CytRX Corporation
Annual Report 2016

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, 2016or £TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission 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 RightsThe NASDAQ Capital MarketSecurities 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 RIndicate 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 R 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 periodthat the registrant was required to submit and post such files). Yes R 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 amendmentto this Form 10-K. RIndicate 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 RNon-accelerated filer £Smaller reporting company £ (Do not check if a smaller reportingcompany) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No RBased 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 30, 2016 (the last business day of the Registrant's most recently completed second fiscal quarter) wasapproximately $136 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 15, 2017 was117,322,895.CYTRX CORPORATION2016 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS Page NOTE ON FORWARD-LOOKING STATEMENTS1PART IItem 1. BUSINESS2Item 1A. RISK FACTORS 11Item 1B. UNRESOLVED STAFF COMMENTS 27Item 2. PROPERTIES 27Item 3. LEGAL PROCEEDINGS 28Item 4. MINE SAFETY DISCLOSURES 29PART IIItem 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES 30Item 6. SELECTED FINANCIAL DATA 31Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 41Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 41Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 41Item 9A. CONTROLS AND PROCEDURES 41Item 9B. OTHER INFORMATION 43PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 44Item 11. EXECUTIVE COMPENSATION 47Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS 65Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 66Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 67PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 68Item 16. SUMMARY 71SIGNATURES 72NOTE ON FORWARD-LOOKING STATEMENTSReferences in this Annual Report to the "company," "we," "us" or "our" refer to CytRx Corporation.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 for purposesof 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 Note.INDUSTRY DATAUnless otherwise indicated, information contained in this Annual Report concerning our industry, including our general expectations and marketopportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research,surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry andassumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry'sfuture performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described below in the "RiskFactors" section of this Annual Report. These and other factors could cause our future performance to differ materially from our assumptions and estimates.TRADEMARKSCytRx is one of our trademarks used in this Annual Report. This Annual Report also includes trademarks, trade names and service marks that are theproperty of other organizations. Solely for convenience, trademarks and trade names referred to in this Annual Report sometimes appear without the ® and ™symbols, but those references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights, or that the applicableowner will not assert its rights, to these trademarks and trade names.# 1 #PART IItem 1. BUSINESSCOMPANY OVERVIEWWe are a biopharmaceutical research and development company specializing in oncology. We currently are focused on the clinical development ofaldoxorubicin, our modified version of the widely-used chemotherapeutic agent, doxorubicin. Aldoxorubicin combines the chemotherapeutic agentdoxorubicin with a novel linker-molecule that binds specifically to albumin in the blood to allow for delivery of higher amounts of doxorubicin (3½ to 4times) without several of the major dose-limiting toxicities seen with administration of doxorubicin alone. Aldoxorubicin has received Orphan DrugDesignation (ODD) by the U.S. FDA for the treatment of soft tissue sarcomas (STS). ODD provides several benefits including seven years of marketexclusivity after approval, certain R&D related tax credits, and protocol assistance by the FDA. European regulators granted aldoxorubicin Orphandesignation for STS which confers ten years of market exclusivity among other benefits. We are also developing new anti-cancer drug conjugates that utilizeour Linker Activated Drug Release (LADRTM ) technology.In July 2016, we announced the initial analysis of top-line data from our on-going global, randomized Phase 3 clinical trial of aldoxorubicin as atreatment for patients with relapsed or refractory soft tissue sarcomas, or STS. The trial enrolled 433 patients at 79 sites in 15 countries, including the U.S. andCanada.In November 2016, we announced positive updated results from our pivotal Phase 3 clinical trial evaluating aldoxorubicin compared toinvestigator's choice in patients with relapsed or refractory soft tissue sarcomas (STS). The study demonstrated a statistically significant improvement inprogression-free survival (PFS) between aldoxorubicin and investigator's choice therapy in 246 patients with leiomyosarcoma and liposarcoma, (p=0.007). The hazard ratio (HR) was 0.62 (95% CI 0.44-0.88), representing a 38% reduction in the risk of tumor progression for patients receiving aldoxorubicin versusinvestigator's choice. Leiomyosarcoma and liposarcoma are the two most common types of STS and accounted for 57% of the patients enrolled in the trial.Aldoxorubicin demonstrated a statistically significant improvement in PFS over investigator's choice in 312 patients treated in North America plusAustralia (p=0.028; HR=0.71, 95% CI 0.53-0.97), which represented 72% of the total trial population. As previously reported, aldoxorubicin performedbetter than investigator's choice for the entire study population and narrowly missed statistical significance (p=0.12; HR=0.81, 95% CI 0.64-1.06). Allresponses and PFS were determined by an independent, blinded central lab assessment of scans.Based upon the updated results of the Phase 3 trial, we have been granted a Type B pre-New Drug Application, or pre-NDA, meeting with the FDA todiscuss the regulatory path forward for aldoxorubicin. Depending upon the outcome of the meeting, which is scheduled in March 2017, we intend to file anNDA with the FDA.We are currently evaluating aldoxorubicin in a global Phase 2b clinical trial in second-line small cell lung cancer in which we currently expect toannounce top-line data in the second quarter of 2017, as the number of deaths and/or progressions needed for data analysis have not yet been reached. We arealso evaluating aldoxorubicin in a Phase 1b/2 trial in combination with ifosfamide in patients with STS. We previously completed Phase 2 clinical trials ofaldoxorubicin in patients with late-stage glioblastoma (brain cancer) and HIV-related Kaposi's Sarcoma, a Phase 1b trial in combination with gemcitabine insubjects with metastatic solid tumors, a Phase 1b clinical trial of aldoxorubicin in combination with doxorubicin in patients with advanced solid tumors anda Phase 1b pharmacokinetics clinical trial of aldoxorubicin in patients with metastatic solid tumors. We also are engaged at our laboratory facility in Freiburg, Germany in preclinical development in a new class of oncology candidates utilizing ourLADRTM technology to attach ultra-high potency drugs to albumin (10-1000 times more potent than traditional chemotherapies; these drugs are attachedonly to antibodies as antibody-drug conjugates, ADCs) to target tumors. 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 web site is located at http://www.cytrx.com. We do not incorporate by reference into thisAnnual Report the information on, or accessible through, our website, and you should not consider it as part of this Annual Report.# 2 #OUR PRODUCT CANDIDATE PIPELINEThe following table summarizes our product candidates and their current or impending stages of development: TechnologyProduct candidateIndication(s)Stage of DevelopmentDoxorubicin conjugateAldoxorubicinSoft Tissue SarcomaPivotal Global Phase 3 ongoing Small-Cell Lung CancerGlobal Phase 2b ongoing Glioblastoma MultiformePhase 2 completed Kaposi's SarcomaPhase 2 completed Combination with ifosfamidePhase 1b ongoing Combination with gemcitabinePhase 1b completedLADRTM for high potencyalbumin-binding drugconjugatesTo be announcedTo be announcedPre-clinicalOUR CLINICAL DEVELOPMENT PROGRAMSOur current clinical development programs are discussed below.AldoxorubicinAldoxorubicin is a conjugate of the commonly prescribed chemotherapeutic agent doxorubicin that binds to circulating albumin in the bloodstreamand is believed to concentrate the drug at the site of tumors. Specifically, it is comprised of (6-maleimidocaproyl) hydrazine, an acid-sensitive molecule thatis conjugated to doxorubicin. In the first quarter of 2014, we initiated under a Special Protocol Assessment ("SPA") granted by the FDA a pivotal, globalPhase 3 trial of aldoxorubicin as a therapy for patients with STS whose tumors have progressed following treatment with chemotherapy.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, ovarian cancer, sarcomas, and lymphomas. However, due to the uptake of doxorubicin by various parts of the body, it is associated with side effectssuch as cumulative cardiotoxicity, myelosuppression (decreased production of blood cells by bone marrow), gastrointestinal disorders, mucositis(inflammation of the mucous membranes lining the mouth and digestive tract), stomatitis (inflammation of soft tissue of the mouth), and necrotizingextravasation (damage due to the leakage of intravenous drugs from the vein into the surrounding tissue).We believe aldoxorubicin has attributes that may improve on doxorubicin, alone, which we sometimes refer to as native doxorubicin, including thepotential to increase the total doxorubicin dose, reduce certain adverse events associated with native doxorubicin, achieve increased drug concentration attumor sites and improve efficacy.Our postulated mechanism of action for aldoxorubicin is as follows:·after administration, aldoxorubicin rapidly forms a covalent bond to circulating albumin through an acid-sensitive linker;·circulating albumin preferentially accumulates in tumors, bypassing concentration in other non-tumor sites, including the heart, liver andgastrointestinal tract due to a mechanism called "Enhanced Permeability and Retention by Solid Tumors";·once albumin-bound aldoxorubicin is taken up by the tumor, the acidic environment within the tumor and in the cancer cells themselvescauses cleavage of the acid-sensitive linker; and·free doxorubicin is then released in the tumor.# 3 #Pre-clinical data. In a variety of preclinical models, aldoxorubicin was superior to doxorubicin at equitoxic doses in its ability to allow an increase inthe total doxorubicin dose, its antitumor efficacy and its safety, including a reduction in cardiotoxicity. Animal studies conducted by aldoxorubicin inventorDr. Felix Kratz demonstrated statistically significant efficacy compared to both placebo and native doxorubicin against breast, ovarian, pancreatic and smallcell lung cancer models growing in immunodeficient mice.We have also announced additional data from a study of aldoxorubicin in immunodeficient mice transplanted with human glioblastoma cells in theirbrain that showed those animals treated with aldoxorubicin had a median survival rate of more than 63 days, compared with approximately 25 days foranimals treated with doxorubicin or saline. The data, published in the journal Neoplasia in October 2014, also indicated evidence of drug concentrationinside tumors growing in the brain, but not in normal brain tissue, and significant tumor regression in aldoxorubicin-treated animals, while doxorubicin didnot appear to enter the tumor or brain to any significant degree and showed little or no efficacy in the progression of these brain tumors. Aldoxorubicinsignificantly reduced the number of dividing cells within the brain tumors in this trial and showed a statistically relevant increased expression of apoptosis orcell death markers.Clinical data. In July 2016, we announced the initial analysis of top-line data from our on-going global, randomized Phase 3 clinical trial ofaldoxorubicin as a treatment for patients with relapsed or refractory soft tissue sarcomas, or STS. The trial enrolled 433 patients at 79 sites in 15 countriesincluding the U.S. and Canada. Aldoxorubicin performed better than investigator's choice for the entire study population, and narrowly missed statisticalsignificance in progression-free survival, or PFS (p=0.12; HR=0.81, 95% CI 0.64-1.06), the trial's primary endpoint. All responses were determined by anindependent, blinded central radiology lab assessment of scans. Since the initial analysis, we have continued to follow patients for overall survival (OS), asecondary endpoint of the trial.On November 29, 2016, we announced updated results from the Phase 3 clinical trial, which demonstrated a statistically significant improvement in PFSbetween aldoxorubicin and investigator's choice therapy in 246 patients with either leiomyosarcoma or liposarcoma, (p=0.007). The hazard ratio (HR) was0.62 (95% CI 0.44-0.88), representing a 38% reduction in the risk of tumor progression for patients receiving aldoxorubicin versus investigator's choice. Leiomyosarcoma and liposarcoma, the two most common types of STS, accounted for 57% of the patients enrolled in the overall trial. Aldoxorubicin alsodemonstrated a statistically significant improvement in PFS over investigator's choice in 312 patients treated in North America plus Australia (p=0.028;HR=0.71, 95% CI 0.53-0.97).In the entire study population, aldoxorubicin achieved a statistically significant improvement in the disease control rate, or DCR (defined as objectiveresponse rate, or ORR, plus stable disease for at least four months) of 29.4% versus 20.5% for the patients treated with investigator's choice (p=0.030). InNorth American patients, the benefit was more pronounced, with aldoxorubicin-treated patients exhibiting a DCR of 32.9%, compared to 19.2% for patientstreated with investigator's choice (p=0.007), an overall improvement of 71%. ORR in North American patients also favored aldoxorubicin over investigator'schoice, 8.7% versus 3.3% (p=0.058).Aldoxorubicin did not cause clinically significant cardiac, renal, or hepatic toxicities. For the global trial population, the most commonly reportedadverse events were neutropenia and anemia consistent with prior clinical trials with aldoxorubicin. Grade 3 or higher adverse events were manageable withsupportive care and occurred at a rate of 61% for patients receiving aldoxorubicin and 46% in patients treated with investigator's choice. Treatment-emergent adverse events leading to discontinuation occurred in 4.2% of patients treated with aldoxorubicin, compared to 6.3% for patients receivinginvestigator's choice. Serious adverse events, primarily febrile neutropenia that resolved and rarely led to treatment termination occurred more frequently inpatients administered aldoxorubicin. Three treatment-related deaths occurred in aldoxorubicin-treated patients, while there were no treatment-related deathsamong patients receiving investigators' choice of drugs.Based upon the updated results of the Phase 3 trial, we requested and the FDA granted us a Type B pre-NDA meeting which will occur in the first quarterof 2017. Subject to the outcome of this meeting, we intend to file an NDA with the FDA.We completed our global Phase 2b clinical trial to evaluate the preliminary efficacy and safety of aldoxorubicin as a first-line therapy in patients withadvanced STS who are ineligible for surgery, which was initiated in December 2011. The Phase 2b clinical trial provided the first direct clinical trialcomparison of aldoxorubicin and native doxorubicin, which is dose-limited due to toxicity, as a first-line therapy.The Phase 2b clinical trial with aldoxorubicin in patients with STS was an international trial in 31 treatment centers under the direction of Sant P.Chawla, M.D., F.R.A.C.P., Director of the Sarcoma Oncology Center in Santa Monica, California. The Phase 2b clinical trial's primary objectives were tomeasure the PFS, tumor response and overall survival of patients with advanced STS treated with aldoxorubicin. This clinical trial also assessed the safety ofaldoxorubicin compared to doxorubicin in this patient population through a number of indicators, including the frequency and severity of adverse events.# 4 #In our 123-subject clinical trial, subjects with advanced STS were administered either 350 mg/m2 of aldoxorubicin (83 subjects) or 75 mg/m2 ofdoxorubicin (40 subjects) every three weeks for up to six cycles. Subjects were followed every six weeks with CT scans to monitor tumor size. The primaryendpoint was PFS as determined by a blinded radiology review performed at an independent central radiology laboratory. Secondary endpoints includedoverall response rates (complete and partial) and PFS at six months for each group, and overall survival. The results from this trial were published in theJournal of the American Medical Association (JAMA) Oncology in September 2015 (JAMA Oncology 2015 Sep 17:1-9.).The central radiology review, as well as the investigators' own assessments, showed an 80% to 100% improvement in PFS among patients treated withaldoxorubicin. In an intent-to-treat analysis, the investigator-assessed median PFS was 8.3 months for aldoxorubicin patients versus 4.6 months fordoxorubicin patients (p=0.0006), while the blinded central radiology review indicated that median PFS for aldoxorubicin patients was 5.6 months versus 2.7months for doxorubicin patients (p=0.0228). Per investigators, 68.1% of aldoxorubicin patients had not progressed at six months, compared with 33.0% ofdoxorubicin-treated patients (p=0.008). By blinded central radiology review, 45.7% of aldoxorubicin patients had not progressed at six months, comparedwith 22.9% of doxorubicin patients (p=0.02).The overall response rate as determined by the investigators was 22.9% for aldoxorubicin subjects (2.0% complete response and 21.3% partial response)versus 5.0% for doxorubicin subjects (0% complete response and 5.0% partial response). As assessed by blinded central radiology review, 25.0% ofaldoxorubicin subjects had a partial response while none of the doxorubicin subjects exhibited any objective response.Additional analysis determined hazard ratios for the primary endpoint of PFS by both investigators at study sites and by the blinded radiology review.The hazard ratio for investigator-read scans is 0.37 (95% confidence interval, range of 0.212 to 0.643) (p=0.0004), reflecting a 63% reduction in the risk ofdisease progression for patients treated with aldoxorubicin; and the hazard ratio for central lab scans is 0.586 (95% confidence interval, range of 0.358 to0.960) (p=0.034), reflecting a 41% reduction in the risk of disease progression for the aldoxorubicin-treated patients. Hazard ratios are an important measureof the reliability and uniformity of the data for PFS, and where the upper limit is less than one indicates that there is a significant difference between the twostudy groups.We also reported that a Kaplan-Meier analysis of the trial results, which analysis describes the time it takes for tumors to progress in individual patients,showed significant improvement in subjects treated with aldoxorubicin versus subjects treated with doxorubicin.The overall survival results from the clinical trial demonstrated a 27 percent reduction in the risk of death compared to patients treated with doxorubicin(HR 0.73: 95% confidence interval 0.44-1.20), the current standard-of-care in this indication. In addition, aldoxorubicin-treated patients demonstrated a 41%likelihood of surviving more than 2 years, a 2-fold increase, compared to a 20% probability for doxorubicin-treated patients. Median overall survival was15.8 months (95% confidence interval 13.1-not reached) for aldoxorubicin-treated patients versus 14.3 months (95% confidence interval 8.6-20.6) fordoxorubicin treated patients (p=0.21). For treatment-naive patients, representing 90% of the patients in the clinical trial, median overall survival was 15.8months (95% confidence interval 13.0-not reached) for aldoxorubicin-treated patients versus 13.8 months (95% confidence interval 8.6-19.8) for doxorubicintreated patients (p=0.14).In the Phase 2b clinical trial, aldoxorubicin was found to be relatively safe and well-tolerated. Subjects treated with aldoxorubicin had an approximatelytwo-fold increase in severe neutropenia compared with doxorubicin-treated subjects, but there was no difference in the incidence of febrile neutropenia(indicating an infection may be present) between the two groups. All adverse events in subjects treated with aldoxorubicin were consistent with the knownside effects of doxorubicin, usually resolved before the administration of the next dose and did not require treatment discontinuation. There were notreatment-related deaths in the aldoxorubicin group.A Phase 1 study of aldoxorubicin that demonstrated safety and objective clinical responses in several tumor types was completed in 2005, presented atthe March 2006 Krebskongress meeting in Berlin, Germany, and published in Clinical Cancer Research in August 2007. In this study, doses wereadministered every three weeks at up to six times the standard dose of doxorubicin without an increase in the types of side effects compared with thosehistorically observed with native doxorubicin. Of 35 evaluable patients, 23 had either an objective clinical (partial) response or stable disease. Objectiveclinical responses were observed in patients with STS, breast and small cell lung cancers.We completed a Phase 1b/2 clinical trial with aldoxorubicin in patients with advanced solid tumors who had either relapsed or failed to respond to theirprior chemotherapy and presented favorable data at the American Society for 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 four months) was shown in ten of 13 (76.9%) evaluable patients with relapsed orrefractory STS. The median number of cycles of aldoxorubicin administered at the maximum tolerable dose was eight. The results of this clinical trial werepublished in February 2015 in the peer-reviewed journal Cancer (Cancer, 2015 Feb 15; 121(4); 570-9).# 5 #In addition, best responses for the 13 evaluable STS trial subjects included the following: five (38.5%) achieved partial response, as defined asshrinkage of target tumors of more than 30%; six (46%) 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 stabledisease after treatment with aldoxorubicin had been previously treated with doxorubicin and had failed to respond. There were no observed cardiac toxicitiesand no drug-related patient deaths. The most common adverse event, neutropenia, also observed with doxorubicin treatment, resolved prior to the start of thenext treatment. Final observed median PFS for advanced STS patients in the trial was 11.25 months, and median overall survival was 21.71 months(Publication in Cancer, 2015 Feb 15). In addition, following 8 cycles of aldoxorubicin, two patients experienced no progression of disease for 23 and 15months, respectively, despite no further treatment.In connection with our Phase 1b pharmacokinetics clinical trial evaluating the pharmacokinetics and safety of aldoxorubicin in patients with metastaticsolid tumors who have either relapsed or not responded to treatment with standard therapies, we announced data demonstrating that aldoxorubicin has adistribution half-life of approximately 20 to 24 hours, with a narrow volume of distribution to healthy tissue and slow clearance from the circulation. Thesecharacteristics distinguish aldoxorubicin from doxorubicin, which has a distribution half-life of about five minutes according to its package insert. Completedetails from this Phase 1b trial were published online in the journal Investigational New Drugs in November 2014 (Publication in Invest New Drugs, 2015Apr 15; (33(2):341-8).In September 2016, we completed enrollment in our global Phase 2b clinical trial evaluating aldoxorubicin compared to topotecan in subjects withextensive-stage small cell lung cancer (SCLC) who have relapsed or were refractory to prior chemotherapy. The open-label Phase 2b clinical trial enrollapproximately 135 patients (1:1 randomization). The primary endpoint is PFS and the secondary endpoints are OS, overall response rates (partial andcomplete) and the safety of aldoxorubicin compared to topotecan in this population. Top-line results from this study are expected in the second quarter of2017.We completed a Phase 2 clinical trial evaluating the preliminary efficacy and safety of aldoxorubicin in patients with unresectable glioblastoma whosetumors have progressed following prior treatment with surgery, radiation and with the drug temozolomide. The clinical trial has enrolled its target of 28patients and demonstrated that an albumin-binding therapy can enter the brain and have anti-tumor activity. At the 2016 American Society for ClinicalOncology (ASCO) Annual Meeting, the trial results were presented including the median overall survival of 8.6 months.We completed a Phase 2 clinical trial evaluating the preliminary efficacy of aldoxorubicin in patients with AIDS-related Kaposi's sarcoma, a tumorusually associated with HIV infection in the U.S. The current standard-of-care for severe dermatological and systemic Kaposi's sarcoma is liposomaldoxorubicin (Doxil); however, a significant proportion of patients exhibit minimal or no clinical response to this agent, and the drug's toxicity often preventscontinued therapy. The Phase 2 trial was conducted at the LSU Medical Center in New Orleans, Louisiana. Results were presented at the 2016 ASCO AnnualMeeting showing that aldoxorubicin localized in the tumor lesions and compared to non-tumor tissues. Eleven of 13 patients (85%) treated with low dosealdoxorubicin achieved a partial response at week four.We are also conducting a Phase 1b/2 trial in combination with ifosfamide in patients with STS, and completed a Phase 1b trial in combination withgemcitabine in subjects with metastatic solid tumors. Since most chemotherapy agents are administered in combination with other chemotherapeutics, thesestudies will demonstrate the dose of aldoxorubicin that can be administered with two other chemotherapies that are commonly used to treated patients withsarcomas, pancreatic cancer, ovarian cancer and lung cancer.Drug Discovery LaboratoryOur laboratory, located in Freiburg, Germany, is conducting discovery and translational research to create drug candidates that utilize our LADR™technologies to create high potency cytotoxic drug conjugates that bind albumin in the body, and then concentrate drug in tumors. Led by Felix Kratz,Ph.D., Vice President of Drug Discovery and inventor of aldoxorubicin, the discovery team is working to expand our novel albumin-binding anti-cancer drugpipeline using LADR™ linkers to create unique drug conjugates.Disposition of Molecular Chaperone AssetsUntil 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.# 6 #Innovive Acquisition AgreementOn 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 if and whenearned.Research and DevelopmentExpenditures for research and development activities related to continuing operations were $35.9 million, $43.4 million and $36.7 million for the yearsended December 31, 2016, 2015 and 2014, respectively, or approximately 68%, 68% and 74%, respectively, of our total expenses. For further informationregarding our research and development activities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" below.ManufacturingWe do not have the facilities or expertise to manufacture clinical supplies of aldoxorubicin or any of our other product candidates, and we lack theresources and capability to manufacture any of our product candidates on a commercial scale. Accordingly, we are dependent upon third-party manufactures,or potential future strategic alliance partners, to manufacture these supplies. We have manufacturing supply arrangements in place with respect to a portion ofthe clinical supplies needed for the clinical development programs for aldoxorubicin. In September, 2015, we entered into an agreement with a supplier topurchase doxorubicin hydrochloride both on a clinical as well as a commercial scale. However, we currently have no other supply arrangements for thecommercial manufacture of aldoxorubicin or any manufacturing supply arrangements for any other potential product candidates, and we may not be able tosecure needed supply arrangements on attractive terms, or at all. Our failure to secure these arrangements as needed could have a material adverse effect onour ability to complete the development of our products or to commercialize them.Commercialization and MarketingWe currently have no sales, marketing or commercial product distribution capabilities or experience in marketing products. If aldoxorubicin is approved,we would likely look to a strategic partner to commercialize aldoxorubicin in the United States.We have not yet defined our commercial strategy for aldoxorubicin for markets outside the United States, which strategy may include the use of strategicpartners, distributors or a contract sales force. We plan to further evaluate these alternatives as we approach potential approval for aldoxorubicin.As additional product candidates advance through our pipeline, our commercial plans may change. In particular, some of our pipeline assets targetpotentially large solid tumor indications. Factors such as clinical data, the size of the development programs, the size of the target market, the size of acommercial infrastructure, and manufacturing needs may influence our strategies in the U.S., the European Union, and other territories.Patents and Proprietary TechnologyWe 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 becertain that 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 issuedin the U.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. Itis also possible 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 third parties could obtain patents that we would need to either license or to design around, which we may be unable to do. Current and future competitorsmay have licensed or filed patent applications or received patents, and may acquire additional patents and proprietary rights relating to compounds, productsor processes 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 significantprotection against misappropriation or unauthorized disclosure of our trade secrets and confidential information.As of December 31, 2016, we held rights in four granted U.S. patents, 55 granted foreign patents, three pending U.S. applications, and eighteen pendingforeign patent applications covering aldoxorubicin and related technologies. Our intellectual property holdings relating to aldoxorubicin and relatedtechnologies include an exclusive license from KTB Tumorforschungs GmbH, or KTB, to U.S. and foreign patents and patent applications. Patents andapplications that cover pharmaceutical compositions of aldoxorubicin, processes for their production, and their use in treatment methods (e.g., cancer(including glioblastoma), viral diseases, autoimmune diseases, and acute or chronic inflammatory diseases) have unextended patent terms expiring betweenJune 2020 and June 2034. Additionally, we have one pending international application covering our LADRTM technology and DK049. The unextendedpatent term of patents that issue covering our LADRTM technology and DK049 is June 2036.# 7 #LICENSE AGREEMENTSAldoxorubicinWe have an agreement with KTB for the license of patent rights held by KTB for the worldwide development and commercialization of aldoxorubicin.The license is exclusive and applies to all products that may be subject to the licensed intellectual property in all fields of use. We may sublicense theintellectual property in our sole discretion. Pursuant to an amendment to the license agreement entered into in March 2014, we also have a non-exclusiveworldwide license to any additional technology that is claimed or disclosed in the licensed patents and patent applications for use in the field of oncology.Under the agreement, we must make payments to KTB in the aggregate of up to $7.5 million upon meeting clinical and regulatory milestones, and up toand including 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 any non-royalty sub-licensing income (as defined in the agreement); and·milestones of $1 million for each additional final marketing approval that we obtain.Pursuant to the March 2014 license amendment, we agreed to make a $500,000 milestone payment upon first dosing of a patient in a first phase I clinicaltrial for each product using the additional technology. In the event that by February 28, 2017, no such payment has become due, we have agreed to pay KTB$500,000, which payment can be made, in our discretion, in cash or in shares of our common stock. If we elect to make the payment in shares of commonstock, our shares will be valued at the volume-weighted average price (VWAP) over the preceding 60 trading days, to be calculated on February 28, 2017.In the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we are entitled to deduct apercentage of those payments from the royalties due KTB, up to an agreed upon cap.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 aldoxorubicin in those countries that we determine are commercially feasible. Under the agreement, KTB isto use its commercially reasonable efforts to provide us with access to suppliers of the active pharmaceutical ingredient, or API, of aldoxorubicin, on the sameterms and conditions as may be provided to 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 on30 days' 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 specifiedcure period, or if we fail to use diligent and commercial efforts to meet specified clinical milestones.# 8 #CompetitionAldoxorubicin is a conjugate of doxorubicin, a widely used anti-cancer drug. Doxorubicin is part of the anthracycline class of chemotherapy agents.Anthracyclines, many of which, including doxorubicin are generic, have been used throughout the world to treat various cancers for several decades. Due totheir track record of broad anti-cancer activity, new types of anthracyclines and modified or reformulated versions continue to be developed to overcometoxicities which limit the use of these drugs.Aldoxorubicin is a chemically modified version of doxorubicin that incorporates an acid sensitive linker technology to improve concentration in thetumor. We believe that the albumin-binding ability of aldoxorubicin will allow the compound to overcome many of the side effect issues typically associatedwith anthracyclines. We also believe that using albumin as a targeted carrier will allow for higher dosing, greater concentration of the drug in tumors andgreater efficacy. STS patients are typically treated with surgery followed by radiation therapy. For patients ineligible for surgery, radiation or both, chemotherapy is theonly option. First-line therapy for STS patients typically includes doxorubicin either by itself or in combination olaratumab (LartruvoTM) marketed by EliLilly & Co., or ifosfamide. The National Comprehensive Cancer Network also includes the use of ifosfamide, epirubicin, gemcitabine, gemcitabine withdocetaxel, dacarbazine and liposomal doxorubicin. Novartis's pazopanib (Votrient®) was approved in the United States and Europe in 2012 for the treatmentof certain types of advanced STS following prior chemotherapy. Trabectedin (Yondelis®) was approved in 2015 for patients with leiomyosarcoma orliposarcoma that have had prior treatment with an anthracycline such as doxorubicin. In 2016, eribulin (Halaven®) was approved for patients withliposarcoma that have had prior treatment with an anthracycline. There are other approaches to treating STS in clinical development, including Morphotek'sontuxizumab in combination with chemotherapy, and Tracon Pharmaceuticals' TRC-105 in combination with pazopanib. Patients with glioblastoma multiforme, or GBM, generally undergo invasive brain surgery, although disease progression following surgery is nearly100%. The front-line therapy for GBM following surgery is radiation in combination with temozolomide (Temodar®). Bevacizumab (Avastin®) has beenapproved for the treatment of GBM in patients progressing after prior therapy. Drugs in development to treat GBM include nivolumab by Bristol-MyersSquibb, DCVax by Northwest Biotherapeutics, DelMar Pharmaceuticals' VAL-083, TRC-105 from Tracon Pharmaceuticals, veliparib by AstraZeneca andbuparlisib by Novartis.Treatment for newly diagnosed SCLC typically consists of cisplatin or carboplatin in combination with etoposide. Radiation may also be given forextensive-stage disease. While first-line treatment can yield overall response rates of 50-80%, the duration of response is often less than 90 days. Forrecurrent SCLC, topotecan (Hycamtin®) is the FDA-approved standard therapy. SCLC patients who are sensitive to first-line treatment may receivetopotecan or the generic chemotherapeutic drugs irinotecan, taxanes, gemcitabine or vinorelbine. Drugs in development for second-line SCLC includeBristol-Myers Squibb's nivolumab (Opdivo®) and ipilumimab (Yervoy®) and rovalpituzumab tesirine by AbbVie, Inc. Kaposi's sarcoma is generally treated with radiation, surgery and/or liposomal doxorubicin. Liposomal daunorubicin (DaunoXome®, Galen US), with orwithout paclitaxel, is also recommended as treatment for advanced disease. Other drugs in development for Kaposi's sarcoma include selumetinib byAstraZeneca and pomalidamide by Celgene. 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, wewill be 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 fora number 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.# 9 #Government RegulationThe 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 conditionson any 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 one ormore 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 trial, 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.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 thiscondition. 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 reasonablylikely to predict clinical benefit. If a preliminary review of clinical data suggests that a fast-track product may be effective, the FDA may initiate review ofentire sections 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 facilitiesto ensure continued compliance with the good manufacturing practices regulations. Our manufacturers will have to continue to comply with thoserequirements. Failure to comply with these requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturingor recall or seizure of product. Adverse patient experiences with the product must be reported to the FDA and could result in the imposition of marketingrestrictions through labeling changes or market removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintainedor if problems concerning safety or efficacy of the product occur following approval.# 10 #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.EmployeesAs of March 11, 2017, we had twenty-seven employees, six of whom were engaged in clinical development activities, thirteen of whom were engaged inpreclinical research at our Freiburg, Germany laboratory, and eight of whom were involved in management and administrative operations.Available InformationWe 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's PublicReference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by callingthe 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.Item 1A. RISK FACTORSYou should carefully consider the risks and uncertainties facing our business. The risks described below are not the only ones facing us. Ourbusiness is also subject to the risks that affect many other companies, such as employment relations, general economic conditions and geopoliticalevents. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adverselyaffect our business, operations, liquidity and stock price.Risks Associated With Our BusinessWe 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 $50.8 million for the year ended December 31, 2016 and $58.6 million for theyear ended December 31, 2015 and had an accumulated deficit as of December 31, 2016 of $416.2 million. We are likely to continue to incur losses unlessand until we are able to commercialize aldoxorubicin or one or more of our other existing or possible future product candidates. These losses, among otherthings, have had and will continue to have an adverse effect on our stockholders' equity and working capital. Because of the numerous risks and uncertaintiesassociated with our product development efforts, we are unable to predict when we may become profitable, if at all. If we do not become profitable or areunable to maintain future profitability, the market value of our common stock will be adversely affected.Because we have no source of significant recurring revenue, we must depend on capital raising to sustain our operations, and our ability to raisecapital may be severely limited.Developing products and conducting clinical trials require substantial amounts of capital. To date, we have relied primarily upon proceeds from sales ofour equity securities under our "shelf" registration statements on Form S-3 filed with the SEC and proceeds from the exercise of options and# 11 #warrants to generate funds needed 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 aldoxorubicin and fund development of product candidates based on our LADR™technology;·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.The depressed market price of our common stock may severely limit our ability to continue to raise capital, because the aggregate or market value of ourcommon stock held by non-affiliates, referred to as our "public float," as of the file date of this Annual Report is less than $75 million. As a result, underInstruction I.B.6 to Form S-3 the aggregate amount of securities that we can offer and sell under our "shelf" registration statements in any 12-month periodcannot exceed one-third of our public float, or approximately $15.6 million as of March 15, 2017. If our public float increases to $75 million or more, wewill no longer be subject to this limitation.At December 31, 2016, we had cash and cash equivalents of approximately $57.0 million, but we are required under the terms of our outstanding loan-term debt to maintain cash on hand of not less than three months projected cash burn or $10 million, whichever is greater. Management believes that ourcurrent resources, will be sufficient to fund our operations for the foreseeable future. The belief is based, in part, upon our currently projected expenditures for2017 of approximately $39.8 million, which includes approximately $16.4 million for our clinical programs for aldoxorubicin, approximately $3.7 millionfor pre-clinical development of high potency cytotoxic albumin-binding cancer drugs, approximately $3.2 million for general operation of our clinicalprograms, approximately $8.0 million for other general and administrative expenses, and $8.5 million for interest and payments on our outstanding termloan. These projected expenditures and payments assume that we will not suffer a "material adverse event" which could trigger the lenders' acceleration of ouroutstanding term loan, and are based upon numerous other assumptions and subject to many uncertainties, and our actual expenditures may be significantlydifferent from these projections.If we receive a negative response from the FDA in our planned pre-NDA meeting, we may reduce our headcount and discontinue certain developmentprograms and drug discovery activities. For these reasons and others, our operating results may fluctuate from period to period, and the results of prior periodsshould not be relied upon as predictive of the results in future periods. Furthermore, if we obtain marketing approval and successfully commercializealdoxorubicin, or another product candidate, we anticipate it will take a minimum of two years, and likely longer, for us to generate significant recurringrevenue, and we will be dependent on future financing until such time, if ever, as we can generate significant recurring revenue. We have no commitmentsfrom 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. Failure toobtain adequate financing would adversely affect our ability to operate as a going concern. If we raise additional funds by issuing equity securities, dilutionto stockholders may result and new investors could have rights superior to holders of the shares issued in this offering. In addition, debt financing, ifavailable, may include restrictive covenants. If adequate funds are not available to us, we may have to liquidate some or all of our assets or to delay or reducethe scope of or eliminate some portion or all of our development programs or clinical trials. We also may have to license to other companies our productcandidates or technologies that we would prefer to develop and commercialize ourselves.If we do not achieve our projected development goals in the time frames we estimate, the commercialization of our products may be delayed and ourbusiness prospects may suffer. Our financial projections 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 submissionof regulatory filings such as the discussions in this Annual Report of the expected timing of the pre-NDA meeting with the FDA and of certain othermilestones relating to our aldoxorubicin clinical development programs.# 12 #We also may disclose projected expenditures or other forecasts for future periods. These and other financial projections are based on management's currentexpectations and do not contain any margin of error or cushion for any specific uncertainties, or for the uncertainties inherent in all financial forecasting.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. The assumptions management has used to produce these projections may significantlychange or prove to be inaccurate. Accordingly, you should not unduly rely on any of these financial projections.The regulatory approval process is lengthy, time consuming and inherently unpredictable, and if our products are not successfully developed andapproved by the FDA or foreign regulatory authorities, we may be forced to reduce or curtail 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 costmore than we or our licensees, if any, anticipate, and may prove unsuccessful due to numerous factors, including the substantial discretion of the regulatoryauthorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of aproduct candidate's clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any product candidate.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;·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 withapplicable regulatory 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 timerequired to obtain FDA and foreign governmental approvals is unpredictable, but often can take years following the commencement of clinical trials,depending upon the complexity of the product candidate. Any analysis we perform on data from clinical activities is subject to confirmation andinterpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. In addition, even if we were to obtain approval, regulatoryauthorities may approve any of our product candidates for fewer or more limited indications than we request, may not approve the price we intend to chargefor our products, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a product candidate with a labelthat does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoingscenarios could materially harm the commercial prospects for our product candidates.# 13 #Furthermore, even if we obtain regulatory approvals, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage,import, export, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. Theserequirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with current goodmanufacturing practices, or cGMPs, and good clinical practices, or cGCPs, for any clinical trials that we conduct post-approval. Later discovery of previouslyunknown problems with a product, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturingprocesses, or failure to comply with regulatory requirements, may result in, among other things:·restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory productrecalls;·fines, warning letters or holds on clinical trials;·refusal by the FDA to approve pending applications or supplements to approved applications filed by us or our strategic partners, or suspensionor revocation of product license approvals;·product seizure or detention, or refusal to permit the import or export of products; and·injunctions or the imposition of civil or criminal penalties.The FDA's policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of ourproduct candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrativeaction, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements orpolicies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve orsustain profitability, which would adversely affect our business. We will also be subject to periodic inspections and the potential for mandatory post-approval clinical trials required by the FDA and other U.S. and foreign regulatory authorities. Any delay or failure in obtaining required approvals or tocomply with post-approval regulatory requirements could have a material adverse effect on our ability to generate revenue from the particular productcandidate. The failure to comply with any post-approval regulatory requirements also could result in the rescission of the related regulatory approvals or thesuspension of sales of the offending product.Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not bepredictive of future trial results. Our current and planned clinical trials of our lead product candidate may fail to show that it is clinically safe andeffective, or that it is better than alternative treatments.Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during theclinical trial process. The results of preclinical studies and early clinical trials of our product candidates may not be predictive of the results of later-stageclinical trials. Product candidates in later stages of clinical development may fail to show the desired safety and efficacy traits despite having progressedthrough preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks inadvanced clinical trials due to lack of efficacy or safety profiles, notwithstanding promising results in earlier trials. For example, aldoxorubicin has shownencouraging preliminary clinical results in our Phase 2b clinical trial as a treatment for STS; however, these conclusions may not be reproduced in futureclinical trial results; for instance, the Phase 3 pivotal clinical trial testing aldoxorubicin as a treatment for STS narrowly missed statistical significancealthough it demonstrated a statistically significant improvement in PFS over investigator's choice in 312 patients treated in North America plus Australia .Accordingly, we, or any development partners, may ultimately be unable to provide the FDA with satisfactory data on clinical safety and efficacy sufficientto obtain FDA approval of aldoxorubicin for any indication.Further, we may experience delays in clinical trials of our product candidates. We do not know whether ongoing clinical trials will be completed onschedule or at all, or whether planned clinical trials will begin on time, need to be redesigned, enroll patients on time or be completed on schedule, if at all.Clinical trials can be delayed for a variety of reasons, including delays related to:# 14 #·obtaining regulatory approval to commence a trial;·reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which canbe subject to extensive negotiation and may vary significantly among different CROs and clinical trial sites;·obtaining institutional review board approval at each clinical trial site;·recruiting suitable patients to participate in a trial;·having patients complete a trial or return for post-treatment follow-up;·clinical trial sites deviating from trial protocol or dropping out of a trial;·adding new clinical trial sites; or·manufacturing sufficient quantities of product candidate for use in clinical trials.Patient enrollment, a significant factor in the timing of clinical trials, is affected by many factors including the size and nature of the patient population,the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of the clinical trial, competing clinical trials and clinicians' andpatients' perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs that may beapproved for the indications we are investigating. Furthermore, we rely on third parties, such as CROs and clinical trial sites, to ensure the proper and timelyconduct of our clinical trials and while we have agreements governing their committed activities, we have limited influence over their actual performance.We could encounter delays if prescribing physicians encounter unresolved ethical issues associated with enrolling patients in clinical trials of our productcandidates in lieu of prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical trial may be suspended or terminatedby us, our collaborators, the institutional review boards, or IRBs, if the institutions in which such trials are being conducted, the Data Safety MonitoringBoard, or DSMB, for such trial, or by the FDA or other regulatory authorities due to a number of factors, including failure to conduct the clinical trial inaccordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatoryauthorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug,changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. For example, the FDA placed apartial clinical hold on our on-going clinical trials of aldoxorubicin in November 2014 following the death of an individual who was not enrolled in any ofour clinical trials but who received aldoxorubicin pursuant to our compassionate use policy under a single-patient IND held by one of the clinical sitesparticipating in our Phase 3 trial of aldoxorubicin in STS. The clinical hold resulted in our inability to enroll new patients in our aldoxorubicin studies untilthe hold was removed in February 2015. Although we have resumed enrollment in our studies, enrollment in our clinical trials and our projecteddevelopment timelines may be adversely affected by residual effects of the former clinical hold or possible future clinical holds. If we experience delays in the completion of, or termination of, any clinical trial of our product candidates, the commercial prospects of our productcandidates will be harmed, and our ability to generate product revenues from any of these product candidates will be delayed. In addition, any delays incompleting our clinical trials will increase our costs, slow down our product development and approval process and jeopardize our ability to commenceproduct sales and generate revenues. Any of these occurrences may harm our business, financial condition and prospects significantly. In addition, many ofthe factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval ofour product candidates.Our SPA with the FDA for our pivotal study of aldoxorubicin does not guarantee marketing approval in the U.S.We have an SPA with the FDA for the pivotal trial of aldoxorubicin for the treatment of STS. The SPA means that the FDA agrees that the design andanalyses proposed in a protocol are acceptable to support regulatory approval of the product candidate with respect to effectiveness of the indication studied.However, an SPA agreement does not guarantee approval of a product candidate, and even if the FDA agrees to the design, execution, and analysis proposedin protocols reviewed under the SPA process, the FDA may revoke or alter its agreement in certain circumstances. In particular, an SPA agreement is notbinding on the FDA if public health concerns emerge that were unrecognized at the time of the SPA agreement, other new scientific concerns regardingproduct safety or efficacy arise, the sponsor fails to comply with the agreed upon trial protocols, or the relevant data, assumptions or information provided bythe sponsor in a request for the SPA change or are found to be false or omit relevant facts. In addition, even after an SPA agreement is finalized, the SPAagreement may be modified, and such modification will be deemed binding on the FDA review division, except under the circumstances described above, ifthe FDA and the sponsor agree in writing to modify the protocol and such modification is intended to improve the study. The FDA retains significant latitudeand discretion in interpreting the terms of the SPA agreement and the data and results from any study that is the subject of the SPA agreement. Moreover, afinal determination that the agreed-upon protocol satisfies a specific objective, such as the demonstration of efficacy and safety (positive benefit-risk ratio),or supports an approval decision, will be based on a complete review of all the data submitted to the FDA.# 15 #Adverse side effects or other safety risks associated with our product candidates could delay or preclude approval, cause us to suspend or discontinueclinical trials, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any.Undesirable side effects caused by our product candidates could result in the delay, suspension or termination of our clinical trials by us, ourcollaborators, IRBs, the FDA or other regulatory authorities. If we elect or are required to delay, suspend or terminate any clinical trial of any productcandidates that we develop, the commercial prospects of such product candidates will be harmed and our ability to generate product revenues from any ofthese product candidates will be delayed or eliminated. Any of these occurrences may harm our business, financial condition and prospects significantly.To date, patients treated with aldoxorubicin have experienced some of the same drug-related side effects associated with doxorubicin, includingmyelosuppression (decreased production of blood cells by bone marrow), gastrointestinal disorders (nausea and vomiting), mucositis (inflammation of themucous membranes lining the digestive tract, including the mouth), stomatitis (inflammation of the mouth's soft tissue), fatigue, fever and other signs ofinfection associated with neutropenia (an abnormally low count of a type of white blood cells) and alopecia (hair loss). Results of our trials could reveal anunacceptable incidence of these or other side effects. In such an event, our trials could be suspended or terminated and the FDA or comparable foreignregulatory authorities could order us to cease further development of or deny approval of our product candidates for any or all targeted indications. Inaddition, the drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential productliability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.Furthermore, if we or others later identify undesirable side effects caused by the product, a number of potentially significant negative consequences couldresult, including:·If our product candidates receive marketing approval, the FDA could require us to adopt a Risk Evaluation and Mitigation Strategy to ensurethat the benefits of any approved product candidate outweigh its risks;·regulatory authorities may withdraw approvals of such product;·regulatory authorities may require additional warnings on the label;·we may be required to create a medication guide outlining the risks of such side effects for distribution to patients;·we could be sued and held liable for harm caused to patients; and·our reputation may suffer.Any of these events could prevent us from achieving or maintaining market acceptance of aldoxorubicin or the particular product candidate at issue, ifapproved, and could significantly harm our business, results of operations and prospects.We rely on third parties to conduct our preclinical and clinical trials. If these third parties do not successfully carry out their contractual duties ormeet expected deadlines, we and our collaborators may not be able to obtain regulatory approval for or commercialize our product candidates and ourbusiness could be substantially harmed.We have agreements with third-party CROs to monitor and manage data for our preclinical and clinical programs. We rely heavily on these parties forexecution of our preclinical and clinical trials, and control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each ofour studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on CROs does not relieve usof our regulatory responsibilities. We and our CROs are required to comply with cGCPs, which are regulations and guidelines enforced by the FDA andcomparable foreign regulatory authorities for products in clinical development. Regulatory authorities enforce these cGCPs through periodic inspections oftrial sponsors, principal investigators and trial sites. If we or any of these CROs fails to comply with applicable cGCP regulations, the clinical data generatedin our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trialsbefore approving our marketing applications. We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our clinicaltrials comply with the cGCP regulations. In addition, our clinical trials must be conducted with product produced under cGMP regulations, and will require alarge number of test subjects. Our or our CROs' failure to comply with these regulations may require us to repeat clinical trials, which would delay theregulatory approval process.If any of our relationships with these third-party CROs terminate, we may not be able to enter into arrangements with alternative CROs or to do so oncommercially reasonable terms. In addition, our CROs are not our employees, and except for remedies available to us under our agreements with such CROs,we cannot control whether or not they devote sufficient time and resources to our ongoing preclinical and clinical programs. If CROs do not successfullycarry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data theyobtain is compromised due to the failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended,delayed or terminated and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. As a result, ourfinancial results and the commercial prospects for aldoxorubicin would be harmed, our costs could increase and our ability to generate revenues could bedelayed.Switching or adding additional CROs involves substantial cost and requires extensive management time and focus. In addition, there is a naturaltransition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinicaldevelopment timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similarchallenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition andprospects.# 16 #We rely upon third parties for the manufacture of our clinical product supplies, and we intend to rely on third parties to produce commercial suppliesof any approved product candidate, and our commercialization of any product candidates, including aldoxorubicin, could be stopped, delayed or madeless profitable if those third parties fail to obtain approval of the FDA, fail to provide us with sufficient quantities of drug product or fail to do so atacceptable quality levels or prices.We do not have the facilities or expertise to manufacture supplies of aldoxorubicin or any of our other product candidates, and we lack the resources andcapability to manufacture any of our product candidates on a clinical or commercial scale. Accordingly, we are dependent upon third-party manufacturers, orpotential future strategic alliance partners, to manufacture these supplies. We have manufacturing supply arrangements in place with respect to a portion ofthe clinical supplies needed for the clinical development programs for aldoxorubicin. In September 2015, we entered into an agreement with a supplier topurchase doxorubicin hydrochloride both for clinical and commercial use. However, we have no other supply arrangements for the commercial manufactureof this product candidate or any manufacturing supply arrangements for any other potential product candidates, and we may not be able to secure neededsupply arrangements on attractive terms, or at all. Our failure to secure these arrangements as needed could have a materially adverse effect on our ability tocomplete the development of our products or to commercialize them.The facilities used by our contract manufacturers to manufacture our product candidates must be approved by the FDA pursuant to inspections that will becompleted after we submit our NDA to the FDA. We do not control the manufacturing process of aldoxorubicin and are completely dependent on our contractmanufacturing partners for compliance with the FDA's requirements for manufacture of aldoxorubicin. If our contract manufacturers cannot successfullymanufacture material that conforms to our specifications and the FDA's strict regulatory requirements, they will not be able to secure and/or maintain FDAapproval for the manufacturing facilities. In addition, we have no control over the ability of our contract manufacturers to maintain adequate quality control,quality assurance and qualified personnel. If the FDA does not approve these facilities for the manufacture of our product candidates or if it withdraws anysuch approval in the future, we may need to find alternative manufacturing facilities, which would significantly impact our ability to develop, obtainregulatory approval for or market our product candidates.If aldoxorubicin, our lead product candidate, or our other product candidates cannot be manufactured in suitable quantities and in accordance withregulatory standards, our clinical trials, regulatory approvals and marketing efforts for such products may be delayed. Such delays could adversely affect ourcompetitive position and our chances of generating significant recurring revenues. If any of our products that are approved for marketing cannot bemanufactured at an acceptable cost, the commercial success of such product candidates may be adversely affected.We may rely upon third parties in connection with the commercialization of our products.The marketing and commercialization of aldoxorubicin may require us to enter into strategic alliances or other collaborative arrangements with otherpharmaceutical companies under which those companies will be responsible for one or more aspects of the eventual marketing and commercialization ofaldoxorubicin, if it is approved for marketing.Any future product candidate, if approved for marketing, may not have sufficient potential commercial value to enable us to secure strategicarrangements with suitable companies on attractive terms, or at all. If we are unable to enter into such arrangements, we may not have the financial or otherresources to commercialize our products and may have to sell our rights in them to a third party or abandon their commercialization altogether.To the extent we enter into collaborative arrangements, we will be dependent upon the timeliness and effectiveness of the development and marketingefforts of our contractual partners. If these companies do not allocate sufficient personnel and resources to these efforts or encounter difficulties in complyingwith applicable FDA and other regulatory requirements, we may not obtain regulatory approvals as planned, if at all, and the timing of receipt or the amountof revenue from these arrangements may be materially and adversely affected. By entering into these arrangements rather than completing the developmentand then 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 patentsor other proprietary rights that cover them. Although we have rights to patents and patent applications directed to aldoxorubicin and other productcandidates, these patents and applications may not prevent third parties from developing or commercializing similar or identical technologies. In addition,our patents may be held 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 inthe United 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 existinglicensees from 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 theuse of confidentiality and invention assignment agreements with our employees, consultants and some of our contractors, it is possible that these personsmay disclose our trade secrets or know-how or that our competitors may independently develop or otherwise discover our trade secrets and know-how.If our product candidates infringe the rights of others, we could be subject to expensive litigation or be required to obtain licenses from others todevelop 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 in issuedpatents that our product candidates would infringe. In addition, if third parties file patent applications or obtain patents claiming technology also claimed byus or our licensors in issued patents or pending applications, we may have to participate in interference proceedings in the U.S. Patent and Trademark Officeto determine priority of invention. If third parties file oppositions in foreign countries, we may also have to participate in opposition proceedings in foreigntribunals to defend the patentability of our foreign patent applications.# 17 #If a third-party claims that we are infringing on 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 oncommercially acceptable 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 products we develop may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which couldhave a material adverse effect on our business.We intend to sell our products that may be approved for marketing primarily to hospitals, which generally receive reimbursement for the health careservices 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.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;·they are not excluded as immunizations; and·they have been approved by the FDA.There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, third-party payors,including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which newdrugs and biologics will be covered and reimbursed. The Medicare program covers certain individuals aged 65 or older, disabled or suffering from end-stagerenal disease. The Medicaid program, which varies from state-to-state, covers certain individuals and families who have limited financial means. TheMedicare and Medicaid programs increasingly are used as models for how private payors and other governmental payors develop their coverage andreimbursement policies for drugs and biologics. It is difficult to predict at this time what third-party payors will decide with respect to the coverage andreimbursement for our product candidates.Most third-party payors may deny coverage or reimbursement if they determine that a medical product was not used in accordance with cost-effectivetreatment methods, as determined by the third-party payor, or was used for an unapproved indication. Third-party payors also may refuse to cover andreimburse for experimental procedures and devices. Furthermore, because our programs are in the early stages of development, we are unable at this time todetermine their cost-effectiveness and the level or method of reimbursement. Increasingly, third-party payors are requiring that drug companies provide themwith predetermined discounts from list prices, and are challenging the prices charged for medical products. If the price we are able to charge for any productswe develop is inadequate in light of our development and other costs, our profitability could be adversely affected.# 18 #Healthcare legislative reform measures could hinder or prevent the commercial success of our products and product candidates.In the United States, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system thatcould affect our future revenues and profitability. Federal and state lawmakers regularly propose and, at times, enact legislation that results in significantchanges to the healthcare system, some of which are intended to contain or reduce the costs of medical products and services. For example, in March 2010,President Obama signed one of the most significant healthcare reform measures in decades, the Patient Protection and Affordable Care Act, as amended by theHealth Care and Education Reconciliation Act, or collectively, the Affordable Care Act. It contains a number of provisions, including those governingenrollment in federal healthcare programs, reimbursement changes and fraud and abuse measures, all of which will impact existing government healthcareprograms and will result in the development of new programs. The Affordable Care Act, among other things, (i) increases the minimum Medicaid rebatesowed by manufacturers under the Medicaid Drug Rebate Program, extends the rebate program to individuals enrolled in Medicaid managed careorganizations, and addresses new methodologies by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugsthat are inhaled, infused, instilled, implanted or injected, and for drugs that are line extension products; (ii) establishes annual fees and taxes onmanufacturers of certain branded prescription drugs, and (iii) enacts a new Medicare Part D coverage gap discount program, in which manufacturers mustagree to offer 50% point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as acondition for the manufacturer's outpatient drugs to be covered under Medicare Part D.In addition, other legislative changes have been proposed and adopted in the United States since the Affordable Care Act was enacted. On August 2,2011, the Budget Control Act of 2011 among other things, created measures for spending reductions by Congress. A Joint Select Committee on DeficitReduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach requiredgoals, thereby triggering the legislation's automatic reduction to several government programs. This includes aggregate reductions of Medicare payments toproviders up to 2% per fiscal year, which went into effect on April 1, 2013. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed intolaw, which, among other things, further reduced Medicare payments to several providers, including hospitals, imaging centers and cancer treatment centers.We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal andstate governments will pay for healthcare products and services, which could result in reduced demand for our products once approved or additional pricingpressures.We may also be subject to healthcare laws, regulation and enforcement and our failure to comply with those laws could adversely affect our business,operations and financial condition.If we obtain FDA approval for any of our product candidates and begin commercializing those products in the United States, our operations may bedirectly, or indirectly through our customers, subject to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute, the federal False Claims Act, and physician sunshine laws and regulations. These laws may impact, among other things, our proposed sales,marketing, and education programs. In addition, we may be subject to patient privacy regulation by both the federal government and the states in which weconduct our business. The laws that may affect our ability to operate include:·the federal Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receivingor providing remuneration, directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or orderingof a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs;·the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented,false claims, or knowingly using false statements, to obtain payment from the federal government, and which may apply to entities that providecoding and billing advice to customers;# 19 #·federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating tohealthcare matters;·the federal physician sunshine requirements under the Affordable Care Act, which requires manufacturers of drugs, devices, biologics, andmedical supplies to report annually to the Centers for Medicare & Medicaid Services information related to payments and other transfers of valueto physicians, other healthcare providers, and teaching hospitals, and ownership and investment interests held by physicians and otherhealthcare providers and their immediate family members;·the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic andClinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protectedhealth information; and·state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or servicesreimbursed by any third-party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with thepharmaceutical industry's voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government, orotherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drugmanufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketingexpenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from eachother in significant ways and may not have the same effect, thus complicating compliance efforts.Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our businessactivities could be subject to challenge under one or more of such laws. In addition, recent health care reform legislation has strengthened these laws. Forexample, the recently enacted Affordable Care Act, among other things, amends the intent requirement of the Federal Anti-Kickback Statute and criminalhealthcare fraud statutes. A person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it. In addition, the AffordableCare Act provides that the government may assert that a claim including items or services resulting from a violation of the Federal Anti-Kickback Statuteconstitutes a false or fraudulent claim for purposes of the False Claims Act.Achieving and sustaining compliance with these laws may prove costly. In addition, any action against us for violation of these laws, even if wesuccessfully defend against it, could cause us to incur significant legal expenses and divert our management's attention from the operation of our business. Ifour operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject topenalties, including civil and criminal penalties, damages, fines, the exclusion from participation in federal and state healthcare programs, imprisonment, orthe curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.We are subject to intense competition, and we may not compete successfully.Aldoxorubicin is a conjugate of doxorubicin, a widely used anti-cancer drug. Doxorubicin is part of the anthracycline class of chemotherapy agents.Anthracyclines, many of which, including doxorubicin are generic, have been used throughout the world to treat various cancers for several decades. Due totheir track record of broad anti-cancer activity, new types of anthracyclines and modified or reformulated versions continue to be developed to overcometoxicities which limit the use of these drugs.Aldoxorubicin is a chemically modified version of doxorubicin that incorporates an acid sensitive linker technology to improve concentration in thetumor. We believe that the albumin-binding ability of aldoxorubicin will allow the compound to overcome many of the side effect issues typically associatedwith anthracyclines. We also believe that using albumin as a targeted carrier will allow for higher dosing, greater concentration of the drug in tumors andgreater efficacy.STS patients are typically treated with surgery followed by radiation therapy. For patients ineligible for surgery, radiation or both, chemotherapy is theonly option. Doxorubicin is the only approved first-line drug for treating STS 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, gemcitabine with docetaxel,dacarbazine and liposomal doxorubicin marketed in the United States as Doxil® by Johnson & Johnson. Pazopanib (Votrient®), developed byGlaxoSmithKline and now marketed by Novartis, was approved in the United States and Europe in 2012 for the treatment of certain types of advanced STSfollowing prior chemotherapy. In October 2015, the Janssen unit of Johnson & Johnson received approval for trabectedin (Yondelis®) for the treatment ofpatients with leiomyosarcoma and liposarcoma, that have previously received an anthracycline-containing regimen. In January 2016, the FDA approvedEisai's eribulin (Halaven®) as a treatment for patients with unresectable or metastatic liposarcoma who have received a prior anthracycline. Eli Lilly isconducting a Phase 3 clinical trial with olaratumab in combination with doxorubicin in first-line STS. Eli Lilly stated in October 2015 that they plan tosubmit a rolling new drug application based on the Phase 2 clinical trial results in STS. There are other approaches to treating STS in clinical development,including Morphotek's ontuxizumab in combination with chemotherapy, and Tracon Pharmaceuticals' TRC-105 in combination with pazopanib. # 20 #Patients with glioblastoma multiforme, or GBM, generally undergo invasive brain surgery, although disease progression following surgery is nearly100%. The front-line therapy for GBM following surgery is radiation in combination with temozolomide (Temodar®). Bevacizumab (Avastin®) has beenapproved for the treatment of GBM in patients progressing after prior therapy. Drugs in development to treat GBM include nivolumab by Bristol-MyersSquibb, DCVax by Northwest Biotherapeutics, TRC-105 from Tracon Pharmaceuticals, veliparib by AstraZeneca and buparlisib by Novartis.Treatment for newly diagnosed SCLC typically consists of cisplatin or carboplatin in combination with etoposide. Radiation may also be given forextensive-stage disease. While first-line treatment can yield overall response rates of 50-80%, the duration of response is often less than 90 days. Forrecurrent SCLC, topotecan (Hycamtin®) is standard therapy. SCLC patients who are sensitive to first-line treatment may receive topotecan or the genericchemotherapeutic drugs irinotecan, taxanes, gemcitabine or vinorelbine. Drugs in development for second-line SCLC include Bristol-Myers Squibb'sipilumimab (Yervoy®) and SC16LD6.5 by Stem CentRx, Inc. Kaposi's sarcoma is generally treated with radiation, surgery and/or liposomal doxorubicin. Liposomal daunorubicin (DaunoXome®, Galen US), with orwithout paclitaxel, is also recommended as treatment for advanced disease. Other drugs in development for Kaposi's sarcoma include selumetinib byAstraZeneca and pomalidamide by Celgene. 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, wewill be 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 fora number 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.As a result, these competitors may:·succeed in developing competitive products sooner than us 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 us to marketing or selling products;·introduce or adapt more quickly than us to new technologies and other scientific advances;·introduce products that render our products obsolete;·withstand price competition more successfully than us or our strategic partners or licensees;·negotiate third-party strategic alliances or licensing arrangements more effectively than us; and·take better advantage than us of other opportunities.# 21 #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 up to an aggregate of $7.5 million upon meeting specifiedclinical and 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 any 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.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. The earnout mergerconsideration, if any, will be payable in shares of our common stock, subject to specified conditions, or, at our election, in cash or by a combination of sharesof our common stock and cash. Our common stock will be valued for purposes of any future earnout merger consideration based upon the trading price of ourcommon stock at the time the earnout merger consideration is paid.We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurityincidents, could harm our ability to operate our business effectively.We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including anycybersecurity incidents, could harm our ability to operate our business effectively. We maintain sensitive data pertaining to our Company on our computernetworks, including information about our development activities, our intellectual property and other proprietary business information. Our internalcomputer systems and those of third parties with which we contract may be vulnerable to damage from cyber-attacks, computer viruses, unauthorized access,natural disasters, terrorism, war and telecommunication and electrical failures, despite the implementation of security measures. System failures, accidents orsecurity breaches could cause interruptions to our operations, including material disruption of our development activities, result in significant data losses ortheft of our intellectual property or proprietary business information, and could require substantial expenditures to remedy. To the extent that any disruptionor security breach were to result in a loss of, or damage to, our data or applications or inappropriate disclosure of confidential or proprietary information, wecould incur liability and our development programs could be delayed, any of which would harm our business and operations.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 byus may prove inadequate in the event of a claim against us. Any claims asserted against us also may divert management's attention from our operations, andwe may have to incur substantial costs to defend such claims even if they are unsuccessful.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 morecompanies that own such technologies. We have no current understanding or agreement to acquire any technologies, however, and we may not be able toidentify or successfully acquire any additional technologies. We also may seek to acquire products from third parties that already are being marketed or havebeen approved for marketing, although we have not currently identified any of these products. We do not have any prior experience in acquiring ormarketing products approved for marketing and may need to find third parties to market any products that we might acquire.# 22 #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 tocapitalize on opportunities presented by the new technologies and product candidates.We may determine to issue shares of our common stock to acquire additional technologies or products or in connection with a merger or acquisition ofanother company. 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. The conduct of clinical trials outside the United States could have a significantimpact 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 significantgeographic 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 country of dispute,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.Drug discovery is a complex, time-consuming and expensive process, and we may not succeed in creating new product candidates.Conducting drug discovery and pre-clinical development of our albumin-binding technology is a complex and expensive process that will take manyyears. Accordingly, we cannot be sure whether or when our drug discovery and pre-clinical development activities will succeed in developing any newproduct candidates. In addition, any product candidates that we develop in pre-clinical testing may not demonstrate success in clinical trials required formarketing approval.Any deficiency in the design, implementation or oversight of our drug discovery and pre-clinical testing programs could cause us to incur significantadditional costs, experience significant delays, prevent us from obtaining marketing approval for any product candidate that may result from these programsor abandon development of certain product candidates. If any of these risks materializes, it could harm our business and cause our stock price to decline.# 23 #We have a limited operating history in drug discovery, which is inherently risky, and we may not succeed in addressing these risks.We have operated our drug discovery laboratory and LADR™ development program since October 2014. Accordingly, we have a limited operatinghistory in conducting our own drug discovery programs. Consequently, there is limited information for investors to use as basis for assessing the viability ofour drug discovery efforts. Investors must consider the risks and difficulties inherent in drug discovery and pre-clinical activities, including the following:·difficulties, complications, delays and other unanticipated factors in connection with the development of new drugs;·competition from companies that have substantially greater assets and financial resources than we have;·our ability to anticipate and adapt to a competitive market and rapid technological developments;·our need to rely on multiple levels of complex financing agreements with outside funding due to the length of drug development cycles andgovernmental approved protocols associated with the pharmaceutical industry; and·our dependence upon key scientific personnel, including Felix Kratz, Ph.D., our Vice President of Drug Discovery.We cannot be certain that we will successfully address these risks or that our drug discovery efforts will be successful. In the event that we do notsuccessfully address these risks, our business, prospects, financial condition and results of operations could be materially and adversely affected. We alsomay be required to reduce or discontinue altogether our drug discovery and pre-clinical programs.Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership change," the corporation's ability to useits pre-change net operating loss carryforwards and other pre-change tax attributes (such as research and development tax credits) to offset its post-changeincome and taxes may be limited. In general, an "ownership change" occurs if there is a cumulative change in our ownership by "5% shareholders" thatexceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. As a result of a previous ownership change, ourannual utilization of approximately $62.3 million in federal net operating loss carryforwards will be substantially limited. If we experience ownershipchanges as a result of future transactions in our stock, we may be further limited in our ability to use our net operating loss carryforwards and other tax assetsto reduce taxes owed on the net taxable income that we earn. Any such limitations on the ability to use our net operating loss carryforwards and other taxassets could potentially result in increased future tax liability to us on any net income that we may earn in the future.Risks Associated with Our Common StockYou may experience future dilution as a result of future equity offerings or other equity issuances.To raise additional capital, we may in the future offer additional shares of our common stock, preferred stock or other securities convertible into orexchangeable for our common stock. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share thatis equal to or greater than the price per share that you may pay for the shares of our common stock offered hereby. The price per share at which we selladditional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher orlower than the price per share that you may pay for the shares of our common stock.Our common stock may be delisted from The NASDAQ Capital Market.On August 24, 2016, we received notice from The NASDAQ Capital Market ("Nasdaq") that the closing bid price for our common stock had been below$1.00 for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirement for continuedinclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notice indicates that we will have 180 calendar days, or until February21, 2017, to regain compliance with this requirement. On February 22, 2017, Nasdaq notified us that we are eligible for an extension to comply with theminimum $1.00 bid price requirement through August 21, 2017, by which date we must evidence compliance for at least ten consecutive business days. Ifcompliance cannot be demonstrated by August 21, 2017, Nasdaq will provide written notification that our common stock will be delisted. In the event ofsuch a notification, we may appeal Nasdaq's determination, but there can be no assurance Nasdaq would grant any such request for continued listing.If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we expect that Nasdaq will notify us that ourcommon stock will be subject to delisting.# 24 #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 in 2016 ranged from $0.36 to $3.66 per share, and it may continue to experience significant volatility from time totime. Factors that may affect the market price of our common stock include the following:·announcements of interim or final results of our clinical trials or our drug discovery activities;·announcements of regulatory developments or technological innovations by us or our competitors;·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.Our outstanding options and warrants and the availability for resale of the underlying shares may adversely affect the trading price of our commonstock.As of December 31, 2016, we had outstanding stock options to purchase 17,479,770 shares of our common stock at a weighted-average exercise price of$2.37 per share and outstanding warrants to purchase 32,502,790 shares of common stock at a weighted-average exercise price of $0.68 per share. Ouroutstanding options and warrants could adversely affect our ability to obtain future financing or engage in certain mergers or other transactions, since theholders of options and warrants can be expected to exercise them at a time when we may be able to obtain additional capital through a new offering ofsecurities on terms more favorable to us than the terms of outstanding options and warrants. For the life of the options and warrants, the holders have theopportunity 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 ofoutstanding options and warrants will also dilute the ownership interests of our existing stockholders. Many of our outstanding warrants contain anti-dilutionprovisions pertaining to dividends with respect to our common stock. In the event that these anti-dilution provisions are triggered by us in the future, wewould likewise be required to reduce the exercise price, and increase the number of shares underlying, those warrants, which would have a dilutive effect onour 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.# 25 #We cannot assure investors that our internal controls will prevent future material weaknesses.As of December 31, 2015, we identified a control deficiency in our financial reporting process concerning a non-routine and unusual item thatconstituted a material weakness in our internal controls. Since then, we have performed a comprehensive review of significant and unusual transactions, andduring the quarter ended September 30, 2016, we implemented new controls and strengthened existing controls over the identification and accounting forsignificant and unusual transactions. As of September 30, 2016, our management concluded that the controls were operating effectively and that the materialweakness as of December 31, 2015 had been fully remediated. There can be no assurance, however, that the new controls will prevent the weakness from re-occurring in the future.There also can be no assurance that we will not suffer from other material weaknesses in the future. If we fail to remediate these material weaknesses orfail to otherwise maintain effective internal controls over financial reporting in the future, such failure could result in a material misstatement of our annual orquarterly financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence inour financial statements, limit our ability to raise capital and have a negative effect on the trading price of our common stock. Additionally, failure toremediate the material weaknesses or otherwise failing to maintain effective internal controls over financial reporting may also negatively impact ouroperating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation andregulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures.We are subject to legal actions that could adversely affect our financial condition.We announced in December 2015 and January 2016 that we agreed to settle federal securities class actions and stockholder derivative lawsuits filed in2014 against us and certain of our officers and directors. In July 2016, Securities-related class action lawsuits and derivative litigation have often beenbrought against companies, including many biotechnology companies, which experience volatility in the market price of their securities. This risk isespecially relevant for biotechnology and biopharmaceutical companies such as ours, which often experience significant stock price volatility in connectionwith their product development programs.As described further in Item 3 of Part I of this Annual Report, our directors and certain of our officers are subject to stockholder derivative claimspending in the Delaware Court of Chancery and we and certain of our officers are subject to class-action complaints filed in the U.S. District Court for theCentral District of California. Although we carry director's and officer's and other liability insurance, we must pay the first legal fees and other litigationexpenses incurred up to the application retention, or deductible, amounts under our insurance policies, and the insurance may not be sufficient to cover all ofthe liabilities that we may incur in connection with the pending or possible future legal actions. As a result, the pending legal proceedings and any futurelegal actions may adversely affect out financial condition.Our anti-takeover measures may make it more difficult to change our management, or may discourage others from acquiring us, and thereby adverselyaffect stockholder value.We have a stockholder rights plan and provisions in our restated by-laws, as amended, that are intended to protect our stockholders' interests byencouraging anyone seeking control of our company to negotiate with our board of directors. These provisions may discourage or prevent a person or groupfrom acquiring us without the approval of our board of directors, even if the acquisition would be beneficial to our stockholders.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. Theclassification of our board increases the amount of time it takes to change majority control of our board of directors and may cause potential acquirers to loseinterest in a potential purchase of us, regardless of whether our purchase would be beneficial to us or our stockholders. The additional time and cost to changea majority of 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 by-laws 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 by-laws 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 newdirectors, these bylaw provisions may also make our existing management less responsive to the views of our stockholders with respect to our operations andother issues 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.# 26 #Our restated by-laws, as amended, designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actionsand proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputeswith us or our directors, officers or other employees.Our by-laws provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole andexclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by anydirector, officer or other employee to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware GeneralCorporation Law, or (iv) any action asserting a claim that is governed by the internal affairs doctrine. Any person purchasing or otherwise acquiring anyinterest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our by-laws. This choice-of-forumprovision may limit our stockholders' ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or otheremployees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our amended and restated by-laws inapplicable orunenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving suchmatters in other jurisdictions, which could adversely affect our business and financial condition.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 stock offeringswithout further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value of our outstanding common stock. Inparticular, specific rights granted to future holders of preferred stock may include voting rights, preferences as to dividends and liquidation, conversion andredemption rights, sinking fund provisions, and restrictions on our ability to merge with or sell our assets to a third party.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,or may decline in value.Item 1B. UNRESOLVED STAFF COMMENTSNone.Item 2. PROPERTIESWe lease our headquarters in Los Angeles, California. The lease covers approximately 5,739 square feet of office and storage space and expires inFebruary 2020. Our monthly rent is $20,752, which is subject to annual increases. In addition to the monthly rent, we are responsible for paying ourallocable portion of operating expenses. We have an option to extend the term of the lease for a five-year period and a right of first offer during the extendedlease term to lease any available space on the sixth floor of the premises, subject to the terms and conditions set forth in the lease agreement. We also leaseadditional storage space for approximately 540 square feet. This lease expires in February 2020, and requires us to make monthly payments of $1,185,subject to annual increases. We lease laboratory space in Freiburg, Germany, covering approximately 376 square meters (4,047 square feet). In January, 2016, we signed a leaseamendment increasing the space to 752 square meters (8,094 square feet), effective August 1, 2016. Our monthly rent is €10,070 (approximately $11,143),which is subject to annual increases. The amended lease expires on September 30, 2018, and we have an option to extend the term of the lease for up to threeadditional three-year periods.# 27 #Item 3. LEGAL PROCEEDINGSThe Company is occasionally involved in legal proceedings and other matters arising from the normal course of business. As previously reported inthe Company's Quarterly Report filed with the SEC on November 9, 2016, the following actions are currently outstanding:Shareholder Derivative Action in California. On August 14, 2014, a shareholder derivative lawsuit, captioned Pankratz v. Kriegsman, et al., 2:14-cv-06414-PA-JPR, was filed in the United States District Court for the Central District of California purportedly on our behalf against certain of our officersand each of our directors. On August 15, 2014, a virtually identical complaint was filed, captioned Taylor v. Kriegsman, et al., 2:14-cv-06451. Each of thecomplaints alleged breach of fiduciary duties, unjust enrichment, gross mismanagement, abuse of control, insider selling and misappropriation of informationin connection with our alleged retention of DreamTeamGroup and MissionIR, as well as our December 9, 2013 grant of stock options to certain boardmembers and officers. The complaint seeks unspecified damages, corporate governance and internal procedures reforms, restitution, disgorgement of allprofits, benefits, and other compensation obtained by the individual defendants, and the costs and disbursements of the action. On October 8, 2014, the Courtconsolidated the Pankratz and Taylor cases and appointed lead plaintiffs and co-lead counsel. After a series of procedural events including an interveningstay of the action, on November 2, 2015, the Court granted the defendants' motion to dismiss the consolidated action on grounds of forum non conveniens,largely based on our by-law requiring derivative actions to be filed in the Delaware Court of Chancery. On November 17, 2015, Plaintiffs filed an appealwith the Ninth Circuit Court of Appeals. While the case was pending on appeal, on December 22, 2015, the parties executed a Memorandum ofUnderstanding to settle the derivative action. On April 4, 2016, the plaintiffs filed a Motion for Preliminary Approval of the Shareholder DerivativeSettlement in the District Court. On May 31, 2016, however, the Court denied without prejudice the Motion for Preliminary Approval of the Settlement onprocedural grounds that included the Court's view that the settlement could not be considered until the Court's November 2 judgment dismissing the case wasvacated. The Court granted the parties the opportunity to file a motion to set aside the November 2 judgment. However, on August 17, 2016, the Courtdenied the parties' motion to set aside the judgment. No party took an appeal. Accordingly, the derivative litigation in California has concluded.Shareholder Derivative Actions in Delaware. There are two competing derivative complaints pending in the Delaware Court of Chancery allegingclaims related to our alleged retention of DreamTeamGroup and MissionIR. On December 14, 2015, a shareholder derivative complaint, captionedNiedermeyer et al. v. Kriegsman et al., C.A. No. 11800, was filed against certain of our officers and directors, for which a second amended complaint was filedon October 12, 2016. On September 6, 2016, one of the plaintiffs in the California litigation (discussed above) effectively refiled his complaint in theDelaware Court of Chancery, with the case captioned Taylor v. Kriegsman, C.A. No. 12720. Following competing motions for appointment of a lead plaintiffand lead counsel, on February 22, 2017, the Court of Chancery appointed Niedermeyer et al. as the lead plaintiffs in the complaint. We and the defendantofficers and defendants will be responding appropriately to the operative complaint.Class Action in California. On July 25 and 29, 2016, nearly identical class action complaints were filed in the U.S. District Court for the CentralDistrict of California, titled Crihfield v. CytRx Corp., et al., Case No. 2:16-cv-05519 and Dorce v. CytRx Corp., Case No. 2:16-cv-05666 alleging that we andcertain of our officers violated the Securities Exchange Act of 1934 by allegedly making materially false and/or misleading statements, and/or failing todisclose material adverse facts to the effect that the clinical hold placed on the Phase 3 trial of aldoxorubicin for STS would prevent sufficient follow-up forpatients involved in the study, thus requiring further analysis, which could cause the trial's results and/or FDA approval to be materially adversely affected ordelayed. The plaintiffs allege that such wrongful acts and omissions caused significant losses and damages to a class of persons and entities that acquired oursecurities between November 18, 2014 and July 11, 2016, and seek an award of compensatory damages, costs and expenses, including counsel and expertfees, and such other and further relief as the Court may deem just and proper. On October 26, 2016, the Court entered an Order consolidating the actions titledIn re: CytRx Corporation Securities Litigation, Master File No. 16-cv-05519-SJO and appointing a Lead Plaintiff and Lead Counsel. On January 13, 2017, afirst amended complaint was filed in the Crihfield matter, which is now the controlling pleading. We and the individual defendants filed a motion to dismissthe first amended complaint on March 14, 2017.We intend to vigorously defend against the foregoing complaints. We have directors' and officers' liability insurance, which will be utilized in thedefense of these matters. The liability insurance may not cover all of the future liabilities we may incur in connection with the foregoing matters. Theseclaims are subject to inherent uncertainties, and management's view of these matters may change in the future. We evaluate developments in legal proceedings and other matters on a quarterly basis. If an unfavorable outcome becomes probable and reasonablyestimable, we could incur charges that could have a material adverse impact on our financial condition and results of operations for the period in which theoutcome becomes probable and reasonably estimable# 28 # Item 4. MINE SAFETY DISCLOSURESNot Applicable.# 29 #PART IIItem 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESMarket InformationOur common stock is traded on The NASDAQ Capital Market under the symbol "CYTR." The following table sets forth the high and low sale prices forour common stock for the periods indicated as reported by The NASDAQ Capital Market: High Low Fiscal Year 2016: Fourth Quarter $0.74 $0.36 Third Quarter $2.67 $0.55 Second Quarter $3.66 $2.13 First Quarter $3.08 $1.55 Fiscal Year 2015: Fourth Quarter $3.41 $2.32 Third Quarter $4.20 $1.98 Second Quarter $5.42 $3.30 First Quarter $3.88 $2.51 HoldersOn March 15, 2017, there were approximately 387 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.DividendsWe have not paid any cash dividends since our inception and do not contemplate paying any cash dividends in the foreseeable future.Equity Compensation PlansThe following table sets forth certain information as of December 31, 2016, regarding securities authorized for issuance under our equity compensationplans:# 30 # Plan Category (a)Number ofSecurities to beIssued UponExercise ofOutstandingOptions,Warrants andRights (b)Number ofIssued Sharesof RestrictedStock (c)Weighted-AverageExercise Priceof OutstandingOptions,RestrictedStock,Warrants andRights Number ofSecuritiesRemainingAvailable forissuance UnderEquityCompensationPlans(ExcludingSecuritiesReflected inColumns (a)and (b) Equity compensation plans approved by our security holders: 2000 Long-Term Incentive Plan 487,690 — $6.89 — 2008 Stock Incentive Plan 16,992,080 2,325,581 2.14 12,112,719 Equity compensation plans not approved by our security holders: Outstanding warrants (1) 32,502,790 — 0.68 — Total 49,982,560 2,325,581 $1.23 12,112,719 ______________ (1)The warrants shown were issued in discrete transactions from time to time as compensation for services rendered by consultants, advisors or otherthird parties, 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 approximate the market price of our common stock at or about the date of grant, and thewarrant terms range from two to ten years from the grant date. The warrants contain customary anti-dilution adjustments in the event of a stock split, reversestock split, reclassification or combination of our outstanding common stock and similar events and certain of the warrants contain anti-dilution adjustmentstriggered by other corporate events, such as dividends.Comparison of Cumulative Total ReturnsThe following line graph presentation compares cumulative total stockholder returns of CytRx with The NASDAQ Stock Market Index and The NASDAQPharmaceutical Index (the "Peer Index") for the five-year period from December 31, 2012 to December 31, 2016. The graph and table assume that $100 wasinvested in each of our common stock, The NASDAQ Stock Market Index and the Peer Index on December 31, 2011, and that all dividends were reinvested.This data was furnished by Zacks Investment Research.Comparison of Cumulative Total Returns December 31, 2012 2013 2014 2015 2016 CytRx Corporation 95.41 319.90 139.80 135.20 18.88 The NASDAQ Stock Market Index 117.45 164.57 188.84 201.98 219.89 The NASDAQ Pharmaceutical Index 133.05 219.35 286.31 302.95 236.32 Recent Issuances of Unregistered SecuritiesNone.Repurchase of SharesWe did not repurchase any of our shares during the year ended December 31, 2016.# 31 #Item 6. SELECTED FINANCIAL DATAGeneralThe following selected financial data are derived from our audited financial statements. Our financial statements for these past five years 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 of FinancialCondition and Results of Operations" and "Risk Factors" sections of this Annual Report. Financial information provided below has been rounded to thenearest thousand (except for per share data). 2016 2015 2014 2013 2012 Statement of Operations Data: Revenue Licensing revenue $200,000 $100,000 $100,000 $300,000 $100,000 Total revenue $200,000 $100,000 $100,000 $300,000 $100,000 Net loss $(50,771,000) $(58,587,000) $(30,118,000) $(47,485,000) $(17,964,000)Basic and diluted loss per share applicable to common stock $(0.63) $(0.97) $(0.55) $(1.44) $(0.78)` Balance Sheet Data: Cash, cash equivalents and short-term investments $56,959,000 $57,297,000 $77,840,000 $38,568,000 $38,344,000 Total assets $62,770,000 $67,024,000 $85,693,000 $41,500,000 $40,232,000 Total stockholders' equity $24,777,000 $44,079,000 $67,911,000 $10,661,000 $30,166,000 Factors Affecting ComparabilityIn December 2016, we completed a public offering of 11.5 million shares of our common stock and 3,300 shares of our Series B Convertible PreferredStock and re-priced outstanding July 2016 warrants to purchase 19.4 million shares of our common stock and extended the term of the warrants to July 2018. Net of underwriting discounts, legal, accounting and other offering expenses, we received proceeds of approximately $7.5 million.In July 2016, we completed a public offering issuing 28.6 million shares of our common stock and one-year warrants to purchase an equal number ofshares of our common stock in a public offering. Net of underwriting discounts, legal, accounting and other offering expenses, the Company receivedproceeds of approximately $18.3 million.In July 2015, we completed a $28.7 million underwritten public offering, in which we sold and issued approximately10.5 million shares of common stockat a price of $2.75 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately$26.8 million.In February 2014, we completed an $86.0 million underwritten public offering, in which we sold and issued 13.2 million shares of common stock at aprice of $6.50 per share. Net of underwriting discounts, legal, accounting and other offering expenses, we received proceeds of approximately $80.5 million.In October 2013, we completed a $25.9 million underwritten public offering, in which we sold and issued 11.5 million shares of common stock at a priceof $2.25 per share. Net of underwriting discounts, legal, accounting and other offering expenses, we received proceeds of approximately $24.1 million.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 price of$2.50 per share. Net of underwriting discounts, legal, accounting and other offering expenses, we received proceeds of approximately $21.5 million.# 32 #Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read together with the discussion under "SelectedFinancial Data" and our financial statements included in this Annual Report. This discussion contains forward-looking statements, based on currentexpectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materiallyfrom those anticipated in these forward-looking statements as a result of many important factors, including those set forth under the caption "Risk Factors"and elsewhere in this Annual Report.OverviewCytRx CorporationWe are a biopharmaceutical research and development company specializing in oncology. We currently are focused on the clinical development ofaldoxorubicin, our modified version of the widely-used chemotherapeutic agent, doxorubicin. Aldoxorubicin combines the chemotherapeutic agentdoxorubicin with a novel linker-molecule that binds specifically to albumin in the blood to allow for delivery of higher amounts of doxorubicin (3½ to 4times) without several of the major dose-limiting toxicities seen with administration of doxorubicin alone. Aldoxorubicin has received Orphan DrugDesignation (ODD) by the U.S. FDA for the treatment of soft tissue sarcomas (STS). ODD provides several benefits including seven years of marketexclusivity after approval, certain R&D related tax credits, and protocol assistance by the FDA. European regulators granted aldoxorubicin Orphandesignation for STS which confers ten years of market exclusivity among other benefits. We are also developing new anti-cancer drug conjugates that utilizeour Linker Activated Drug Release (LADRTM ) technology.In July 2016 we announced the initial analysis of top-line data from our on-going global, randomized Phase 3 clinical trial of aldoxorubicin as atreatment for patients with relapsed or refractory soft tissue sarcomas, or STS. The trial enrolled 433 patients at 79 sites in 15 countries including the U.S. andCanada.In November 2016 we announced updated results from our pivotal Phase 3 clinical trial evaluating aldoxorubicin compared to investigator's choicein patients with relapsed or refractory soft tissue sarcomas (STS). The study demonstrated a statistically significant improvement in progression-free survival(PFS) between aldoxorubicin and investigator's choice therapy in 246 patients with leiomyosarcoma and liposarcoma, (p=0.007). The hazard ratio (HR) was0.62 (95% CI 0.44-0.88), representing a 38% reduction in the risk of tumor progression for patients receiving aldoxorubicin versus investigator's choice. Leiomyosarcoma and liposarcoma are the two most common types of STS and accounted for 57% of the patients enrolled in the trial.Aldoxorubicin demonstrated a statistically significant improvement in PFS over investigator's choice in 312 patients treated in North America plusAustralia (p=0.028; HR=0.71, 95% CI 0.53-0.97). As previously reported, aldoxorubicin performed better than investigator's choice for the entire studypopulation and narrowly missed statistical significance (p=0.12; HR=0.81, 95% CI 0.64-1.06). All responses and PFS were determined by an independent,blinded central lab assessment of scans.Based upon the updated results of the Phase 3 trial, we have been granted a Type B pre-New Drug Application, or pre-NDA, meeting with the FDA todiscuss the regulatory path forward for aldoxorubicin. Depending upon the outcome of the meeting, which is scheduled to occur in March 2017, we intend tofile an NDA with the FDA.We are currently evaluating aldoxorubicin in a global Phase 2b clinical trial in second-line small cell lung cancer in which we currently expect toannounce top-line data in the second quarter of 2017, as the number of deaths and/or progressions needed for data analysis have not yet been reached. We arealso evaluating aldoxorubicin in a Phase 1b/2 trial in combination with ifosfamide in patients with STS. We previously completed Phase 2 clinical trials ofaldoxorubicin in patients with late-stage glioblastoma (brain cancer) and HIV-related Kaposi's Sarcoma, a Phase 1b trial in combination with gemcitabine insubjects with metastatic solid tumors, a Phase 1b clinical trial of aldoxorubicin in combination with doxorubicin in patients with advanced solid tumors anda Phase 1b pharmacokinetics clinical trial of aldoxorubicin in patients with metastatic solid tumors.We are also engaged at our laboratory facility in Freiburg, Germany in preclinical development in a new class of oncology candidates utilizing ourLADRTM technology to attach ultra-high potency drugs to albumin (10-1000 times more potent than traditional chemotherapies; these drugs are attachedonly to antibodies as antibody-drug conjugates, ADCs) to target tumors.In order to fund our business and operations, we have relied primarily upon sales of our equity securities, including proceeds from the exercise of stockoptions and common stock purchase warrants and we recently secured long-term financing. We also have received limited funding from our strategic partnersand licensees.At December 31, 2016, we had cash and cash equivalents of approximately $57.0 million but we are required under the terms of our outstanding long-term debt to maintain cash on hand of not less than three months' projected cash burn or $10 million, whichever is greater. Management believes that ourcurrent resources will be sufficient to fund our operations for the foreseeable future. The belief is based, in part, upon our currently projected expenditures for2017 of approximately $39.8 million, which includes approximately $16.4 million for our clinical programs for aldoxorubicin, approximately $3.7 millionfor pre-clinical development of new high potency cytotoxic albumin-binding cancer drugs, approximately $3.2 million for general operation of our clinicalprograms, approximately $8.0 million for other general and administrative expenses and $8.5 million of interest and principal payments on our outstandingterm loan. These projected expenditures are based upon numerous assumptions and subject to many uncertainties, and our actual expenditures may besignificantly different from these projections. While these projections represent our current expected expenditures, we have the ability to reduce the amountsand alter the timing of research and development expenditures as needed to manage our liquidity needs while still advancing our primary research anddevelopment objectives. We will ultimately be required to obtain additional funding in order to execute our long-term business plans, although we do notcurrently have commitments from any third parties to provide us with capital. We cannot assure that 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 our business plans and our business may suffer, which wouldhave a material adverse effect on our financial position, results of operations and cash flows.# 33 #Research and DevelopmentExpenditures for research and development activities related to continuing operations were $35.9 million, $43.4 million and $36.7 million, respectively,for the years ended December 31, 2016, 2015 and 2014, or approximately 68%, 68% and 74%, 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 2017 include approximately $16.4 million for our clinical programs for aldoxorubicin, approximately $3.7million for pre-clinical development of new high potency cytotoxic albumin-binding cancer drugs, and approximately $3.2 million for general operation ofour clinical programs. The actual cost of our clinical programs could differ significantly from our current projections due to any additional requirements ordelays imposed by the FDA in connection with our planned trials, or if actual costs are higher than current management estimates for other reasons, includingcomplications with manufacturing. In the event that actual costs of our clinical programs, or any of our other ongoing research activities, are significantlyhigher than our current estimates, we may be required to significantly modify our planned level of 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. Adiscussion of these and other risks and uncertainties associated with our business is set forth in the "Risk Factors" section of this Annual Report.Critical Accounting Policies and EstimatesManagement's discussion and analysis of our financial condition and results of operations are based on our financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requiresmanagement 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 stock options, impairment of long-livedassets, including accrued liabilities and certain expenses. We base our estimates on historical experience and on various other assumptions that are believedto be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that arenot readily apparent from other sources. Actual results may differ materially from these estimates under different 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 financial statements:Revenue RecognitionRevenue 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 Standards Codification ("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 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 of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Onceall conditions of the grant are met and no contingencies remain outstanding, the revenue is recognized as grant fee revenue and an earned but unbilledrevenue receivable is recorded.# 34 #Research and Development ExpensesResearch 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 our product candidates is expensed as incurred until technological feasibility has been established.Clinical Trial ExpensesClinical trial expenses, which are included in research and development expenses, include obligations resulting from our contracts with various contractresearch organizations, or CROs, in connection with conducting clinical trials of our product candidates. We recognize expenses for these activities based ona variety of factors, including actual and estimated labor hours, clinical site initiation activities, patient enrollment rates, estimates of external costs and otheractivity-based factors. We believe that this method is the best measure of the efforts expended on a clinical trial with the expenses we record. We adjust ourrate of clinical expense recognition if actual results differ from our estimates. If our estimates prove to be incorrect, clinical trial expenses recorded in anyparticular period could vary.Stock-based CompensationOur stock-based employee compensation plans are described in Note 14 of the Notes to 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-Based 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, andcompensation expense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees issubject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options or warrants are fullyvested.Net Income (Loss) Per ShareBasic net income (loss) per common share attributable to common shareholders 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 shares and common share equivalentsoutstanding. Potentially dilutive stock options and warrants to purchase approximately 50.0 million, 21.4 million and 17.4 million shares at December 31,2016, 2015 and 2014, respectively, were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive.# 35 #Liquidity and Capital ResourcesGeneralIn order to fund our business and operations, we have relied primarily upon sales of our equity securities, including proceeds from the exercise of stockoptions and common stock purchase warrants and we a long-term loan financing completed in February 2016. We also have received limited funding fromour strategic partners and licensees.At December 31, 2016, we had cash and cash equivalents of approximately $57.0 million but we are required under the terms of our outstanding long-term debt to maintain cash on hand of not less than three months' projected cash burn or $10 million, whichever is greater. Management believes that ourcurrent resources will be sufficient to fund our operations for the foreseeable future. The belief is based, in part, upon our currently projected expenditures for2017 of approximately $39.8 million, which includes approximately $16.4 million for our clinical programs for aldoxorubicin, approximately $3.7 millionfor pre-clinical development of new high potency cytotoxic albumin-binding cancer drugs approximately $3.2 million for general operation of our clinicalprograms, approximately $8.0 million for other general and administrative expenses and $8.5 million for interest and payments on our outstanding term loan.These projected expenditures are based upon numerous assumptions and subject to many uncertainties, and our actual expenditures may be significantlydifferent from these projections. While these projections represent our current expected expenditures, we have the ability to reduce the amounts and alter thetiming of research and development expenditures as needed to manage our liquidity needs while still advancing our primary research and developmentobjectives. We will ultimately be required to obtain additional funding in order to execute our long-term business plans, although we do not currently havecommitments from any third parties to provide us with long term debt or 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.If we obtain marketing approval and successfully commercialize aldoxorubicin or other product candidate, we anticipate it will take two 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 haveto license to other companies our product candidates or technologies that we would prefer to develop and commercialize ourselves.Discussion of Operating, Investing and Financing ActivitiesNet loss for the year ended December 31, 2016 was $50.8 million, and cash used for operating activities for that period was $49.9 million. The net lossreflects $6.7 million of stock option and warrant expense, and a non-cash gain of $3.8 million on the fair value adjustment of the warrant liability.Net loss for the year ended December 31, 2015 was $58.6 million, and cash used for operating activities for that period was $47.6 million. The net lossreflects $7.4 million of stock option and warrant expense, and a non-cash gain of $4.4 million on the fair value adjustment of the warrant liability.Net loss for the year ended December 31, 2014 was $30.1 million, and cash used for operating activities for that period was $40.6 million. The net lossreflects $6.6 million of stock option and warrant expense, and a non-cash gain of $19.1 million on the fair value adjustment of the warrant liability.For the year ended December 31, 2016, $34.0 million was provided by investing activities. This included $35.0 million of net proceeds from the sale ofshort-term investments partially offset by the purchase of equipment and furnishings of $1.0 million, primarily for our laboratory in Freiburg, Germany.For the year ended December 31, 2015, $10.3 million was provided by investing activities. This included $10.6 million net proceeds from the sale ofshort-term investments and the difference for purchase of equipment and furnishings, primarily for our laboratory in Freiburg, Germany.# 36 #For the year ended December 31, 2014, $19.5 million was used for investing activities. This included $18.5 million net for the purchase of short-terminvestments.Cash provided by financing activities for the year ended December 31, 2016 was $50.5 million, which included $25.8 million of net proceeds receivedfrom our December and July 2016 public offerings. We also received net proceeds of $24.0 million from our long-term loan financing in February 2016 and$0.7 million from the exercise of stock options and warrants.Cash provided by financing activities for the year ended December 31, 2015 was $27.4 million, which included $26.8 million of net proceeds receivedfrom our July 2015 public offering.Cash provided by financing activities for the year ended December 31, 2014 was $80.8 million, which included $80.5 million of net proceeds receivedfrom our February 2014 public offering.Off-Balance Sheet ArrangementsWe 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.Contractual ObligationsWe 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 paymentsmay 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). We also typically have to make royalty payments based upon a percentage of the sales of thepharmaceutical 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 multiple milestones are reached in the same period, the aggregate charge toexpense could be material to the results of operations in any one period. In addition, these arrangements often give us the discretion to unilaterally terminatedevelopment of the product, which would allow us to avoid making the contingent payments; however, we are unlikely to cease development if thecompound successfully achieves clinical testing objectives.Our current contractual obligations that will require future cash payments are as follows (in thousands): Payments due by periods as of December 31, 2016 Contractual Obligations Total Year 1 Years 2 and 3 Years 4 and 5 Years 6 andbeyond Operating lease obligations (1) $1,107 $397 $651 $59 $— Employment obligations (2) 8,110 3,257 2,739 2,114 — Term loan obligation (3) 30,706 8,037 19,290 3,379 — R&D contract obligations (4) 19,409 19,325 84 — — Total contractual obligations $59,332 $31,016 $22,764 $5,552 $— (1)Operating leases are primarily our facility lease obligations, as well as equipment and software lease obligations with third party vendors.(2) Employment agreements include management contracts that provide for minimum salary levels, adjusted periodically at the discretion of ourCompensation Committee, as well as minimum bonuses and employee benefits, in some cases.(3) Term loan obligation includes principal and interest payments and an end fee payment.(4)Research and development obligations relate primarily to our clinical trials. All of these obligations are cancelable upon notice without liability to us. We apply the disclosure provisions of ASC 460, Guarantees ("ASC 460"), to our contractual guarantees and indemnities. We have provided contractualindemnities to other parties against possible losses suffered or incurred by the indemnified parties in connection with various types of third-party claims, aswell 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 materialcosts as a result of these indemnities, and we do not expect to incur material costs in the future; further, we maintain insurance to cover certain losses arisingfrom these indemnities. Accordingly, we have not accrued any liabilities related to these indemnities.# 37 #Net Operating Loss Carryforwards At December 31, 2016, we had federal and state net operating loss carryforwards of $333.5 million and $224.0 million, respectively, available to offsetagainst future taxable income, which expire in 2017 through 2036.As a result of a change in-control that occurred in the CytRx shareholder base, approximately $62.3 million in federal net operating loss carryforwardsbecame substantially limited in their annual availability. We currently believe that the remaining $271.2 million in federal net operating loss carryforwards,and the $224.0 million in state net operating loss carryforwards, are unrestricted.As of December 31, 2016, we also had research and development and alternative minimum tax credits for federal and state purposes of approximately$16.0 million and $21.2 million, respectively, available for offset against future income taxes, which expire in 2022 through 2036. Based on an assessment ofall available evidence including, but not limited to, our 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, we have concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, asa result, a 100% deferred tax valuation allowance has been recorded against these assets.Results of OperationsWe incurred a net loss of $50.8 million, $58.6 million and $30.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.During 2016, 2015 and 2014, we recognized no service revenue 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 our licensees. During 2017, we are notanticipating any significant service or license fees revenue.If we receive a negative response from the FDA in our planned pre-NDA meeting, we may further reduce our headcount and discontinue certaindevelopment programs and drug discovery activities. For these reasons and others, our operating results may fluctuate from period to period, and the resultsof prior periods should not be relied upon as predictive of the results in future periods.Research and Development Years Ended December 31, 2016 2015 2014 (In thousands) Research and development expenses $34,107 $41,805 $34,203 Non-cash research and development expenses — — 1,543 Employee stock and stock option expense 1,823 1,591 932 Total $35,930 $43,396 $36,678 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 2016, 2015 and 2014 relate to our various development programs. In 2016, our research anddevelopment expenses decreased over 2015 primarily due to a reduction in costs for our pivotal, global Phase 3 clinical trial for STS with aldoxorubicin. Thecosts of our global Phase 2b clinical trial in SCLC remained consistent with the prior year. These expenses included approximately $27.1 million for ourclinical programs for aldoxorubicin, approximately $2.3 million at our drug discovery laboratory, and approximately $4.3 million for general operation ofour clinical programs. In 2015, research and development expenses totaled approximately $37.0 million for our clinical programs for aldoxorubicin, whichincluded a full year of costs in our pivotal, global Phase trial, approximately $1.7 million at our drug discovery laboratory, and approximately $3.6 millionfor general operation of our clinical programs. In 2014, we initiated our pivotal, global Phase 3 clinical trial and completed our global Phase 2b clinical trialwith aldoxorubicin as a first-line treatment for STS. In 2014, we also continued our Phase 2 clinical trial with aldoxorubicin in patients with late-stageglioblastoma (brain cancer), and initiated our global Phase 2b clinical trial in small cell lung cancer, a Phase 2 clinical trial in HIV-related Kaposi's sarcoma, aPhase 1b trial in combination with ifosfamide in patients with soft tissue sarcoma, and a Phase 1b trial in combination with gemcitabine in subjects withmetastatic solid tumors. In 2014, our development costs included approximately $29.9 million for our clinical programs for aldoxorubicin, approximately$1.0 million for pre-clinical development of new albumin-binding cancer drugs and approximately $3.3 million for general operation of our clinicalprograms. None of our research and development costs have ever been capitalized.As compensation to consultants, or 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 the fairvalue of the common stock, stock options or warrants granted, or the services received, whichever is more reliably measurable. In 2016 and 2015, we recorded$0 of non-cash expense, as compared to $1.5 million in 2014. In 2014, we issued 200,000 common shares to the licensor of aldoxorubicin in connection withthe establishment of the Company's Freiburg, Germany research and development laboratory. The fair value of the shares was $0.8 million; in addition weissued restricted stock to Dr. Dan Levitt, the Company's Chief Medical Officer with a fair value of $0.6 million. In 2016, we recorded $1.8 million ofemployee stock and stock option expense, as compared to $1.6 million in 2015 and $0.9 million in 2014.# 38 #General and Administrative Year Ended December 31, 2016 2015 2014 (In thousands) General and administrative expenses $11,078 $13,871 $8,724 Stock, stock option and warrant expenses to non-employees and consultants 236 226 1,737 Employee stock and stock option expense 4,677 5,568 2,384 Total $15,991 $19,665 $12,845 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 $11.1million, $13.9 million and $8.7 million in 2016, 2015 and 2014, respectively. In 2016, the general and administrative expenses decreased by 19.8%,primarily due to a significant decrease in legal fees of $4.2 million, offset by costs incurred from pre-commercialization activities of $1.6 million, whichincludes salaries and consultants. In July 2016, we ceased pre-commercialization activities pending updated results of our pivotal Phase 3 trial ofaldoxorubicin in STS. In 2015, these expenses increased by 59.0 % or approximately $5.1 million over 2014, as the litigation settlement expense was $5.5million (of which a non-cash amount of $4.5 million was settled through the issuance of our common shares) and insurance premiums increased by $0.3million, offset by a decrease in professional fees of $0.5 million, a decrease in payroll of $0.1 million and other small decreases.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. In 2016, we recorded $0.2 million ofsuch expenses, as compared to $0.2 million and $1.7 million in 2015 and 2014, respectively. We recorded employee stock option expense of $4.7 million,$5.6 million and $2.4 million in 2016, 2015 and 2014, respectively.Depreciation and AmortizationDepreciation and amortization expenses for the years ended December 31, 2016, 2015 and 2014 were approximately $0.5 million, $0.3 million and $0.2million, respectively. The depreciation expense reflects the depreciation of our equipment and furnishings.Other IncomeIn 2016, 2015 and 2014, we recognized non-cash gains of $3.8 million, $4.4 million and $19.1 million, respectively, on the revaluation of our warrantderivative liabilities related to warrants issued in July 2016 and August 2011.Interest IncomeInterest income was $0.3 million in 2016, $0.2 million in 2015 and $0.3 million in 2014. 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 interest rates.Interest ExpenseOn February 5, 2016, we entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. ("HTGC"), as administrative agentand lender, and Hercules Technology III, L.P., as lender. The lenders made term loans on February 8, 2016 in the aggregate principal amount of $25 million,and at an interest rate 9.5%. On December 15, 2016, the interest rate increased to 9.75%. Total interest expense in 2016 was $2.8 million, as compared to $0in both 2015 and 2014.# 39 #Recent Accounting PronouncementsIn January 2017, the FASB issued an ASU entitled "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." Theobjective of the ASU is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. This ASUis effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We do notbelieve that the adoption of this guidance will have a material impact on our financial statements.In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15 "Statement of Cash Flows (Topic 230): Classification of CertainCash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)." The objective of ASU No. 2016-15 is to provide specific guidance oneight cash flow classification issues and how to reduce diversity in how certain cash receipts and cash payments are presented and classified in the statementof cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this update are effective for public business entities for fiscalyears beginning after December 15, 2017 and interim periods within those fiscal years. We are still in the process of determining the impact that theimplementation of ASU 2016-15 will have on the Company's financial statements.In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation—Stock Compensation ("ASU 2016-09"). ASU 2016-09 includesseveral areas of simplification to stock compensation including simplifications to the accounting for income taxes, classification of excess tax benefits on theStatement of Cash Flows and forfeitures. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016. An entity that elects earlyadoption must adopt all of the amendments in the same period. We do not believe that the adoption of this guidance will have a material impact on ourfinancial statements.In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires companies to recognize all leases as assets and liabilities onthe consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishingbetween finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operatingleases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accountingmodel in Topic 842, the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largelyunchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periodswithin those fiscal years. Earlier application is permitted. We are currently evaluating the impact that the adoption of this ASU will have on our financialstatements.In January 2016, the FASB issued ASU No. 2016-01 "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of FinancialAssets and Financial Liabilities." ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financialinstruments. With respect to our financial statements, the most significant impact relates to the accounting for equity investments. It will impact thedisclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within those yearsbeginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. We are currently in the process of evaluatingthe impact of the adoption of this standard on our financial statements. In November 2015, the FASB issued ASU No. 2015-17 "Income Taxes: Balance Sheet Classification of Deferred Taxes". ASU 2015-17 simplifies thebalance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 is effective for fiscal yearsbeginning after December 15, 2016 with early adoption permitted. The adoption of this update will not have a material effect on our financial statements.In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires that debtissuance costs be reported in the balance sheet as a direction deduction from the face amount of the related liability, consistent with the presentation of debtdiscounts. Further, ASU 2015-03 requires the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and anydiscount or premium are considered in the aggregate when determining the effective interest rate on the debt. ASU 2015-03 is effective for fiscal yearsbeginning after December 15, 2015, and interim periods within those fiscal years. ASU 2015-03 must be applied retrospectively. Entities may choose toadopt the new requirements as of an earlier date for financial statements that have not been previously issued. We adopted this Accounting Standard effectiveJanuary 1, 2016.In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes nearly all existingrevenue recognition guidance under accounting principles generally accepted in United States ("U.S. GAAP"). The core principle of ASU 2014-09 is torecognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to beentitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimatesmay be required within the revenue recognition process than are required under existing U.S. GAAP.In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers" ("ASU 2015-14") which deferred the effective date by oneyear to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted only as of annual reporting periodsbeginning after December 15, 2016, including interim reporting periods within that reporting period.When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of thestandard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect ofinitially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impactof our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt thestandard.In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)". The new guidanceaddresses management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to providerelated footnote disclosures. Management's evaluation should be based on relevant conditions and events that are known and reasonably knowable at thedate that the financial statements are issued. The standard will be effective for the annual reporting periods ending after December 15, 2016, and for interimperiods thereafter. The Company adopted this Accounting Standard on its financial statements in the year ended December 31, 2016.# 40 #Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKHistorically, 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 institutionalmoney market funds. The primary objective of our investment activities is to preserve principal. Due to the short-term nature of our investments, we believethat we are not exposed to any material market risk. We do not have any speculative or hedging derivative financial instruments or foreign currencyinstruments. If interest rates had varied by 10% in the year ended December 31, 2016, it would not have had a material effect on our results of operations orcash flows for that period.Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAOur financial statements and supplemental schedule and notes thereto as of December 31, 2016 and 2015, and for each of the three years in the periodended December 31, 2016, together with the reports thereon of our independent registered public accounting firm, are set forth beginning on page F-1 of thisAnnual Report.Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.Item 9A. CONTROLS AND PROCEDURESConclusion Regarding the Effectiveness of Disclosure Controls and ProceduresOur 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, 2016, the endof the 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, 2016, as described further below.There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 that materially affected,or are reasonably likely to have a material effect, on our internal control over financial reporting.Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in ExchangeAct Rule 13a-15(f). As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 we identified a materialweakness related to our internal control over a significant and unusual non-cash transaction. The material weakness resulted in an inaccurate conclusionrelated to the accrual and presentation of an obligation incurred in connection with the litigation settlement referred to in Note 9 of the financial statementsthat was payable in a variable number of shares of our common stock. During the quarter ended September 30, 2016, we implemented new controls andstrengthened existing controls over the identification and accounting for significant and unusual transactions. We have tested the remedial controls for asufficient period of time and have concluded that these controls are operating effectively. Therefore, we have concluded that the material weakness in theCompany's internal controls previously described over financial reporting has been fully remediated.Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessedthe effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria set forthby the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013 Edition) ("theFramework"). Based upon management's assessment using the criteria contained in COSO, management has concluded that our internal control over financialreporting was effective as of December 31, 2016. Our internal control over financial reporting as of December 31, 2016 has been audited by BDO USA, LLP, an independent registered public accountingfirm, as stated in their report below.# 41 #Report of Independent Registered Public Accounting FirmBoard of Directors and StockholdersCytRx CorporationLos Angeles, CaliforniaWe have audited CytRx Corporation's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). CytRx Corporation'smanagement is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express anopinion on the Company'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 reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the 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, 2016, 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 CytRxCorporation as of December 31, 2016 and 2015, and the related statements of operations, stockholders' equity, cash flows and schedule for each of the threeyears in the period ended December 31, 2016 and our report dated March 15, 2017 expressed an unqualified opinion thereon./s/ BDO USA, LLPLos Angeles, CaliforniaMarch 15, 2017# 42 # Item 9B. OTHER INFORMATIONNone.# 43 #PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe following table sets forth information concerning our directors and executive officers:Name Age Class ofDirector (1) PositionSteven A. Kriegsman 75 II Director, Chairman of the Board and Chief ExecutiveOfficerLouis Ignarro, Ph.D. 75 I Lead Director (2) (3) (4) (5)Eric Selter 59 III Director (2)Anita J. Chawla, Ph.D. 58 II Director (3) (5)Earl Brien. M.D. 56 III Director (2) (3) (4)John Y. Caloz 65 — Chief Financial OfficerDaniel J. Levitt, M.D., Ph.D. 69 — Chief Operating Officer and Chief Medical OfficerScott Wieland, Ph.D. 57 — Senior Vice President-Drug Development____________(1)Our Class I director serves until the 2019 annual meeting of stockholders, our Class II directors serve until the 2017 annual meeting of stockholders, andour Class III directors serve until the 2018 annual meeting of stockholders.(2)Members of our Audit Committee. Mr. Selter is Chairman of the Committee.(3)Members of our Nominating and Corporate Governance Committee. Dr. Ignarro is Chairman of the Committee.(4)Members of our Compensation Committee. Dr. Ignarro is Chairman of the Committee.(5)Members of our Strategy Committee. Ms. Chawla is Chairwoman of the CommitteeSteven A. Kriegsman has been CytRx's Chief Executive Officer and a director since July 2002. In October 2014, he was elected Chairman of the Board.Mr. Kriegsman served on the boards of directors of Galena Biopharma, Inc. from 2009 until 2016 and Catasys, Inc. from November 2013 to August 2015. Hepreviously served as Director and Chairman of Global Genomics from June 2000 until 2002. Mr. Kriegsman is an inactive Chairman and the founder ofKriegsman Capital Group LLC, a financial advisory firm specializing in the development of alternative sources of equity capital for emerging growthcompanies in the healthcare industry. During his career, he has advised such companies as SuperGen Inc., Closure Medical Corporation, NovosteCorporation, Miravant Medical Technologies, and Maxim Pharmaceuticals. In the past, Mr. Kriegsman has also served on the Board of Directors of BradleyPharmaceuticals, Inc. and Hythiam, Inc. Mr. Kriegsman has a B.S. degree with honors from New York University in Accounting and completed the ExecutiveProgram in Mergers and Acquisitions at New York University, The Management Institute. Mr. Kriegsman is a graduate of the Stanford Law School Directors'CollegeMr. 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. He also was an instructor at York College in Jamaica (Queens), NY, where hetaught business to a diverse group of students in York's adult education program. Mr. Kriegsman has been active in various charitable organizationsincluding the Biotechnology Industry Organization, the California Health Institute, the ALS Association, the Los Angeles Venture Association, the SouthernCalifornia Biomedical 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.# 44 #Louis Ignarro, Ph.D. has been a director since July 2002. He previously served as a director of Global Genomics from November 2000 until 2002. Dr.Ignarro serves as the Jerome J. Belzer, M.D. Distinguished Professor of Pharmacology in the Department of Molecular and Medical Pharmacology at theUCLA School of Medicine. Retired in 2013, Dr. Ignarro had been at the UCLA School of Medicine since 1985 as a professor, acting chairman and assistantdean. Dr. Ignarro received the Nobel Prize for Medicine in 1998. Dr. Ignarro received a B.S. in pharmacy from Columbia University and his Ph.D. inPharmacology from the University of Minnesota. Dr. Ignarro is a Nobel Laureate and an esteemed medical researcher whose experience enables him to offerimportance scientific guidance to our Board of Directors. In December 2016, Dr. Ignarro was appointed Lead Director.Eric Selter has been a director since April 2015. He has served in many capacities as an investment advisor with Morton Capital Management, LLC, andis currently an owner and a member of their investment committee. He served as President and Chief Executive Officer of National Staff Network, a nationallyrecognized and major leader in the employee leasing industry, from 1996 to 1998. He received his bachelor's degree from the University of SouthernCalifornia where he graduated magna cum laude in 1979. He then attended Loyola Law School in Los Angeles where he was awarded his Juris Doctor degreein 1982.Mr. Selter's senior executive experience in the financial services industry distinguishes him from our other directors and adds unique capabilities and adifferent perspective to the deliberations of our Board of Directors. He understands the credit needs, financing requirements, and operational constraints ofdevelopment-stage and mature businesses, skills that he is able to utilize as the named financial expert on our Audit Committee.Anita J. Chawla, Ph.D. joined the board in March 2015. She is an economist with more than 25 years of experience in the health care sector. She hasextensive experience using economic analyses to support the business objectives of life sciences companies. In her work, Dr. Chawla has assessed the valueof a wide range of therapies to inform health care decision makers. Dr. Chawla specializes in helping pharmaceutical, biotechnology, medical device, anddiagnostic companies address market access challenges, particularly as they relate to coverage and reimbursement determination and evidence-based review,through all phases of product development and commercialization. Dr. Chawla graduated Phi Beta Kappa with a Bachelor of Arts degree in economics andpolitical science from Wellesley College. She earned a PhD in economics from the University of Michigan. Dr. Chawla is a Managing Principal at AnalysisGroup, Inc. Prior to joining Analysis Group in 2007, she was head of the Health Economics & Outcomes Research department at Genentech, Inc. from 2001 to2006. She has also held positions at Thomson Medstat (The MEDSTAT Group), Research and Policy Division (1993-2000) and the American MedicalAssociation, Center for Health Policy Research (1989-1993). Dr. Chawla is no relation to any other Company employees named Chawla.Earl Brien, M.D. joined our board of directors in December 2016. He is a renowned orthopedic and sarcoma surgeon who has served as a Professor ofOrthopedic Surgery and as the Surgical Director of the Sarcoma Service at Cedars Sinai Medical Center in Los Angeles, California since February 2008. Aftercompleting his matriculation as a Fellow at Memorial Sloan Kettering Cancer Center and the Hospital for Special Surgery in musculoskeletal tumors andmetabolic bone disease respectively, he became the Director of the Musculoskeletal Tumor Program and Metabolic Bone Disease Center at OrthopedicHospital. Dr. Brien is the recipient of numerous grants, with an extensive bibliography of peer-reviewed articles spanning more than twenty years to hiscredit. He has also represented at national and international meetings for the past twenty years. From 1993 until 2004, he served as the Cancer CommissionChairman and Cancer Liaison Physician for the American College of Surgeons Commission on Cancer at Orthopedic Hospital.Daniel J. Levitt, M.D., Ph.D. joined us in October 2009 as our Chief Medical Officer, and was promoted to the position of Chief Operating Officer inDecember, 2016. Dr. Levitt brings more than 25 years of senior management experience, having spearheaded numerous drug development programs tocommercialization at leading biotechnology and pharmaceutical companies. Dr. Levitt has also served as a director on Aquinox Pharmaceuticals, a listedpublic company, since 2009, and is a member of its Compensation, Nominating and Governance Committees. Prior to joining CytRx, Dr. Levitt served fromJanuary 2007 to February 2009 as Executive Vice President, Research and Development at Cerimon Pharmaceuticals, Inc. Prior to that, from August 2003 toApril 2006, he was Chief Medical Officer and Head of Clinical and Regulatory Affairs at Dynavax Technologies Corporation, managing clinical trials forfour programs and overseeing multi-country regulatory strategies. From August 2002 to July 2003, Dr. Levitt was Chief Operating Officer and Head ofResearch 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 andHead of Research and Development. Dr. Levitt's past experience includes a position as Head of Drug Development at Geron Corporation, and Head of theCytokine Development Unit and Global Clinical Oncology at Sandoz Pharmaceuticals Ltd., and as Director, Clinical Oncology and Immunology atHoffmann-LaRoche, Inc. Dr. Levitt graduated Magna Cum Laude and Phi Beta Kappa with a Bachelor of Arts degree from Brandeis University. He earnedboth his M.D. and his Ph.D. in Biology from the University of Chicago, Pritzker School of Medicine. Dr. Levitt has received ten major research awards andauthored or co-authored nearly 200 papers and abstracts.# 45 #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. He servedas Chief Financial Officer of San Francisco-based Synarc, Inc., a medical imaging company, and from 1993 to 1999 he was Senior Vice President, Finance andChief Financial Officer of Phoenix International Life Sciences Inc. of Montreal, Canada, which was acquired by MDS Inc. in 1999. Mr. Caloz was a partner atRooney, Greig, Whitrod, Filion & Associates of Saint Laurent, Quebec, Canada, a firm of Chartered Accountants specializing in research and developmentand high tech companies, from 1983 to 1993. Mr. Caloz, a Chartered Professional Accountant and Chartered Accountant, holds a degree in Accounting fromYork 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.DiversityOur board of directors, acting through the Nomination and Governance Committee, is responsible for assembling for stockholder consideration director-nominees who, taken together, have appropriate experience, qualifications, attributes, and skills to function effectively as a board. The Nomination andGovernance Committee periodically reviews the composition of the board of directors in light of our changing requirements, its assessment of the board ofdirectors' performance, and the input of stockholders and other key constituencies. The Nomination and Governance Committee looks for certaincharacteristics common to all board members, including integrity, strong professional reputation and record of achievement, constructive and collegialpersonal 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 our company's industry, technicalexperience (i.e., medical or research expertise), experience gained in situations comparable to the company's, leadership experience, and relevantgeographical diversity.CommitteesOur business, property and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of our businessthrough informal discussions with our chief executive and financial officers and other officers, by reviewing materials provided to them and by participatingat meetings of the board and its committees.Our board of directors currently has four committees. The Audit Committee consists of Mr. Selter, Dr. Ignarro and Dr. Brien. The CompensationCommittee consists of Dr. Ignarro and Dr. Brien; the Nomination and Governance Committee consists of Dr. Ignarro, Dr. Chawla and Dr. Brien, and theStrategy Committee consists of Dr. Chawla and Dr Ignarro. Such committees operate under formal charters that govern their duties and conduct. Copies of thecharters are available on our website at www.cytrx.com.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 Dr. Ignarro, Mr. Selter, Dr. Chawla and Dr. Brien are "independent" under thecurrent independence standards of both The NASDAQ Capital Market and the SEC.Section 16(a) Beneficial Ownership Reporting ComplianceEach of our executive officers and directors and persons who own 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,we believe that our directors and executive officers and greater than 10% shareholders for 2016 complied with all applicable Section 16(a) filingrequirements.# 46 #Code of EthicsWe 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 upon request.Such requests should be directed to Attention: Corporate Secretary, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California, or by telephone at310-826-5648.Board Leadership Structure On October 15, 2014, our board of directors appointed Mr. Kriegsman as Chairman of the Board. The Chairman of the Board presides at all meetings ofour board of directors (but not at its executive sessions) and exercises and performs such other powers and duties as may be assigned to him from time to timeby the board or prescribed by our amended and restated bylaws.Our board of directors has no established policy on whether it should be led by a Chairman who is also the Chief Executive Officer, but periodicallyconsiders whether combining, or separating, the role of Chairman and Chief Executive Officer is appropriate. At this time, our board is committed to thecombined role given the circumstances of our company, including Mr. Kriegsman's knowledge of the pharmaceutical industry and our company's strategy. Our board believes that having a Chairman who also serves as the Chief Executive Officer allows timely communication with our board on company strategyand critical business issues, facilitates bringing key strategic and business issues and risks to the board's attention, avoids ambiguity in leadership within thecompany, provides a unified leadership voice externally and clarifies accountability for company business decisions and initiatives. In December 2016, Dr.Ignarro was appointed as an independent Lead Director to act as a liaison between the Chairman of the Board and the independent directors. Prior to his deathin late 2016, our former director, Joseph Rubinfeld, Ph.D., served as our lead independent director. The board will continue to assess whether this leadershipstructure is appropriate and will adjust it as it deems appropriate.Board of Directors Role in Risk OversightIn 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 COMPENSATIONCompensation Discussion and AnalysisOverview of Executive Compensation ProgramThe 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 the compensation of our Chief Executive Officer and othernamed executive officers with the approval of 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, a copy of which is available on our website at www.cytrx.com that governs its duties andconduct.At the 2016 annual meeting of stockholders, the stockholders on a non-binding, advisory basis, approved the compensation of our executive officers asdisclosed in our 2016 proxy statement. Based upon the results of this stockholder advisory vote, the Compensation Committee determined to continue itscompensation policies and procedures.Throughout this Annual Report, the individuals included in the Summary Compensation Table below are referred to as our "named executive officers."# 47 #Compensation Philosophy and ObjectivesThe components of our executive compensation consist of salary, annual and special cash bonuses awarded based on the Compensation Committee'ssubjective assessment of the achievement of corporate goals and each individual executive's job performance, stock option grants to provide executives withlonger-term incentives, and occasional special compensation awards (either cash, stock or stock options) to reward extraordinary efforts or results.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 replenishment andmanagement of our working capital. We use employee stock options as a retention tool and as a means to align the executive's long-term interests with thoseof our stockholders, with the ultimate objective of affording our executives an appropriate incentive to improve stockholder value. The CompensationCommittee evaluates both performance and compensation to maintain our company's ability to attract and retain excellent employees in key positions and toassure that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of comparablecompanies.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 Chief Executive Officer and the support of our principal legal, financial, clinical, medical, commercial 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 Chief Executive Officer that are a normal part of the CompensationCommittee'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 totalcompensation of our Chief Executive officer, based upon their employee evaluations, and with consideration given to comparable companies for similarly-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 DecisionsThe Compensation Committee annually determines the compensation of our named executive officers. Mr. Kriegsman, our Chairman of the Board andChief Executive Officer, typically attends all meetings of the Compensation Committee, except for executive sessions at which his compensation isdiscussed. At the request of the Compensation Committee, Mr. Kriegsman provides his assessment of the performance of our named executive officers, otherthan himself. Mr. Kriegsman also takes an active part in the discussions of the compensation of named executive officers other than himself and assists in thedevelopment of a review matrix of each executive's contributions to the goals of the company that forms the basis for some compensation determinations.The Compensation Committee grants due consideration to Mr. Kriegsman's assessments when making determinations regarding the compensation of ournamed executive officers. All Compensation Committee deliberations and determinations regarding the compensation of Mr. Kriegsman are made outside hispresence.Setting Executive CompensationBased 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 our company's business goals, including goals related to the development ofour drug 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 or legal advisors. During 2016, the Compensation Committeeused three industry compensation surveys in its compensation deliberations regarding cash and equity compensation for our executive officers. The surveysused were an Equilar survey of public companies with a market capitalization between $150 million and $300 million, the Radford Global Life SciencesSurvey, 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 consider geographic differences in cost of living).# 48 #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 or legal advisors.Performance-driven CompensationWe emphasize performance in annually reviewing and setting our executive officers' base salaries, bonuses and equity incentive compensation. Thisemphasis on performance is intended to motivate our executive officers to pursue our corporate goals, reward them for achievement of these goals and aligntheir interests with those of our stockholders.Each year, we determine goals that we hope to achieve in the coming year, both on a company 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 with respect to each executive officer's base salary, cash bonus and equity incentive compensation. Other factors, such as largermacroeconomic 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 our 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 GoalsFor 2016, the Compensation Committee and our board of directors approved the following performance goals:·Obtain results in the aldoxorubicin Phase 3 STS pivotal clinical trial;·Complete enrollment in the Phase 2 SCLC clinical trial;·Complete and report data from two Phase 1b combination studies;·Publish results of the Phase 2 Kaposi's sarcoma study;·Identify an in vivo proof of concept for one new drug candidate, focusing on high potency compounds in the pre-clinical laboratory in Freiburg,Germany;·Completion of drug substance, drug product and diluent Registration batches for aldoxorubicin; and·Raise additional capital. For 2016, the Compensation Committee determined that, with the the exception of the completion of registration batches for aldoxorubicin (for which thetimeline was extended), each of the corporate goals had either been achieved, or substantial progress towards achievement had been made, and noted theparticular contributions of executive officers to the achievement of those goals.# 49 #Individual PerformanceThe 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 Chief Executive Officer, determines therelative achievement of the performance goals applicable to each executive officer, and assigns a performance rating based on a set of criteria set forth in anevaluation form. No specific formula is used with respect to setting any particular element of compensation based on the individual performance metrics. Thescore assigned to each officer was based on a subjective assessment by our Compensation Committee members of the officer's performance against the scoringstandards of:5 – Consistently Exceeds Expectations4 – Sometimes Exceeds Expectations3 – Meets Expectations2 – Sometimes Meets Expectations1 – Needs ImprovementThe numerical job scores, with a 5.0 being the best and 1.0 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 ofthe officer's job performance.For 2016, 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 as reflected in ourmarket capitalization and our working capital, managing and directing the executive management team, and successfully developing our company'soperations and personnel for future success. Based on those criteria, and noting achievement of the obtainment of results in our global Phase 3 STS clinicaltrial and the completion of enrollment in the SCLC clinical trial, the Compensation Committee gave a rating of 4.9 to Mr. Kriegsman.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 notedMr. 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 4.7 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. Dr. Levitt was instrumental in the expansion of our laboratory facility in Freiburg, Germany, re-focusing its attention on high-potency compounds. Based on those criteria, the Compensation Committee noted Dr. Levitt's efforts towards our achievement of our key clinical goals,including the obtainment of results in our global Phase 3 STS clinical trial and completion of enrollment in the Phase 3 SCLC trial, his development ofstrategic plans to build value, and gave a rating of 4.8 to Dr. Levitt.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 completion of enrollment in our global Phase 3 STS clinical trial, and gave a rating of 4.8 to Dr. Wieland.2016 Executive Compensation ComponentsFor 2016, as in recent years, the principal components of compensation for the named executive officers were:·base salary;·annual bonuses; and·equity incentive compensation.# 50 #Base SalaryWe 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, andreflects our 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.Salary levels are typically considered annually as part of our company's performance review process, as well as upon a change in job responsibility. Merit-based increases to salaries are based on our company's available resources and the Compensation Committee's assessment of the individual's performance.This assessment is based upon written evaluations of such criteria as job knowledge, communication, problem solving, initiative, goal-setting, and expensemanagement. In 2016, the Compensation Committee considered our successful achievement or substantial progress towards our corporate performance goals,and with consideration of the challenging financial environment, and our anticipation of clinical significant clinical activities in 2017 and beyond, awardeda modest increase in base salary for 2016 for only one executive and no increase to the others. Base salaries were also reviewed in light of the Equilar,Radford and salary.com survey data to validate that they were within acceptable ranges based on market salaries.Annual and Special BonusesAs we do not generate significant revenue 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 agreemententitles him to an annual bonus of not less than $150,000. Any cash bonuses to our other named executive officers are entirely in our discretion.During 2016, the Compensation Committee granted Mr. Kriegsman an annual cash bonus of $150,000, granted Dr. Levitt an annual cash bonus of$312,500, and granted cash bonuses to the other named executive officers ranging from $50,000 to $135,000, principally based on their efforts in helping usadvance the development of aldoxorubicin. In December 2016, the Compensation Committee approved an award to Mr. Kriegsman of a $1 million restrictedstock grant, or 2,325,581 shares of our common stock based on the closing price of the Company's common stock at December 15th, the award date to vest inthree equal annual installments. In December 2016, in recognition of his promotion to Chief Operating Officer, the Compensation Committee approved abonus to Dr. Levitt of $625,000 conditioned upon his entering into a new employment agreement satisfactory to the Company following the expiration of histhen-current employment agreement on December 31, 2016. The bonus was paid in January 2017.Equity Incentive CompensationWe 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 themto participate in the long-term appreciation of our stockholder value. Additionally, equity awards provide an important retention tool for key employees, asthe awards generally are subject to vesting over an extended period of time based on continued service with us.# 51 #Historically, equity awards have been granted annually at the end of each year based primarily on corporate performance as a whole during the precedingyear. In addition, we may grant equity awards upon the occurrence of certain events during the year, for example, upon an employee's hire or achievement ofa significant business objective such as positive results or other progress of our clinical trials or successful capital-raising efforts. On June 2, 2015, weannounced that we had entered into an agreement to settle the Delaware stockholder derivative lawsuit, In Re CytRx Stockholder Derivative Litigation, asdescribed in Item 3 of this Annual Report. In the agreement, we agreed to re-price certain outstanding stock options and to implement certain corporategovernance practices.In accordance with the settlement agreement reached in June 2015 and approved by the Court in November 2015, our board of directors approved the re-pricing of outstanding stock options under the 2008 Stock Incentive Plan, or the 2008 Plan, to purchase a total of 2,095,000 shares of our common stock heldby our directors or former directors and our executive officers originally granted on December 10, 2013 at an exercise price of $2.39. The new exercise priceof these re-priced options is $4.66, which was the closing price of our common stock as reported on The NASDAQ Capital Market on December 20, 2013.Among the agreed-upon corporate governance practices are that we will grant stock options to directors, officers and employees only on pre-set datesestablished by the Compensation Committee prior to the fiscal year in which the options are to be granted. The Compensation Committee has establishedDecember 15 as the date for the annual grant of stock options. The December 15 date correlates to the approximate dates of our historical annual stock optiongrants, but otherwise was not based upon any particular methodology. We have agreed in the settlement agreement to publicly disclose the method used todetermine the pre-set stock option grant dates and any future changes thereto at least 90 days before they become effective. We also have agreed in thesettlement agreement that all stock option grants, other than initial stock option grants to new employees, will be made at a meeting, whether in-person ortelephonic, of the Compensation Committee and not by unanimous written consent, and that the Compensation Committee will determine the grantees,amounts, dates, and prices of all stock options and will not delegate these responsibilities. The Compensation Committee has implemented the corporategovernance practices called for in the settlement agreement.No formula is used in setting equity award grants and the determination of whether to grant equity awards, or the size of such equity awards, to ourexecutive officers; rather, it involves subjective assessments by our board of directors, Compensation Committee and, with respect to executive officers otherthan Mr. Kriegsman. Generally, annual equity awards are intended to encourage 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 2016 our board of directors and Compensation Committee also considered data from three surveys in determining equity awardgrants to our executive officers.At a meeting of the Compensation Committee on December 13, 2016, the Compensation Committee granted to Mr. Kriegsman nonqualified stockoptions to purchase 1,250,000 shares of our common stock at a price of $0.43 per share, which equaled the closing market prices on December 15, 2016, thespecified grant date. The options vest monthly over three years, provided that Mr. Kriegsman remains in our employ throughout such monthly vestingperiods, unless Mr. Kriegsman's employment agreement is not renewed by us or by him upon expiration of its term on December 31, 2021, or his employmentis terminated by us without "cause," or by reason of his "disability", upon FDA approval of aldoxorubicin, or by Mr. Kriegsman for "good reason," or due tohis death In any one of these events, the options will vest immediately and will remain exercisable for their full term. In addition, in connection with theannual review of our other named executive officers, at its December 13, 2016 meeting, the Compensation Committee granted to our other named executiveofficers nonqualified stock options to purchase an aggregate of 900,000 shares of our common stock. All of the stock options had an exercise price equal to$0.43, the closing market price on December 15, 2016, the specified grant date, and vest monthly over three years, provided that such executives remain inour employ through such monthly vesting periods unless, with respect to Dr. Levitt, his employment is terminated by us without "cause" or by reason of his"disability," or upon FDA approval of aldoxorubicin, or by Dr. Levitt for "good reason" (each as defined in his employment agreement) or due to his death, inwhich cases the options will immediately vest in full and remain exercisable for their full term.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.# 52 #Retirement Plans, Perquisites and Other Personal BenefitsOur 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 annuallimit. 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 madematching contributions to the 401(k) Plan for 2016 of $101,000. Matching contributions immediately vest, as do all employee contributions. We intend the401(k) Plan, and the accompanying trust, to qualify under Sections 401(k) and 501 of the Internal Revenue Code so that contributions by employees to the401(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 ableto deduct our contributions, if any, when made. The trustee under the 401(k) Plan, at the direction of each participant, may invest the assets of the 401(k) Planin any of a number of investment options.We generally do not provide any of our named executive officers with any other perquisites or personal benefits, other than benefits to Mr. Kriegsmanprovided for in his employment agreement. We are required by his employment agreement to carry a life insurance policy for Mr. Kriegsman in the amount of$1.4 million under which Mr. Kriegsman's designee is the beneficiary. We purchased a policy with a face value of $2 million, for which we pay the premium,and Mr. Kriegsman immediately reimburses us for the premium relating to the $0.6 million of additional coverage. We periodically review the levels ofperquisites and other personal benefits provided to our named executive officers. No changes to these benefits were made during 2016.Employment Agreements and Severance ArrangementsWe 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"(as defined) and, in both Mr. Kriegsman and Dr. Levitt's case, entitle them to resign for "good reason" (as defined). Each employment agreement wasindividually negotiated, so there are some variations in the terms among executive officers. Generally speaking, however, the employment agreementsprovide for termination and severance benefits that the Compensation Committee believes are consistent with industry practices for similarly situatedexecutives. The Compensation Committee believes that the termination and severance benefits help the company retain the named executive officers byproviding them with a competitive employment arrangement and protection against unknowns such as termination without "cause" that go along with theposition.In the event of termination without "cause," the named executive officers will be entitled to a lump-sum payment equal to six months' base salary (12months in the case of Dr. Levitt and 24 month's base salary and minimum annual bonus under his employment agreement in the case of Mr. Kriegsman). Thenamed executive officers' agreements also provide for our continuation of medical benefits during the severance period (including, for Mr. Kriegsman,payments for life insurance). If a named executive officer's employment is terminated by us without "cause" (or by Mr. Kriegsman or Dr. Levitt for "goodreason") within two years following a change of control of the company, the named executive officers will be entitled to a lump-sum payment equal to 12months' base salary (24 months' base salary in the case of Dr. Levitt and 36 month' base salary and minimum annual bonus in the case of Mr. Kriegsman), andDr. Levitt and Mr. Kriegsman also would be entitled under their employment agreement to receive a "gross-up" payment equal to the sum of any excise tax ontermination benefits (including any accelerated vesting of his options under our Plans as described below) plus any penalties and interest.In December 2016, the Compensation Committee recommended, and our board of directors approved, an amendment to Mr. Kriegsman's employmentagreement. On January 10, 2017, we entered into the amendment with Mr. Kriegsman, under which the term of his employment agreement was extended bythree years to December 31, 2021. In the amendment, we acknowledge that Mr. Kriegsman is entitled to the award of $1 million of restricted shares of ourcommon stock that was made to him on December 15, 2016 as described above and clarify that Mr. Kriegsman is entitled under his employment agreement tothe severance benefits described therein in the event of the termination of Mr. Kriegsman's employment for any reason on or following the expiration of theterm of the amended and restated employment agreement, including in the event of the non-renewal thereof by either party. The amendment also providesthat we will pay any costs and expenses (including attorney's fees) incurred by Mr. Kriegsman in any proceeding to enforce his rights under his employmentagreement in advance of a final disposition of the proceeding.# 53 # We agree in Mr. Kriegsman's employment agreement that if there is a change in control and his employment agreement is either not renewed by eitherus or Mr. Kriegsman or, following the expiration of the employment agreement, we terminate Mr. Kriegsman's employment other than for "cause" or heresigns for "good reason," he will be entitled to the lump-sum severance and continuation of benefits described in the preceding paragraph for a change incontrol. We agree in Dr. Levitt's employment agreement that if we do not offer to renew or extend the officer's employment agreement, and we had nottheretofore terminated his employment, we will continue to pay him his annual salary thereunder during the period commencing upon expiration of hisemployment agreement and ending on December 31, 2018. We agree in the employment agreements with our other named executive officers (other than Mr.Kriegsman) that if we do not offer to renew or extend the officer's employment agreement, and we had not theretofore terminated their employment, we willcontinue to pay the officer his annual salary thereunder during the period commencing upon expiration of his employment agreement and ending on June 30,2018, or the date of his re-employment with another employer, whichever is earlier. In the event we terminate Dr. Levitt's or Mr. Kriegsman's employment without "cause," Dr. Levitt or Mr. Kriegsman resigns for "good reason" or hisemployment terminates due to his "disability" (each as defined in the employment agreement) or death, they will be entitled to full and immediate vesting oftheir restricted stock and stock options and any other equity awards based on our securities and all such awards will remain exercisable for their full termnotwithstanding the termination of his employment (other than a termination by the company for "cause" or their resignation without "good reason").Change of Control Arrangements In addition to the severance and benefits payable to our named executive officers in the event of a termination of their employment following a change ofcontrol of the company, our 2000 Long-Term Incentive Plan and 2008 Plan provide generally that, upon a change of control of the company, 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 isconsistent with the objective of aligning the interests of the named executive officer's and of the company's stockholders by allowing the executives toparticipate equally with stockholders in the event of a change of control transaction.The foregoing severance and change of control arrangements, including the quantification of the payments and benefits provided under thesearrangements, are described in more detail elsewhere in this Annual Report under the heading "Executive Compensation – Employment Agreements andPotential Payment Upon Termination or Change in Control."Ownership GuidelinesThe Compensation Committee has no requirement that named executive officers 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 cease upon termination of employment (unless such termination is without cause or is a resignation for good reason), except in thecase of death (exercisable for the full term of the option), disability (subject to a one year limitation) or retirement. Prior to the exercise of an option, theholder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividendequivalents. In addition to the initial option grants, our Compensation Committee may grant additional options to retain our executives and reward, orprovide incentive for, the achievement of corporate goals and strong individual performance.# 54 #On an annual basis, the Compensation Committee assesses the appropriate individual and corporate goals for our executives and provides additionaloption grants based upon the achievement by the new executives of both individual and corporate goals. We expect that we will continue to provide newemployees with initial option grants in the future to provide long-term compensation incentives and will continue to rely on performance-based andretention grants to provide additional incentives for current employees. Additionally, in the future, the Compensation Committee may consider awardingadditional 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 ofthe common stock on the grant date. The Compensation Committee will not grant options with an exercise price that is less than the closing price of ourcommon stock on the grant date, nor will it grant 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. Among the corporate governance practices agreedupon in connection with the settlement of the former stockholder derivatives litigation described in Item 3 of Part I of this Annual Report, we agreed that wewill grant stock options to directors, officers and employees only on pre-set dates established by the Compensation Committee prior to the fiscal year inwhich the options are to be granted. The Compensation Committee has established December 15 as the date for the annual grant of stock options. TheDecember 15 date correlates to the approximate dates of our historical annual stock option grants, but otherwise was not based upon any particularmethodology. We have agreed in the settlement agreement to publicly disclose the method used to determine the pre-set stock option grant dates and anyfuture changes thereto at least 90 days before they become effective. We also have agreed in the settlement agreement that all stock option grants, other thaninitial stock option grants to new employees, will be made at a meeting, whether in-person or telephonic, of the Compensation Committee and not byunanimous written consent, and that the Compensation Committee will determine the grantees, amounts, dates and prices of all stock options and will notdelegate these responsibilities.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 optionsor other compensation to our executive officers, and we have no plan to do so. We have no policy regarding the adjustment or recovery of stock optionawards in connection with the restatement of our financial statements, as our stock option awards have not been tied to the achievement of specific financialgoals.Tax and Accounting ImplicationsDeductibility of Executive CompensationAs 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 CompensationBeginning 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 2016, and we expect to continue to follow them for the foreseeable future.# 55 #Compensation Committee Interlocks and Insider Participation in Compensation DecisionsThere are no "interlocks," as defined by the SEC, with respect to any member of the Compensation Committee. Joseph Rubinfeld, Ph.D., who passed awayin late December, 2016, and Louis Ignarro, Ph.D. served as members of the Compensation Committee for all of 2016. Anita Chawla, Ph. D. and Eric Selterserved as members of the Compensation Committee in 2016 until December 2, 2016. In December 2016, Dr. Earl Brien was appointed to the CompensationCommittee when he joined the Board.Compensation Committee ReportThe 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.Louis Ignarro, Ph.D.ChairmanEarl Brien, M.D.Director# 56 #Summary Compensation TableThe following table presents summary information concerning all compensation paid or accrued by us for services rendered in all capacities during 2016,2015 and 2014 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, 2016, our two other most highly compensated executive officers who were serving as executive officers as of December 31,2016 and one former executive officer who would have been our third other most highly compensated executive officer as of December 31, 2016 but for thefact that he was not serving as an executive officer on that date :Summary Compensation TableName and Principal Position Year Salary($)(1) Bonus($) (2) OptionAwards($) (3) All OtherCompensation($)(4) Total($) Steven A. Kriegsman Chief Executive Officer 2016 850,000 150,000 1,388,750 13,700 2,402,450 2015 850,000 150,000 1,593,000 13,700 2,606,700 2014 825,000 450,000 903,000 13,700 2,191,700 John Y. Caloz Chief Financial Officer and Treasurer 2016 400,000 135,000 108,850 — 643,850 2015 375,000 135,000 477,900 — 987,900 2014 350,000 100,000 301,000 — 751,000 Daniel Levitt, M.D., Ph.D. Chief Operating Officer and Chief Medical Officer 2016 625,000 512,500 124,400 — 1,261,900 2015 625,000 150,000 796,500 — 1,371,500 2014 525,000 300,000 602,000 — 1,427,000 Scott Wieland, Ph.D., Senior Vice President – 2016 400,000 50,000 46,650 — 496,650 Drug Development 2015 400,000 75,000 159,300 — 634,300 2014 350,000 300,000 301,000 — 951,000 Benjamin S. Levin General Counsel, Senior Vice-President and Secretary 2016 235,000 — — — 235,000 2015 365,000 135,000 477,900 — 977,900 2014 350,000 100,000 301,000 — 751,000 ___________(1)Mr. Levin retired on May 31, 2016. Payments made to him include a Severance payment of $230,000.(2)Bonuses to the named executive officers reported above were paid in December of the applicable year, except that in 2016, Dr. Levitt's received a$200,000 retention bonus in January upon entering into of his employment agreement, and in 2015, Dr. Levitt received $75,000 of his annual bonus inJune, and Mr. Kriegsman received a retention bonus in connection with the extension of his employment agreement in March 2014.(3)The values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year, inclusive of Mr.Kriegsman's restricted stock award, in accordance with ASC 718, "Share Based-Payment." The fair value of the stock options at the date of grant wasestimated using the Black-Scholes option-pricing model, based on the assumptions described in Note 14 of the Notes to Financial Statements included inthis Annual Report.(4)Represents life insurance premiums. # 57 #2016 Grants of Plan-Based AwardsIn 2016, we granted stock options to our named executive officers under our 2008 Stock Incentive Plan as follows:2016 Grants of Plan-Based AwardsNameGrant Date All OtherOptionAwards(# of CytRxShares) Exercise PriceofOption Awards($/Share) Grant DateFair Value ofStock andOptionAwards($) Steven A. Kriegsman12/15/2016 3,575,581(1)(2) $0.43 $1,388,750 Chief Executive Officer John Y. Caloz12/15/2016 350,000(1) $0.43 $108,850 Chief Financial Officer and Treasurer Daniel Levitt, M.D., Ph.D.12/15/2016 400,000(1) $0.43 $124,400 Executive Vice President and Chief MedicalOfficer Scott Wieland, Ph.D.12/15/2016 150,000(1) $0.43 $46,650 Senior Vice President – Drug Development Benjamin S. LevinGeneral Counsel, Senior Vice-President andSecretary— — — — (1)Options vest in 36 equal monthly installments, subject to the named executive officer's remaining in our continuous employ through such dates,except that in the case of each of Mr. Kriegsman and Dr. Levitt, the unvested options will vest, in full, upon termination of his employment by uswithout "cause", upon FDA approval to market aldoxorubicin, or by reason of his "disability" or by him for "good reason" or upon his death.(2)Includes the award of 2,325,581 restricted shares of our common stock which will vest in three equal annual instalments.# 58 #2000 Long-Term Incentive Plan and 2008 Stock Incentive PlanThe 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 DescriptionsThe 2000 Plan and the 2008 Plan, or the Plans, are administered by the Compensation Committee of our board of directors. The Compensation Committeehas 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.Awards under the 2000 PlanThe 2000 Plan expired on August 6, 2010, and thus no shares are available for future grant under the 2000 Plan.Awards under the 2008 PlanThe 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 as theCompensation Committee may impose.Stock Bonus Awards. The Compensation Committee may make awards of stock bonus awards in consideration for past services actually rendered, whichwill 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 other thanby will or the laws of descent and distribution. Awards of Restricted Stock or Stock Bonus awards may be transferred or assigned only upon such terms andconditions 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. Unless the surviving or acquiring entity assumes the awards in the Corporate Transaction or the stock award agreement provides otherwise, the stock awardswill terminate if not exercised at or prior to the Corporate Transaction.Termination and AmendmentOur 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.# 59 #Holdings of Previously Awarded EquityEquity awards held as of December 31, 2016 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, 2016:2016 Outstanding Equity Awards at Fiscal Year-End Option Awards Number ofSecuritiesUnderlyingUnexercisedOptions(#) Name Exercisable Unexercisable OptionExercise Price(2) ($) OptionExpirationDate Steven A. Kriegsman — (1) 1,250,000 0.43 12/14/26 President and Chief Executive Officer 333,333 (1) 666,667 2.44 12/14/25 400,000 (1) 200,000 2.15 12/09/24 925,000 (2) — 4.66 12/09/2 74,176 — 2.46 3/07/23 500,000 — 1.83 12/10/22 142,857 — 2.17 12/11/21 107,143 — 7.07 12/14/20 107,143 — 7.35 12/10/19 42,857 — 2.59 11/21/18 64,286 — 8.05 4/07/18 50,000 — 8.05 4/18/17 John Y. Caloz — (1) 350,000 0.43 12/14/26 Chief Financial Officer and Treasurer 100,000 (1) 200,000 2.44 12/14/25 133,333 (1) 66,667 2.15 12/14/24 150,000 (2) — 4.66 12/09/23 100,000 — 1.83 12/10/22 28,571 — 2.17 12/11/21 7,143 — 7.07 12/14/20 17,857 — 7.35 12/10/19 7,143 — 2.10 01/02/19 7,143 — 2.59 11/21/18 3,571 — 8.05 04/07/18 3,571 — 8.05 12/06/17 10,714 — 8.05 10/26/17 Daniel Levitt, M.D., Ph.D. — (1) 400,000 0.43 12/14/26 Executive Vice President and Chief 166,667 (1) 333,333 2.44 12/14/25 Medical Officer 266,667 (1) 133,333 2.15 12/14/24 44,521 (3) — n/a n/a 500,000 — 2.39 12/09/23 46,751 (3) — n/a n/a 71,429 — 2.17 12/11/21 35,714 — 7.07 12/14/20 71,429 — 7.42 10/11/19 Scott Wieland, Ph.D. — (1) 150,000 0.43 12/14/26 Senior Vice President – Drug Development 33,333 (1) 66,667 2.44 12/14/25 133,333 (1) 66,667 2.15 12/14/24 150,000 — 2.39 12/09/23 100,000 — 1.83 12/10/22 28,571 — 2.17 12/11/21 14,286 — 7.07 12/14/20 14,286 — 7.35 12/10/19 4,286 — 3.99 7/01/18 7,143 — 2.59 11/21/18 14,286 — 8.05 4/18/17 3,571 — 8.05 12/06/17 Benjamin S. Levin General Counsel, Senior Vice-President and Secretary 100,000 (1) 200,000 2.44 12/14/25 133,333 (1) 66,667 2.39 12/14/24 300,000 (1) — 4.66 12/09/23 100,000 — 1.83 12/10/22 35,714 — 2.17 12/11/21  14,286 — 7.07 12/14/20 14,286 — 7.35 12/10/19 14,286 — 2.59 11/21/18 14,286 — 8.05 4/07/18 14,286 — 8.05 4/18/17 ____________(1)These options vest in 36 equal monthly installments, subject to the named executive officer's remaining in our continuous employ through such dates.All stock options held by Mr. Kriegsman and Dr. Levitt provide for (a) vesting, in full, of the stock options in the event of, and upon, FDA approval tomarket aldoxorubicin and in the event of the termination of his employment by us without "cause" or due to his "disability," his resignation for "goodreason" or his death and (b) the extended exercisability for their full term of all vested options in the event of the termination of his employment otherthan a termination by us with "cause" or his resignation without "good reason."(2) These options were re-priced from $2.39 to $4.66 on June 1, 2015, with no change to the expiration date of the options.(3) Represents restricted stock fully-vested at December 31, 2015. On December 31, 2012, Dr. Levitt was granted 100,000 shares of restricted stock, and anadditional 100,000 shares of restricted stock were awarded to him in December 2013 and issued in January 2014. We reacquired 108,728 shares in orderto satisfy income tax withholding obligations, as permitted under the agreement. No restricted stock was granted in 2014 or 2015.# 60 #Employment Agreements and Potential Payment upon Termination or Change in ControlEmployment Agreement with Steven A. KriegsmanMr. Kriegsman is employed as our Chief Executive Officer pursuant to a fourth amendment dated as of January 10, 2017 to his fourth amended andrestated employment agreement, as amended. The employment agreement will expire on December 31, 2021, but will automatically renew following theexpiration date for successive additional one-year periods, unless either Mr. Kriegsman or we elect not to renew it.Under his employment agreement, Mr. Kriegsman is currently entitled to receive a base salary of $850,000. Our board of directors (or its CompensationCommittee) reviews the base salary annually and may increase (but not decrease) it in its sole discretion. In addition to his annual salary, Mr. Kriegsman iseligible to receive an annual bonus as determined by our board of directors (or its Compensation Committee) in its sole discretion, but not to be less than$150,000.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. In his employment agreement, however,we have agreed that all stock options held by Mr. Kriegsman will provide for (a) vesting, in full, of the stock options in the event of, and upon, FDA approvalto market aldoxorubicin and in the event of the termination of Mr. Kriegsman's employment by us without "cause" or due to his "disability," his resignationfor "good reason" or his death and (b) ) the extended exercisability for their full term of all vested options in the event of the termination of his employmentby us without "cause," his resignation for "good reason," due to his disability or his death.In 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 by reasonof 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 certificate ofincorporation 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.If his employment agreement is not renewed by us or by Mr. Kriegsman, or in the event we terminate Mr. Kriegsman's employment without "cause" (asdefined), or if Mr. Kriegsman terminates his employment with "good reason" (as defined), in either case whether during or following the term of hisemployment agreement (i) we have agreed to pay Mr. Kriegsman a lump-sum equal to his salary and prorated minimum annual bonus through to his date oftermination, plus his salary and minimum annual bonus for a period of two years (three years if such termination occurs within two years following a changeof control of the company) after his termination date, or until the expiration of the employment agreement, whichever is later, (ii) he will be entitled toimmediate 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 insurancepremium payments and continued participation in any of our health plans through to the later of the expiration of the amended and restated employmentagreement or two years (three years if such termination occurs within two years following a change of control) following his termination date. Mr. Kriegsmanwill have no obligation in such events to seek new employment or offset the severance payments to him by any compensation received from any subsequentreemployment by another employer.Under Mr. Kriegsman's employment agreement, he and his affiliated company, The Kriegsman Group LLC, 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 confidentialinformation, which provisions shall remain in effect for five years after the expiration of the employment agreement with respect to proprietary or confidentialinformation and for so long as our trade secrets remain trade secrets.Potential Payment upon Termination or Change in Control for Steven A. KriegsmanMr. Kriegsman's employment agreement contains no provision for payment to him upon the event of a change in control of the company. If, however, achange in control (as defined in our 2000 Plan or our 2008 Plan) occurs and within two years after the 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 as defined in his employment agreement), in either case,whether during or following the term of his employment agreement, then, in addition to the severance benefits described above, to the extent that anypayment 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 be subject to theexcise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, we have agreed to pay Mr. Kriegsman, prior to the time the excisetax is payable with respect to any such payment (through withholding or otherwise), an additional amount that, after the imposition of all 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) any penalty and interestassessments associated with such excise tax.# 61 #Employment Agreement with Daniel Levitt, M.D., Ph.D.Daniel J. Levitt. M.D., Ph.D. is employed as our Chief Operating Officer and Chief Medical Officer pursuant to an employment agreement dated as ofJanuary 1, 2017 that is to expire on December 31, 2017. Dr. Levitt is entitled under his employment agreement to receive an annual base salary of $625,000,and an annual minimum bonus of $150,000. In connection with his promotion to Chief Operating Officer and the renewal of his employment agreement, Dr.Levitt received a cash bonus of $625,000 in January 2017. In the event we terminate Dr. Levitt's employment without "cause" or Dr. Levitt resigns with "goodreason" (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 one year's salary(two years' salary if such termination occurs within two years following a change of control of the company) under his employment agreement. In addition tothe severance benefits described above, to the extent that any payment or distribution of any type by us to or for the benefit of Dr. Levitt resulting from thetermination of his employment is or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, we haveagreed to pay Dr. Levitt, prior to the time the excise tax is payable with respect to any such payment (through withholding or otherwise), an additionalamount that, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the excise tax onsuch payments plus (ii) any penalty and interest assessments associated with such excise tax.We agree in Dr. Levitt's employment agreement that if we do not offer to renew or extend his employment agreement, and that his employment had nottheretofore been terminated, we will continue to pay him his annual salary thereunder during the period commencing upon expiration of his employmentagreement and ending on December 31, 2018.Employment Agreement with John Y. CalozJohn Y. Caloz is employed as our Chief Financial Officer and Treasurer pursuant to an employment agreement dated as of January 10, 2017 that is toexpire on December 31, 2017. Mr. Caloz is paid an annual base salary of $400,000 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 Mr. Caloz'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' salary under his employmentagreement.We agree in Mr. Caloz's employment agreement that if we do not offer to renew or extend his employment agreement, and that his employment had nottheretofore been terminated, we will continue to pay him his annual salary thereunder during the period commencing upon expiration of his employmentagreement and ending on June 30, 2018.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 10, 201t that isto expire on December 31, 2017. Dr. Wieland is paid an annual base salary of $400,000 and is eligible to receive an annual bonus as determined by our boardof directors (or our Compensation Committee) in its sole discretion. In the event we terminate Dr. Wieland's employment without "cause" (as defined), wehave agreed to pay him a lump-sum equal to his accrued but unpaid salary and vacation, plus an amount equal to six months' base salary.We agree in Dr. Wieland's employment agreement that if we do not offer to renew or extend his employment agreement, and that his employment had nottheretofore been terminated, we will continue to pay him his annual salary thereunder during the period commencing upon expiration of his employmentagreement and ending on June 30, 2018.# 62 #Quantification of Termination Payments and BenefitsThe table below reflects the amount of compensation to each of our named executive officers in the event of termination of such executive's employmentwithout "cause" or his resignation for "good reason," termination following a change in control and termination upon the executive's death of permanentdisability. The named executive officers are not entitled to any payments other than accrued compensation and benefits in the event of their voluntaryresignation. The amounts shown in the table below assume that such termination was effective as of December 31, 2016, and thus includes amounts earnedthrough such time, and are estimates only of the amounts that would be payable to the executives. The actual amounts to be paid will be determined upon theoccurrence of the events indicated.Termination Payments and Benefits Termination w/o Cause or,for Mr. Kriegsman and Dr.Levitt, for Good Reason NameBenefit BeforeChange inControl ($) AfterChange inControl ($) Death ($) Disability ($) Change inControl ($) Steven A. KriegsmanSeverance Payment(4) 4,250,000 4,250,000 1,700,000 1,700,000 — Chief Executive OfficerStock Options (1) 1,811,000 1,811,000 1,811,000 1,811,000 1,811,000 Health Insurance (2) 84,400 126,500 84,400 84,400 — LifeInsurance (2) 27,400 41,100 — 27,400 — Bonus 750,000 750,000 300,000 300,000 — Tax GrossUp (3) — — — — — John Y. CalozSeverance Payment(4) 200,000 400,000 — — — Chief Financial OfficerStock Options (1) — 554,000 554,000 554,000 554,000 HealthInsurance — — 23,300 23,300 — Daniel Levitt, M.D., Ph.D.Severance Payment(4) 625,000 1,250,000 — — — Executive Vice President and ChiefMedical OfficerStock Options (1) — 951,300 — — 951,300 Health Insurance 3,700 7,500 — — — Scott Wieland, Ph.D.Severance Payment(4) 200,000 400,000 — — — Senior Vice President – Drug DevelopmentStock Options (1) — 266,000 — — 266,000 ____________ (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, 2016, determined by the aggregate difference between the stock price as of December 31, 2016 and the exerciseprices of the underlying options.(2)Represents the cost as of December 31, 2016 for benefits provided to Mr. Kriegsman for a period of two years, or in the event of a change in control,a period of three years.(3)Each of Mr. Kriegsman's and Dr. Levitt's employment agreements provides that if a change in control (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 after the date on which the change in controloccurs, Mr. Kriegsman's or Dr. Levitt's employment, respectively, is terminated by us without "cause" or by him for "good reason" (each as defined intheir respective employment agreement), then, to the extent that any payment or distribution of any type by us to or for the benefit of Mr. Kriegsmanor Dr. Levitt, respectively, resulting from the termination of their respective employment is or will be subject to the excise tax imposed underSection 4999 of the Internal Revenue Code of 1986, as amended, we will pay Mr. Kriegsman or Dr. Levitt, respectively, prior to the time the excisetax is payable with respect to any such payment (through withholding or otherwise), an additional amount that, after the imposition of all 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) any penaltyand interest assessments associated with such excise tax. Based on each of Mr. Kriegsman's and Dr. Levitt's past compensation and the estimatedpayment that would result from a termination of employment following a change in control, we have estimated that a gross-up payment would notbe required. "Good reason" as defined in each of Mr. Kriegsman's and Dr. Levitt's employment agreement includes any change in Mr. Kriegsman's orDr. Levitt's duties or title, as applicable, that are inconsistent with their respective positions. Mr. Kriegsman's employment agreement provides that,if the employment agreement is not renewed by us or by Mr. Kriegsman upon the expiration of its term on December 31, 2021, Mr. Kriegsman willbe entitled to the termination payments and benefits described above.(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, except for Mr. Kriegsman, which is the later of December 2021, the expiry of his agreement, orthree years.# 63 #Compensation of DirectorsWe 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 December 2013. 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 $5,000 for the Chairmen of the Audit, Compensation and StrategyCommittees, and $1,500 for the Chairman of the Nomination and Governance Committee), a fee of $3,000 for each board meeting attended ($750 for boardactions taken by unanimous written consent), $2,000 for each meeting of the Audit Committee and Compensation Committee attended, and $1,000 for eachmeeting of the Nomination and Governance Committee meeting attended. Non-employee directors who serve as the chairman of a board committee receivean additional $2,000 for each meeting of the Nomination and Governance Committee attended and an additional $2,500 for each meeting of the Audit,Compensation or Strategy Committees attended. During 2016, we granted ten-year stock options to purchase 180,000 shares of our common stock to ournewly appointed non-employee director, Dr. Earl Brien at an exercise price equal to the market value of our common stock on the date of grant. In December2016, we also granted ten-year stock options to purchase 180,000 shares of our common stock to each non-employee director at an exercise price equal to themarket value of our common stock on the date of grant. The options vested, in full, upon grant.The following table sets forth the compensation paid to our directors other than our Chief Executive Officer for 2016:Director Compensation TableName (1) Fees Earned orPaid in Cash($) (2) OptionAwards($) (3) Total ($) Joseph Rubinfeld, Ph.D., Lead Director (4) 136,000 66,420 202,420 Louis Ignarro, Ph.D., Director 85,750 66,420 152,170 Anita Chawla, Ph.D., Director 65,750 66,420 132,170 Eric Selter, Director 100,750 66,420 167,170 Cheryl Cohen, Director 77,750 — 77,750 Earl Brien, M.D., Director 7,750 146,520 154,270 ____________ (1)Steven A. Kriegsman does not receive additional compensation for his role as Chairman of the Board. For information relating to Mr. Kriegsman'scompensation as 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 feesand meeting fees during the year. (3)In December, 2016, respectively, we granted stock options to purchase 180,000 shares of our common stock to newly-appointed non-employeedirector, Earl Brien, M.D. at an exercise price equal to the current market value of our common stock on the date of grant, which had an aggregate grantdate fair value respectively of $80,100, calculated in accordance with FASB ASC Topic 718. (4)Dr. Rubinfeld passed away in December 2016. The amount recognized for these awards was calculated using the Black Scholes option-pricing model, and reflect grants from our 2008 Stock IncentivePlan. In December 2016, we granted stock options to purchase 180,000 shares of our common stock to each non-employee director at an exercise price equalto the current market value of our common stock on the date of grant, which had an aggregate grant date fair value of $66,420. The amount recognized forthese awards was calculated using the Black Scholes option-pricing model, and reflect grants from our 2008 Stock Incentive Plan, which is described in Note14 of the Notes to Financial Statements. Cheryl Cohen departed from the Board on December 2, 2016, prior to the annual granting of stock options.# 64 #Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSBased 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 15, 2017 by (1) each person who is known by us to beneficially own more than five percent of our common stock; (2) each of our directors;(3) the named executive officers listed in the Summary Compensation Table under Item 11 who were serving as named Executive Officers as of March 15,2017; and (4) all of our executive officers and directors as a group. Beneficial ownership is determined in accordance with the SEC rules. Shares of commonstock subject to any warrants or options that are presently exercisable, or exercisable within 60 days of March 15, 2016 (which are indicated by footnote) aredeemed outstanding for the purpose of computing the percentage ownership of the person holding the warrants or options, but are not treated as outstandingfor the purpose of computing the percentage ownership of any other person. The percentage ownership reflected in the table is based on 117,322,895 sharesof our common stock outstanding as of March 15, 2017. Except as otherwise indicated, the holders listed below have sole voting and investment power withrespect to all shares of common stock 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 Named Executive Officers and Directors Louis Ignarro, Ph.D. (1) 868,845 * Steven A. Kriegsman (2) 5,906,987 5.0%Eric Selter (3) 772,266 * Anita J. Chawla, Ph.D. (4) 540,000 * Earl Brien, M.D. (5) 421,484 * Daniel Levitt, M.D., Ph.D.(6) 1,325,797 1.1%John Y. Caloz (7) 644,422 * Scott Wieland, Ph.D. (8) 540,596 * All executive officers and directors as a group (eight persons) (9) 11,020,396 9.4% 5% Beneficial Owners Gene Z. Salkind, M.D. (10) 6,124,467 5.2% ____________(1)Includes 855,714 shares subject to options or warrants.(2)Includes 2,984,295 shares subject to options or warrants.(3)Includes 697,856 shares subject to options or warrants.(4)Includes 540,000 shares subject to options or warrants.(5)Includes 360,000 shares subject to options or warrants.(6)Includes 1,220,239 shares subject to options or warrants.(7)Includes 639,880 shares subject to options or warrants.(8)Includes 540,596 shares subject to options or warrants.(9)Includes 7,838,579 shares subject to options or warrants.(10)According to his Schedule 13G filed with the SEC, of the shares shown, Dr. Salkind has sole voting and dispositive power over 53,000 shares and sharesvoting and dispositive power with his wife, Catherine Salkind, over 6,071,467 shares. Mrs. Salkind may be deemed to beneficially own the sharesshown. Dr. and Mrs. Salkind's address is 727 Welsh Road, Suite 108, Huntingdon Valley, Pennsylvania 19006.Equity Compensation PlansThe information required is incorporated herein by reference to Item 5 of this Annual Report relating to our Equity Compensation Plans as set forth onpage 33.# 65 #Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEDirector IndependenceOur board of directors has determined that Messrs. Selter, Ignarro and Brien are "independent" under the current independence standards of both TheNASDAQ Capital Market and the SEC, and have no material relationships with us (either directly or as a partner, shareholder or officer of any entity) that areinconsistent with a finding of their independence as members of our board of directors. Our board has determined that Messrs. Selter, Ignarro and Brien alsoare "independent" for purposes of service as the members of our Audit Committee. In making these determinations, our board of directors has broadlyconsidered all relevant facts and circumstances, recognizing that material relationships can include commercial, banking, consulting, legal, accounting, andfamilial relationships, among others.Transactions with Related PersonsGeneralOur 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 andappropriate so long as there is full disclosure of the interest of the related parties in the transaction and review and approval by disinterested directors toensure there is a legitimate 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 considerwhether the transaction will compromise standards included in our Code of Ethics. In the case of any related person transaction involving an outsidedirector or nominee for director, the Audit Committee also is to consider whether the transaction will compromise the director's status as anindependent director as prescribed in the NASDAQ Marketplace Rules.There were no related person transactions in 2016.Applicable DefinitionsFor 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.# 66 #Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICESBDO USA, LLP, or BDO, serves as our independent registered public accounting firm and audited our financial statements for the years ended December31, 2016 and 2015.Audit FeesThe fees for 2016 and 2015 from BDO for professional services rendered in connection with the audits of our annual financial statements and internalcontrols over financial reporting and reviews of our unaudited quarterly financial statements and Form S-3 registration statements were $436,609 and$416,762, respectively.Tax FeesThe aggregate fees billed by BDO for professional services for tax compliance, tax advice and tax planning were $45,550 and $20,550 for 2016 and 2015,respectively.All Other FeesNo other services were rendered by BDO in either 2016 or 2015.Pre-Approval Policies and ProceduresIt 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 andnon-audit, provided to us by BDO for 2016 and 2015.# 67 #PART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)The following documents are filed as part of this 10-K:(1) Financial StatementsOur financial statements and the related report of the independent registered public accounting firm thereon are set forth on pages F-1 to F-22 of thisAnnual Report. These financial statements are as follows:Balance Sheets as of December 31, 2016 and 2015Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014Statements of Stockholders' Equity for the Years Ended December 31, 2016, 2015 and 2014Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014Notes to Financial StatementsReports of Independent Registered Public Accounting Firm(2) Financial Statement ScheduleThe following financial statement schedule is set forth on page F-21 of this Annual Report.Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2016, 2015 and 2014All other schedules are omitted because they are not required, not applicable, or the information is provided in the financial statements or notes thereto.(b)ExhibitsSee Exhibit Index to this Annual Report, which is incorporated herein by reference.# 68 #CytRx CorporationForm 10-K Exhibit IndexExhibitNumberDescription Footnote 2.1Agreement and Plan of Merger, dated as of June 6, 2008, among CytRx Corporation, CytRx MergerSubsidiary, Inc., Innovive Pharmaceuticals, Inc., and Steven Kelly(l) 3.1Restated Certificate of Incorporation of CytRx Corporation, as amended(r) 3.2Certificate of Amendment of Restated Certificate of Incorporation(t) 3.3Restated By-Laws of CytRx Corporation, as amended(a) 3.4Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible PreferredStock, Pursuant to Section 151 of the Delaware General Corporation Law(dd) 4.1Shareholder Protection Rights Agreement dated April 16, 1997 between CytRx Corporation andAmerican 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(j) 4.4Amendment No. 3 to Shareholders Protection Rights Agreement, dated July 12, 2016(x) 4.5Common Stock Purchase Warrant issued by CytRx Corporation to Alexander Capital, L.P.(n) 4.6Form of Common Stock Purchase Warrant issued by CytRx Corporation, dated July 20, 2016** 4.7Contingent Common Stock Purchase Warrant Agreement dated as of December 5, 2016 issued by CytRxCorporation to Bristol Capital Advisors, LLC on February 10, 2017** 4.8 Common Stock Purchase Warrant issued by CytRx Corporation to Emmanuel Strategic Partners ** 4.9Common Stock Purchase Warrant Issued by CytRx Corporation to Emmanuel Strategic Partners** 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)(3) 10.5*Amendment No. 4 to CytRx Corporation 2000 Long-Term Incentive Plan(g)(4) 10.6*CytRx Corporation Amended and Restated 2008 Stock Incentive Plan(s) 10.7*Fifth Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan(v) 10.8*Sixth Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan(v) 10.9*Seventh Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan(w) 10.10*Eighth Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan(w) 10.11*Form of Non-qualified Stock Option for grants to non-employee directors under Amended and Restated2008 Stock Incentive Plan.(ff) 10.12*Form of Non-qualified Stock Option for grants to executive officers under Amended and Restated 2008Stock Incentive Plan.(gg) 10.13*Form of Non-qualified Stock Option for grants to Steven A. Kriegsman and Daniel J. Levitt, M.D., Ph.D.,under Amended and Restated 2008 Stock Incentive Plan.(hh) 10.14*Amendment No. 1 to Stock Option Agreements of Daniel J. Levitt, M.D., Ph.D., dated December 31,2015.(ii)(1) 10.15*Amendment No. 1 to Stock Option Agreements (2000 Long-Term Incentive Plan) of Steven A.Kriegsman, dated March 8, 2016.(ii)(2) 10.16*Amendment No. 1 to Stock Option Agreements (2008 Stock Incentive Plan) of Steven A. Kriegsman,dated March 8, 2016(ii)(3) 10.17†License Agreement, dated December 7, 2001, by and between CytRx Corporation and VicalIncorporated(d) 10.18Office Lease between The Kriegsman Capital Group, LLC and Douglas Emmett Joint Venture, datedApril 13, 2000(g)(1) 10.19Assignment, Assumption and Consent, effective July 1, 2003, by and among CytRx Corporation, TheKriegsman Capital Group, LLC and Douglas Emmett Joint Venture, concerning Office Lease dated April13, 2000(g)(2) 10.20First Amendment to Office Lease dated October 14, 2005, by and between CytRx Corporation andDouglas Emmett 1993, LLC(h) 10.21†License Agreement dated April 17, 2006 between Innovive Pharmaceuticals, Inc. and KTBTumorforschungs GmbH(i) 10.22Amendment dated March 14, 2014 to License Agreement between CytRx Corporation and KTBTumorforschungs GmbH(q) 10.23Second Amendment to Office Lease dated June 30, 2008, by and between CytRx Corporation andDouglas Emmett 1993, LLC(m) 10.24Third Amendment to Office Lease dated December 1, 2009, by and between CytRx Corporation andDouglas Emmett 1993, LLC(p) 10.25Fourth Amendment to Office Lease dated February 10, 2014, by and between CytRx Corporation andDouglas Emmett 1993, LLC(y) 10.26*Employment Agreement dated January 1, 2017, between CytRx Corporation and Daniel J. Levitt, M.D.,Ph.D.** 10.27*Employment Agreement dated December 31, 2015, between CytRx Corporation and Benjamin S. Levin(ee) 10.28*Retirement Agreement and Mutual General Release between CytRx Corporation and Benjamin S. Levin(jj) 10.29*Employment Agreement dated January 1, 2017, between CytRx Corporation and Scott Wieland** 10.30*Employment Agreement dated January 10, 2017 , between CytRx Corporation and John Y. Caloz** 10.31*Employment Agreement dated January 11 , 2016 by and between CytRx Corporation and Olivia S.Ware** 10.32†Asset Purchase Agreement dated May 13, 2011 by and between CytRx Corporation and OrphazymeApS(o) 10.33Letter Agreement dated February 9, 2016, between CytRx Corporation and Alexander Capital, L.P.(kk) 10.34*Fourth Amended and Restated Employment Agreement, dated May 10, 2012, by and between CytRxCorporation and Steven A. Kriegsman.(z) 10.35*First Amendment to Fourth Amended and Restated Employment Agreement by and between CytRxCorporation and Steven A. Kriegsman, dated March 4, 2014(k) 10.36*Second Amendment to Fourth Amended and Restated Employment Agreement by and between CytRxCorporation and Steven A. Kriegsman, dated January 1, 2015 (aa) 10.37*Third Amendment to Fourth Amended and Restated Employment Agreement by and between CytRxCorporation and Steven A. Kriegsman, dated March 8, 2016(ll) 10.38*Fourth Amendment to Fourth Amended and Restated Employment Agreement by and between CytRxCorporation and Steven A. Kriegsman dated January 10, 2017** 10.39*Restricted Stock Purchase Agreement by and between CytRx Corporation and Steven A. Kriegsman,dated January 11, 2017** 10.50Loan and Security Agreement dated February 5, 2016 among CytRx Corporation, the Lender referred totherein, and Hercules Technology Growth Capital, Inc., as Agent(bb)(1) 10.51Warrant Agreement dated as of February 5, 2016 issued by CytRx Corporation to Hercules TechnologyGrowth Capital, LLC(bb)(2) 10.52Warrant Agreement dated as of February 5, 2016 issued by CytRx Corporation to Hercules TechnologyIII, L.P.(cc) 10.53Securities Purchase Agreement dated as of December 13, 2016 among CytRx Corporation and thePurchasers identified therein.mm(1) 10.54Engagement Letter, dated December 12, 2016, between CytRx Corporation and Rodman & Renshaw, aunit of H. C. Wainwright & Co., LLCmm(2) 23.1Consent of BDO USA, LLP** 31.1Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002** 31.2Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002** 32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002** 32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002** 101.INS++XBRL Instance Document. 101.SCH++XBRL Taxonomy Extension Schema Document. 101.CAL++XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF++XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB++XBRL Taxonomy Extension Label Linkbase Document. 101.PRE++XBRL Taxonomy Extension Presentation Linkbase Document. _______________*Indicates a management contract or compensatory plan or arrangement.**Filed herewith.†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.++Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submissionof interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as theRegistrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becomingaware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of aregistration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes ofSection 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.# 69 #(a)Incorporated by reference to Exhibit 3.2 to the Registrant's Form 8-K filed on July 16, 2013 (b)Incorporated by reference to Exhibit 99.1 the Registrant's Form 8-K filed on April 17, 1997 (c)Incorporated by reference to Exhibit 10.11 to the Registrant's Form 10-K filed on March 27, 2001 (d)Incorporated by reference to Exhibit 99 to the Registrant's Form 8-K filed on December 21, 2001 (e)Incorporated by reference to Exhibit 4.2 to the Registrant's Form 10-K filed on April 1, 2002 (f)Incorporated by reference to Annex C to the Registrant's Proxy Statement filed June 11, 2002 (g)(1)Incorporated by reference to Exhibit 10.63 to the Registrant's Form 10-K filed on May 14, 2004 (g)(2)Incorporated by reference to Exhibit 10.64 to the Registrant's Form 10-K filed on May 14, 2004 (g)(3)Incorporated by reference to Exhibit 10.64 to the Registrant's Form 10-K filed on May 14, 2004 (g)(4)Incorporated by reference to Exhibit 10.64 to the Registrant's Form 10-K filed on May 14, 2004 (h)Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 20, 2005 (i)Incorporated by reference to Exhibit 10.15 to the CytRx Oncology Corp (f/k/a Innovive Pharmaceuticals, Inc.) Form 10-Q filed onNovember 14, 2006 (j)Incorporated by reference to Exhibit 4.3 to the Registrant's Form 10-K filed on April 2, 2007 (k)Incorporated by reference to Exhibit 10.32 to the Registrant's Form 10-K filed on March 5, 2014 (l)Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on June 9, 2008 (m)Incorporated by reference to Exhibit 10.29 to the Registrant's Form 10-K filed on March 13, 2009 (n)Incorporated by reference to Exhibit 4.5 to the Registrant's Form 10-K filed on March 11, 2016 (o)Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on August 9, 2011 (p)Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on December 4, 2009 (q)Incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K filed on March 17, 2014 (r)Incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K filed on March 13, 2012 (s)Incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-K filed on March 13, 2012 (t)Incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed on May 15, 2012 (u)Incorporated by reference to Annex B of the Registrant's Proxy Statement filed April 2, 2012 (v)Incorporated by reference to the Registrant's Proxy Statement filed May 5, 2015 (w)Incorporated by reference to the Registrant's Proxy Statement filed May 20, 2016 (x)Incorporated by Reference to Exhibit 4.1 to the Registrant's Form 10-Q filed on November 9, 2016 (y)Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on February 13, 2014 (z)Incorporated by reference to Exhibit 10.1 to the Registrant's 8-K filed on October 19, 2012 (aa)Incorporated by reference to Exhibit 10.31 to the Registrant's Form 10-K filed on March 10, 2015 (bb)(1)Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on February 9, 2016 (bb)(2)Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on February 9, 2016 (cc)Incorporated by Reference to Exhibit 10.3 to the Registrant's Form 8-K filed on February 9, 2016 (dd)Incorporated by Reference to Exhibit 3.1 to the Registrant's Form 8-K filed on December 14, 2016 (ee)Incorporated by Reference to Exhibit 10.27 to the Registrant's Form 10-K filed on March 11, 2016 (ff)Incorporated by Reference to Exhibit 10.11 to the Registrant's Form 10-K filed on March 11, 2016 (gg)Incorporated by Reference to Exhibit 10.12 to the Registrant's Form 10-K filed on March 11, 2016 (hh)Incorporated by reference to Exhibit 10.13 to the Registrant's Form 10-K filed on March 11, 2016 (ii)(1)Incorporated by reference to Exhibit 10.14 to the Registrant's Form 10-K filed on March 11, 2016 (ii)(2)Incorporated by reference to Exhibit 10.15 to the Registrant's Form 10-K filed on March 11, 2016 (ii)(3)Incorporated by reference to Exhibit 10.16 to the Registrant's Form 10-K filed on March 11, 2016 (jj)Incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q filed on July 29, 2016 (kk)Incorporated by reference to Exhibit 10.32 to the Registrant's Form 10-K filed on March 11, 2016 (ll)Incorporated by reference to Exhibit 10.36 to the Registrant's Form 10-K filed on March 11, 2016 (mm)(1)Incorporated by Reference to Exhibit 10.1 to the Registrant's Form 8-K filed on December 14, 2016 (mm)(2) Incorporated by Reference to Exhibit 10.2 to the Registrant's Form 8-K filed on December 14, 2016# 70 #Item 16. SUMMARYNone# 71 #SIGNATURESIn 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 March 15, 2017By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Title: Chairman 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. KRIEGSMANChairman of the Board and Chief Executive OfficerMarch 15, 2017 Steven A. Kriegsman(Principal Executive Officer) /s/ JOHN Y. CALOZChief Financial Officer John Y. Caloz(Principal Financial and Accounting Officer) /s/ LOUIS IGNARRO Director March 15, 2017Louis Ignarro, Ph.D. /s/ ERIC J. SELTERDirectorMarch 15, 2017Eric J. Selter /s/ ANITA J. CHAWLADirectorMarch 15, 2017Anita J. Chawla, Ph.D. /s/ EARL BRIENDirectorMarch 15, 2017Earl Brien, M.D. # 72 #INDEX TO FINANCIAL STATEMENTSAND FINANCIAL STATEMENT SCHEDULECytRx Corporation Report of Independent Registered Public Accounting FirmF- 2Balance SheetsF- 3Statements of OperationsF- 4Statements of Stockholders' EquityF- 5Statements of Cash FlowsF- 6Notes to Financial StatementsF- 7Financial Statement Schedule II — Valuation and Qualifying AccountsF- 22# 73 #Report of Independent Registered Public Accounting FirmBoard of Directors and StockholdersCytRx CorporationLos Angeles, CaliforniaWe have audited the accompanying balance sheets of CytRx Corporation (the "Company") as of December 31, 2016 and 2015 and the related statements ofoperations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2016. In connection with our audits of thefinancial statements, we have also audited the financial statement schedule listed in the accompanying index under Item 15a (2). These financial statementsand schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedulebased 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 ouraudits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CytRx Corporation at December 31,2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity withaccounting principles generally accepted in the United States of America.Also, in our opinion, the financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in allmaterial 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, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 15, 2017 expressed an unqualified opinionthereon./s/ BDO USA, LLPLos Angeles, CaliforniaMarch 15, 2017# F-2 #CYTRX CORPORATIONBALANCE SHEETS December 31, 2016 2015 ASSETS Current assets: Cash and cash equivalents $56,959,485 $22,261,372 Short-term investments — 35,035,420 Receivables 183,703 4,593,475 Interest receivable — 28,130 Prepaid expenses and other current assets 3,434,238 2,373,708 Total current assets 60,577,426 64,292,105 Equipment and furnishings, net 1,959,667 1,467,681 Goodwill 183,780 183,780 Other assets 48,911 1,080,872 Total assets $62,769,784 $67,024,438 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $6,406,445 $8,058,624 Accrued expenses and other current liabilities 3,830,498 9,693,359 Non-cash litigation settlement due in shares of common stock — 4,500,000 Term loan, net - current 5,481,656 — Warrant liabilities 3,789,391 693,457 Total current liabilities 19,507,990 22,945,440 Long term loan, net 18,484,510 — Total liabilities 37,992,500 22,945,440 Commitment and contingencies Stockholders' equity: Preferred Stock, $.01 par value, 5,000,000 shares authorized, including 25,000 shares of Series A Junior ParticipatingPreferred Stock; no shares issued and outstanding — — Preferred Stock, $.01 par value, stated value $1,000, 3,900 shares authorized of Series B Convertible Preferred Sharesat $0.42 per share, 3,300 issued, 3,108 outstanding at December 31, 2016, none outstanding at December 31, 2015 3,108,000 — Common stock, $.001 par value, 250,000,000 shares authorized; 111,322,895 and 66,480,065 shares issued andoutstanding at December 31, 2016 and 2015, respectively 111,321 66,480 Additional paid-in capital 437,423,958 409,107,292 Accumulated deficit (415,865,995) (365,094,774)Total stockholders' equity 24,777,284 44,078,998 Total liabilities and stockholders' equity $62,769,784 $67,024,438 The accompanying notes are an integral part of these financial statements.# F-3 #CYTRX CORPORATIONSTATEMENTS OF OPERATIONS Years Ended December 31, 2016 2015 2014 Revenue: Licensing revenue $200,000 $100,000 $100,000 Expenses: Research and development 35,930,212 43,395,574 36,677,706 General and administrative 15,990,789 19,664,904 12,845,231 Depreciation and amortization 536,631 317,649 182,927 52,457,632 63,378,127 49,705,864 Loss before other income (expense) (52,257,632) (63,278,127) (49,605,864)Other income (expense): Interest income 255,123 233,958 305,331 Interest expense (2,754,677) — — Other income, net 159,148 20,151 132,114 Gain on warrant liabilities 3,827,617 4,437,628 19,051,239 Loss before provision for income taxes (50,770,421) (58,586,390) (30,117,180)Provision for income taxes (800) (800) (800)Net loss $(50,771,221) $(58,587,190) $(30,117,980) Basic and diluted loss per share $(0.63) $(0.97) $(0.55)Basic and diluted weighted average shares outstanding 81,063,772 60,483,151 54,371,151 The accompanying notes are an integral part of these financial statements.# F-4 #CYTRX CORPORATIONSTATEMENTS OF STOCKHOLDERS' EQUITY Series BPreferredSharesIssued CommonShares Issued PreferredStockAmount CommonStockAmount AdditionalPaid-inCapital AccumulatedDeficit TreasuryStock Total Balance at January 1, 2014 — 42,116,964 $— $42,118 $289,426,100 $(276,389,604) $(2,417,247) $10,661,367 Issuance of stockoptions/warrants forcompensation andservices — — — — 5,139,348 — — 5,139,348 Common stock issued inconnection with a publicoffering — 13,225,000 — 13,225 80,522,176 — — 80,535,401 Issuance of restrictedstock for compensation — 100,000 — 100 626,900 — — 627,000 Issuance of commonshares for compensation — 200,000 — 200 829,800 — — 830,000 Options and warrantsexercised — 280,022 — 281 431,660 — — 431,941 Repurchase of commonstock for treasury — — — — — — (195,614) (195,614)Net loss — — — — — (30,117,980) — (30,117,980)Balance at December 31,2014 — 55,921,986 55,924 376,975,984 (306,507,584) (2,612,861) 67,911,463 Issuance of stockoptions/warrants forcompensation andservices — — — — 7,384,656 — — 7,384,656 Common stock issued inconnection with a publicoffering — 10,465,000 — 10,465 26,769,603 — — 26,780,068 Options and warrantsexercised — 292,354 — 290 589,711 — — 590,001 Retirement of treasurystock — (199,275) — (199) (2,612,662) — 2,612,861 — Net loss — — — — — (58,587,190) — (58,587,190)Balance at December 31,2015 — 66,480,065 — 66,480 409,107,292 (365,094,774) — 44,078,998 Issuance of stockoptions/warrants forcompensation andservices — — — — 6,735,576 — — 6,735,576 Warrants issued inconnection with a publicoffering — — — — (6,923,551) — — (6,923,551)Stock issued inconnection with a publicoffering 3,300 40,112,170 3,300,000 40,112 22,437,145 — — 25,777,257 Preferred stockconversion (192) 457,143 (192,000) 457 191,543 — — — Issuance of restrictedstock grant — 2,325,581 — 2,325 — — — 2,325 Warrants issued inconnection with termloan — — — — 633,749 — — 633,749 Beneficial conversionfeature –Series Bpreferred stock — — (314,286) — 314,286 — — — Series B preferred stockdeemed dividend — 314,286 — (314,286) — — — Options and warrantsexercised — 386,358 — 386 743,765 — — 744,151 Class action settlementshare issuance — 1,561,578 — 1,561 4,498,439 — — 4,500,000 Net loss — — — — — (50,771,221) — (50,771,221)Balance at December 31,2016 3,108 111,322,895 $3,108,000 $111,321 $437,423,958 $(415,865,995) $— $24,777,284 The accompanying notes are an integral part of these financial statements.# F-5 #CYTRX CORPORATIONSTATEMENTS OF CASH FLOWS Years Ended December 31, 2016 2015 2014 Cash flows from operating activities: Net loss $(50,771,221) $(58,587,190) $(30,117,980)Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 536,631 317,649 182,927 Loss on retirement of equipment and furnishings 12,276 2,614 1,220 Gain on warrant liabilities (3,827,617) (4,437,628) (19,051,239)Amortization of loan cost and discount 587,837 — — Unrealized foreign exchange gain — — (125,659)Stock-based compensation expense 6,735,576 7,384,656 6,596,248 Non-cash litigation settlement due in common stock — 4,500,000 — Changes in assets and liabilities: Receivable 4,412,097 (2,574,182) (1,901,766)Interest receivable 28,130 76,497 (96,163)Prepaid expenses and other current assets (28,569) 1,118,931 (2,126,771)Accounts payable (1,672,631) 916,919 2,779,409 Accrued expenses and other current liabilities (5,862,861) 3,699,287 3,303,967 Net cash used in operating activities (49,850,352) (47,582,447) (40,555,807) Cash flows from investing activities: Proceeds from matured short-term investments 35,035,420 76,544,319 38,584,980 Purchase of short-term investments — (65,958,146) (57,121,593)Purchases of equipment and furnishings (1,020,441) (331,328) (956,286)Net cash provided by (used in) investing activities 34,014,979 10,254,845 (19,492,899) Cash flows from financing activities: Proceeds from common stock issued in public offering, net of fees 25,777,257 26,780,068 80,535,401 Proceeds from term loan, net 24,012,078 — — Proceeds from issuance of restricted stock to employee — — 100 Repurchase of Company's own stock for treasury — — (182,943)Net proceeds from exercise of stock options and warrants 744,151 590,001 431,941 Net cash provided by financing activities 50,533,486 27,370,069 80,784,499 Net increase (decrease) in cash and cash equivalents 34,698,113 (9,957,533) 20,735,793 Cash and cash equivalents at beginning of year 22,261,372 32,218,905 11,483,112 Cash and cash equivalents at end of year $56,959,485 $22,261,372 $32,218,905 Supplemental disclosures of non-cash financing/investing activities: Cashless warrant exercises $— $3 $133 Repurchase of Company's own stock for treasury $— $— $12,671 Receivable from issuance of restricted stock $2,325 $— $— Equipment and furnishings purchased but not paid $20,452 $485,743 $23,2825 Retirement of treasury stock — $2,612,861 $— Warrants issued in connection with the term loan $633,749 $— $— Shares issued in connection with the class action settlement $4,500,000 $— $— Series B Preferred stock beneficial conversion feature and deemed dividend $314,286 $— $— Warrants issued/amended in connection with the public offering $6,923,551 $— $— Series B Preferred stock conversion $457 $— $— Supplemental disclosure of Cash Flow Information: Cash paid during the year for income taxes $800 $800 $800 Cash paid during the year for interest $1,959,375 $— $— The accompanying notes are an integral part of these financial statements.# F-6 #CYTRX CORPORATIONNOTES TO FINANCIAL STATEMENTS1. Nature of BusinessCytRx Corporation ("CytRx" or the "Company") is a biopharmaceutical research and development company specializing in oncology. It currently isfocused on the clinical development of aldoxorubicin (formerly known as INNO-206), its modified version of the widely-used chemotherapeutic agent,doxorubicin. Aldoxorubicin combines the chemotherapeutic agent doxorubicin with a novel linker-molecule that binds specifically to albumin in the bloodto allow for delivery of higher amounts of doxorubicin (3½ to 4 times) without several of the major dose-limiting toxicities seen with administration ofdoxorubicin alone. Aldoxorubicin has received Orphan Drug Designation (ODD) by the U.S. Food and Drug Administration ("FDA") for the treatment of softtissue sarcomas (STS). ODD provides several benefits including seven years of market exclusivity after approval, certain research and development related taxcredits, and protocol assistance by the FDA. European regulators granted aldoxorubicin Orphan designation for STS which confers ten years of marketexclusivity among other benefits. CytRx is also developing new anti-cancer drug conjugates that utilizes its Linker Activated Drug Release (LADRTM )technology.CytRx previously announced the initial analysis of top-line data from its on-going global, randomized Phase 3 clinical trial of aldoxorubicin as atreatment for patients with relapsed or refractory soft tissue sarcomas, or STS. The trial enrolled 433 patients at 79 sites in 15 countries including the U.S. andCanada.CytRx also previously announced positive updated results from its pivotal Phase 3 clinical trial evaluating aldoxorubicin compared to investigator'schoice in patients with relapsed or refractory soft tissue sarcomas (STS). The study demonstrated a statistically significant improvement in progression-freesurvival (PFS) between aldoxorubicin and investigator's choice therapy in 246 patients with leiomyosarcoma and liposarcoma, (p=0.007). The hazard ratio(HR) was 0.62 (95% CI 0.44-0.88), representing a 38% reduction in the risk of tumor progression for patients receiving aldoxorubicin versus investigator'schoice. Leiomyosarcoma and liposarcoma are the two most common types of STS and accounted for 57% of the patients enrolled in the trial.Aldoxorubicin demonstrated a statistically significant improvement in PFS over investigator's choice in 312 patients treated in North America plusAustralia (p=0.028; HR=0.71, 95% CI 0.53-0.97), which represented 72% of the total trial population. Notably, aldoxorubicin performed better thaninvestigator's choice for the entire study population and narrowly missed statistical significance (p=0.12; HR=0.81, 95% CI 0.64-1.06). All responses weredetermined by an independent, blinded central lab assessment of scans.CytRx is currently evaluating aldoxorubicin in a global Phase 2b clinical trial in second-line small cell lung cancer in which they currently expect toannounce top-line data in the second quarter of 2017, as the number of deaths and/or progressions needed for data analysis have not yet been reached. CytRxis also evaluating aldoxorubicin in a Phase 1b trial in combination with ifosfamide in patients with soft tissue sarcoma. CytRx previously completed Phase 2clinical trials of aldoxorubicin in patients with late-stage glioblastoma (brain cancer) and HIV-related Kaposi's Sarcoma, a Phase 1b trial in combination withgemcitabine in subjects with metastatic solid tumors, a Phase 1b clinical trial of aldoxorubicin in combination with doxorubicin in patients with advancedsolid tumors and a Phase 1b pharmacokinetics clinical trial of aldoxorubicin in patients with metastatic solid tumors.CytRx is also engaged at its laboratory facility in Freiburg, Germany in preclinical development in a new class of oncology candidates utilizing ourLADRTM technology to attach ultra-high potency drugs to albumin (10-1000 times more potent than traditional chemotherapies; these drugs are attachedonly to antibodies as antibody-drug conjugates, ADCs) to target tumors.At December 31, 2016, the Company had cash and cash equivalents of approximately $57.0 million. Under the terms of the loan agreement, however, theCompany is required to maintain cash equal to a minimum of the greater of three months projected cash burn or $10 million. Management believes that itscurrent resources will be sufficient to fund its operations for the foreseeable future. This estimate is based, in part, upon the Company's currently projectedexpenditures for 2017 of approximately $39.8 million (unaudited), which includes approximately $16.4 million (unaudited) for its clinical programs foraldoxorubicin, approximately $3.7 million (unaudited) for pre-clinical development of new high potency cytotoxic albumin-binding cancer drugs,approximately $3.2 million (unaudited) for general operation of its clinical programs, approximately $8.0 million (unaudited) for other general andadministrative expenses and $8.5 million of interest and principal payments on our outstanding term loan. These projected expenditures are also based uponnumerous other assumptions and subject to many uncertainties, and actual expenditures may be significantly different from these projections. While theseprojections represent the Company's current expected expenditures, the Company has the ability to reduce the amounts and alter the timing of research anddevelopment expenditures as needed to manage its liquidity needs while still advancing its research and development objectives. The Company willultimately be required to obtain additional funding in order to execute its long-term business plans, although it does not currently have commitments fromany third parties to provide it with long term debt or capital. The Company cannot assure that additional funding will be available on favorable terms, or atall. 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 wouldhave a material adverse effect on its financial position, results of operations and cash flows.# F-7 #2. Summary of Significant Accounting PoliciesBasis of Presentation — The accompanying Financial Statements are prepared pursuant to the rules and regulations of the Securities and ExchangeCommission ("SEC") and accounting principles generally accepted in the United States ("GAAP").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 Standards Codifications ("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 the Company has no otherperformance obligations related to the milestone and collectability is reasonably assured, which is generally upon receipt, or recognized upon termination ofthe agreement 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 persuasiveevidence or an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Once all conditions of the grant aremet and no contingencies remain outstanding, the revenue is recognized as grant fee revenue and an earned but unbilled revenue receivable is recorded.There are no grant revenues earned for 2016, 2015 and 2014.Other Income — The Company realized other income of $0.2 million in 2016 from a VAT refund, a de minimus amount of other income in 2015 andrealized other income of $0.1 million in 2014 resulting from foreign exchange gains.Cash Equivalents — The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cashequivalents 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 estimated usefullives (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 2016, 2015 and 2014.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, 2016 for assets and liabilities measured at fair value on a recurringbasis:(In thousands) Level I Level II Level III Total Cash equivalents $56,276 $— $— $56,276 Warrant liabilities — — (3,789) (3,789) # F-8 #The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: (In thousands)Level ILevel IILevel IIITotalCash equivalents$ 20,673$—$ —$ 20,673Short-term investments35,035——35,035Warrant liabilities——(693)(693)There were no transfers between Levels I, II and III during 2016 or 2015.The changes in carrying amounts of the warrant liability for the years ended December 31, 2016 and 2015 were as follows:(In thousands) 2016 2015 Beginning balance $693 $5,131 Issued 6,933 — Exercised (9) — Net changes in valuation (3,828) (4,438)Ending balance $3,789 $693 Liabilities measured at fair market value on a recurring basis include warrant liabilities resulting from recent debt and equity financing. In accordancewith ASC 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.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 Common 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 50.0 million, 21.4 million and 17.4 million shares at December 31,2016, 2015 and 2014, 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 2016 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 CytRx's application of ASC 505-50. Thegain or loss resulting from the fair value calculation is shown on the Statements of Operations as gain (loss) on warrant liabilities. See "Note 10 – WarrantLiabilities" for additional information related to the determination of fair value of warrants.Stock-based Compensation — The Company's stock-based employee compensation plans are described in Note 14. The Company has adopted theprovisions of ASC 718, which requires the fair value 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 arerecorded as an expense over the vesting period. At the end of each financial reporting period prior to performance, the value of these options, as calculatedusing the Black-Scholes option-pricing model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly.Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subjectto adjustment until the common stock options or warrants are fully vested.# F-9 #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 and drugs, that are utilized in research and development and that have noalternative future use are expensed when incurred. Technology developed for use in its products is expensed as incurred until technological feasibility hasbeen established. 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 expendedon a 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. Non-refundable advance payments for goods and services that willbe used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather thanwhen the payment is made.Income Taxes — The Company accounts for income taxes in accordance with the provisions of FASB ASC 740-10, Income Taxes, ("ASC 740") whichrequires the recognition of deferred tax assets and liabilities for taxable temporary differences and deferred tax assets for deductible temporary differences andoperating loss carry-forwards using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit or expense isrecognized as a result of changes in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not thatsome or all of any deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely thannot that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company's policy isto recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses.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 equivalents 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.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, valuation on deferred tax assets, contingent liabilities and the estimate ofexpense arising from the common stock options and warrants granted to employees and non-employees. Actual results could materially differ from thoseestimates.Recent Accounting Pronouncements — In January 2017, the FASB issued an ASU entitled "Intangibles - Goodwill and Other (Topic 350): Simplifyingthe Test for Goodwill Impairment." The objective of the ASU is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with thecarrying amount of that goodwill. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscalyears. Early adoption is permitted. CytRx does not believe that the adoption of this guidance will have a material impact on its financial statements.In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15 "Statement of Cash Flows (Topic 230): Classification of CertainCash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)." The objective of ASU No. 2016-15 is to provide specific guidance oneight cash flow classification issues and how to reduce diversity in how certain cash receipts and cash payments are presented and classified in the statementof cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this update are effective for public business entities for fiscalyears beginning after December 15, 2017 and interim periods within those fiscal years. The Company is still in the process of determining the impact that theimplementation of ASU 2016-15 will have on its financial statements.# F-10 #In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation—Stock Compensation ("ASU 2016-09"). ASU 2016-09 includesseveral areas of simplification to stock compensation including simplifications to the accounting for income taxes, classification of excess tax benefits on theStatement of Cash Flows and forfeitures. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016. An entity that elects earlyadoption must adopt all of the amendments in the same period. CytRx does not believe that the adoption of this guidance will have a material impact on itsfinancial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires companies to recognize all leases as assets and liabilities onthe consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishingbetween finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operatingleases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accountingmodel in Topic 842, the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largelyunchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periodswithin those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on itsfinancial statements. In January 2016, the FASB issued ASU No. 2016-01 "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of FinancialAssets and Financial Liabilities." ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financialinstruments. With respect to the Company's financial statements, the most significant impact relates to the accounting for equity investments. It will impactthe disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within thoseyears beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the processof evaluating the impact of the adoption of this standard on its financial statements.In November 2015, the FASB issued ASU No. 2015-17 "Income Taxes: Balance Sheet Classification of Deferred Taxes". ASU 2015-17 simplifies thebalance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 is effective for fiscal yearsbeginning after December 15, 2016 with early adoption permitted. The adoption of this update will not have a material effect on the Company's financialstatements.In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires that debtissuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debtdiscounts. Further, ASU 2015-03 requires the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and anydiscount or premium are considered in the aggregate when determining the effective interest rate on the debt. ASU 2015-03 is effective for fiscal yearsbeginning after December 15, 2015, and interim periods within those fiscal years. ASU 2015-03 must be applied retrospectively. Entities may choose toadopt the new requirements as of an earlier date for financial statements that have not been previously issued. The Company adopted this AccountingStandard effective January 1, 2016.In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes nearly all existingrevenue recognition guidance under accounting principles generally accepted in United States ("U.S. GAAP"). The core principle of ASU 2014-09 is torecognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to beentitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimatesmay be required within the revenue recognition process than are required under existing U.S. GAAP.In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers" ("ASU 2015-14") which deferred the effective date by oneyear to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted only as of annual reporting periodsbeginning after December 15, 2016, including interim reporting periods within that reporting period.When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of thestandard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect ofinitially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluatingthe impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and have not yet determined the method by which they willadopt the standard.In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)". The new guidanceaddresses management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to providerelated footnote disclosures. Management's evaluation should be based on relevant conditions and events that are known and reasonably knowable at thedate that the financial statements are issued. The standard will be effective for the annual reporting periods ending after December 15, 2016, and for interimperiods thereafter. The Company adopted this Accounting Standard on its financial statements in the year ended December 31, 2016. Management'sconclusions are disclosed in Note 1 above.# F-11 #3. Foreign Currency RemeasurementThe U.S. dollar has been determined to be the functional currency for the net assets of the Company's laboratory in Freiburg, Germany. The transactionsare recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and currentexchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets andliabilities are recognized in other income (loss). The Company recognized a loss of approximately $18,000, $6,000 and 7,000 for the years ended December31, 2016, 2015 and 2014, respectively.4. ReceivablesAt December 31, 2016, the Company had a receivable of $0.2 million as compared to $4.6 million at December 31, 2015. The Company substantiallyreceived the amounts recoverable from its insurance carrier, associated with ongoing legal proceedings during 2016. Due to the likelihood of thecollectability of the accounts receivable, no allowance was recorded.5. Prepaid and Other AssetsAt December 31, 2016 and 2015, the Company had $3.4 million and $2.4 million, respectively, of prepaid and other current assets, which consistprimarily of deposits on contracts for research and development, prepaid insurance and leases for its facility.6. Short-term InvestmentsThe Company held no short-term investments at December 31, 2016. At December 31, 2015, the Company held $35.0 million of short-term investments,which have since matured.7. Equipment and FurnishingsEquipment and furnishings at December 31, 2016 and 2015 consist of the following (in thousands): 2016 2015 Equipment and furnishings $2,811 $1,843 Less — accumulated depreciation (851) (375)Equipment and furnishings, net $1,960 $1,468 Depreciation and amortization expense for the years ended December 31, 2016, 2015 and 2014 were $536,631, $317,649 and $182,927, respectively.8. Accrued Expenses and Other Current LiabilitiesAccrued expenses and other current liabilities at December 31, 2016 and 2015 are summarized below (in thousands). 2016 2015 Professional fees $193 $5,459 Research and development costs 2,208 2,625 Litigation settlement 700 1,000 Wages, bonuses and employee benefits 487 527 Other 242 82 Total $3,830 $9,693 9. Non-Cash Litigation Settlement Due in Shares of Common StockOn December 10, 2015, CytRx reached an agreement to settle the 2014 federal consolidated securities class action. As part of the settlement agreement,the Company agreed to issue the equivalent number of shares of its common stock to the class of a non-cash amount of $4,500,000 worth at the prevailingstock price at the time of the Court's final approval of the settlement agreement. In accordance with ASC 480, the Company classified the $4.5 million worthof shares of the common stock as a liability included in the non-cash litigation settlement due in shares of common stock in the December 31, 2015 balancesheet, due to the variable number of shares that would be issued upon the Court's final approval of the settlement agreement. On May 25, 2016, the Companyissued 1,561,578 shares of its common stock to settle this liability.# F-12 #10. Term LoanOn February 5, 2016, the Company entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. ("HTGC"), asadministrative agent and lender, and Hercules Technology III, L.P., as lender, pursuant to which the lenders made long-term loans to the Company onFebruary 8, 2016 in the aggregate principal amount of $25 million. The loans bear interest at the daily variable rate per annum equal to 6.00% plus the primerate, or 9.75%, whichever is greater. The interest rate at December 31, 2016 was 9.75%. The Company is required to make interest-only payments on the termloans through February 28, 2017, and beginning on March 1, 2017 it will be required to make amortizing payments of principal and accrued interest in equalmonthly installments until the maturity date of the term loans. The Company believes that its debt obligations accrue interest at rates which approximateprevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. We arerequired under the terms of the loans to maintain cash on hand of not less than three months' projected cash burn or $10 million, whichever is greater. TheCompany is in compliance with all the covenants entered into with the lenders as at December 31, 2016. All outstanding principal and accrued interest on theterm loans will be due and payable in full on the maturity date of February 1, 2020.As security for the Company's obligations under the loan and securities agreement, the Company granted HTGC, as administrative agent, a securityinterest in substantially all of its existing and after-acquired assets except for its intellectual property and certain other excluded assets.The following sets forth information regarding the current and long-term portion of the term loan (in thousands): December 31,2016 Term Loan Principal - Current $6,214 Loan Discount & Issuance Cost - Current (732)Term Loan, Net - Current $5,482 Term Loan Principal $18,786 End Fee Payable 1,772 Long Term Loan Discount & Issuance Cost (2,073)Long Term Loan, Net $18,485 Interest expense on the term loan was $2.8 million for 2016. There was no interest expense in either 2015 or 2014.The future principal payments for the Company's term loan as of December 31, 2016 are as follows (in thousands):2017 $6,214 2018 8,151 2019 8,995 2020 1,640 Total term loan $25,000 # F-13 #11. Warrant LiabilitiesWarrants issued in connection with the Company's July 2016 equity public offering and modified in the Company's December 2016 equity publicoffering are classified as liabilities as opposed to equity due to their settlement terms. These warrants are non-cash liabilities and the Company is not requiredto expend any cash to settle these liabilities. The fair value of these warrants were recorded on the balance sheet at issuance and the warrants were marked tofair value at each financial reporting period, with changes in the fair value recorded as a gain or loss in the statement of operations. The fair value of thewarrants is determined using the Black-Scholes option pricing model, which requires the use of significant judgment and estimates for the inputs used in themodel. The warrants issued in connection with the Company's August 2011 equity public offering expired in August 2016. The following reflects theweighted-average assumptions for each of the periods indicated: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 0.90% 0.57% 0.46%Expected dividend yield 0% 0% 0%Expected lives 1.23 0.59 1.59 Expected volatility 119.1% 61.7% 89.7%Number of warrants classified as liabilities 28,515,071 6,371,854 6,371,854 Gain (Loss) on warrant liabilities $3,827,617 $4,437,628 $19,051,239 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. The Company's computation ofexpected volatility is based on the historical daily volatility of its publicly traded stock.During the year, 28.6 million warrants in connection with the July equity offering were issued and 56,358 warrants were exercised resulting in theissuance of 56,358 shares of the Company's common stock.12. Commitments and ContingenciesCommitmentsThe 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, up to an aggregate of $7.5 million, 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, CytRx may also have to make royaltypayments, based upon a percentage of the sales of the pharmaceutical product. In respect of aldoxorubicin, it agreed to pay up to a maximum amount ofapproximately $18.3 million, payable in shares of its common stock, 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 arrangementsoften give 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) Research andDevelopment(3) Total 2017 $397 $3,257 $19,325 $22,979 2018 373 1,682 47 2,102 2019 278 1,057 37 1,372 2020 59 1,057 — 1,116 2021 — 1,057 — 1,057 Thereafter — — — — Total $1,107 $8,110 $19,409 $8,626 ____________ (1)Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Companyrecognized rent expenses of $358,247, $351,075, and $335,991 in 2016, 2015 and 2014, respectively. (2)Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company'sexecutive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and insome cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company's other executiveofficers are usually entered into annually or biennially. (3)Research and development obligations relate primarily to clinical trials. All of these purchase obligations are cancelable. # F-14 #ContingenciesThe 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.Shareholder Derivative Action in California. On August 14, 2014, a shareholder derivative lawsuit, captioned Pankratz v. Kriegsman, et al., 2:14-cv-06414-PA-JPR, was filed in the United States District Court for the Central District of California purportedly on our behalf against certain of our officersand each of our directors. On August 15, 2014, a virtually identical complaint was filed, captioned Taylor v. Kriegsman, et al., 2:14-cv-06451. Each of thecomplaints alleged breach of fiduciary duties, unjust enrichment, gross mismanagement, abuse of control, insider selling and misappropriation of informationin connection with our alleged retention of DreamTeamGroup and MissionIR, as well as our December 9, 2013 grant of stock options to certain boardmembers and officers. The complaint seeks unspecified damages, corporate governance and internal procedures reforms, restitution, disgorgement of allprofits, benefits, and other compensation obtained by the individual defendants, and the costs and disbursements of the action. On October 8, 2014, the Courtconsolidated the Pankratz and Taylor cases and appointed lead plaintiffs and co-lead counsel. After a series of procedural events including an interveningstay of the action, on November 2, 2015, the Court granted the defendants' motion to dismiss the consolidated action on grounds of forum non conveniens,largely based on our by-law requiring derivative actions to be filed in the Delaware Court of Chancery. On November 17, 2015, Plaintiffs filed an appealwith the Ninth Circuit Court of Appeals. While the case was pending on appeal, on December 22, 2015, the parties executed a Memorandum ofUnderstanding to settle the derivative action. On April 4, 2016, the plaintiffs filed a Motion for Preliminary Approval of the Shareholder DerivativeSettlement in the District Court. On May 31, 2016, however, the Court denied without prejudice the Motion for Preliminary Approval of the Settlement onprocedural grounds that included the Court's view that the settlement could not be considered until the Court's November 2 judgment dismissing the case wasvacated. The Court granted the parties the opportunity to file a motion to set aside the November 2 judgment. However, on August 17, 2016, the Courtdenied the parties' motion to set aside the judgment. No party took an appeal. Accordingly, the derivative litigation in California has concluded.Shareholder Derivative Actions in Delaware. There are two competing derivative complaints pending in the Delaware Court of Chancery allegingclaims related to our alleged retention of DreamTeamGroup and MissionIR. On December 14, 2015, a shareholder derivative complaint, captionedNiedermeyer et al. v. Kriegsman et al., C.A. No. 11800, was filed against certain of our officers and directors, for which a second amended complaint was filedon October 12, 2016. On September 6, 2016, one of the plaintiffs in the California litigation (discussed above) effectively refiled his complaint in theDelaware Court of Chancery, with the case captioned Taylor v. Kriegsman, C.A. No. 12720. Following competing motions for appointment of a leadplaintiff and lead counsel, On February 22, 2017, the Court of Chancery appointed Niedermeyer et al.as lead plaintiffs in the complaint. The Company andthe defendant officers and defendants will be responding appropriately to the operative complaint.Class Action in California. On July 25 and 29, 2016, nearly identical class action complaints were filed in the U.S. District Court for the CentralDistrict of California, titled Crihfield v. CytRx Corp., et al., Case No. 2:16-cv-05519 and Dorce v. CytRx Corp., Case No. 2:16-cv-05666 alleging that we andcertain of our officers violated the Securities Exchange Act of 1934 by allegedly making materially false and/or misleading statements, and/or failing todisclose material adverse facts to the effect that the clinical hold placed on the Phase 3 trial of aldoxorubicin for STS would prevent sufficient follow-up forpatients involved in the study, thus requiring further analysis, which could cause the trial's results and/or FDA approval to be materially adversely affected ordelayed. The plaintiffs allege that such wrongful acts and omissions caused significant losses and damages to a class of persons and entities that acquired oursecurities between November 18, 2014 and July 11, 2016, and seek an award of compensatory damages, costs and expenses, including counsel and expertfees, and such other and further relief as the Court may deem just and proper. On October 26, 2016, the Court entered an Order consolidating the actions titledIn re: CytRx Corporation Securities Litigation, Master File No. 16-cv-05519-SJO and appointing a Lead Plaintiff and Lead Counsel. On January 13, 2017, afirst amended complaint was filed in the Crihfield matter, which is now the controlling pleading. The Company and the individual defendants will be filing amotion to dismiss the first amended complaint on or before March 14, 2017.The Company intends to vigorously defend against the foregoing complaints. CytRx has directors' and officers' liability insurance, which will beutilized in the defense of these matters. The liability insurance may not cover all of the future liabilities the Company may incur in connection with theforegoing matters. These claims are subject to inherent uncertainties, and management's view of these matters may change in the future.The Company evaluates developments in legal proceedings and other matters on a quarterly basis. The Company records accruals for loss contingenciesto the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated.The Company has accrued $0.7 million of litigation settlement related to Shareholder Derivative actions.# F-15 #13. Equity TransactionsAs of December 31, 2016, the Company has reserved approximately 12.0 million of its authorized but unissued shares of common stock for futureissuance pursuant to its employee stock option plans issued to employees and consultants.In 2016, the Company issued 330,000 shares of its common stock resulting from the exercise of employee stock options and issued 2,325,581 shares inrestricted common stock (see Note 14).On December 16, 2016, the Company issued 11,540,741 shares of its common stock and 3,300 convertible preferred shares at a stated value of $1,000,and repriced 19,397,884 warrants from the July 2016 financing, from $0.70 to $0.51 per common stock, along with extending their term through July 2018,all in respect of a public offering. As a result of the Series B conversion price of $0.42 being less than the common stock price at the closing date, a beneficialconversion feature was recognized in the amount of $0.3 million. Since the preferred stock was immediately convertible, the entire beneficial conversionfeature was recognized as a deemed dividend on December 16, 2016. In December 2016, 192 preferred shares were converted at their conversion rate of $0.42in exchange for 457,143 common shares.On July 20, 2016, the Company issued 28,571,429 shares of its common stock and one-year warrants to purchase an equal number of shares of its commonstock in a public offering.On October 26, 2015, the Company retired 199,275 shares of its treasury stock at cost ($2.6 million).On July, 24, 2015, the Company completed a $28.7 million underwritten public offering, in which it sold and issued approximately 10.5 million shares ofcommon stock at a price of $2.75 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds ofapproximately $26.8 million.On March 15, 2014, the Company issued 200,000 common shares to KTB Tumorforschungs GmbH, the licensor of aldoxorubicin, in connection with theestablishment of the Company's Freiburg, Germany research and development laboratory. The fair value of the shares was $0.8 million, based on the stockprice as of the date of the transaction.On February 5, 2014, the Company completed an $86.0 million underwritten public offering, in which it sold and issued 13.2 million shares of commonstock at a price of $6.50 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds ofapproximately $80.5 million. Immediately after the sale, the Company had approximately 55.3 million shares of common stock outstanding, without givingeffect to the possible exercise of any of the Company's outstanding warrants or stock options.14. Stock Options and Equity-Classified WarrantsStock OptionsThe 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, 2016, there were approximately 0.5 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 30 million shares of common stock are reserved for issuance. As of December 31, 2016,there were 17.1 million shares subject to outstanding stock options and 2.3 million shares outstanding related to restricted stock grants issued from the 2008Plan and 12.0 million shares available for future grant under this plan.The Company follows the provisions of ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensationexpense for all stock-based awards made to employees.On June 2, 2015, the Company announced that it had reached an agreement to settle the Delaware stockholder derivative action. Under the settlement,they have agreed to re-price outstanding stock options to purchase a total of 2,095,000 shares of its common stock that were granted on December 10, 2013to certain of its directors and officers from the original exercise price of $2.39 to an exercise price of $4.66 (the share price at market closing on December 20,2013).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: 2016 2015 2014 Risk-free interest rate 1.20% - 2.26% 1.74% - 2.42% 1.74% - 2.12%Expected volatility 74% - 88% 74% - 85% 82% - 90%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, 2016, 2015 and 2014, the Company used a calculated volatility for each grant. The Company lacks adequate information aboutthe exercise behavior at this time and has determined the expected term assumption under the simplified method provided for under ASC 718, whichaverages the contractual term of the Company's options of ten years with the average vesting term of three years for an average of six years. The dividendyield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. Therisk-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 similar expected life. Basedon historical experience, for each of the three years ended December 31, 2016, 2015 and 2014, the Company has estimated an annualized forfeiture rate of10% for options granted to its employees, 2% for options granted to senior management and 0% for options granted to directors. Compensation costs will beadjusted for future changes in estimated forfeitures. The Company will record additional expense if the actual forfeitures are lower than estimated and willrecord a recovery of prior expense if the actual forfeiture rates are higher than estimated. No amounts relating to employee stock-based compensation havebeen capitalized.# F-16 #At December 31, 2016, there remained approximately $4.1 million of unrecognized compensation expense related to unvested stock options granted tocurrent employees and directors, to be recognized as expense over a weighted-average period of 1.24 years. Presented below is the Company's stock optionactivity for employees and directors: Stock Options Weighted AverageExercise Price 2016 2015 2014 2016 2015 2014 Outstanding — beginning of year 13,583,862 9,358,592 6,228,593 $3.11 $2.83 $3.11 Granted 4,857,500 4,590,000 3,190,000 0.59 2.61 2.47 Exercised (330,000) (287,143) (1,667) 2.14 2.05 1.83 Forfeited (1,176,737) — (24,333) 3.49 — 2.81 Expired (54,855) (77,587) (34,001) 8.03 5.58 8.18 Outstanding — end of year 16,879,770 13,583,862 9,358,592 2.36 3.11 2.83 Exercisable at end of year 10,867,920 8,020,162 4,901,511 $2.95 $3.45 $3.22 Weighted average fair value of stockoptions granted during the year: $0.43 $1.88 $1.80 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, andcompensation expense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees issubject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options are fully vested.The Company recorded approximately $0, $0 and $1,276,000 of non-cash charges related to the issuance of stock options to certain consultants inexchange for services during 2016, 2015 and 2014, respectively.At December 31, 2016, 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 AverageExercise Price 2016 2015 2014 2016 2015 2014 Outstanding — beginning of year 635,714 692,143 167,143 $3.02 $3.47 $5.69 Granted — — 550,000 — — 2.76 Exercised — — — — — — Expired/Forfeited (35,714) (56,429) (25,000) 7.77 8.54 2.79 Outstanding — end of year 600,000 635,714 692,143 2.73 3.02 3.47 Exercisable at end of year 600,000 635,714 692,143 $2.73 $3.02 $3.47 Weighted average fair value of stockoptions granted during the year: $— $— $1.98 # F-17 #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: 2016 2015 2014 Risk-free interest rate — — 2.23%Expected volatility — — 85.0%Expected lives (years) — — 10 Expected dividend yield — — 0%The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2016: Range ofExercise Prices Number ofOptions WeightedAverageRemainingContractual Life(years) Weighted AverageExercise Price Number ofOptionsExercisable WeightedAverageContractual Life Weighted AverageExercise Price $0.43 — 1.50 4,432,498 9.95 $0.44 1,086,696 9.95 $0.45 $1.51 — 2.50 8,932,606 7.85 2.26 6,293,224 7.49 2.22 $2.51 — 4.00 960,670 7.13 2.88 934,004 7.10 2.87 $4.01 — 32.55 3,153,996 6.17 5.24 3,153,996 6.17 5.24 17,479,770 8.04 $2.37 11,467,920 7.33 $2.93 There was no aggregate intrinsic value to the outstanding options, options vested, and options exercised during 2016.The following table sets forth the total stock-based compensation expense resulting from stock options and warrants included in the Company'sStatements of Operations: Years Ended December 31, 2016 2015 2014 Research and development - employee $1,822,508 $1,590,267 $932,482 General and administrative - employee 4,661,795 5,568,537 2,383,624 Total employee stock-based compensation $6,484,303 $7,158,804 $3,316,106 Research and development – non-employee $— $— $86,539 General and administrative – non-employee 235,764 225,852 1,736,703 Total non-employee stock-based compensation $235,764 $225,852 $1,823,242 # F-18 #Restricted StockIn December 2016, the Company granted to Stephen Kriegsman, Chief Executive Officer, 2,325,581 shares of restricted common stock, pursuant to the2008 Plan. This restricted stock vests in equal annual instalments over three years. The fair value of the restricted stock is based on the market price of theCompany's shares on the grant date less the par value received as consideration. The fair value of the restricted stock on the grant date was $1,000,000. TheCompany did not issue any restricted stock for the year ended December 31, 2015. On January 1, 2014, the Company granted to Dr. Daniel Levitt, ExecutiveVice President and Chief Medical Officer, 100,000 shares of restricted common stock pursuant to the 2008 Plan, which shares have now fully vested. The fairvalue of the restricted stock is based on the market price of the Company's shares on the grant date less the par value received as consideration. The fair valueof the restricted shares granted on January 1, 2014 was $626,900. The Company recorded an employee stock-based compensation expense for restrictedstock of approximately $15,000, $0 and $626,900 for the years ended December 31, 2016, 2015 and 2014, respectively.Equity-Classified WarrantsIn December 2016, the Company issued to a consultant a one-year contingent warrant to purchase 2,000,000 shares of common stock at an exercise priceof $0.70. No expense was recorded due to the performance contingent nature of the warrants. Should this performance contingency be removed, the warrantterm will be extended for eighteen months from that date.In February 2016, in connection with a loan and security agreement with Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P.("lenders") (see Note 10), the Company issued to the lenders warrants to purchase a total of 634,146 shares of our common stock at an exercise price of $2.05.These warrants had a fair value of $633,749 on the date of issuance and were recorded as a loan discount.In February 2016, the Company also issued a warrant to a consultant to purchase 500,000 shares of our common stock at an exercise price of $1.74. Thesewarrants will be fully vested by February 2018. The warrant expense in 2016, recognized as non-employee stock-based compensation expenses, was$157,797.In March 2015, the Company extended the term of the 250,000 warrants issued in November 2013 by three years. These warrants will now expire in 2018.The Company recognized a non-employee stock-based compensation expense of $77,967 relating to the term extension in 2016 and $61,480 in 2015.In March 2014, the Company issued a warrant to purchase 25,000 shares of its common stock at an exercise price of $5.60 in connection with theestablishment of its Freiburg, Germany research and development laboratory.A summary of the Company's warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted AverageExercise Price 2016 2015 2014 2016 2015 2014 Outstanding — beginning of year 7,225,472 7,349,760 8,324,609 $4.28 $4.27 $4.86 Granted 31,705,575 — 25,000 0.62 — 5.60 Exercised (56,358) (10,000) (340,527) 0.70 2.50 2.56 Forfeited — — — — — — Expired (6,371,899) (114,288) (659,322) 4.48 3.82 12.66 Outstanding — end of year 32,502,790 7,225,472 7,349,760 0.68 4.28 4.27 Exercisable at end of year 30,190,290 7,225,472 7,149,760 $0.67 $4.28 $4.32 Weighted average fair value of warrantsgranted during the year: $0.26 $— $3.46 During 2016, no warrants were surrendered in connection with the cashless exercise, as compared to 10,000 warrants during 2015.The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2016: WarrantsOutstanding Range ofExercise Prices Number of Shares WeightedAverageRemainingContractual Life(years) Weighted AverageExercise Price Number ofWarrantsExercisable WeightedAverageContractual Life Weighted AverageExercise Price $0.43 — 1.50 31,015,071 1.29 $0.60 28,702,571 1.25 $0.58 $1.51 — 2.50 1,337,719 2.69 2.30 1,337,719 2.30 2.30 $2.51 — 4.00 125,000 1.86 3.75 125,000 1.86 3.75 $4.01 — 32.55 25,000 7.21 5.60 25,000 7.21 5.60 32,502,790 1.35 $0.68 30,190,290 1.35 $0.67 # F-19 #15. Stockholder Protection Rights PlanEffective 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 thereafter andprior 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 a shareof 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 July 2016, the Company extended the stockholder rights plan through April 2022.16. Income TaxesAt December 31, 2016, the Company had federal and state net operating loss carryforwards of $333.5 million and $224.0 million, respectively, availableto offset against future taxable income, which expire in 2017 through 2036.As a result of a change in-control that occurred in the CytRx shareholder base, approximately $62.3 million in federal net operating loss carryforwardsbecame substantially limited in their annual availability. Management currently believes that the remaining $271.2 million in federal net operating losscarryforwards, and the $224.0 million in state net operating loss carryforwards, are unrestricted.As of December 31, 2016, CytRx also had research and development and alternative minimum tax credits for federal and state purposes of approximately$16.0 million and $21.2 million, respectively, available for offset against future income taxes, which expire in 2022 through 2036. 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 berealized and, as a result, a 100% deferred tax valuation allowance has been recorded against these assets.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, 2016 2015 Deferred tax assets: Net operating loss carryforwards $126,244 $105,661 Tax credit carryforwards 29,970 27,671 Equipment, furnishings and other 9,297 10,547 Total deferred tax assets 165,511 143,879 Deferred tax liabilities (301) (270)Net deferred tax assets 165,210 143,609 Valuation allowance (165,210) (143,609) $— $— 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, 2016 and 2015 was $21.4 million and $20.1 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, 2016 2015 2014 Federal benefit at statutory rate $(17,262) $(19,919) $(10,240)State income taxes, net of Federal taxes (3,086) (3,556) (2,773)State credits (1,031) (1,324) (990)Warrant liabilities (1,301) (1,509) (6,477)Other permanent differences 40 16 37 Provision related to change in valuation allowance 21,601 20,142 23,440 Current year tax credit (1,119) (2,050) (1,300)Return to provision 2,156 8,198 (1,504)Other, net 3 3 (192) $1 $1 $1 There have been no changes to the Company's liability for unrecognized tax benefits during the year ended December 31, 2016.The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2016, the taxreturns for 2012 through 2016 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. As of theyears ended December 31, 2016, 2015 and 2014, the Company had accrued no interest or penalties related to uncertain tax positions.# F-20 #17. Earnings (Loss) Per ShareBasic earnings per share are calculated using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings pershare calculations include any dilutive effect of potential common shares. In periods with a net loss from continuing operations, diluted earnings per share arecalculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per share.A reconciliation of the amounts used to calculate basic and diluted earnings per share for the year ended December 31, 2016 follows (in thousands, exceptper share data): Net loss $50,771 Add: Series B convertible preferred stock deemed dividends 314 Net loss available to common shareholders – basic and diluted 51,085 Weighted-average common shares outstanding – basic and diluted 81.1million Basic and diluted loss per share – common shareholders $(0.63) 18. Quarterly Financial Data (unaudited)Summarized quarterly financial data for 2016 and 2015 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) 2016 Total revenues $— $100 $— $100 Net loss $(12,643) $(18,280) $(12,175) $(7,672)Basic and diluted loss per share applicable to common stock $(0.19) $(0.27) $(0.13) $(0.08) 2015 Total revenues $— $— $— $100 Net income (loss) $(17,525) $(11,687) $(7,073) $(22,302)Basic and diluted income (loss) per share applicable to common stock $(0.31) $(0.21) $(0.11) $(0.34)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.19. Subsequent EventIn January and February 2017, a total of 2,520 Series B preferred shares were converted in exchange for 6,000,000 common shares of the Company'scommon stock.# F-21 # CYTRX CORPORATIONSCHEDULE II — VALUATION AND QUALIFYING ACCOUNTSFor the Years Ended December 31, 2016, 2015 and 2014 Additions Description Balance atBeginning ofYear Chargedto CostsandExpenses Charged toOther Accounts Deductions Balance at End of Year Reserve Deducted inthe Balance Sheetfrom the Asset toWhich it Applies: Allowance forDeferred Tax Assets Year endedDecember 31, 2016 $143,609,000 $— $21,601,000 $— $165,210,000 Year endedDecember 31, 2015 $123,466,000 $— $20,143,000 $— $143,609,000 Year endedDecember 31, 2014 $100,026,000 $— $23,440,000 $— $123,466,000 # F-22 #EXHIBIT 4.6COMMON STOCK PURCHASE WARRANT CYTRX CORPORATIONWarrant Shares: ______Initial Exercise Date: July 20, 2016THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the"Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof(the "Initial Exercise Date") and on or prior to the close of business on the one year anniversary of the Initial Exercise Date (the "Termination Date") but notthereafter, to subscribe for and purchase from CytRx Corporation, a Delaware corporation (the "Company"), up to _______ shares (as subject to adjustmenthereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price,as defined in Section 2(b).Section 1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certainSecurities Purchase Agreement (the "Purchase Agreement"), dated July 15, 2016, among the Company and the purchasers signatory thereto.Section 2.Exercise.a)Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on orafter the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of theCompany as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of theCompany) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within three (3)Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified inthe applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedurespecified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, norshall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder haspurchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shallsurrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is deliveredto the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares availablehereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to theapplicable number of Warrant Shares purchased. b)The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date ofsuch purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of suchnotice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of thisparagraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available forpurchase hereunder at any given time may be less than the amount stated on the face hereof.c)Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.70, subject toadjustment hereunder (the "Exercise Price").d)Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or theprospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also beexercised, in whole or in part, at such time by means of a "cashless exercise" in which the Holder shall be entitled to receive a number ofWarrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable "cashless exercise",as set forth in the applicable Notice of Exercise (to clarify, the "last VWAP" will be the last VWAP as calculated over an entireTrading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day'sVWAP shall be used in this calculation);(B) = the Exercise Price of this Warrant, as adjusted hereunder; and(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if suchexercise were by means of a cash exercise rather than a cashless exercise.If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of theSecurities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take anyposition contrary to this Section 2(c)."VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listedor quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on theTrading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (NewYork City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of theCommon Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed orquoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the "Pink Sheets" published by OTC MarketsGroup, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the CommonStock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected ingood faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees andexpenses of which shall be paid by the Company.Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashlessexercise pursuant to this Section 2(c).e)Mechanics of Exercise.i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchasedhereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder's or its designee'sbalance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC")if the Company is then a participant in such system and either (A) there is an effective registration statement permittingthe issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised viacashless exercise, and otherwise by physical delivery of a certificate, registered in the Company's share register in thename of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to suchexercise to the address specified by the Holder in the Notice of Exercise by the date that is one (1) Trading Day after thedelivery to the Company of the Notice of Exercise (such date, the "Warrant Share Delivery Date"). Upon delivery of theNotice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of theWarrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the WarrantShares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is receivedwithin three Trading Days of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to theHolder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay tothe Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to suchexercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per TradingDay (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for eachTrading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds suchexercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as thisWarrant remains outstanding and exercisable.ii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Companyshall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the WarrantShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased WarrantShares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.iii.Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder theWarrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right torescind such exercise.iv.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to anyother rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder theWarrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before theWarrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open markettransaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver insatisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a"Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's totalpurchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) theamount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to theHolder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchaseobligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalentnumber of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemedrescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had theCompany timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchasesCommon Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise ofshares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause(A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shallprovide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, uponrequest of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue anyother remedies available to it hereunder, at law or in equity including, without limitation, a decree of specificperformance and/or injunctive relief with respect toEx 4.6 -1-v.the Company's failure to timely deliver shares of Common Stock upon exercise of the Warrant as requiredpursuant to the terms hereof.vi.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issuedupon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled topurchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such finalfraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.vii.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to theHolder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all ofwhich taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of theHolder or in such name or names as may be directed by the Holder; provided, however, that in the event that WarrantShares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall beaccompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, asa condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. TheCompany shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees tothe Depository Trust Company (or another established clearing corporation performing similar functions) required forsame-day electronic delivery of the Warrant Shares.viii.Closing of Books. The Company will not close its stockholder books or records in any mannerwhich prevents the timely exercise of this Warrant, pursuant to the terms hereof.f)Holder's Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not havethe right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuanceafter exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates, and any other Personsacting as a group together with the Holder or any of the Holder's Affiliates (such Persons, "Attribution Parties")), would beneficially own inexcess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares ofCommon Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of CommonStock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number ofshares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficiallyowned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconvertedportion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to alimitation on conversion orexercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliatesor Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall becalculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it beingacknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent thatthe limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to othersecurities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisableshall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder's determinationof whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and AttributionParties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Companyshall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status ascontemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgatedthereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on thenumber of outstanding shares of Common Stock as reflected in (A) the Company's most recent periodic or annual report filed with theCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by theCompany or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of aHolder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stockthen outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to theconversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since thedate as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of CommonStock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial OwnershipLimitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number ofshares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of thisWarrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial OwnershipLimitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall beconstrued and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (orany portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or tomake changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraphshall apply to a successor holder of this Warrant. Section 3.Certain Adjustments.a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend orotherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payablein shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company uponexercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including byway of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of sharesof the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction ofwhich the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately beforesuch event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, andthe number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price ofthis Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after therecord date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediatelyafter the effective date in the case of a subdivision, combination or re‑classification.b)[Reserved].c)Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time theCompany grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro ratato the record holders of any class of shares of Common Stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon theterms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held thenumber of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercisehereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for thegrant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of CommonStock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder's right toparticipate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shallnot be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result ofsuch Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, ifever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).Ex 4.6 -2-d)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make anydividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return ofcapital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of adividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), atany time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution tothe same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stockacquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including withoutlimitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, ifno such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participationin such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result inthe Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution tosuch extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and theportion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto wouldnot result in the Holder exceeding the Beneficial Ownership Limitation).e)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, inone or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of itsassets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by theCompany or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange theirshares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization ofthe Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchangedfor other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stockor share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off orscheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of theoutstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making orparty to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other businesscombination) (each a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right toreceive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of suchFundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), thenumber of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, andany additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of thenumber of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (withoutregard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of theExercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Considerationissuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Priceamong the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the AlternateConsideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a FundamentalTransaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of thisWarrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in whichthe Company is not the survivor (the "Successor Entity") to assume in writing all of the obligations of the Company under this Warrantand the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form andsubstance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such FundamentalTransaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entityevidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a correspondingnumber of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable andreceivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such FundamentalTransaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into accountthe relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrantimmediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance tothe Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (sothat from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documentsreferring to the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shallassume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if suchSuccessor Entity had been named as the Company herein.Ex 4.6 -3-f)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, asthe case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a givendate shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.g)Notice to Holder.i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of thisSection 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the ExercisePrice after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a briefstatement of the facts requiring such adjustment.ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distributionin whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or aredemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stockrights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approvalof any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assetsof the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cashor property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up ofthe affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to theHolder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date onwhich a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a recordis not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of whichit is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the CommonStock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer orshare exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall notaffect the validity of the corporate action required to be specified in such notice. To the extent that any notice providedin this Warrant constitutes, or contains, material, non-public information regarding the Company or any of theSubsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report onForm 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of suchnotice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.Ex 4.6 -4-iii.Section 4.Transfer of Warrant.a)Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) aretransferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, togetherwith a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorneyand funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, suchpayment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and inthe denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencingthe portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to thecontrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned thisWarrant in full, in which cae, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holderdelivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, maybe exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaidoffice of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in suchdivision or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to bedivided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance dateof this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for thatpurpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat theregistered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, andfor all other purposes, absent actual notice to the contrary.Section 5.Miscellaneous.a)No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends orother rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth inSection 3.b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company ofevidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to theWarrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of theWarrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of suchWarrant or stock certificate.Ex 4.6 -5- d)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any rightrequired or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the nextsucceeding Business Day.e)Authorized Shares.The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized andunissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchaserights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers whoare charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of thepurchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such WarrantShares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the TradingMarket upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon theexercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant andpayment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from alltaxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurringcontemporaneously with such issue).Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, withoutlimitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may benecessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality ofthe foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company mayvalidly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, asmay be, necessary to enable the Company to perform its obligations under this Warrant.Ex 4.6 -6-Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant isexercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may benecessary from any public regulatory body or bodies having jurisdiction thereof.f)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall bedetermined in accordance with the provisions of the Purchase Agreement.g)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if notregistered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securitieslaws.h)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part ofHolder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies. Without limiting any otherprovision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of thisWarrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient tocover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurredby the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.i)Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by theCompany shall be delivered in accordance with the notice provisions of the Purchase Agreement.j)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise thisWarrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability ofthe Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by theCompany or by creditors of the Company.k)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery ofdamages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would notbe adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waiveand not to assert the defense in any action for specific performance that a remedy at law would be adequate.Ex 4.6 -7- l)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidencedhereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors andpermitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of thisWarrant and shall be enforceable by the Holder or holder of Warrant Shares.m)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent ofthe Company and the Holder.n)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effectiveand valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provisionshall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remainingprovisions of this Warrant.o)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose,be deemed a part of this Warrant.********************(Signature Page Follows)Ex 4.6 -8-IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date firstabove indicated. CYTRX CORPORATION By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chairman and Chief ExecutiveOfficer Ex 4.6 -9-NOTICE OF EXERCISETO:CYTRX CORPORATION(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.(2) Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or [ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forthin subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to thecashless exercise procedure set forth in subsection 2(c).(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:_______________________________The Warrant Shares shall be delivered to the following DWAC Account Number:_____________________________________________________________________________________________[SIGNATURE OF HOLDER]Name of Investing Entity: ________________________________________________________________________Signature of Authorized Signatory of Investing Entity: _________________________________________________Name of Authorized Signatory: ___________________________________________________________________Title of Authorized Signatory: ____________________________________________________________________Date: ________________________________________________________________________________________Ex 4.6 -10-BASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned toName: (Please Print)Address: Phone Number: Email Address: (Please Print) ______________________________________ ______________________________________Dated: _______________ __, ______ Holder's Signature: Holder's Address: Ex 4.6 -11-EXHIBIT 4.7THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIESAND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATIONUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLDEXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLEEXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND INACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THESUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.CONTINGENT COMMON STOCK PURCHASE WARRANTTo Purchase up to 2,000,000 Shares of Common Stock ofCYTRX CORPORATIONTHIS CONTINGENT COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for value received, Bristol Capital Advisors, LLC("Bristol Capital"), or its registered assigns (the "Holder"), is entitled, upon the terms and subject to the limitations hereinafter set forth, at any time after thisWarrant becomes exercisable as provided in Section 2, if it becomes so exercisable, and prior to 5:00 P.M., California time, on the Termination Date (ashereinafter defined), but not thereafter, to subscribe for and purchase from CytRx Corporation, a Delaware corporation (the "Company"), up to 2,000,000shares (the "Warrant Shares") of Common Stock (as hereinafter defined). The purchase price of each Warrant Share under this Warrant shall be equal to theExercise Price (as hereinafter defined).This Warrant is issued pursuant to the letter agreement dated November 9, 2016 between the Company and Bristol Capital (the "Letter Agreement").Section 1.Definitions. For purposes of this Warrant, the following capitalized terms shall have the meaningsindicated:"Business Day" means a day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in California are notrequired to be open for business."Common Stock" means the common stock of the Company, par value $0.001 per share, and any securities into or for which such common stockshall hereinafter have been converted or exchanged pursuant to a recapitalization, reclassification, reorganization, merger, sale of assets or otherwise."Rule 144" means Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, as such Rule may be amended fromtime to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.Ex 4.7 -1-"Securities Act" means the Securities Act of 1933, as amended."Transaction" has the meaning set forth in the Letter Agreement.Section 2.Exercisability; Termination Date. This Warrant shall be and become exercisable only upon the closingof a Transaction as defined on or before June 5, 2018. If no closing of a Transaction shall have occurred by such date, this Warrant shall thereupon becomevoid and of no further force or effect. If a closing of a Transaction shall have occurred on or before June 5, 2018, this Warrant may be exercised at any time ortimes as provided herein on or before December 5, 2019 (the "Termination Date").Section 3.Exercise.(a)Exercise of Warrant. If and when this Warrant has become exercisable as provided in Section 2, exercise of the purchase rightsrepresented by this Warrant may be made, in whole or in part, at any time or times on or before the Termination Date by delivery to the Company of a dulyexecuted facsimile copy of the Notice of Exercise Form annexed hereto (or to such other office or agency of the Company as it may designate by notice inwriting to the registered Holder at the address of such Holder appearing on the books of the Company) and payment of the aggregate Exercise Price of theWarrant Shares thereby purchased by wire transfer or cashier's check drawn on a United States bank. Notwithstanding anything herein to the contrary, theHolder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunderand the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three Business Daysof the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number ofWarrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal tothe applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchasedand the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holderand any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of aportion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount statedon the face hereof.(b)Exercise Price. The exercise price per Warrant Share shall be $0.70, subject to adjustment hereunder (as so adjusted, the"Exercise Price").(c)Mechanics of Exercise.(i)Delivery of Certificates Upon Exercise. Certificates for Warrant Shares purchased hereunder shall be transmitted by thetransfer agent of the Company to the Holder by crediting the account of the Holder's prime broker with the Depository Trust Company through its DepositWithdrawal Agent Commission ("DWAC") system if the Company is a participant in such system, and otherwise by physical delivery to the address specifiedby the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of thisWarrant (if required) and payment of the aggregate Exercise Price as set forth above ("Warrant Share Delivery Date"). The Warrant Shares shall be deemed tohave been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for allpurposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, ifany, pursuant to Section 3(c)(iv) prior to the issuance of such shares, have been paid.(ii)Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at therequest of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliverto Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall inall other respects be identical with this Warrant.(iii)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon theexercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at itselection, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up suchfinal fraction to the next whole share.(iv)Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holderfor any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by theCompany, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, thatin the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall beaccompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of asum sufficient to reimburse it for any transfer tax incidental thereto.(v)Closing of Books. The Company will not close its stockholder books or records in any manner which prevents thetimely exercise of this Warrant, pursuant to the terms hereof.Ex 4.7 -2-Section 4.Certain Adjustments.(a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding (i) pays a stock dividend or otherwisemake a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdividesoutstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of CommonStock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then ineach case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasuryshares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstandingimmediately after such event and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that theaggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4(a) shall become effective immediatelyafter the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or reclassification.(b)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidationof the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of relatedtransactions, or (iii) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stockis effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then, in the event thisWarrant is or becomes exercisable as provided in Section 2 and upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, foreach Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, upon exercise ofthis Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and anyadditional consideration (the "Alternate Consideration") receivable upon or as a result of such reorganization, reclassification, merger, consolidation ordisposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. Forpurposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on theamount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion theExercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the AlternateConsideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then theHolder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such FundamentalTransaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such FundamentalTransaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to exercise such warrant forAlternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any suchsuccessor or surviving entity to comply with the provisions of this Section 4(b) and ensuring that this Warrant (or any such replacement security) will besimilarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstandiing any other provision of this Warrant, in theevent of the sale, transfer or other disposition, directly or indirectly, of all or substantially all of the business, assets or securities of the Company on or beforeJune 5, 2018, whether in one transaction or a series of transactions, and whether by way of a merger or "reverse" merger or consolidation, reorganization,recapitalization or restructuring, tender or exchange offer, negotiated purchase, leveraged buyout, minority investment or partnership, collaborative ventureor otherwise, or any other extraordinary corporate transaction other than a Transaction, neither Bristol Capital nor any other Holder shall be entitled toexercise this Warrant, and this Warrant shall thereupon terminate and be of no further force or effect.(c)Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the casemay be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall exclude treasureshares, if any.(d)Notice to Holders.(i)Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, theCompany shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the factsrequiring such adjustment.(ii)Notice to Allow Exercise by Holder. If, at any time, if any, after this Warrant has become exercisable as provided inSection 2, (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare aspecial nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the CommonStock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; (D) the approval of any stockholders of theCompany shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, anysale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into othersecurities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of theCompany; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of theCompany, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to betaken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of theCommon Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which suchreclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected thatholders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable uponsuch reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in themailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall be entitled to exercise thisWarrant, if it has then become exercisable as provided in Section 2, during the 10-day period commencing on the date of such notice to the effective date ofthe event triggering such notice.Ex 4.7 -3-(iii)Transfer of Warrant.(e)Transferability. Subject to compliance with Section 5(d), this Warrant and all rights hereunder (including, without limitation,any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent,together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and fundssufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall executeand deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument ofassignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly becancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.(f)New Warrants. This Warrant may be divided upon presentation hereof at the aforesaid office of the Company, together with awritten notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject tocompliance with Section 5(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a newWarrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.(g)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the"Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as theabsolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.(h)Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transferof this Warrant shall not be registered pursuant to an effctive registration statement under the Securities Act and under applicable state secutities or blue skylaws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to theCompany a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) tothe effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that theholder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the atransfereebe an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a "qualified institutional buyer"as defined in Rule 144A(a) under the Securities Act.Section 5.Representations and Warranties of Holder. Holder hereby represents and warrants to theCompany that (a) Holder is acquiring this Warrant and will acquire any Warrant Shares for its own account for investment purposes only, (b) Holder has suchknowledge and experience in financial and business matters that it is capable of evaluating the merits and risksSection 6.of an investment in this Warrant and any Warrant Shares and protecting its own interest in connectionherewith and therewith, (c) Holder understands that neither this Warrant nor the Warrant Shares have been registered under the Securities Act or under anystate securities laws, and Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transferon this Warrant and the Warrant Shares may result in Holder being required to hold this Warrant and any Warrant Shares for an indefinite period of time, and(d) Holder is an "accredited investor" as such term is defined under Regulation D under the Securities Act.Ex 4.7 -4-Section 7.Miscellaneous.(a)No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as ashareholder of the Company prior to the exercise hereof as set forth in Section 3(c)(i).(b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidencereasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case ofloss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond),and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificateof like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.(c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any rightrequired or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.(d)Authorized Shares. The Company covenants that, at all times, if any, after this Warrant has become exercisable as provided inSection 2 and prior to the Termination Date, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for theissuance of the Warrant Shares upon the exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute fullauthority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Sharesupon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that the WarrantShares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which theCommon Stock may be listed.(e)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall bedetermined in accordance with the internal laws of the State of Delaware, without regard to conflicts of law principles.(f)Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as awaiver of such right or otherwise prejudice Holder's rights, powers or remedies.(g)Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Companyshall be delivered in accordance with the notice provisions of the Consulting Agreement.(h)Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will beentitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for anyloss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specificperformance that a remedy at law would be adequate.(i)Successors and Assigns. Subject to Section 5, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant areintended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder.(j)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of theCompany and the Holder.(k)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.(l)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemeda part of this Warrant.********************Ex 4.7 -5-IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.Dated:December 5, 2016CYTRX CORPORATION By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chairman and Chief Executive OfficerEx 4.7 -6-NOTICE OF EXERCISETO:CYTRX CORPORATION(1)The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.(2)Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as isspecified below:_______________________________The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:_____________________________________________________________________________________________[SIGNATURE OF HOLDER]Name of Investing Entity:Signature of Authorized Signatory of Investing Entity:Name of Authorized Signatory:Title of Authorized Signatory:Date:Ex 4.7 -7-ASSIGNMENT FORM(To assign the foregoing warrant, executethis form and supply required information.Do not use this form to exercise the warrant.)FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assignedto_______________________________________________ whose address is_______________________________________________________________._______________________________________________________________Dated: ______________, _______Holder's Signature:_____________________________Holder's Address:__________________________________________________________Signature Guaranteed: ___________________________________________NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement orany change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representativecapacity should file proper evidence of authority to assign the foregoing Warrant.Ex 4.7 -8- Exhibit 4.8 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXCHANGE OF THIS WARRANT HAVE BEEN REGISTERED WITH THESECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BEOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TOAN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THETRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.COMMON STOCK PURCHASE WARRANTTo Purchase 125,000 Shares of Common Stock ofCYTRX CORPORATIONTHIS COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for value received, Emmanuel Strategic Partners, or its registeredassigns (the "Holder"), is entitled, upon the terms and subject to the limitations hereinafter set forth, at any time on or after the date hereof (the "InitialExercise Date") and on or prior to 5:00 P.M., California time, on the sixtieth day following the expiration or termination for any reason of that certainConsulting Agreement dated November 10, 2013 between Holder and CytRx Corporation (the "Termination Date"), but not thereafter, to subscribe for andpurchase from CytRx Corporation, a Delaware corporation (the "Company"), up to 125,000 shares (the "Warrant Shares") of Common Stock (as hereinafterdefined). The purchase price of each Warrant Share under this Warrant shall be equal to the Exercise Price (as hereinafter defined).Section 1. Definitions. For purposes of this Warrant, the following capitalized terms shall have the meanings indicated:"Business Day" means a day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in California arenot required to be open for business."Commission" means the Securities and Exchange Commission."Common Stock" means the common stock of the Company, par value $0.01 per share, and any securities into or for which such common stockshall hereinafter have been converted or exchanged pursuant to a recapitalization, reclassification, reorganization, merger, sale of assets or otherwise."Rule 144" means Rule 144 promulgated by the Commission under to the Securities Act, as such Rule may be amended from time to time, or anysimilar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule."Securities Act" means the Securities Act of 1933, as amended."Trading Market" means any of the following exchanges on which the Common Stock is listed for trading on the date in question:(a) the Nasdaq Stock Market; (b) the American Stock Exchange; and (c) the New York Stock Exchange.Section 2. Vesting. This Warrant shall be vested and exercisable immediately as of the Initial Exercise Date.Ex 4.8 -1-Section 3.Exercise.(a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or inpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of aduly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it maydesignate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) andpayment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier's check drawn on a UnitedStates bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, inwhich case, the Holder shall surrender this Warrant to the Company for cancellation within three Business Days of the date the finalNotice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total numberof Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasablehereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintainrecords showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection toany Notice of Exercise Form within one Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records ofthe Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance ofthis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of theWarrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than theamount stated on the face hereof.(b)Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $3.00, subjectto adjustment hereunder (the "Exercise Price").(c)Mechanics of Exercise.(i)Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall betransmitted by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Daysfrom the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of theaggregate Exercise Price as set forth above ("Warrant Share Delivery Date"). The Warrant Shares shall be deemed to have beenissued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record ofsuch shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price andall taxes required to be paid by the Holder, if any, pursuant to Section 3(d)(vi) prior to the issuance of such shares, have beenpaid.(ii)Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part,the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of thecertificate or ce1tificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder topurchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identicalwith this Warrant.(iii)No Fractional Shares or Scrip. No .fractional shares or scrip representing fractional sharesshall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled topurchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fractionin an amount equal to such fraction multiplied by the Exercise Price or round up such final fraction to the next whole share.(iv)Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be madewithout charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of suchcertificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name ofthe Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates forWarrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shallbe accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as acondition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.(v)Closing of Books. The Company will not close its stockholder books or records in anymanner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.Section 4.Certain Adjustments. (a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding (i) pays a stock dividendor otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equityequivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any sharesof Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares ofCommon Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstandingshares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the CommonStock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fractionof which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstandingimmediately before such event and of which the denominator shall be the number of shares of Common Stockoutstanding immediately after such event and the number of Warrant Shares issuable upon exercise of this Warrantshall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Anyadjustment made pursuant to this Section 4(a) shall become effective immediately after the record date for thedetermination of stockholders entitled to receive such dividend or distribution and shall become effective immediatelyafter the effective date in the case of a subdivision, combination or reclassification. (b)Fundamental Transaction. If at any time while this Warrant is outstanding, (i) the Company effects any mergeror consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets inone or a series of related transactions, or (iii) the Company effects any reclassification of the Common Stock or any compulsory shareexchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in anysuch case, a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive,for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such FundamentalTransaction, upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of theCompany, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable upon or as aresult of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares ofCommon Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, thedetermination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount ofAlternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shallapportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any differentcomponents of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to bereceived in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receivesupon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoingprovisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrantconsistent with the foregoing provisions and evidencing the Holder's right to exercise such warrant into Alternate Consideration. Theterms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor orsurviving entity to comply with the provisions of this Section 4(b) and insuring that this Warrant (or any such replacement security) willbe similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.(c)Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th ofa share, as the case may be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstandingas of a given date shall exclude treasure shares, if any.(d)Notice to Holders.(i)Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to anyprovision of this Section 4, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after suchadjustment and setting forth a brief statement of the facts requiring such adjustment. (ii)Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or anyother distribution in whatever form) on the C01mnon Stock, (B) the Company shall declare a special nonrecurring cashdividend on or a redemption of the Cotl11llon Stock, (C) the Company shall authorize the granting to all holders of theCommon Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; (D) theapproval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of theCompany, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of theCompany; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon theWarrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafterspecified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of recordto be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which suchreclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date asof which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the CommonStock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or shareexchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect thevalidity of the corporate action required to be specified in such notice. The Holder shall be entitled to exercise this Warrant, tothe extent it is then vested and exercisable as provided in Section 2, during the 20-day period commencing on the date of suchnotice to the effective date of the event triggering such notice.Ex 4.8 -2-Section 5.Transfer of Warrant.(a)Transferability. Subject to compliance with Section 5(d), this Warrant and all rights hereunder (including,without limitation, any registration rights) are transferable, in whole or in pmt, upon surrender of this Warrant at the principal office ofthe Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name ofthe assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to theassignor a new Warrant evidencing the po1tion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. AWarrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrantissued.(b)New Warrants. This Warrant may be divided upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such division orcombination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or ·Warrants to be dividedor combined in accordance with such notice. (c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Companyfor that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treatthe registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to theHolder, and for all other purposes, absent actual notice to the contrary.(d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, thetransfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicablestate securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of thisWarrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scopecustomary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under theSecurities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Companyan investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined inRule 50l (a)(l), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a "qualified institutional buyer" as defined in Rulel44A(a) under the Securities Act.Section 6. Representations and Warranties of Holder. Holder hereby represents and warrants to the Company that (a) Holder isacquiring this Warrant and will acquire any Warrant Shares for its own account for investment purposes only, (b) Holder has suchknowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in thisWarrant and any Warrant Shares and protecting its own interest in connection herewith and therewith, (c) Holder understands that neitherthis Warrant nor the Warrant Shares have been registered under the Securities Act or under any state securities laws, and Holder is familiarwith the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on this Warrant and theWarrant Shares may result in Holder being required to hold this Warrant and any Warrant Shares for an indefinite period of time, and (d)Holder is an "accredited investor" as such term is defined under Regulation D under the Securities Act.Section 7.Miscellaneous.(a)No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights orother rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 3(d)(i).(b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by theCompany of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificaterelating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, inthe case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stockcetiificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of suchcancellation, in lieu of such Warrant or stock certificate (c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expirationof any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on thenext succeeding Business Day.(d)Authorized Shares. The Company covenants that, at all times prior to the Termination Date, it will reservefrom its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares uponthe exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officerswho are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares uponthe exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assurethat the Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirementsof the Trading Market upon which the Common Stock may be listed.(e)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of thisWarrant shall be determined in accordance with the internal laws of the State of Delaware, without regard to conflicts of law principles.Ex 4.8 -3-(f)Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holdershall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies.(g)Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery ofdamages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages wouldnot be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees towaive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.(h)Successors and Assigns. Subject to Section 5, this Warrant and the rights and obligations evidenced herebyshall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceableby any such Holder.(i)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the writtenconsent of the Company and the Holder.j) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extentof such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.(k)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for anypurpose, be deemed a part of this Warrant. ********************Ex 4.8 -4- IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.Dated: November 10, 2013 CYTRX CORPORATION By: /s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman President and Chief Executive Officer9NOTICE OF EXERCISETO:CYTRX CORPORATION(1) The undersigned hereby elects to purchaseWarrant . Shares of the Company pursuant to theterms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with allapplicable transfer taxes, if any.(2)Payment shall take the form of (check applicable box) in lawftil money of the United States.(3)Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other nameas is specified below:The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:[SIGNATURE OF HOLDER]Name of Investing Entity: _____________________________________________________Signature of Authorized Signatory of Investing Entity: _______________________________Name of Authorized Signatory: _________________________________________________Date: ______________________________ASSIGNMENT FORM(To assign the foregoing warrant, execute this form and supply requiredinformation. Do not use this form to exercise the warrant.)FOR VALUE RECEIVED, [] all of or [ ] shares of the foregoingWarrant and all rights evidenced thereby are hereby assigned towhose address isDated:________________________________________________________________________________________________________________________________________________________________________,Holder's Signature: Holder's Address:Signature Guaranteed:_NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration orenlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in afiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.01855/0001 183820.1Ex 4.8 -5-Exhibit 4.9 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXCHANGE OF THIS WARRANT HAVE BEEN REGISTERED WITH THESECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BEOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TOAN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THETRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.COMMON STOCK PURCHASE WARRANTTo Purchase 125,000 Shares of Common Stock ofCYTRX CORPORATIONTHIS COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for value received, Emmanuel Strategic Partners, or its registeredassigns (the "Holder"), is entitled, upon the terms and subject to the limitations hereinafter set forth, at any time on or after the date hereof (the "InitialExercise Date") and on or prior to 5:00 P.M., California time, on the sixtieth day following the expiration or termination for any reason of that certainConsulting Agreement dated November 10, 2013 between Holder and CytRx Corporation (the "Termination Date"), but not thereafter, to subscribe for andpurchase from CytRx Corporation, a Delaware corporation (the "Company"), up to 125,000 shares (the "Warrant Shares") of Common Stock (as hereinafterdefined). The purchase price of each Warrant Share under this Warrant shall be equal to the Exercise Price (as hereinafter defined).Section 1. Definitions. For purposes of this Warrant, the following capitalized terms shall have the meanings indicated:"Business Day" means a day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in California arenot required to be open for business."Commission" means the Securities and Exchange Commission."Common Stock" means the common stock of the Company, par value $0.01 per share, and any securities into or for which such common stockshall hereinafter have been converted or exchanged pursuant to a recapitalization, reclassification, reorganization, merger, sale of assets or otherwise."Rule 144" means Rule 144 promulgated by the Commission under to the Securities Act, as such Rule may be amended from time to time, or anysimilar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule."Securities Act" means the Securities Act of 1933, as amended."Trading Market" means any of the following exchanges on which the Common Stock is listed for trading on the date in question:(a) the Nasdaq Stock Market; (b) the American Stock Exchange; and (c) the New York Stock Exchange.Section 2. Vesting. This Warrant shall be vested and exercisable immediately as of the Initial Exercise Date.Ex 4.9 - 1-Section 3.Exercise.(a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or inpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of aduly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it maydesignate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) andpayment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier's check drawn on a UnitedStates bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, inwhich case, the Holder shall surrender this Warrant to the Company for cancellation within three Business Days of the date the finalNotice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total numberof Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasablehereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintainrecords showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection toany Notice of Exercise Form within one Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records ofthe Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance ofthis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of theWarrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than theamount stated on the face hereof.(b)Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $3.75, subjectto adjustment hereunder (the "Exercise Price").(c)Mechanics of Exercise.(i)Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall betransmitted by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Daysfrom the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of theaggregate Exercise Price as set forth above ("Warrant Share Delivery Date"). The Warrant Shares shall be deemed to have beenissued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record ofsuch shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price andall taxes required to be paid by the Holder, if any, pursuant to Section 3(d)(vi) prior to the issuance of such shares, have beenpaid.(ii)Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part,the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of thecertificate or ce1tificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder topurchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identicalwith this Warrant.(iii)No Fractional Shares or Scrip. No .fractional shares or scrip representing fractional sharesshall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled topurchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fractionin an amount equal to such fraction multiplied by the Exercise Price or round up such final fraction to the next whole share.(iv)Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be madewithout charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of suchcertificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name ofthe Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates forWarrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shallbe accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as acondition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.(v)Closing of Books. The Company will not close its stockholder books or records in anymanner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.Section 4.Certain Adjustments.(a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding (i) pays a stock dividend orotherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalentsecurities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of CommonStock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock intoa larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stockinto a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capitalstock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numeratorshall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately beforesuch event and of which the denominator shall be the number of shares of Common Stock outstanding immediatelyafter such event and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionatelyadjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuantto this Section 4(a) shall become effective immediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution and shall become effective immediately after the effective date in thecase of a subdivision, combination or reclassification. (b)Fundamental Transaction. If at any time while this Warrant is outstanding, (i) the Company effects any mergeror consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets inone or a series of related transactions, or (iii) the Company effects any reclassification of the Common Stock or any compulsory shareexchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in anysuch case, a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive,for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such FundamentalTransaction, upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of theCompany, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable upon or as aresult of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares ofCommon Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, thedetermination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount ofAlternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shallapportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any differentcomponents of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to bereceived in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receivesupon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoingprovisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrantconsistent with the foregoing provisions and evidencing the Holder's right to exercise such warrant into Alternate Consideration. Theterms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor orsurviving entity to comply with the provisions of this Section 4(b) and insuring that this Warrant (or any such replacement security) willbe similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.(c)Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th ofa share, as the case may be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstandingas of a given date shall exclude treasure shares, if any.(d)Notice to Holders.(i)Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to anyprovision of this Section 4, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after suchadjustment and setting forth a brief statement of the facts requiring such adjustment. (ii)Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or anyother distribution in whatever form) on the C01mnon Stock, (B) the Company shall declare a special nonrecurring cashdividend on or a redemption of the Cotl11llon Stock, (C) the Company shall authorize the granting to all holders of theCommon Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; (D) theapproval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of theCompany, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property,or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of theCompany; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon theWarrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafterspecified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of recordto be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which suchreclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date asof which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the CommonStock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or shareexchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect thevalidity of the corporate action required to be specified in such notice. The Holder shall be entitled to exercise this Warrant, tothe extent it is then vested and exercisable as provided in Section 2, during the 20-day period commencing on the date of suchnotice to the effective date of the event triggering such notice.Ex 4.9 - 2-Section 5.Transfer of Warrant.(a)Transferability. Subject to compliance with Section 5(d), this Warrant and all rights hereunder (including,without limitation, any registration rights) are transferable, in whole or in pmt, upon surrender of this Warrant at the principal office ofthe Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name ofthe assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to theassignor a new Warrant evidencing the po1tion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. AWarrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrantissued.(b)New Warrants. This Warrant may be divided upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such division orcombination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or ·Warrants to be dividedor combined in accordance with such notice.(c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Companyfor that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treatthe registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to theHolder, and for all other purposes, absent actual notice to the contrary.(d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, thetransfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicablestate securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of thisWarrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scopecustomary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under theSecurities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Companyan investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined inRule 50l (a)(l), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a "qualified institutional buyer" as defined in Rulel44A(a) under the Securities Act.Section 6. Representations and Warranties of Holder. Holder hereby represents and warrants to the Company that (a) Holder isacquiring this Warrant and will acquire any Warrant Shares for its own account for investment purposes only, (b) Holder has suchknowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in thisWarrant and any Warrant Shares and protecting its own interest in connection herewith and therewith, (c) Holder understands that neitherthis Warrant nor the Warrant Shares have been registered under the Securities Act or under any state securities laws, and Holder is familiarwith the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on this Warrant and theWarrant Shares may result in Holder being required to hold this Warrant and any Warrant Shares for an indefinite period of time, and (d)Holder is an "accredited investor" as such term is defined under Regulation D under the Securities Act.Section 7.Miscellaneous.(a)No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights orother rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 3(d)(i).(b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by theCompany of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificaterelating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, inthe case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stockcetiificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of suchcancellation, in lieu of such Warrant or stock certificate (c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration ofany right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on thenext succeeding Business Day.(d)Authorized Shares. The Company covenants that, at all times prior to the Termination Date, it will reservefrom its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares uponthe exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officerswho are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares uponthe exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assurethat the Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirementsof the Trading Market upon which the Common Stock may be listed.(e)Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of thisWarrant shall be determined in accordance with the internal laws of the State of Delaware, without regard to conflicts of law principles.Ex 4.9 - 3-(f)Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holdershall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies.(g)Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery ofdamages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages wouldnot be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees towaive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.(h)Successors and Assigns. Subject to Section 5, this Warrant and the rights and obligations evidenced herebyshall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceableby any such Holder.(i)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the writtenconsent of the Company and the Holder.j) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extentof such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.(k)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for anypurpose, be deemed a part of this Warrant. ********************Ex 4.9 - 4- IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.Dated: November 10, 2013CYTRX CORPORATIONBy: /s/ STEVEN A. KRIEGSMANSteven A. KriegsmanPresident and Chief Executive Officer Ex 4.9 - 5-EXHIBIT 10.26EMPLOYMENT AGREEMENTThis Employment Agreement (this "Agreement") is made and entered into as of January 1, 2017 (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 continue to employ Employee, and Employee is willing to be employed by Employer, on the terms set forth in thisAgreement.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 employ Employee, and Employee shall serve, as Employer's ChiefOperating Officer and Chief Medical Officer on the terms set forth herein.2.Duties and Places of Employment. Employee shall perform in a professional and business-like manner, and to the best of his ability, theduties described on Schedule 1 to this Agreement and such other duties as are mutually agreed to in writing from time to time by Employee and Employer'sChairman of the Board and Chief Executive Officer. Subject to the succeeding sentences, Employee's services hereunder shall be rendered at Employer's SanFrancisco office and its corporate offices in Los Angeles, California, except for travel when and as required in the performance of Employee's dutieshereunder. Employee may work remotely from the San Francisco office and during such time, Employee shall make himself readily accessible to Employer bytelephone, via the Internet or other remote access, as Employee deems reasonably necessary for the performance of Employee's services hereunder. Employershall make available to Employee remote computer access in Employer's San Francisco office to Employer's computerized systems and shall providetechnical 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'sbusiness. Employer agrees that Employee may continue to serve as a member of the board of directors of Aquinox Corp. and as a member of the board ofdirectors of the San Francisco SPCA. In addition, Employee may serve on the board or advisory committee of other companies or organizations or provideconsulting services to other companies or organizations, provided in each case that such company or organization is not directly competitive with Employer. 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 December31, 2017, unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew thisAgreement. In the event that Employee's employment has not theretofore been terminated and Employer neither offers to extend or renew Employee'semployment under the Agreement nor offers Employee an opportunity to serve as a consultant to the Employer, then following the expiration of the TermEmployer shall continue to pay Employee his salary as provided for in Section 5.2 during the one-year period ending December 31, 2018.5.Compensation. As total consideration for Employee's services hereunder, Employer shall pay or provide Employee the followingcompensation and benefits:5.1Promotion Bonus. Employee shall be entitled to a one-time bonus as a result of his promotion to ChiefOperating Officer and his continued responsibilities as Chief Medical Officer of SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS($625,000.00), which shall be paid by Employer on the first regular payroll in January 2017.5.2Salary; Bonus; Stock Options.(a)Employee shall be entitled to receive an annual salary of SIX HUNDRED TWENTY FIVE THOUSAND DOLLARS($625,000.00), payable in accordance with Employer's normal payroll policies and procedures.(b)Employee shall be eligible for a bonus for his services during the Term in Employer's discretion, but not less than ONEHUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) with respect to calendar year 2017. Any bonus payable to Employee shall be paid no later thanthe last regular payroll of 2017.(c)Employee also shall be eligible for grants of stock options, restricted stock and other equity awards based on Employerstock in accordance with Employer's practices and policies with respect to its senior executives.Ex 10.26 -1-5.3Expense Reimbursement. Employer shall reimburse Employee for all reasonable and necessary businessexpenses incurred by Employee in connection with the performance of Employee's duties in accordance with Employer's usual practicesand policies in effect from time to time including, but not limited to: meeting registration; ground transportation to and from airports;ground transportation selected by Employee to and from hotels, meeting sites, restaurants, and other destinations; lodging and meals;provided, however, that Employee shall be permitted to fly first class on all plane trips that are scheduled for more than two hours induration. When Employee travels to and from Employer's corporate offices, Employer shall pay for (i) round-trip airfare and airportparking or other ground transportation to and from the airports, or, (ii) if driving, the cost of gas, tolls and meals, but shall not pay for anyother food or other incidentals except as specifically set forth herein. During the Term, Employer shall provide Employee with (i) hotel,parking and meal accommodations while Employee is working at Employer's corporate offices in reasonable proximity to Employer'scorporate offices as chosen by Employee, (ii) Employer-paid memberships to one airline club, and (iii) the use of a rental car withEmployer-paid car rental insurance, or at Employee's election reimbursement for car services selected by Employee, while working in LosAngeles, California.5.4Tax Gross-Ups.(a)In the event it shall be determined that any payment by the Employer to or for the benefit of Employee under Section5.3 above (whether paid or payable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments requiredunder this Section 5.4) (a "Travel, Hotel and Meal Payment") would be subject to federal or state income or payroll tax (such income and payroll tax,together with any such interest and penalties, are hereinafter collectively referred to as the "Additional Section 5.3 Income Tax"), then Employee shall beentitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest orpenalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto)imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Additional Section 5.3 Income Tax imposed uponthe Travel, Hotel and Meal Payments.(b)In the event it shall be determined that any payment or distribution by the Employer to or for the benefit of Employee(whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, including Section 5.3 above, or otherwise, but determinedwithout regard to any additional payments required under this Section 5.4) (a "Change in Control Payment") would be subject to the excise tax imposed bySection 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to suchexcise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Employee shall beentitled 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 and when 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 an independent auditor (the"Auditor") jointly selected by Employee and Employer and paid by Employer. If Employee and Employer cannot agree on the firm to serve as the Auditor,then they shall each select an accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Unless Employee agreesotherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not during the two years preceding the date ofits selection, acted in any way on behalf of Employer. Employee and Employer shall cooperate with each other in connection with any proceeding or claimrelating to the existence or amount of any liability for Excise Tax. All expenses relating to any such proceeding or claim (including attorneys' fees and otherexpenses incurred by Employee in connection therewith) shall be paid by Employer promptly upon demand by Employee, and any such payment shall besubject to a Parachute Gross-Up Payment under this Section 5.4 in the event that Employee is subject to Excise Tax on it or a Gross-Up Payment in the eventthat Employee is subject to an Additional Section 5.3 Income Tax on it.(d)The Auditor shall provide detailed supporting calculations both to the Employer and Employee within 15 businessdays of the receipt of notice from Employee that there has been a Change in Control Payment or the Travel, Hotel and Meal Payment is being treated astaxable income to Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment or ParachuteGross-Up Payment, as determined pursuant to this Section 5.4, shall be paid by the Employer to Employee on the first to occur of (i) five business days priorto the time the Excise Tax or the Additional Section 5.3 Income Tax, as applicable, is payable and (ii) within five days of the receipt of the Auditor'sdetermination. Any determination by the Auditor shall be binding upon the Employer and Employee. As a result of the uncertainty in the application ofSections 61 or 4999 of the Code at the time of the initial determination by the Auditor hereunder, it is possible that Gross-Up Payments or Parachute Gross-Up Payments which will not have been made by the Employer should have been made ("Underpayment"), consistent with the calculations required to bemade hereunder. In the event that the Employer exhausts its remedies pursuant to Section 5.4(e) and Employee thereafter is required to make a payment ofany Additional Section 5.3 Income Tax or any Excise Tax, the Auditor shall determine the amount of the Underpayment that has occurred and any suchUnderpayment shall be promptly paid by the Employer to or for the benefit of Employee.Ex 10.26 -2-(e)Employee shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, wouldrequire the payment by the Employer of the Gross-Up Payment or the Parachute Gross-Up Payment. Such notification shall be given as soon as practicablebut no later than 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 onwhich such claim 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 givessuch notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifiesEmployee in writing prior to the expiration of such period that it desires to contest such claim, Employee shall:(i)give the Employer any information reasonably requested by the Employer relating to such claim;(ii)take such action in connection with contesting such claim as the Employer shall reasonably request in writingfrom time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by theEmployer;(iii)cooperate with the Employer in good faith in order effectively to contest such claim; and(iv)permit the Employer to participate in any proceedings relating to such claim; provided, however, that theEmployer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shallindemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto)imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions to this Section 5.4(e), theEmployer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals,proceedings, hearings and conferences with the taxing authority in respect of such claim.Ex 10.26 -3-5.5Vacation. Employee shall continue to accrue vacation days without loss of compensation in accordance withEmployer's usual policies applicable to all employees at a rate of four weeks' vacation time for each 12-month period during the Term.5.6Employee Benefits. Employee shall be eligible to participate in any employee benefits made availablegenerally by Employer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 heretosets forth a summary of such plans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policiesnow or hereafter in effect may be modified or terminated by Employer at any time in its discretion.5.7Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employeehereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge whichmay be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.5.8Equity Awards. In connection with the execution and delivery of this Agreement, to the extent not otherwise provided for insuch stock option agreements, Employer and Employee shall enter into mutually satisfactory amendments to all stock option agreements between Employerand Employee pursuant to Employer's 2008 Stock Incentive Plan to provide for (a) the vesting, in full, of the stock options subject to each such stock optionagreement in the event of, and upon, FDA approval to market aldoxorubicin in no fewer indications than lyposarcoma and leiomyosarcoma, or small celllung cancer, and (b) the extended exercisability of all vested options in the event of termination of Employee's employment hereunder other than terminationby Employer for Cause.6.Termination. This Agreement may be terminated as set forth in this Section 6.6.1Termination by Employer for Cause. Employer may terminate Employee's employment hereunder for "Cause"upon notice to Employee. "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 breachshall not constitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and evidenceof such breach, and affording Employee at 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 moralturpitude;(c)Employee's conviction of fraud injurious to Employer or its reputation; and(d)Employee's continual failure or refusal (other than due to his death or "Disability" as defined in Section 6.3) to perform hismaterial duties as required under Schedule 1 to this Agreement after written notice from Employer stating the nature of such failure or refusal and affordingEmployee at least 30 calendar days to correct the same.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 in a lump sum, not later than three days after the date of termination, equal to the sum of (1) of any accrued butunpaid salary and unused vacation as provided in Sections 5.2(a) and 5.5 as of the date of such termination, (2) any accrued and unpaid bonus as provided inSections 5.1 and 5.2(b), and (3) such benefits, if any, to which Employee or his dependents or beneficiaries may then be entitled as a participant under theemployee benefit plans referred to in Section 5.6. In the event of the termination of Employee's employment for Cause, Employee's stock options and anyother equity awards based on Employer's securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc. shall, tothe extent then vested and exercisable, remain vested and exercisable in accordance with their terms. In addition, Employee shall be entitled to retain andhave full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet); provided that allEmployer confidential information shall be deleted by Employer from such devices before releasing them to Employee.Ex 10.26 -4-6.2Termination by Employer without Cause. Employer may also terminate Employee's employment withoutCause upon not less than ten days written notice to Employee. Upon the effective date of the termination of Employee's employment byEmployer without Cause under this Section 6.2, all compensation and benefits to Employee hereunder shall cease and Employee shall beentitled to (a) a lump sum cash payment on the effective date of Employee's termination of employment of (1) any accrued but unpaidsalary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon theeffective date of such termination, (2) any accrued and unpaid bonus as provided in Sections 5.1 and 5.2(b), and (3) such benefits, if any,to which Employee or his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to inSection 5.6; (b) as of the effective date of Employee's termination, full (100%) and immediate vesting of all of Employee's stock optionsand any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units,etc., and all stock options and other equity awards shall remain exercisable for their full term, (c) payment of any Tax Gross-Up orParachute Tax Gross-Up payment as described in Section 5.4, (d) an amount, which shall be due and payable within ten days followingthe effective date of such termination, equal to Employee's salary as provided in Section 5.2(a) that would otherwise be payable for theperiod (the "Severance Period") commencing on the date of termination of Employee's employment and ending on the first anniversary ofsuch termination date, provided that if the date of termination occurs following a Change of Control (as hereinafter defined), then thesalary described in this clause shall instead be calculated using a 24-month "Severance Period" that commences on the date oftermination and ends on the second anniversary of such termination date, (e) retain and have full ownership of all electronic devicesprovided to Employee (including, without limitation, a computer, telephone and tablet), provided that all Employer confidentialinformation shall be deleted by Employer from such devices before releasing them to Employee, and (f) continued participation, atEmployer's cost and expense, of Employee and his dependents, for a period of 12 months following such termination, in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's rights to the benefits underclause (d) of this Section 6.2 shall be conditioned on Employee's prior execution and delivery to Employer of the General Release of AllClaims in the form attached hereto as Exhibit A.6.3Death or Disability. In the event of Employee's death or "Disability" (as defined below) during the Term, theEmployee's employment shall automatically cease and terminate as of the date of Employee's death or the effective date of Employer'swritten notice to Employee of its decision to terminate his employment by reason of his Disability, as the case may be, and Employee orhis heirs or personal representative shall be entitled to the same payments and benefits, at the same times, as described in Section 6.2 for atermination of employment by Employer without Cause. Likewise, as of the effective date of Employee's death or termination due toDisability, full (100%) and immediate vesting of all of Employee's stock options and any other equity awards based on Employersecurities, such as restricted stock units, stock appreciation rights, performance units, etc., held by Employee at the time of his death orDisability and all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee orhis heirs or personal representative shall be entitled to retain and have full ownership of all electronic devices provided to Employee(including, without limitation, a computer, telephone and tablet); provided that all Employer confidential information shall be deleted byEmployer from such devices before releasing them to Employee or such heirs or personal representatives. Notwithstanding the foregoingor any provision of Section 6.2, Employer's obligation to pay Employee the salary called for in Section 6.2 for the Severance Periodfollowing termination of his employment by reason of his Disability shall be subject to offset and shall be reduced by any and allamounts paid to Employee under any disability insurance policy paid or provided for by Employer as provided in Section 5.6 orotherwise. Employee's "Disability" shall have the meaning ascribed to such term in any policy of disability insurance maintained byEmployer (or by Employee, as the case may be) with respect to Employee or, if no such policy is then in effect, shall mean Employee'sinability 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.6.4Termination by Employee for Good Reason. Employee may terminate his employment hereunder for "GoodReason," which shall mean any material breach by Employer of the terms hereof that is not corrected by Employer within five days afterwritten notice by Employee to Employer, including, without limitation, (i) the assignment to Employee of any duties inconsistent in anyrespect with his position as Chief Operating Officer and Chief Medical Officer (including status, offices, titles, reporting requirements,authority, duties or responsibilities); (ii) any failure by Employer to comply with its compensation obligations under this Agreement; (iii)Employer's requiring Employee to relocate from San Francisco or report to any office or location more than ten miles of the currentlocation of the Company's headquarters; or (iv) the failure of any purchaser of substantially all the assets of the Employer to assume orrenew this Agreement. If Employee terminates his employment for Good Reason, subject to Employer's right to cure as set forth above,the termination shall take effect on the effective date (determined under Section 15) of the written notice to Employer, and Employeeshall be entitled to the same payments and benefits, at the same times, described in Section 6.2 for a termination by Employer withoutCause. Likewise, as of the effective date of Employee's termination for Good Reason, to the extent not otherwise vested, full (100%) andimmediate vesting of all of Employee's stock options and any other equity awards based on Employer securities, such as restricted stockunits, stock appreciation rights, performance units, etc., and all stock options and other equity awards shall remain exercisable thereafterfor their full term. In addition, Employee shall be entitled to retain and have full ownership of all electronic devices provided toEmployee (including, without limitation, a computer, telephone and tablet); provided that all Employer confidential information shall bedeleted by Employer from such devices before releasing them to Employee.Ex 10.26 -5-6.5Termination by Employee without Good Reason. Employee shall have the right to voluntarily terminate his employmenthereunder at any time without Good Reason upon 30 days' written notice to Employer. A voluntary termination by Employee in accordance with thisSection 6.5 shall not be deemed a breach of this Agreement. Upon any voluntary termination of employment by Employee without Good Reason pursuant tothis Section 6.5, Employee shall be entitled only to such payments and benefits as those described in Section 6.1 for a termination by Employer for Cause. In addition, Employee shall be entitled to retain and have full ownership of all electronic devices provided to Employee (including, without limitation, acomputer, telephone and tablet); provided that all Employer confidential information shall be deleted by Employer from such devices before releasing themto Employee.6.6Termination in Connection with a Change in Control. For purposes of this Agreement, a "Change in Control" shall have themeaning ascribed to such term in Employer's 2000 Long-Term Incentive Plan and shall also have the meaning ascribed to the term "Corporate Transaction" inEmployer's 2008 Stock Incentive Plan, as each such Plan may be amended from time to time. If a Change in Control occurs during the Term, and if, withintwo years after the date on which the Change in Control occurs, Employee's employment is terminated by Employer without Cause or by Employee for GoodReason, then Employee will be entitled to the payments and benefits described in the proviso found in Section 6.2(d) above, at the same times, described inSection 6.2 for a termination by Employer without Cause. 6.7 No Mitigation; No Offset. Employee shall have no obligation to seek other employment or to otherwise mitigateEmployer's obligations to him arising from the termination of his employment, and no amounts paid or payable to Employee byEmployer under this Agreement shall be subject to offset for any remuneration to which Employee may become entitled from anyother source after his employment with Employer terminates, whether attributable to subsequent employment, self-employment orotherwise.7.Confidentiality. While this Agreement is in effect and for a period of five years thereafter, and except as otherwise required by law orlegal process and after reasonable notice to Employer and opportunity for Employer to intervene, 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 inthe course of performing Employee's duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold and keep secret andconfidential such trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such trade secrets or otherconfidential or proprietary information, as Employer's property, including, but not limited to, all documents concerning Employer's business, includingEmployee's work papers, telephone directories, customer information and notes, and any and all copies thereof in Employee's possession or under Employee'scontrol. Upon the expiration or earlier termination of Employee's employment with Employer, or upon request by Employer, Employee shall deliver toEmployer all such documents belonging to Employer, including any and all copies in Employee's possession or under Employee's control.Ex 10.26 -6-8.Equitable Remedies and Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to fullycompensate Employer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employershall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions andpermanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however,diminish Employer'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 Operating Officer 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 fullest extent of the law as setforth in the Indemnification Agreement dated December 9, 2013 between the parties.10.Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal orotherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shallnevertheless be binding and 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. Except for the Indemnification Agreement dated December 9, 2013 and the amendments to the stock optionagreements referred to in Section 5.8, this Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties heretohave made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. ThisAgreement supersedes any and all prior agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any such prioragreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any suchagreements 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 suchwriting is made by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of thisAgreement be enforceable or valid.Ex 10.26 -7-Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without giving effectto California's choice-of-law rules.14.Notice. All notices and other communications under this Agreement shall be in writing and mailed or delivered by hand or by anationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such other address as such party may havespecified by notice given to the other party pursuant to this provision):If to Employer:CytRx Corporation11726 San Vicente Boulevard, Suite 650Los Angeles, California 90049Attention: Chief Executive OfficerIf to Employee:Daniel Levitt, M.D., Ph.D.[Residence Address]15.Survival. Sections 4, 5.2, 5.3, 5.4, 6 through 16 and 18 through 20 shall survive the expiration or termination of this Agreement.16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of whichtogether shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as anoriginally executed counterpart.17.Attorney's Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitledto recover its or his reasonable attorneys' fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries.18.No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between personsknowledgeable in the matters dealt with herein. Accordingly, the parties agree that any rule of law, including, but not limited to, California Civil CodeSection 1654 or any other statutes, legal decisions, or common law principles of similar effect, that would require interpretation of any ambiguities in thisAgreement against the party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in areasonable manner to effect the intentions of the parties hereto.19.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 Section409A may only be made in a manner, and upon an event, permitted by Section 409A. The provisions of this Agreement shall be construed and interpreted toavoid the imposition of any additional tax, penalty or interest under Section 409A while preserving, to the extent possible, the intended benefits hereunderpayable to Employee. Employer and Employee agree that any payment made pursuant to this Agreement due to Employee's "separation from service" asdefined in Section 409A shall be delayed in accordance with Section 409A(a)(2)(B)(i) of the Code (six month delay) if and to the extent required to avoid theimposition of any tax, penalty or interest under Section 409A. Any such delayed payments will be paid in a lump sum on the earliest date on which theCompany may provide such payment to Employee without Employee's incurring any additional tax or interest pursuant to Section 409A. Further, 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 priorto the payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee's beneficiary, or if none, to the personalrepresentative of Employee's estate within 30 days after the date of Employee's death.[Signature Page Follows]Ex 10.26 -8-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. Kriegsman Chairman and Chief Executive Officer "EMPLOYEE" /s/ DANIEL LEVITT, M.D., PH.D. Daniel Levitt, M.D., Ph.D. Ex 10.26 -9-EXHIBIT AGENERAL RELEASE OF ALL CLAIMSThis General Release of All Claims is made as of _________, 20__ ("General Release"), by and between Daniel Levitt, M.D., Ph.D. ("Executive") andCytRx Corporation, a Delaware corporation (the "Company"), with reference to the following facts:WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of January 1, 2017, between theCompany and Executive (the "Employment Agreement");WHEREAS, Executive desires to execute and deliver to the Company this General Release in consideration of the Company's providing Executivewith certain severance benefits pursuant to Section 6.2 of the Employment Agreement; andWHEREAS, Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in thisGeneral Release owed to Executive by the Company, except as expressly provided in this General Release.NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, Executive and the Companyagree as follows:1.Executive, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other personsclaiming through Executive, if any (collectively, "Releasers"), does hereby release, waive, and forever discharge the Company and each of its agents,subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the "Releasees") from,and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, orclaims for relief, remuneration, sums of money, accounts or expenses (including attorneys' fees and costs) of any kind whatsoever other than the posttermination payments and rights described in sections 5.3,5.4, 6.2, 6.3. 6.4 and 9 of the Employment Agreement, whether known or unknown or contingent orabsolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, orin any way relating to: (a) Executive's employment with and services to the Company or any of its affiliates; (b) the termination of Executive's employmentwith and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to the date of this General Release. Theforegoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising fromsuch claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach of contract (including but not limited to any claimsunder any employment agreement between Executive, on the one hand, and the Company or its affiliates, on the other hand) and any action arising in tortincluding, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statuteincluding the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C.§ 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Actof 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family RightsAct or the discrimination or employment laws of any state or municipality, and any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes, but is not limited to, a release of any claims for wrongful discharge and all claims for alleged physical or personalinjury, emotional distress relating to or arising out of Executive's employment with or services to the Company or any of its affiliates or the termination ofthat employment or those services; and any claims under the Worker Adjustment and Retraining Notification Act, California Labor Code Section 1400 et seq.or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not applyto: (i) the Executive's rights to receive the compensation and benefits provided for in Section 6.2 of the Employment Agreement: or (ii) Executive's rightsunder any stock option agreement between Executive and the Company.Ex 10.26 -10-2.Executive understands and agrees that he is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State ofCalifornia ("Section 1542") with respect to the Releasees. Section 1542 states as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENTWITH THE DEBTOR.Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, Executive understands and agreesthat this General Release is intended to include all claims, if any, which Executive may have and which he does not now know or suspect to exist in his favoragainst the Releasees and Executive understands and agrees that this Agreement extinguishes those claims.3.Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right toparticipate in an investigation conducted by certain government agencies. Executive, however, waives Executive's right to any monetary recovery shouldany agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims onExecutive's behalf. Executive represents and warrants that Executive has not filed any complaint, charge or lawsuit against the Releasees with anygovernment agency or any court.4.Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and releaselanguage, except that Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflectany party's belief that Executive's waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.5.Executive acknowledges and recites that:a)Executive has executed this General Release knowingly and voluntarily;Ex 10.26 -11-Executive has read and understands this General Release in its entirety;b)Executive acknowledges that he has been advised by his own legal counsel and has sought such other advice as he wishes withrespect to the terms of this General Release before executing it;c)Executive's execution of this General Release has not been forced by any employee or agent of the Company, and Executive hashad an opportunity to negotiate about the terms of this General Release; andd)Executive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interestthat is the subject matter of this General Release.6.This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for theapplication of preemptive Federal law.7.Executive acknowledges that he is waiving his rights under the ADEA and the Older Worker's Benefit Protection Act and therefore, incompliance with those statutes, acknowledges the following:a)Executive acknowledges that he has been provided a minimum of twenty-one (21) calendar days after receipt of this Agreementto consider whether to sign it;b)Executive acknowledges that he shall have seven days from the date he executes this General Release to revoke his waiver andrelease of any ADEA claims only (but not his waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, andthat, in the event of such revocation, the provisions of clauses (a)(2) and (b) of Section 6.2 of the Employment Agreement shall thereupon become null andvoid and the Company shall be entitled to a return from Executive of all payments to Executive pursuant to such clauses;c)Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after theeffective date of this Agreement; andd)Executive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition toanything of value to which he was already entitled.PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Dated:___________________, 20__ Daniel Levitt, M.D., Ph.D.Ex 10.26 -12-Schedule 1Description of DutiesThe Chief Operating Officer and Chief Medical Officer of CytRx Corporation (the "Company") shall:·Develop primary goals, operating plans, and short and long-range objectives for the company. Together with other executive teammembers, the Company's Chief Executive Officer and the Company's Board of Directors, help set company clinical development prioritiesand goals and develop creative strategies to achieve them with the goal of leading to regulatory approval of products.·Direct, monitor and lead the clinical, regulatory and R&D staff in the implementation of the Company's strategies, including throughdevelopment of clinical protocols, liaising with clinical investigators, study start-up, conduct and close-out activities, analyzing data,reviewing reports and FDA submissions, and representing the company at scientific and clinical meetings.·Together with other executive team members, help develop and oversee the Company's business plan and budget.·Oversee all aspects of clinical, regulatory and R&D staff administration, including hiring, terminations and performance evaluations.·Represent the Company on scientific and technical matters at internal and external functions, to the financial community, partners,stockholders, major customers, government agencies, and the general public.·Facilitate go/no go decisions on the development of products.·Support the business development team on the technical due diligence associated with investor relations, in-licensing, out-licensing,acquisitions, and co-development agreements.·Work with legal advisors on enriching and optimizing the Company's intellectual property portfolio.·Conduct briefings for senior management and the Board of Directors.·Ensure adherence to SOPs, Good Clinical Practice and FDA regulations.·Copy the Chief Executive Officer on all material email and written correspondence as determined by the Chief Operating Officer and ChiefMedical Officer.Ex 10.26 -13-Schedule 2Summary of Group Plans1.See CytRx Corporation Employee Benefits Handbook, Part II dated January 1, 2017, which is incorporated herein by reference.Ex 10.26 -14-EXHIBIT 10.29EMPLOYMENT AGREEMENTThis Employment Agreement (this "Agreement") is made and entered into as of January 1, 2017 (the "Effective Date") by and between CytRxCorporation, a Delaware corporation ("Employer"), and Scott Wieland, an individual and resident of the State of Tennessee ("Employee").WHEREAS, Employer desires to continue to employ Employee, and Employee is willing to continue to be employed by Employer, on the terms setforth 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 serve, as Employer'sSenior 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 her ability, theduties described on Schedule 1 to this Agreement and such other duties as are assigned to her from time to time by Employer's Chief Operating Officer andChief Medical Officer. Employee understands and agrees that her duties, title and authority may be changed from time to time in the discretion of Employer'sChief Operating Officer and Chief Medical Officer. Employer understands and agrees that Employee shall be entitled to render his services hereunder from hishome except as directed by the Employee's supervisor to be present in the Employer's principal executive office, such that it does not place any unduehardship on the Employee, and except for travel when and as required in the 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 dischargehis duties hereunder. Notwithstanding any other provision of this Section 3, while this Agreement is in effect, Employee may serve on the board of directorsof one company other than Employer, but in no event shall Employee serve on the board of directors of a company that is directly competitive withEmployer.Ex 10.29 -1-Term. The term (the "Term") of Employee's employment hereunder shall commence on the Effective Date and shall expire on December 31, 2017unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In theevent that Employee's employment has not theretofore been terminated and Employer has not offered to extend or renew Employee's employment under thisAgreement, upon expiration of the Term Employer shall continue to pay Employee his salary as provided for in Section 5.1 during the period commencingon the final date of the Term and ending on (a) June 30, 2018 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 a General Release ofAll Claims in the form attached hereto as Exhibit A. Employee shall notify Employer immediately in the event Employee accepts such employment withanother employer.4.Compensation. As the total consideration for Employee's services rendered hereunder, Employer shall pay or provide Employee thefollowing compensation and benefits:4.1.Salary. Employee shall be entitled to receive an annual salary of Four Hundred Thousand Dollars ($400,000), payable inaccordance with Employer's normal payroll policies and procedures.4.2.Discretionary Bonus. Employee also may be eligible for a bonus from time to time for his services during the Term.Employee's eligibility to receive a bonus, any determination to award Employee such a bonus and, if awarded, the amount thereof shall be in Employer's solediscretion.4.3.Expense Reimbursement. 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.4.4.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.4.5.Employee Benefits. Employee shall be eligible to participate in any medical insurance and other employee benefits madeavailable by Employer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 hereto sets forth asummary of such plans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect maybe modified or terminated by Employer at any time in its discretion.4.6.Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder anyand all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafterenacted or required as a charge on the compensation or benefits of Employee.Ex 10.29 -2-5.Termination. This Agreement may be terminated as set forth in this Section 6.5.1.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 breachshall not constitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affordingEmployee at 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 moralturpitude;(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 writtennotice from 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 ofthe Board), 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 theBoard), 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 upon the effective date of termination of any accrued but unpaid salary and unused vacation as provided inSections 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 5.2 prior to suchdate.5.2.Termination by Employer without Cause. Employer may also terminate Employee's employment without Cause upon ten days'notice 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 (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by Californialaw, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee underSection 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by Californialaw, (3) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as providedin Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (3)shall be equal to 12 months' salary as provided in Section 5.1, and (4) continued participation, at Employer's cost and expense, of Employee and hisdependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation and benefitsprovided for in clauses (3) and (4) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release ofAll Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term"Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.Ex 10.29 -3-5.3.Death or Disability. Employee's employment will terminate automatically in the event of Employee's death or upon noticefrom Employee in the event of her permanent disability. Employee's "permanent disability" shall have the meaning ascribed to such term in any policy ofdisability insurance 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 not consecutive.Upon termination of Employee's employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shall pay to theEmployee's heirs or personal representatives, not later than ten days after the date of termination, any accrued but unpaid salary and unused vacation as of thedate of such termination as required by California law.6.Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret andconfidential all "trade secrets" (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use suchinformation only in the course of performing Employee's duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold andkeep secret and confidential such trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such tradesecrets or other confidential or proprietary information, as Employer's property, including, but not limited to, all documents concerning Employer's business,including Employee's work papers, telephone directories, customer information and notes, and any and all copies thereof in Employee's possession or underEmployee's control. Upon the expiration or earlier termination of Employee's employment with Employer, or upon request by Employer, Employee shalldeliver to Employer all such documents belonging to Employer, including any and all copies in Employee's possession or under Employee's control.7.Equitable Remedies; Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to fullycompensate Employer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employershall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions andpermanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however,diminish Employer's right to claim and recover damages or enforce any other of its legal or equitable rights or defenses.8.Indemnification; Insurance. Employer and Employee acknowledge that, as the Senior Vice President – Drug Development 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 this Agreement.Employer shall maintain Employee as an additional insured under its current policy of directors and officers liability insurance and shall use commerciallyreasonable efforts to continue to insure Employee thereunder, or under any replacement policies in effect from time to time, during the Term.9.Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal orotherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shallnevertheless be binding and enforceable.10.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, that this Agreement may be assigned by Employer to a successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Employer.11.Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the partieshereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. ThisAgreement supersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matterhereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that anycompensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement.12.Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless suchwriting is made by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of thisAgreement be enforceable or valid.Ex 10.29 -4-13.Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California withoutgiving effect to California's choice-of-law rules.14.Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice toEmployer only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or tosuch other address 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 Officer If to Employee: Scott Wieland[Residence Address] 15.Survival. Sections 7 through 16, 18 and 19 shall survive the expiration or termination of this Agreement.16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of whichtogether shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as anoriginally executed counterpart.17.Attorney's Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitledto recover its or his reasonable attorneys' fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries.18.No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between personsknowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly,the parties agree that any rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common lawprinciples of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application andis hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. [Signature Page Follows]Ex 10.29 -5-IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. "EMPLOYER" CytRx Corporation By: /s/ STEVEN A. KRIEGSMANSteven A. KriegsmanChairman of the Board and Chief Executive Officer "EMPLOYEE" /s/ SCOTT WIELANDScott WielandEx 10.29 -6-EXHIBIT AGENERAL RELEASE OF ALL CLAIMSThis General Release of All Claims is made as of _________, 20__ ("General Release"), by and between Scott Wieland ("Executive") and CytRxCorporation, a Delaware corporation (the "Company"), with reference to the following facts:WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of January 1, 2017, between theCompany and Executive (the "Employment Agreement");WHEREAS, Executive desires to execute and deliver to the Company this General Release in consideration of the Company's providing Executivewith certain severance benefits pursuant to Section 4 or Section 6.2, as applicable, of the Employment Agreement; andWHEREAS, Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in thisGeneral Release owed to Executive by the Company, except as expressly provided in this General Release.NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, Executive and the Companyagree as follows:1.Executive, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other personsclaiming through Executive, if any (collectively, "Releasers"), does hereby release, waive, and forever discharge the Company and each of its agents,subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the "Releasees") from,and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, orclaims for relief, remuneration, sums of money, accounts or expenses (including attorneys' fees and costs) of any kind whatsoever, whether known orunknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers inconsequence of, arising out of, or in any way relating to: (a) Executive's employment with and services to the Company or any of its affiliates; (b) thetermination of Executive's employment with and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to thedate of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and anyobligations or causes of action arising from such claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach ofcontract (including but not limited to any claims under any employment agreement between Executive, on the one hand, and the Company or its affiliates,on the other hand) and any action arising in tort including, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, andclaims under any federal, state or local statute including the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, theCivil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement IncomeSecurity Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family andMedical Leave Act, the California Family Rights Act or the discrimination or employment laws of any state or municipality, and any claims under anyexpress or implied contract which Releasers may claim existed with Releasees. This also includes, but is not limited to, a release of any claims for wrongfuldischarge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive's employment with or services to theCompany or any of its affiliates or the termination of that employment or those services; and any claims under the Worker Adjustment and RetrainingNotification Act, California Labor Code Section 1400 et seq. or any similar law, which requires, among other things, that advance notice be given of certainwork force reductions. This release and waiver does not apply to: (i) the Executive's rights to receive the compensation and benefits provided for in Section 4or Section 6.2, as applicable, of the Employment Agreement: or (ii) Executive's rights under any stock option agreement between Executive and theCompany.Ex 10.29 -7-2.Executive understands and agrees that he is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State ofCalifornia ("Section 1542") with respect to the Releasees. Section 1542 states as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, Executive understands and agreesthat this General Release is intended to include all claims, if any, which Executive may have and which he does not now know or suspect to exist in his favoragainst the Releasees and Executive understands and agrees that this Agreement extinguishes those claims.3.Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right toparticipate in an investigation conducted by certain government agencies. Executive, however, waives Executive's right to any monetary recovery shouldany agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims onExecutive's behalf. Executive represents and warrants that Executive has not filed any complaint, charge or lawsuit against the Releasees with anygovernment agency or any court.4.Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and releaselanguage, except that Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflectany party's belief that Executive's waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.Ex 10.29 -8-5.Executive acknowledges and recites that:(a)(a) Executive has executed this General Release knowingly and voluntarily;(b) Executive has read and understands this General Release in its entirety;(c) Executive acknowledges that he has been advised by his own legal counsel and has sought such other advice as he wishes with respectto the terms of this General Release before executing it;(d) Executive's execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had anopportunity to negotiate about the terms of this General Release; and(e) Executive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interest that isthe subject matter of this General Release.6.This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for theapplication of preemptive Federal law.7.Executive acknowledges that he is waiving his rights under the ADEA and the Older Worker's Benefit Protection Act and therefore, incompliance with those statutes, acknowledges the following:Executive acknowledges that he has been provided a minimum of twenty-one (21) calendar days after receipt of this Agreement toconsider whether to sign it;Executive acknowledges that he shall have seven days from the date he executes this General Release to revoke his waiver andrelease of any ADEA claims only (but not his waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, andthat, in the event of such revocation, the provisions of Section 4 or clauses (3) through (5) of Section 6.2, as applicable, of the Employment Agreement shallthereupon become null and void and the Company shall be entitled to a return from Executive of all payments to Executive pursuant to such clauses;Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after theeffective date of this Agreement; andExecutive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition to anythingof value to which he was already entitled.Ex 10.29 -9-PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.Dated:___________________, 20__ Scott WielandEx 10.29 -10-Schedule 1Description of DutiesThe duties of the Senior Vice President – Drug Development of CytRx Corporation (the "Company") shall include, but not be limited to, the following:1.Clinical Operations Responsibilities·Assist CMO with protocol development·Clinical trial oversite, including documentation review and approval (statistical analysis plans, imaging plans and charters, CRFs, etc.)·Oversite of clinical study report development and finalization·Vendor selection, contract negotiations, oversite, conflict resolution·Oversite of clinical, regulatory, and pre-clinical record center·Hiring2.Regulatory Affairs Responsibilities·Communication with regulatory authorities oversite·Development and/or review of regulatory documentation (Investigator Brochure, annual reports, safety reports, etc.), submissions, strategy·Overseeing the New Drug Application for aldoxorubicin·Overseeing European Marketing Application for aldoxorubicin·Development of IND strategy for DK0493.Pre-clinical Responsibilities·Selection of vendors for pharmacology, toxicology, ADME, etc., studies·Oversite of pre-clinical animal studies for aldoxorubicin·Oversite of pre-clinical IND enabling studies for DK0494.Corporate Responsibilities··Poster presentation development··Manuscript oversite··Board of Directors presentations··Clinical trial updates··Working with finance on clinical, regulatory, and pre-clinical budgets··Review and approval of clinical, regulatory, and pre-clinical invoicesEx 10.29 -11-Schedule 2Summary of Group Plans1.See CytRx Corporation Employee Handbook, Part II dated January 2017, which is incorporated herein by reference.Ex 10.29 -12-EXHIBIT 10.30EMPLOYMENT AGREEMENTThis Employment Agreement (this "Agreement") is made and entered into as of January 10, 2017 (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 continue to employ Employee, and Employee is willing to continue to be employed by Employer, on the terms setforth 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 serve, as Employer'sChief 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 Chairman of the Board and ChiefExecutive Officer. Employee understands and agrees that his duties, title and authority may be changed from time to time in the discretion of Employer'sChairman of the Board and Chief Executive Officer. Employee's services hereunder shall be rendered at Employer's principal executive office, except fortravel when and as required in the performance of Employee's duties hereunder. Notwithstanding the foregoing, Employer understands and agrees thatEmployee shall be entitled to render his services hereunder from his home when necessary and as agreed with his supervisor.3.Time and Efforts. Employee shall devote all of his business time, efforts, attention and energies to Employer's business and to dischargehis duties hereunder.4.Term. The term (the "Term") of Employee's employment hereunder shall commence on the Effective Date and shall expire on December31, 2017 unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew thisAgreement. In the event that Employee's employment has not theretofore been terminated and Employer has not offered to extend or renew Employee'semployment under this Agreement, upon expiration of the Term 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, 2018 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 aGeneral Release of All Claims in the form attached hereto as Exhibit A. Employee shall notify Employer immediately in the event Employee accepts suchemployment with another employer.Ex 10.30 -1-5.Compensation. As the total consideration for Employee's services rendered hereunder, Employer shall pay or provide Employee thefollowing compensation and benefits:5.1.Salary. Employee shall be entitled to receive an annual salary of Four Hundred Thousand Dollars($400,000), payable in accordance 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 servicesduring the Term. Employee's eligibility to receive a bonus, any determination to award Employee such a bonus and, ifawarded, the amount thereof shall be in Employer's sole discretion.5.3.Expense Reimbursement. Employer shall reimburse Employee for reasonable and necessarybusiness expenses incurred by Employee in connection with the performance of Employee's duties in accordance withEmployer'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 inaccordance with Employer's usual policies applicable to all employees at a rate of four weeks' vacation time for each 12-monthperiod during the Term.5.5.Employee Benefits. Employee shall be eligible to participate in any medical insurance and otheremployee benefits made available by Employer to all of its employees under its group plans and employment policies in effectduring the Term. Schedule 2 hereto sets forth a summary of such plans and policies as currently in effect. Employeeacknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified or terminated by Employerat any time in its discretion.5.6.Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due toEmployee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, orlocal tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits ofEmployee.6.Termination. This Agreement may be terminated as set forth in this Section 6.Ex 10.30 -2-6.1.Termination by Employer for Cause. Employer may terminate Employee's employment hereunderfor "Cause" upon notice to Employee. "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 breachshall not constitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affordingEmployee at 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 moralturpitude;(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 writtennotice from 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 ofthe Board), 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 theBoard), 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 upon the effective date of termination of any accrued but unpaid salary and unused vacation as provided inSections 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 5.2 prior to suchdate.6.2.Termination by Employer without Cause. Employer may also terminate Employee's employment without Cause upon ten days'notice 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 (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by Californialaw, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee underSection 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by Californialaw, (3) all of Employee's vested stock options and other equity awards as of the date of terrmination of Employee's employment shall remain exercisable fortheir full term, (4) retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone, tabletand printer), provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Employee, (5) anamount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (5) shall beequal to 12 months' salary as provided in Section 5.1, and (6) continued participation, at Employer's cost and expense, of Employee and his dependents for aperiod of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored groupbenefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation and benefits provided for in clauses(5) and (6) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the formattached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" inEmployer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.Ex 10.30 -3-6.3 Death or Disability. In the event of Employee's death or "Disability" (as defined below) during the Term, the Employee's employmentshall automatically cease and terminate as of the date of Employee's death or the effective date of Employer's written notice to Employee of its decision toterminate his employment by reason of his Disability, as the case may be, and Employee or his heirs or personal representative shall be entitled to the samepayments and benefits, at the same times, as described in Section 6.2 for a termination of employment by Employer without Cause and all of Employee'sstock options and any other equity awards based on Employer securities held by Employee at the time of his death or Disability shall immediately vest in fulland shall remain exercisable thereafter for their full term. In addition, Employee or his heirs or personal representative shall be entitled to retain and have fullownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet); provided that all Employerconfidential information shall be deleted by Employer from such devices before releasing them to Employee or such heirs or personal representatives.Notwithstanding the foregoing or any provision of Section 6.2, Employer's obligation to pay Employee the salary called for in Section 6.2 for the SeverancePeriod following termination of his employment by reason of his Disability shall be subject to offset and shall be reduced by any and all amounts paid toEmployee under any disability insurance policy paid or provided for by Employer as provided in Section 5.6 or otherwise. Employee's "Disability" shall havethe meaning ascribed to such term in any policy of disability insurance maintained by Employer (or by Employee, as the case may be) with respect toEmployee or, if no such policy is then in effect, shall mean Employee's inability to fully perform his duties hereunder for any period of at least 75 consecutivedays or for a total of 90 days, whether or not consecutive.7.Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret andconfidential all "trade secrets" (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use suchinformation only in the course of performing Employee's duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold andkeep secret and confidential such trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such tradesecrets or other confidential or proprietary information, as Employer's property, including, but not limited to, all documents concerning Employer's business,including Employee's work papers, telephone directories, customer information and notes, and any and all copies thereof in Employee's possession or underEmployee's control. Upon the expiration or earlier termination of Employee's employment with Employer, or upon request by Employer, Employee shalldeliver to Employer all such documents 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 fullycompensate Employer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employershall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions andpermanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however,diminish Employer's right to claim and recover damages or enforce any other of its legal or equitable rights or defenses.10.Indemnification; Insurance. Employer and Employee acknowledge that, as the Chief Financial Officer of the Employer, Employee shallbe a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent provided 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 this Agreement. Employer shall maintainEmployee as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts tocontinue to insure Employee thereunder, or under any replacement policies in effect from time to time, during the Term.11.Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal orotherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shallnevertheless be binding and enforceable.12.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, that this Agreement may be assigned by Employer to a successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Employer.Ex 10.30 -4-13.Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the partieshereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. ThisAgreement supersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matterhereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees thatany compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement.14.Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless suchwriting is made by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of thisAgreement be enforceable or valid.15.Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California withoutgiving effect to California's choice-of-law rules.16.Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice toEmployer only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or tosuch other address 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 Officer If to Employee: John Caloz[Residence Address]` 17.Survival. Sections 7 through 16, 18 and 19 shall survive the expiration or termination of this Agreement.18.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of whichtogether shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as anoriginally executed counterpart.19.Attorney's Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitledto recover its or his reasonable attorneys' fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries.20.No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm's length between personsknowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly,the parties agree that any rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common lawprinciples of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application andis hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. [Signature Page Follows]Ex 10.30 -5-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. Kriegsman Chairman of the Board and Chief Executive Officer "EMPLOYEE" /s/ JOHN CALOZ John Caloz Ex 10.30 -6-EXHIBIT AGENERAL RELEASE OF ALL CLAIMSThis General Release of All Claims is made as of _________, 20__ ("General Release"), by and between John Caloz ("Executive") and CytRxCorporation, a Delaware corporation (the "Company"), with reference to the following facts:WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of January 1, 2017, between theCompany and Executive (the "Employment Agreement");WHEREAS, Executive desires to execute and deliver to the Company this General Release in consideration of the Company's providing Executivewith certain severance benefits pursuant to Section 4 or Section 6.2, as applicable, of the Employment Agreement; andWHEREAS, Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in thisGeneral Release owed to Executive by the Company, except as expressly provided in this General Release.NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, Executive and the Companyagree as follows:1.Executive, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other personsclaiming through Executive, if any (collectively, "Releasers"), does hereby release, waive, and forever discharge the Company and each of its agents,subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the "Releasees") from,and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, orclaims for relief, remuneration, sums of money, accounts or expenses (including attorneys' fees and costs) of any kind whatsoever, whether known orunknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers inconsequence of, arising out of, or in any way relating to: (a) Executive's employment with and services to the Company or any of its affiliates; (b) thetermination of Executive's employment with and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to thedate of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and anyobligations or causes of action arising from such claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach ofcontract (including but not limited to any claims under any employment agreement between Executive, on the one hand, and the Company or its affiliates,on the other hand) and any action arising in tort including, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, andclaims under any federal, state or local statute including the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, theCivil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement IncomeSecurity Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family andMedical Leave Act, the California Family Rights Act or the discrimination or employment laws of any state or municipality, and any claims under anyexpress or implied contract which Releasers may claim existed with Releasees. This also includes, but is not limited to, a release of any claims for wrongfuldischarge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive's employment with or services to theCompany or any of its affiliates or the termination of that employment or those services; and any claims under the Worker Adjustment and RetrainingNotification Act, California Labor Code Section 1400 et seq. or any similar law, which requires, among other things, that advance notice be given of certainwork force reductions. This release and waiver does not apply to: (i) the Executive's rights to receive the compensation and benefits provided for in Section 4or Section 6.2, as applicable, of the Employment Agreement: or (ii) Executive's rights under any stock option agreement between Executive and theCompany.Ex 10.30 -7-2.Executive understands and agrees that he is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State ofCalifornia ("Section 1542") with respect to the Releasees. Section 1542 states as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, Executive understands and agreesthat this General Release is intended to include all claims, if any, which Executive may have and which he does not now know or suspect to exist in his favoragainst the Releasees and Executive understands and agrees that this Agreement extinguishes those claims.3.Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right toparticipate in an investigation conducted by certain government agencies. Executive, however, waives Executive's right to any monetary recovery shouldany agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims onExecutive's behalf. Executive represents and warrants that Executive has not filed any complaint, charge or lawsuit against the Releasees with anygovernment agency or any court.4.Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and releaselanguage, except that Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflectany party's belief that Executive's waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.5.Executive acknowledges and recites that:(a) Executive has executed this General Release knowingly and voluntarily;(b) Executive has read and understands this General Release in its entirety;(c) Executive acknowledges that he has been advised by his own legal counsel and has sought such other advice as he wishes with respect to theterms of this General Release before executing it;(d) Executive's execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had anopportunity to negotiate about the terms of this General Release; and(e) Executive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interest that is the subjectmatter of this General Release.6.This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for theapplication of preemptive Federal law.7.Executive acknowledges that he is waiving his rights under the ADEA and the Older Worker's Benefit Protection Act and therefore, incompliance with those statutes, acknowledges the following:Executive acknowledges that he has been provided a minimum of twenty-one (21) calendar days after receipt of this Agreement toconsider whether to sign it;Executive acknowledges that he shall have seven days from the date he executes this General Release to revoke his waiver andrelease of any ADEA claims only (but not his waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, andthat, in the event of such revocation, the provisions of Section 4 or clauses (3) through (5) of Section 6.2, as applicable, of the Employment Agreement shallthereupon become null and void and the Company shall be entitled to a return from Executive of all payments to Executive pursuant to such clauses;Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after theeffective date of this Agreement; andExecutive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition to anythingof value to which he was already entitled.PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.Dated:___________________, 20__ John CalozEx 10.30 -8-Schedule 1Description of DutiesThe duties of the Chief Financial Officer of CytRx Corporation (the "Company") shall include, but not be limited to, the following:·Accounting and finance departments·Budgeting·Cash management·Accounts payable and aging·Accounts receivable and aging·Posting of recurring accounting entries·Bank reconciliations·Vendor reconciliations·Monthly closings of company books of account·Monthly, quarterly and annual comparisons of actual vs. budgeted results of operations·Assisting in preparation of press releases regarding financial matters·Assisting in capital-raising and other financing transactions·Assisting in in-licensing, business acquisitions and other corporation transactions·Coding of income and expenditures·Payroll·Assisting in establishing and maintaining internal controls and procedures, including financial controls, and complying with therequirements of the Sarbanes-Oxley Act·Primary responsibility for audits of the company's financial statements and accounting-related disclosure in the company's SEC filings·Ex 10.30 -9-Schedule 2Summary of Group Plans1.See CytRx Corporation Employee Handbook, Part II dated January 2017, which is incorporated herein by reference.Ex 10.30 -10-EXHBIT 10.31EMPLOYMENT AGREEMENTThis Employment Agreement (this "Agreement") is made and entered into as of January 11, 2016 (the "Effective Date") by and between CytRx Corporation, aDelaware corporation ("Employer"), and Olivia C. Ware, 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 parties hereto agreeas follows.1.Employment. Effective as of the Effective Date, Employer shall continue to employ Employee, and Employee shall continue to serve, asEmployer's Chief Commercial 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 her ability, theduties described on Schedule 1 to this Agreement and such other duties in line with her technical training and experience as are assigned to her from time totime by Employer's Chairman of the Board and Chief Executive Officer. Employee understands and agrees that her duties, title and authority may be changedfrom time to time in the discretion of Employer's Chief Executive Officer. Employer understands and agrees that Employee shall be entitled to render herservices hereunder from her home, except (a) for travel when and as required in the performance of Employee's duties hereunder, and (b) as directed by theEmployee's Supervisor to be present in the Employer's principal executive office, such that it presents no undue hardship on the Employee.3.Time and Efforts. Employee shall devote all of her business time, efforts, attention and energies to Employer's business and to dischargeher duties hereunder. Notwithstanding the foregoing, Employee may serve on the board of directors of one company other than Employer so long as suchservice shall not materially interfere with the performance of her duties hereunder, and in no event shall Employee serve on the board of directors of acompany 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 December31, 2016, unless sooner terminated in accordance with Section 6. The Employee's employment with the Company will be "at will," meaning that theEmployee's employment may be terminated by the Company or the Employee at any time. Neither Employer nor Employee shall have any obligation toextend or renew this Agreement. In the event that Employer does not offer to extend or renew the Agreement, Employer shall continue to pay Employee hersalary as provided for in Section 5.1 during the period commencing on the final date of the Term and ending on (a) June 30, 2017 or (b) the date ofEmployee'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 a General Release in the form attached hereto as Exhibit A. Employee shall notify Employerimmediately in the event Employee accepts such employment with another employer.Ex 10.31 -1-5.Compensation. As the total consideration for Employee's services rendered hereunder, Employer shall pay or provide Employee thefollowing compensation and benefits:5.1.Salary. Employee shall be entitled to receive an annual salary of Four Hundred Thousand dollars ($400,000), payable inaccordance with Employer's normal payroll policies and procedures.5.2. Discretionary Annual Bonus. Employee also may be eligible for a bonus from time to time for her services during the Term.Employee shall be entitled to receive a minimum annual bonus of One Hundred Fifty Thousand dollars ($150,000), which is equivalent to thirty-seven andone-half percent (37.5%) of her gross annual salary as provided in Section 5.1. At the Employer's sole discretion, Employee may be awarded an annual bonusin a greater amount, up to a maximum of Three Hundred Thousand dollars ($300,000), which is equivalent to seventy-five percent (75%) of her gross annualsalary as provided in Section 5.1. Employee's eligibility to receive a bonus, the determination to award Employee such bonus and any determination to awardEmployee a bonus amount greater than the minimum annual bonus amount shall be in Employer's sole discretion.5.3.Expense Reimbursement. 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;provided, however, that Employee shall be permitted to fly first class on all plane trips that are scheduled for more than two hours in duration. WhenEmployee travels to Employer's corporate offices, Employer shall pay for (i) round-trip airfare and airport parking or other ground transportation to and fromthe airports, or, (ii) if driving, the cost of gas, tolls and meals, but shall not pay for any other food or other incidentals except as specifically set forth herein. (c) During the Term, Employer shall provide Employee with (i) hotel, parking and meal accommodations while Employee is working at Employer's corporateoffices in reasonable proximity to Employer's corporate offices as chosen by Employee5.4.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.5.5.Tax Gross-Up. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to theEmployee (i) constitute "parachute payments" within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed bySection 4999 of the Code (the "Excise Tax"), then the Employee's benefits under this Agreement shall be either: (x) delivered in full, or (y) delivered as tosuch lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into accountthe applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount ofbenefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Employer and the Employeeotherwise agree in 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 thecalculations required by this Section 1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Employer and the Employee shall furnish to theAccountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.5. Employershall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.5.Ex 10.31 -2-5.6.Employee Benefits. Employee shall be eligible to participate in any medical insurance and other employee benefits madeavailable by Employer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 hereto sets forth asummary of such plans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect maybe 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 affordingEmployee at 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 her material duties as required under this Agreement after written notice fromEmployer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same; Ex 10.31 -3- (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), givesrise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms of harassment, orother 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 tendays' notice to Employee. Upon termination of Employee's employment by Employer without Cause, all compensation and benefits to Employee hereundershall cease and Employee shall be entitled to (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, (2) any unpaid bonus that may have been awarded to Employeeunder Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required byCalifornia law, (3) payment of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten daysfollowing the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following aChange of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and(5) continued participation, at Employer's cost and expense, of Employee and her dependents for a period of six months following such termination (12months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as ofthe date of termination. Employee's right to the compensation and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be conditionedupon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of thisSection 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as suchPlan may be amended from time to time.6.3.Death or Disability. Employee's employment will terminate automatically in the event of Employee's death or upon noticefrom Employer in event of her permanent disability. Employee's "permanent disability" shall have the meaning ascribed to such term in any policy ofdisability insurance 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 her duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or not consecutive.Upon termination of Employee's employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shall pay to theEmployee's heirs or personal representatives, not later than ten days after the date of termination, any accrued but unpaid salary and unused vacation as of thedate of such termination as required by California law.Ex 10.31 -4-7.Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep secret andconfidential all "trade secrets" (within the meaning of applicable law) and other confidential or proprietary information of Employer and shall use suchinformation only in the course of performing Employee's duties hereunder; provided, however, that with respect to trade secrets, Employee shall hold andkeep secret and confidential such trade secrets for so long as they remain trade secrets under applicable law. Employee shall maintain in trust all such tradesecrets or other confidential or proprietary information, as Employer's property, including, but not limited to, all documents concerning Employer's business,including Employee's work papers, telephone directories, customer information and notes, and any and all copies thereof in Employee's possession or underEmployee's control. Upon the expiration or earlier termination of Employee's employment with Employer, or upon request by Employer, Employee shalldeliver to Employer all such documents 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 fullycompensate Employer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that Employershall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions andpermanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however,diminish Employer'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 Commercial Officer of Employer, Employee shallbe a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent provided 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 this Agreement. Employer shall maintainEmployee as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts tocontinue 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 orotherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shallnevertheless be binding and 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, that this Agreement may be assigned by Employer to a successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Employer.Ex 10.31 -5-12.Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the partieshereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. ThisAgreement supersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matterhereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that anycompensation provided 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 suchwriting is made by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of thisAgreement be enforceable or valid.14.Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California withoutgiving effect 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 toEmployer only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or tosuch other address 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) 826-5648Attention: Chairman and Chief Executive OfficerIf to Employee:Olivia C. Ware[Residence Address]16. Survival. Sections 7 through 15, and 17 through 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 whichtogether shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as anoriginally executed counterpart.Ex 10.31 -6-18.Attorney's Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall beentitled to recover its or her 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 personsknowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly,the parties agree that any rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common lawprinciples of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application andis hereby expressly waived. 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 Section409A may 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 Section 409Awhile 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 Section 409A(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. Any additionalcost 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 priorto the payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee's beneficiary, or if none, to the personalrepresentative of Employee's estate within 30 days after the date of Employee's death.[Signature Page Follows]Ex 10.31 -7-IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written."EMPLOYER"CytRx CorporationBy: /s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chairman of the Board and Chief Executive Officer"EMPLOYEE"/s/ OLIVA C. WAREOlivia C. WareEx 10.31 -8-EXHIBIT AGENERAL RELEASE OF ALL CLAIMSThis General Release of All Claims is made as of _________, 20__ ("General Release"), by and between Olivia C. Ware ("Executive") and CytRxCorporation, a Delaware corporation (the "Company"), with reference to the following facts:WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of January 11, 2016, between theCompany and Executive (the "Employment Agreement");WHEREAS, Executive desires to execute and deliver to the Company this General Release in consideration of the Company's providing Executivewith certain severance benefits pursuant to Section 6.2 of the Employment Agreement; andWHEREAS, Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in thisGeneral Release owed to Executive by the Company, except as expressly provided in this General Release.NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, Executive and the Companyagree as follows:1.Executive, for herself, her spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other personsclaiming through Executive, if any (collectively, "Releasers"), does hereby release, waive, and forever discharge the Company and each of its agents,subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the "Releasees") from, anddoes fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, orclaims for relief, remuneration, sums of money, accounts or expenses (including attorneys' fees and costs) of any kind whatsoever, whether known orunknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers inconsequence of, arising out of, or in any way relating to: (a) Executive's employment with and services to the Company or any of its affiliates; (b) thetermination of Executive's employment with and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to thedate of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and anyobligations or causes of action arising from such claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach ofcontract (including but not limited to any claims under any employment agreement between Executive, on the one hand, and the Company or its affiliates,on the other hand) and any action arising in tort including, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, andclaims under any federal, state or local statute including the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, theCivil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement IncomeSecurity Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family andMedical Leave Act, the California Family Rights Act or the discrimination or employment laws of any state or municipality, and any claims under anyexpress or implied contract which Releasers may claim existed with Releasees. This also includes, but is not limited to, a release of any claims for wrongfuldischarge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive's employment with or services to theCompany or any of its affiliates or the termination of that employment or those services; and any claims under the Worker Adjustment and RetrainingNotification Act, California Labor Code Section 1400 et seq. or any similar law, which requires, among other things, that advance notice be given of certainwork force reductions. This release and waiver does not apply to: (i) the Executive's rights to receive the compensation and benefits provided for inSection 6.2 of the Employment Agreement: or (ii) Executive's rights under any stock option agreement between Executive and the Company.2.Executive understands and agrees that she is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State ofCalifornia ("Section 1542") with respect to the Releasees. Section 1542 states as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, Executive understands and agrees that thisGeneral Release is intended to include all claims, if any, which Executive may have and which he does not now know or suspect to exist in his favor againstthe Releasees and Executive understands and agrees that this Agreement extinguishes those claims.3.Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right toparticipate in an investigation conducted by certain government agencies. Executive, however, waives Executive's right to any monetary recovery shouldany agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims onExecutive's behalf. Executive represents and warrants that Executive has not filed any complaint, charge or lawsuit against the Releasees with anygovernment agency or any court.4.Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and releaselanguage, except that Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflectany party's belief that Executive's waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.5.Executive acknowledges and recites that:Executive has executed this General Release knowingly and voluntarily;Executive has read and understands this General Release in its entirety;Executive acknowledges that she has been advised by her own legal counsel and has sought such other advice as he wishes withrespect to the terms of this General Release before executing it;Executive's execution of this General Release has not been forced by any employee or agent of the Company, and Executive hashad an opportunity to negotiate about the terms of this General Release; andExecutive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interestthat is the subject matter of this General Release.6.This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for theapplication of preemptive Federal law.7.Executive acknowledges that she is waiving her rights under the ADEA and the Older Worker's Benefit Protection Act and therefore, incompliance with those statutes, acknowledges the following:Executive acknowledges that she has been provided a minimum of twenty-one (21) calendar days after receipt of this Agreement toconsider whether to sign it;Executive acknowledges that she shall have seven days from the date she executes this General Release to revoke her waiver andrelease of any ADEA claims only (but not her waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, andthat, in the event of such revocation, the provisions of Section 4 or clauses (3) through (5) of Section 6.2, as applicable, of the Employment Agreement shallthereupon become null and void and the Company shall be entitled to a return from Executive of all payments to Executive pursuant to such clauses;Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after theeffective date of this Agreement; andExecutive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition to anythingof value to which he was already entitled. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.Dated:___________________, 20____ Olivia C. WareEx 10.31 -9-SCHEDULE 1Employee DutiesSummary: The Chief Commercial Officer ("CCO") will have responsibility for providing overall vision, direction and execution for the Company'scommercialization strategy and implementation for aldoxorubicin, including developing marketing and sales strategies and ensuring reimbursement toenable rapid market penetration and growth. The incumbent will define and build an essential internal infrastructure and leverage external resourcesnecessary to support the successful launch of aldoxorubicin and long term strategy for market adoption.Essential Duties and Responsibilities:·Lead the functional areas of marketing, sales and business development focused on achieving maximum commercial success with aldoxorubicin,including leading sales and marketing collaborations with other companies, if available on commercially reasonable terms, or overseeing thedevelopment of these capabilities on Employer's behalf.·Lead successful marketing execution for the launch of the Company's aldoxorubicin product line, including development of brand strategies toincrease awareness and sales.·Be accountable for successful execution and delivery of marketing / sales tactics and systems to monitor and respond to market feedback.·Ensure all promotional efforts adhere to FDA regulations and requirements, and all other relevant federal, state and local laws and international laws,as applicable, as well as pharmaceutical guidelines and internal standard operating procedures.·Have profit and loss responsibility; evaluate, build and drive execution of all business activities and programs to ensure superior commercialperformance.·Establish and maintain effective working relationships with key opinion leaders and thought leaders. Drive all brand functions, including but notlimited to strategic and tactical planning; forecasting and commercial analytics; pricing; contracting and distribution; reimbursement and patientaccess; medical education; congress and event management, and patient advocacy.·Collaborate and coordinate across multiple functions, supporting internal groups.·Build, lead, develop and manage a team of sales and marketing professionals and inspire trust and confidence throughout the commercialorganization.·As a member of the Employer's Executive leadership team work collaboratively with other senior leaders in Employer, including the BoardDirectors, to develop a long term vision for Employer's business and determine present and future business needs and opportunities.·Collaborate with CytRx's senior management team, to provide commercial guidance to expand the adoption of aldoxorubicin as well as to provideinput into corporate partnerships and other opportunities to expand the domestic and global markets for aldoxorubicin.Ex 10.31 -10-SCHEDULE 2Summary of Group Plans1.See CytRx Corporation Employee Handbook, Part II dated January 2015, which is incorporated herein by reference.Ex 10.31 -11-EXHIBIT 10.38FOURTH AMENDMENT TO FOURTH AMENDEDAND RESTATED EMPLOYMENT AGREEMENTThis Fourth Amendment (this "Amendment") is entered into as of January 10, 2017, between CytRx Corporation, a Delaware corporation("Employer"), and Steven A. Kriegsman ("Employee") in order to amend as follows that certain Fourth Amended and Restated Employment Agreement,effective as of May 10, 2012, as amended by the First Amendment thereto dated as of March 4, 2014, the Second Amendment thereto dated as of January 1,2015 and the Third Amendment thereto dated as of March 8, 2016 (as so amended, the "Employment Agreement"), between Employer and Employee.1.Term. The first sentence of Section 5 of the Employment Agreement is hereby amended in part to read:"Employee's employment under this Agreement shall commence on the Effective Date and shall continue until December 31, 2021 (the "ExpirationDate"), unless sooner terminated by Employer or Employee in accordance with Section 7 (the "Term")"The remainder of that sentence and Section 5 of the Employment Agreement are unchanged.2.Restricted Stock. A new Section 6.3.1 of the Employment Agreement is hereby added to read:"Restricted Stock. Employee shall receive a special, off-cycle equity award in the form of a number of shares of restricted stock of Employer (the"Restricted Stock") with an aggregate grant date fair market value equal to $1 million, which included 2,325,586 shares at $0.43 a share granted onDecember 15, 2016. The Restricted Stock shall vest in equal annual installments on each of the first three anniversaries of the grant date, subject toEmployee's continuous service to Employer through the applicable vesting date. For the avoidance of doubt, the Restricted Stock grant shall not beconstrued to limit in any way Employee's eligibility to participate in Employer's annual grant of stock options."3.Change in Control. The fourth sentence of Section 7.5 of the Employment Agreement is hereby amended in part to read:"For clarity, during the Term and after two years after a Change in Control, the provisions of Section 7.2 and Section 7.3 shall once more apply;provided, however, that in the event of Employee's termination of employment for any reason on or following the expiration of the Term (including,without limitation, an expiration of the Term arising from the non-renewal of this Agreement by either party under Section 5), Employee shall beentitled to the severance benefits set forth in this Section 7.5."The remainder of Section 7.5 of the Employment Agreement is unchanged.4.Legal Fees. A new Section 17 of the Employment Agreement is hereby added to read:"Legal Fees. Costs and expenses (including attorneys' fees) incurred by Employee in the enforcement of his rights under this Agreement shall bepaid by Employer in advance of the final disposition of such litigation or arbitration."5.Arbitration. Section 18 of the Employment Agreement is hereby amended by removing therefrom the final sentence. The remainder ofSection 18 of the Employment Agreement is unchanged.6.Survival. Section 20 of the Employment Agreement is hereby amended in its entirety to read:"In the event this Agreement expires after its Term or is terminated, the provisions of Sections 7, 10, 11, 12, 15, 16, 17, 18, 19 and 22 shall survive."7.No Other Changes to the Employment Agreement. Except as expressly amended by this Amendment, all of the terms of the EmploymentAgreement shall remain in full force and effect.IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first set forth above.EMPLOYER:CytRx CorporationBy: /s/ DR. LOUIS IGNARRODr. Louis IgnarroLead Director and Chairman of the Compensation Committee of theCytRx Corporation Board of DirectorsEMPLOYEE: By: /s/ STEVEN A. KRIEGSMANSteven A. KriegsmanEXHIBIT 10.39CYTRX CORPORATIONAMENDED AND RESTATED 2008 STOCK INCENTIVE PLANRESTRICTED STOCK PURCHASE AGREEMENTThis Restricted Stock Purchase Agreement (this "Agreement") is made and entered into as of January 11, 2017, by and between CytRx Corporation, aDelaware corporation (the "Company"), and Steven A. Kriegsman ("Kriegsman").WHEREAS, the Company has adopted the Amended and Restated 2008 Stock Incentive Plan, as amended or amended and restated from time to time(the "Plan"). Capitalized terms that are used but not defined herein shall have the meaning ascribed to them in the Plan.WHEREAS, the Board has delegated administration of the Plan to the Compensation Committee of the Board (the "Committee") pursuant to theSection 3(c) of the Plan.WHEREAS, on December 15, 2016 (the "Grant Date"), the Committee granted to Kriegsman under the Plan a number of restricted shares of CommonStock with an aggregate Grant Date Fair Market Value equal to $1 million on the terms and provisions set forth in this Agreement.NOW, THEREFORE, in consideration of the foregoing, the Company and Kriegsman, intending to be legally bound, hereby agree as follows:1.Grant of Restricted Shares; Purchase Price. Concurrently with the execution and delivery of this Agreement, the Company shall issue toKriegsman 2,325,586 shares of Common Stock (the "Restricted Shares") in exchange for Kriegsman's payment and delivery to the Company of $2,325.59(the "Purchase Price"), representing the par value of the Restricted Shares. The Purchase Price may be paid (a) in cash or cash equivalents; or (b) in any othermethod of consideration acceptable to the Company.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"Vested Shares," and the Restricted Shares that shall not have vested are referred to as "Unvested Shares." All of the Restricted Shares shall be UnvestedShares as of the Grant Date. The Unvested Shares shall vest in accordance with the following schedule:(i)775,195 of the Restricted Shares shall vest on the first anniversary of the Grant Date, subject to Kriegsman's continuousService through such date;(ii)775,195 of the Restricted Shares shall vest in on the second anniversary of the Grant Date, subject to Kriegsman'scontinuous Service through such date; and(iii)the remaining 775,196 of the Restricted Shares shall vest on the third anniversary of the Grant Date, subject toKriegsman's continuous Service through such date.Ex 10.39 -1-(b)Accelerated Vesting Upon a Corporate Transaction. Notwithstanding paragraph (a) above, in the event of a CorporateTransaction, all Unvested Shares shall immediately and automatically vest and become Vested Shares on the day that is one day prior to the completion ofthe Corporate Transaction.(c)Accelerated Vesting upon Termination by the Company without Cause or by Kriegsman for Good Reason. Notwithstandingparagraph (a) above, any Unvested Shares shall immediately vest in full as of the date of termination of Kriegsman's employment pursuant to Sections 7.2,7.3 or 7.5 of the Fourth Amended and Restated Employment Agreement effective as of May 10, 2012, by and between the Company and Kriegsman, asamended or amended and restated from time to time (the "Employment Agreement").(d)Forfeiture of Unvested Shares upon Early Termination of Service. Subject to Section 10(a) of the Plan, if Kriegsman ceases toprovide Services for any reason, other than as described in paragraph (c) above, (i) all of the Restricted Shares that are Unvested Shares as of the terminationof his Service shall immediately and automatically be forfeited and re-conveyed to the Company without the necessity for any payment by the Company andshall be cancelled on the Company's share record books, and (ii) Kriegsman shall immediately and automatically cease to have any ownership right in anyand all such Unvested Shares as of the termination of his Service.(e)Stockholder Rights. From the Grant Date and continuing for so long as the Unvested Shares shall not have been forfeited asprovided in paragraph (d), above, Kriegsman shall be the record owner of the Restricted Shares until such shares of Common Stock are sold or otherwisedisposed of, and shall have all the rights of a shareholder of the Company, including, without limitation, the right to vote the Restricted Shares (including theUnvested Shares) and the right to receive any dividends or other distributions with respect to the Restricted Shares that the Company may declare, except thatany dividend or other distribution payable with respect to any Unvested Shares in the form of capital stock or other assets, other than cash, shall be subject tothe same restrictions on forfeiture and transferability as the shares of Restricted Stock with respect to which such dividend was paid.3.No Transfer Permitted of Unvested Shares; Restriction on Transfer of Vested Shares; Taxes.(a)Kriegsman shall not, and shall not purport to, sell, assign or otherwise transfer any of the Restricted Shares, or any interesttherein, that are Unvested Shares. Kriegsman is permitted to sell, assign or otherwise transfer the Restricted Shares only if and when they become VestedShares pursuant to Section 2, above.(b)Kriegsman may satisfy any federal, state or local tax withholding obligation relating to the Restricted Shares by any of thefollowing means or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold or otherwise reacquire VestedShares from Kriegsman having a Fair Market Value equal to the minimum statutory amount required to be withheld in connection with the vesting of suchRestricted Shares; or (iii) delivering to the Company Kriegsman's owned and unencumbered shares of Common Stock. Notwithstanding the foregoing, butsubject to Section 3(c), below, Kriegsman shall be entitled, in his discretion, to sell such number of Restricted Shares that shall have become Vested Shares, asor after they shall have become Vested Shares, to the extent necessary to provide funds to Kriegsman in an amount equal to the federal and state income taxespayable by Kriegsman as a result of Restricted Shares becoming Vested Shares hereunder, assuming for this purpose that Kriegsman is subject to federal andstate 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, to satisfy Kriegsman's federal and state income taxobligations shall be made exclusively under a plan established by Kriegsman and implemented in accordance with Rule 10b5-1 promulgated under theExchange Act. Kriegsman agrees to furnish 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 in the Company's periodic or current reports filed under the Exchange Act Kriegsman's establishment of such 10b5-1 plan andthe material terms thereof. Nothing in this Section 3 shall affect Kriegsman's responsibilities under any insider trading policy or other applicable policy of theCompany in connection with any permitted sale of Vested Shares hereunder.Ex 10.39 -2-4.Stock Certificates. Concurrently herewith, the Company shall issue in Kriegsman's name the Restricted Shares. 5.Kriegsman's Representations and Warranties. In connection with the receipt of the Restricted Shares, Kriegsman hereby represents andwarrants as follows:(a)Access to Information. The Company has furnished Kriegsman the prospectus relating to the Plan, and Kriegsman has hadaccess to and a sufficient opportunity to review all annual and periodic reports and proxy and information statements that the Company has filed with theUnited States Securities and Exchange Commission during the twelve months prior to the date hereof. Neither the Company nor any of its other officers,directors, employees or agents has made any representation or recommendation to Kriegsman about the advisability of Kriegsman's acceptance or retention ofthe Restricted Shares or the sale of any Vested Shares.(b)Tax Matters. The Company previously advised Kriegsman to consult with his own tax advisor regarding whether an electionunder Section 83(b) of the Code, should be made by Kriegsman within thirty days after the Grant Date. Kriegsman shall be solely responsible for the paymentof any and all federal, state and other taxes that may be imposed on Kriegsman by reason of the grant of the Restricted Shares and any vesting or subsequentsale of the Vested Shares.(c)Kriegsman acknowledges and agrees that any certificates or other documentation evidencing the Restricted Shares shall bear alegend or notation substantially as follows:THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING AND FORFEITUREPROVISIONS AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION ANDTHE REGISTERED HOLDER, A COPY OF 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,and shares 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. Kriegsman understands that nothing in this Agreement gives him a right to continuedemployment by the Company.6.Miscellaneous Provisions.(a)Further Instruments. The Company and Kriegsman agree to execute such further instruments and to take such further actions asmay be reasonably 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 ofthe Plan. In the event of a conflict between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern.(c)Complete Agreement. This Agreement, the Plan and the Employment Agreement constitute the complete and exclusiveagreement between the Company and Kriegsman with respect to the subject matter herein and replace and supersede any and all other prior written and oralagreements or statements 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,this Agreement shall be binding upon and inure to the benefit of the Company and Kriegsman and their respective successors and permitted assigns. Whenever appropriate in this Agreement, references to the Company or Kriegsman shall be deemed to refer to such person's legal representative, estate orother 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 Companyand Kriegsman.(f)Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, theRestricted Shares shall be adjusted in the manner contemplated by Section 11 of the Plan.(g)Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both ofwhich shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mailin portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, willhave the same effect as physical delivery of the paper document bearing an original signature.(h)Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of theState of Delaware without giving effect to such state's conflict-of-law principles.[Remainder of Page Intentionally Left Blank]Ex 10.39 -3-IN WITNESS WHEREOF, the Company and Kriegsman have executed and delivered this Agreement as of the day and year first written above. CYTRX CORPORATION By:/s/ LOUIS IGNARROLouis IgnarroTitle: Lead Director and Chairman of the Compensation Committee /s/ STEVEN A. KRIEGSMANSteven A. Kriegsman Ex 10.39 -4-EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCytRx CorporationLos Angeles, CaliforniaWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-208803 and 333-215252) and Form S-8 (Nos. 333-68200, 333-93305, 333-123339, 333-163212 and 333-212934) of CytRx Corporation of our reports dated March 15, 2017, relating to the financialstatements and financial statement schedule, and the effectiveness of CytRx Corporation's internal control over financial reporting, which appears in thisForm 10-K./s/ BDO USA, LLPLos Angeles, CaliforniaMarch 15, 2017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, is made known to us by others within those entities, particularly during the periodin 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 purposesin accordance 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; and5.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. CYTRX CORPORATION March 15, 2017By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chairman and 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, is made known to us by others within those entities, particularly during the periodin 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 purposesin accordance 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; and5.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. CYTRX CORPORATION March 15, 2017By:/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, 2016 (the "Report") fully complies with therequirements of 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. CYTRX CORPORATION March 15, 2017By:/s/ STEVEN A. KRIEGSMAN Steven A. Kriegsman Chairman and 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 Section906, has been provided to CytRx Corporation and will be retained by CytRx Corporation and furnished to the Securities and Exchange Commission or itsstaff upon 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, 2016 (the "Report") fully complies with therequirements of 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. CYTRX CORPORATION March 15, 2017By:/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 Section906, has been provided to CytRx Corporation and will be retained by CytRx Corporation and furnished to the Securities and Exchange Commission or itsstaff upon 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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