Exhibit 10.1
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of
June 6, 2008, by and among CytRx Corporation, a Delaware
corporation (“ CytRx ”), CytRx Merger
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of CytRx (“ Merger Subsidiary ”), and
J. Jay Lobell (“ Stockholder ”).
WHEREAS, concurrently with the
execution of this Agreement, CytRx, Merger Subsidiary and Innovive
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), are entering into an Agreement and Plan of
Merger (as it may be amended, the “ Merger Agreement
”), providing for the merger of Merger Subsidiary with and
into the Company (the “ Merger ”), pursuant to
which the Company will become a wholly owned subsidiary of
CytRx;
WHEREAS, as of the date hereof,
Stockholder is the record and beneficial owner of 173,200 shares of
common stock, par value $0.001 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Stockholder after the date hereof, being collectively
referred to herein as the “ Shares ”); and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, CytRx and Merger
Subsidiary have required that Stockholder enter into this Agreement
and, in order to induce CytRx and Merger Subsidiary to enter into
the Merger Agreement, Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Agreements of
Stockholder .
(a)
Voting; Refrain From Certain Proxy Solicitations . From the
date hereof until any termination of this Agreement in accordance
with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a
meeting) and any adjournment thereof, Stockholder shall vote the
Shares (or cause them to be voted) or (as appropriate) execute
written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition
Proposal and (iv) against any agreement (including, without
limitation, any amendment of any agreement), amendment of the
Company’s charter documents or other action that is intended
or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger. Any
such vote shall be cast (or consent shall be given) by Stockholder
in accordance with such procedures relating thereto so as to ensure
that it is duly counted, including for purposes of determining that
a quorum is present and for purposes of recording the results of
such vote (or consent). Stockholder further covenants and agrees
that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of
June 6, 2008, by and among CytRx Corporation, a Delaware
corporation (“ CytRx ”), CytRx Merger
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of CytRx (“ Merger Subsidiary ”), and
Steven Kelly (“ Stockholder ”).
WHEREAS, concurrently with the
execution of this Agreement, CytRx, Merger Subsidiary and Innovive
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), are entering into an Agreement and Plan of
Merger (as it may be amended, the “ Merger Agreement
”), providing for the merger of Merger Subsidiary with and
into the Company (the “ Merger ”), pursuant to
which the Company will become a wholly owned subsidiary of
CytRx;
WHEREAS, as of the date hereof,
Stockholder is the record and beneficial owner of 314,301 shares of
common stock, par value $0.001 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Stockholder after the date hereof, being collectively
referred to herein as the “ Shares ”); and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, CytRx and Merger
Subsidiary have required that Stockholder enter into this Agreement
and, in order to induce CytRx and Merger Subsidiary to enter into
the Merger Agreement, Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Agreements of
Stockholder .
(a)
Voting; Refrain From Certain Proxy Solicitations . From the
date hereof until any termination of this Agreement in accordance
with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a
meeting) and any adjournment thereof, Stockholder shall vote the
Shares (or cause them to be voted) or (as appropriate) execute
written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition
Proposal and (iv) against any agreement (including, without
limitation, any amendment of any agreement), amendment of the
Company’s charter documents or other action that is intended
or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger. Any
such vote shall be cast (or consent shall be given) by Stockholder
in accordance with such procedures relating thereto so as to ensure
that it is duly counted, including for purposes of determining that
a quorum is present and for purposes of recording the results of
such vote (or consent). Stockholder further covenants and agrees
that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of
June 6, 2008, by and among CytRx Corporation, a Delaware
corporation (“ CytRx ”), CytRx Merger
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of CytRx (“ Merger Subsidiary ”), and
Lindsay A. Rosenwald (“ Stockholder ”).
WHEREAS, concurrently with the
execution of this Agreement, CytRx, Merger Subsidiary and Innovive
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), are entering into an Agreement and Plan of
Merger (as it may be amended, the “ Merger Agreement
”), providing for the merger of Merger Subsidiary with and
into the Company (the “ Merger ”), pursuant to
which the Company will become a wholly owned subsidiary of
CytRx;
WHEREAS, as of the date hereof,
Stockholder is the record and beneficial owner of 1,627,774 shares
of common stock, par value $0.001 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Stockholder after the date hereof, being collectively
referred to herein as the “ Shares ”); and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, CytRx and Merger
Subsidiary have required that Stockholder enter into this Agreement
and, in order to induce CytRx and Merger Subsidiary to enter into
the Merger Agreement, Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Agreements of
Stockholder .
(a)
Voting; Refrain From Certain Proxy Solicitations . From the
date hereof until any termination of this Agreement in accordance
with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a
meeting) and any adjournment thereof, Stockholder shall vote the
Shares (or cause them to be voted) or (as appropriate) execute
written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition
Proposal and (iv) against any agreement (including, without
limitation, any amendment of any agreement), amendment of the
Company’s charter documents or other action that is intended
or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger. Any
such vote shall be cast (or consent shall be given) by Stockholder
in accordance with such procedures relating thereto so as to ensure
that it is duly counted, including for purposes of determining that
a quorum is present and for purposes of recording the results of
such vote (or consent). Stockholder further covenants and agrees
that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.
3
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of
June 6, 2008, by and among CytRx Corporation, a Delaware
corporation (“ CytRx ”), CytRx Merger
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of CytRx (“ Merger Subsidiary ”), and
Eric Poma (“ Stockholder ”).
WHEREAS, concurrently with the
execution of this Agreement, CytRx, Merger Subsidiary and Innovive
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), are entering into an Agreement and Plan of
Merger (as it may be amended, the “ Merger Agreement
”), providing for the merger of Merger Subsidiary with and
into the Company (the “ Merger ”), pursuant to
which the Company will become a wholly owned subsidiary of
CytRx;
WHEREAS, as of the date hereof,
Stockholder is the record and beneficial owner of 63,160 shares of
common stock, par value $0.001 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Stockholder after the date hereof, being collectively
referred to herein as the “ Shares ”); and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, CytRx and Merger
Subsidiary have required that Stockholder enter into this Agreement
and, in order to induce CytRx and Merger Subsidiary to enter into
the Merger Agreement, Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Agreements of
Stockholder .
(a)
Voting; Refrain From Certain Proxy Solicitations . From the
date hereof until any termination of this Agreement in accordance
with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a
meeting) and any adjournment thereof, Stockholder shall vote the
Shares (or cause them to be voted) or (as appropriate) execute
written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition
Proposal and (iv) against any agreement (including, without
limitation, any amendment of any agreement), amendment of the
Company’s charter documents or other action that is intended
or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger. Any
such vote shall be cast (or consent shall be given) by Stockholder
in accordance with such procedures relating thereto so as to ensure
that it is duly counted, including for purposes of determining that
a quorum is present and for purposes of recording the results of
such vote (or consent). Stockholder further covenants and agrees
that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of
June 6, 2008, by and among CytRx Corporation, a Delaware
corporation (“ CytRx ”), CytRx Merger
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of CytRx (“ Merger Subsidiary ”), and
Neil Herskowitz (“ Stockholder ”).
WHEREAS, concurrently with the
execution of this Agreement, CytRx, Merger Subsidiary and Innovive
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), are entering into an Agreement and Plan of
Merger (as it may be amended, the “ Merger Agreement
”), providing for the merger of Merger Subsidiary with and
into the Company (the “ Merger ”), pursuant to
which the Company will become a wholly owned subsidiary of
CytRx;
WHEREAS, as of the date hereof,
Stockholder is the record and beneficial owner of 63,043 shares of
common stock, par value $0.001 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Stockholder after the date hereof, being collectively
referred to herein as the “ Shares ”); and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, CytRx and Merger
Subsidiary have required that Stockholder enter into this Agreement
and, in order to induce CytRx and Merger Subsidiary to enter into
the Merger Agreement, Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Agreements of
Stockholder .
(a)
Voting; Refrain From Certain Proxy Solicitations . From the
date hereof until any termination of this Agreement in accordance
with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a
meeting) and any adjournment thereof, Stockholder shall vote the
Shares (or cause them to be voted) or (as appropriate) execute
written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition
Proposal and (iv) against any agreement (including, without
limitation, any amendment of any agreement), amendment of the
Company’s charter documents or other action that is intended
or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger. Any
such vote shall be cast (or consent shall be given) by Stockholder
in accordance with such procedures relating thereto so as to ensure
that it is duly counted, including for purposes of determining that
a quorum is present and for purposes of recording the results of
such vote (or consent). Stockholder further covenants and agrees
that he shall not solicit proxies or participate in a solicitation
with respect to an Acquisition Proposal.
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of
June 6, 2008, by and among CytRx Corporation, a Delaware
corporation (“ CytRx ”), CytRx Merger
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of CytRx (“ Merger Subsidiary ”), and
Angelo De Caro (“ Stockholder ”).
WHEREAS, concurrently with the
execution of this Agreement, CytRx, Merger Subsidiary and Innovive
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), are entering into an Agreement and Plan of
Merger (as it may be amended, the “ Merger Agreement
”), providing for the merger of Merger Subsidiary with and
into the Company (the “ Merger ”), pursuant to
which the Company will become a wholly owned subsidiary of
CytRx;
WHEREAS, as of the date hereof,
Stockholder is the record and beneficial owner of 30,000 shares of
common stock, par value $0.001 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Stockholder after the date hereof, being collectively
referred to herein as the “ Shares ”); and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, CytRx and Merger
Subsidiary have required that Stockholder enter into this Agreement
and, in order to induce CytRx and Merger Subsidiary to enter into
the Merger Agreement, Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Agreements of
Stockholder .
(a)
Voting; Refrain From Certain Proxy Solicitations . From the
date hereof until any termination of this Agreement in accordance
with its terms, at any meeting of the shareholders of the Company
however called (or any action by written consent in lieu of a
meeting) and any adjournment thereof, Stockholder shall vote the
Shares (or cause them to be voted) or (as appropriate) execute
written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obli
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