AGREEMENT

Patent License Agreement

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CYTRX CORP | Dr. Robert L. Hunter

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Title: AGREEMENT
Governing Law: Texas Date: 5/14/2004
Industry: Biotechnology and Drugs

AGREEMENT, Parties: cytrx corp , dr. robert l. hunter

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Exhibit 10.62

AGREEMENT

THIS AGREEMENT (this "Agreement") is made and is effective as of

October 20, 2003, (the "Effective Date") between Dr. Robert L. Hunter ("Hunter")

and CytRx Corporation, a Delaware corporation ("CytRx") with reference to the

following facts:

A. CytRx has developed CytRx Know-How (as hereinafter defined)

and has CytRx Patent Rights (as hereinafter defined) in the fields of:

(i) The composition and use of surface-active copolymers

exemplified by poloxamer 188 to treat ischemic tissue, myocardial damage,

stroke, pathological hydrophobic interactions in biological fluids, tissue

damaged by reperfusion injury, sickle cell disease, and in performing

angioplasty procedures (with the CytRx Know-How and CytRx Patent Rights in this

field referred to collectively as the "FLOCOR Intellectual Property");

(ii) the composition and use of surface active copolymers

(exemplified by poloxamers, reverse poloxamers and diether fatty acid conjugates

of poloxyethylene) to treat infections caused by microorganisms, including

bacteria, fungi, and viruses and to treat tumors (with the CytRx Know-How and

CytRx Patent Rights in this field referred to collectively as the

"Anti-Infectives Intellectual Property"); and

(iii) conventional vaccine adjuvants exemplified by

poloxamer P1005 (with the CytRx Know-How and CytRx Patent Rights in this field

referred to collectively as the "OptiVax Intellectual Property").

B. CytRx has exclusively licensed to Merck & Co. ("Merck), Ivy

Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax"), and

Vical Inc. ("Vical"), and has granted an option to acquire an exclusive license

to Progenics Pharmaceuticals, Inc. ("Progenics"), CytRx Know-How and CytRx

Patent Rights in certain fields under agreements collectively referred to as the

CytRx Licenses, copies of which are attached hereto as SCHEDULE A.

C. Hunter has previously participated in the development of most

of the poloxamer technology that is the subject of the Licensed Intellectual

Property (as hereinafter defined) and has developed Hunter Know-How (as

hereinafter defined).

D. CytRx and Hunter wish to continue the development and

subsequent commercialization of the FLOCOR Intellectual Property, the

Anti-Infectives Intellectual Property and the Opti-Vax Intellectual Property

(collectively referred to as the "Licensed Intellectual Property") and other

potential technologies in the field of FLOCOR, Opti-Vax and Anti-Infectives (as

such terms are hereinafter defined) through a jointly owned new corporation to

be formed by them and named SynthRx Inc. ("SynthRx").

E. CytRx and Hunter wish to provide for the formation and

operation of SynthRx, for Hunter to provide the initial capital for SynthRx, for

SynthRx to obtain an exclusive license under the Licensed Intellectual Property

from CytRx and for both CytRx and Hunter to provide know how to SynthRx upon the

terms and conditions set forth herein.

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NOW, THEREFORE, in consideration of the foregoing premises and the

mutual covenants herein contained, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Unless specifically set forth to the contrary herein, the following

terms, whether used in the singular or plural, shall have the respective

meanings set forth below:

1.1 The term "Affiliate" shall mean (i) any corporation or

business entity of which 50% or more of the securities or other ownership

interests representing the equity, the voting stock or general partnership

interest are owned, controlled or held, directly or indirectly, by SynthRx,

Hunter or CytRx; or (ii) any corporation or business entity which, directly or

indirectly, owns, controls or holds 50% or more of the securities or other

ownership interests representing the equity or the voting stock of SynthRx or

CytRx.

1.2 The term "Anti-Infectives" shall mean

polyoxypropylene/polyoxyethylene copolymers and other polyoxyethylene conjugates

having therapeutic activity or having the ability to enhance the therapeutic

activity of other agents against infective organisms, including bacteria,

viruses and fungi.

1.3 The term "CytRx Know-How" shall mean contracts, information

and materials, including but not limited to, discoveries, Improvements,

processes, formulas, data, know-how and trade secrets, patentable or otherwise,

which (i) are in CytRx's possession or control at the Effective Date or are

developed by CytRx during the term of this Agreement, if any, (ii) are not

generally known, (iii) are valuable to SynthRx in connection with the research,

development, marketing, use or sale of Licensed Products in the Field in the

Territory, and (iv) CytRx has the right to provide to SynthRx.

1.4 The term "CytRx Licenses" shall mean the previously entered

into exclusive license agreements between CytRx and Merck, Ivy Animal Health,

Titermax and Vical and the exclusive license agreement to be entered into

between CytRx and Progenics upon Progenics exercising the option previously

granted to it by CytRx for certain CytRx Know-How and CytRx Patent Rights for

certain fields as defined in each license agreement listed in SCHEDULE A.

1.5 The term "CytRx Patent Rights" shall mean (i) all United

States or foreign patents or patent applications, and patents to be issued

pursuant thereto, owned by or licensed to CytRx, related to Flocor, Opti-vax or

the Anti-Infectives, excluding the use in certain fields that are covered in the

CytRx Licenses listed in SCHEDULE A hereto; or (ii) are divisions,

continuations, reissues, renewals, extensions, supplementary protection

certificates, utility models and the like of any such United States patents and

patent applications and foreign equivalents thereof. Hunter and CytRx

acknowledge that the patent rights licensed from Rush-Presbyterian-St. Luke's

Medical Center have reverted to Rush, that they are no longer part of CytRx

Patent Rights and that SynthRx must negotiate directly with Rush if it is to

obtain rights to these parts of the Anti-Infectives Intellectual Property.

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1.6 The term "Field" shall mean the use of Licensed Intellectual

Property in all fields for FLOCOR, Anti-Infectives and Opti-Vax, set forth in

recital A to this Agreement except for those fields of use that are or will be

licensed under the CytRx Licenses.

1.7 The term "FLOCOR" shall mean surface-active copolymers of an

ethylene oxide-propylene oxide condensation product that have cytoprotective,

rheologic and antithrombotic activities exemplified by poloxamer 188.

1.8 The term "Opti-Vax" shall mean novel

polyoxyethylene/polyoxypropylene copolymers that are high molecular weight

molecules and are useful as vaccine adjuvants.

1.9 The term "Hunter Know-How" shall mean information and

materials, including but not limited to, discoveries, improvements, processes,

formulas, dates, know-how and trade secrets, patentable or otherwise, which are

in Hunter's possession or control at the Effective Date or are developed by

Hunter alone or with others during the term of this Agreement, if any, (i) are

not generally known, (ii) are valuable to SynthRx in connection with the

research, development, marketing, use or sale of the Licensed Products in the

Field in the Territory, and (iii) which Hunter has the right to provide to

SynthRx. Hunter's rights are subject to an employment agreement with the

University of Texas-Houston.

1.10 The term "Hunter Patent Rights" shall mean in the fields of

Flocor, the antiinfectives and OptiVax (i) all United States or foreign patents

or patent applications and patents to be issued pursuant thereto, owned by or

licensed to Hunter, including but not limited to those listed in SCHEDULE B

hereto; or (ii) are divisions, continuations, reissues, renewals, extensions,

supplementary protection certificates, utility models and the like of any such

United States patents and patent applications and foreign equivalents thereof.

1.11 The term "License Agreement" shall mean the License Agreement

between CytRx and SynthRx in the form set forth in SCHEDULE C hereto.

1.12 The term "Licensed Product" shall mean a Product for use in

the Field, which in the absence of this Agreement would infringe one or more

claims of the CytRx Patent Rights, or a Product that is made using a process or

method covered by one or more claims of the CytRx Patent Rights.

1.13 The term "Proprietary Information" shall mean all SynthRx

Know-How, Hunter Know-How and CytRx Know-How, and all other scientific,

clinical, regulatory, marketing, financial and commercial information or data,

whether communicated in writing or orally or by sensory detection, which is

provided by one party to the other party in connection with this Agreement.

1.14 The term "Product" shall mean any prescription or

over-the-counter prophylactic, diagnostic or therapeutic product, vaccine or

device for use in the Field in the Territory.

1.15 The term "Territory" shall mean all of the countries in the

world.

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ARTICLE II.

FORMATION AND OPERATION OF SYNTHRX

2.1 Formation and Initial Capitalization of SynthRx. Within 20

business days following the Effective Date (the "Closing Date"), Hunter and

CytRx shall form SynthRx and provide it with the CytRx Know How and Hunter Know

How components of their capital contributions (which shall be returned to them

by SynthRx in the event Hunter or CytRx fails to make the balance of his or its

capital contribution as set forth in this Section 2.1). Within 20 business days

following Hunter's completion of the sale of his CytRx shares (described below),

Hunter and CytRx shall provide the additional contributions of capital for

SynthRx described in this Section 2.1, with each of these contributions to be

conditioned upon the other and with the date on which such contributions are

made being referred to herein as the "Second Closing Date." The initial capital

to be provided by Hunter pursuant to this Section 2.1 (the "Hunter Capital

Contribution") shall be in the form of the foregoing Hunter Know-How and a cash

contribution to SynthRx in an amount equal to 85% of the net proceeds (after

brokerage commissions) from sale of 497,000 shares of CytRx common stock (the

"Hunter Shares") to a third party, which sale shall be effected by Hunter not

later than the 90th business day following the Effective Date. Hunter hereby

represents that, subject to applicable community property laws, he is the sole

owner of the Hunter Shares, free and clear of all liens, claims and

encumbrances, and has the right to sell and transfer all of the Hunter Shares

without the consent of any third party in a Rule 144(k) transaction under the

Securities Act of 1933. CytRx shall provide reasonable assistance to Hunter in

identifying and completing the sale of the Hunter Shares to a third party but

makes no representation or warranty as to the price per share that will be

received by Hunter or the amount of federal or state taxes that will be payable

by Hunter in connection with his sale of the Hunter Shares. CytRx will make its

capital contribution, which will be in the form of the foregoing CytRx Know-How

and a transfer of property in the form of the grant of the license described in

Section 2.2 hereof (the "CytRx Capital Contribution") with the license grant to

be made concurrently with Hunter making the cash portion of the Hunter Capital

Contribution. In consideration of the Hunter Capital Contribution and CytRx

Capital Contribution, SynthRx shall issue Hunter a number of shares of its

common stock equal to 80.1% of the total outstanding capital stock of SynthRx on

the Closing Date and shall issue CytRx a number of shares of its common stock

equal to 19.9% of the total outstanding capital stock of SynthRx on the Closing

Date.

2.2 Transfer of License for Stock and Cash Payment. On the Second

Closing Date, SynthRx shall, in consideration of the grant of the license to the

Licensed Intellectual Property set forth in Section 3.1 hereof, (i) issue CytRx

all of the shares of common stock described in Section 2.1 hereof and (ii) make

a cash payment to CytRx equal in amount to the Hunter Capital Contribution, less

$500,000 that will be retained by SynthRx for its initial working capital (the

"CytRx Cash License Payment"). The common shares issued to Hunter and CytRx

pursuant to Section 2.1 hereof shall be the only capital shares of SynthRx that

will be initially issued, and SynthRx shall as of the Closing and the Second

Closing Date have no other obligation to issue any of its securities or have any

other debt or financial obligations to Hunter other than reimbursement of actual

direct expenditures for the establishment of SynthRx, CytRx or any third party

(except for other obligations set forth in this Agreement).

<PAGE>

2.3 CytRx Data Transfer. CytRx will transfer to SynthRx all

regulatory filings (including, without limitation, all INDs), tangible materials

(including finished drug, work-in-progress, drug substance and drug product) and

records, notes, data and other information or know how pertaining to FLOCOR,

OptiVax and its Anti-Infectives patent portfolio. SynthRx acknowledges that

CytRx has agreed to permit TransForm Pharmaceuticals, Inc. ("TransForm") access

to and the right to reference certain existing FLOCOR data under an agreement

that has been provided to SynthRx (the "TransForm Agreement"). SynthRx agrees to

comply with the terms of the TransForm Agreement, and CytRx will be entitled to

retain any amounts payable by TransForm to CytRx under the terms of that

agreement. CytRx shall have the right to sublicense the rights to use Poloxamer

188 to TransForm Pharmaceuticals as an "excepient" in animal drug products and

with written permission from SynthRx for human drug products, and CytRx shall be

entitled to retain all license fees, royalties or other compensation generated

by such sublease. CytRx agrees to reimburse any SynthRx expenses associated with

the TransForm Agreement, including employee time.

2.4 CytRx Materials Transfer. CytRx will transfer all product and

data related to the product being stored and transferred pursuant to this

Section 2.4 covered by this Agreement to SynthRx on the Second Closing Date.

SynthRx will be assigned ownership by CytRx of all existing FLOCOR product

currently in storage and any existing polymer products related to any of the

licensed technologies, which will be held at their current storage sites at

SynthRx's expense or at SynthRx's election will be transferred to alternative

locations at SynthRx's expense. This includes FLOCOR at Hanson Cold Storage, an

undetermined amount in storage at Quintiles that has been put into vials with a

buffer for clinical trial use, a small amount at HITEX in France, data and

samples in storage at Covance, and samples that are in the freezer at CytRx's

Atlanta office. The material at Hanson and Quintiles will have to be retested by

SynthRx before use. SynthRx will reserve up to 2 kg of purified FLOCOR material

and will make that available at no charge to CytRx. CytRx makes no

representation or warranty as to the physical condition or usability in any

future clinical trials of any of these drug products or materials.

2.5 Hunter Know-How Transfer. Hunter will transfer to SynthRx all

information and materials related to Flocor, OptiVax and the Anti-Infectives,

including but not limited to, discoveries, improvements, processes, formulas,

dates, know-how and trade secrets, patentable or otherwise, which are in

Hunter's possession or control at the Effective Date or are developed by Hunter

alone or with others during the term of this Agreement, if any, that (i) are not

generally known, (ii) are necessary to SynthRx in connection with the research,

development, manufacture, marketing, use or sale of the Licensed Products in the

Field in the Territory, and (iii) which Hunter has the right to provide to

SynthRx.

2.6 Management of SynthRx. SynthRx shall have a Board of Directors

consisting of five members, who shall be Hunter, three additional directors

designated by Hunter and a fifth director designated by CytRx. At CytRx's sole

discretion, CytRx may, in lieu of designating a director to SynthRx Board of

Directors, designate an observer who shall be entitled to attend all SynthRx

Board of Director meetings. The Chief Executive Officer of SynthRx shall be

Hunter or an individual designated by Hunter or the SynthRx Board of Directors.

2.7 Additional Financings. CytRx shall have the right with respect

to any subsequent issuance of securities by SynthRx to maintain its then

percentage interest (19.9% on a fully

<PAGE>

diluted basis) in SynthRx's capital stock by purchasing up to its pro rata share

of the securities proposed to be issued so as to maintain CytRx's percentage

interest in SynthRx, upon the same financial terms as which SynthRx proposes to

issue these securities to any third party. CytRx shall be required to exercise

this pre-emptive right not later than 30 days following written notice from

SynthRx of the proposed issuance, and this pre-emptive right shall not apply to

any issuance of (i) securities offered to the public pursuant to an IPO by

SynthRx or (ii) securities issued or to be issued to officers, directors,

employees or consultants pursuant to a stock option plan, employee stock

purchase plan or other similar plan that is approved by SynthRx's Board of

Directors. SynthRx shall not initiate any action (such as the repurchase of

outstanding shares of its common stock) that would cause CytRx's ownership

percentage of SynthRx to increase to in excess of 19.9% if such increase, in the

opinion of CytRx's independent public accountants would require CytRx to

consolidate SynthRx's operating results with those of CytRx or have any other

materially adverse accounting impact on CytRx.

2.8 Right of First Refusal. In the event Hunter or his Affiliates

propose to sell or transfer any of their SynthRx securities to a third party in

a transaction not covered by Section 2.10, CytRx shall have a right of first

refusal to purchase all or any portion of those securities (the "Hunter Transfer

Shares") upon the same financial terms as proposed to be paid by the third

party. CytRx shall have 30 days from receipt of a written notice from Hunter or

his Affiliate identifying the proposed purchaser, the financial terms of the

proposed sale or transfer and all other material terms and conditions of the

proposed transaction in which to exercise this right of first refusal and to pay

for the Hunter Transfer Shares that it elects to purchase. Hunter or his

Affiliate thereafter will have 90 days to complete the sale or transfer of the

Hunter Transfer Shares not purchased by CytRx on financial and other terms no

less favorable to Hunter or his Affiliate than those set forth in the foregoing

notice.

2.9 Registration Rights. CytRx will have customary piggyback

registration rights with respect to all of its SynthRx securities. In addition,

CytRx shall have the right at any time commencing on or after 9 months from an

Initial Public Offering to require SynthRx to register on the appropriate SEC

form of registration statement any or all of CytRx's SynthRx securities for

resale or in connection with the distribution by CytRx of these securities to

its shareholders. SynthRx shall bear all of the expenses of any registration of

CytRx's SynthRx securities under this Section 2.9.

2.10 Strategic Transactions. In the event of a merger,

consolidation or sale of assets by SynthRx in which SynthRx's shareholders are

to receive any payments for or with respect to their SynthRx shares, CytRx shall

have the right to require its payment options be no less favorable than any

other shareholder. In the event SynthRx seeks to enter into any strategic

alliance, joint venture, merger or acquisition, financing, any in-licensing or

out-licensing of a technology or other similar transaction (a "Strategic

Transaction"), it may request the assistance of CytRx in structuring and

completing such Strategic Transaction. If CytRx provides this assistance,

SynthRx shall pay CytRx for this assistance an amount equal to 10% of all

consideration received or paid (including debt assumed) by SynthRx throughout

the term of the Strategic Transaction, including without limitation license

payments, milestone payments, or royalties, with any such payment to be deemed

to be an additional payment for the license granted to SynthRx under Article III

hereof. In the case of payments to CytRx for this assistance in connection with

any sublicensee of the license granted to SynthRx under Article III hereof, the

<PAGE>

total amount to be paid to CytRx under this Section 2.10 and under the license

shall not exceed 25% of the license fee, milestone payments and royalties paid

by the sublicensee to SynthRx.

ARTICLE III.

LICENSE

3.1 SynthRx License Grant. Subject to the payment set forth in

Section 2.2 hereof, CytRx shall grant to SynthRx effective as of the Second

Closing Date an exclusive license in the Territory, with the right to

sublicense, the Licensed Intellectual Property to research, develop, use,

manufacture, have manufactured, sell, offer to sell or have sold (i) Licensed

Products; and (ii) Opti-Vax as it relates to use in the Field. The license shall

be in the form of the License Agreement attached hereto as SCHEDULE C, which

shall be executed by SynthRx and CytRx effective as of the Closing Date.

3.2 Assignment of Hunter Intellectual Property. Hunter shall

assign to SynthRx without any further payment by SynthRx all of Hunter's rights,

title and interest in and to the Hunter Know-How effective as of the Closing

Date. Within 60 days of the Closing Date, Hunter shall make available to SynthRx

in English and in writing for its use, Hunter Know-How in Hunter's possession as

of the Closing Date, including but not limited to the embodiments of such Hunter

Know-How as set forth on the attached SCHEDULE D. Hunter also warrants that he

has no pending patent applications. During the term of this Agreement Hunter

shall promptly disclose to SynthRx in writing on an ongoing basis all Hunter

Know-How not previously disclosed.

ARTICLE IV.

CONFIDENTIALITY AND PUBLICATION

4.1 Nondisclosure Obligation. All Proprietary Information

disclosed by a disclosing party to a receiving party hereunder shall be

maintained in confidence by the receiving party and shall not be disclosed to a

non-party or used for any purpose except as set forth herein without the prior

written consent of the disclosing party, except to the extent that such

Proprietary Information:

(a) is known by recipient at the time of its receipt, and

not through a prior disclosure by the disclosing party, as documented by

business records;

(b) is properly in the public domain;

third party who may lawfully do so and is not under an obligation of

confidentiality to the disclosing party;

(d) is developed by the receiving party independently of

Proprietary Information received from the disclosing party as documented by

business records;

(e) is disclosed to governmental or other regulatory

agencies in order to obtain patents or to gain approval to conduct clinical

trials or to market Licensed Product, but such disclosure may be only to the

extent reasonably necessary to obtain patents or authorizations upon prior

review and consent of the disclosing party;

<PAGE>

(f) is deemed necessary by SynthRx to be disclosed to

sublicensees, agents, consultants, Affiliates, distributors and/or other third

parties for the research and development, manufacture, use sale or offer for

sale of Licensed Products (or for such parties to determine their interest in

performing such activities) in accordance with this Agreement on the condition

that such third parties agree to be bound by the confidentiality obligations

contained in this Agreement, provided the term of confidentiality for such third

parties shall be no less than ten (10) years; or

(g) is required to be disclosed by law or court order,

provided that notice is promptly delivered to the other party in order to

provide an opportunity to challenge or limit the disclosure obligations.

ARTICLE V.

TERM AND TERMINATION

5.1 Term and Expiration. This Agreement shall continue in effect

until the later of ten years from the Effective Date or expiration of all

royalty obligations under the License Agreement.

5.2 Termination for Cause. Either CytRx or Hunter may terminate

this Agreement by written notice to the other party prior to the Second Closing

Date in the event the other party fails to cure a breach of its obligations

under this Agreement within 10 days after receiving written notice of such

breach. After the Second Closing Date, either CytRx or SynthRx may terminate

this Agreement by written notice to the other party in the event the other party

fails to cure a breach of its obligations under this Agreement within 30 days

after receiving written notice of such breach. In addition to terminating this

Agreement and any other remedies that may be available to CytRx as a result of

any uncured breach by Hunter or SynthRx under this Agreement, CytRx shall be

entitled to terminate the license granted under the License Agreement.

ARTICLE VI.

MISCELLANEOUS

6.1 Assignment. This Agreement may not be assigned by Hunter or

CytRx prior to the Closing Date. After the Closing Date, CytRx or SynthRx may

assign this Agreement without the other party's consent in connection with a

merger into, a consolidation with, or a transfer of all or substantially all of

its corporate assets or the transfer of all or substantially all of the assets

related to the product line to which this Agreement pertains as an entirety or

to any corporation, partnership or other person or entity, so long as the

successor surviving person or entity in any such merger, consolidation,

partnership or other person or entity transfer or reorganization assumes in

writing the obligations of this Agreement. Such merger, consolidation, transfer

or reorganization shall not in any way be a breach of this Section 6.1, nor be a

default under this Agreement. Any permitted assignee shall assume all

obligations of its assignor under the Agreement.

6.2 Severability. In the event any one or more of the provisions

contained in this Agreement should be held invalid, illegal or unenforceable in

any respect, the validity, legality

<PAGE>

and enforceability of the remaining provisions contained herein shall not in any

way be affected or impaired thereby, unless the absence of the invalidated

provision(s) adversely affect the substantive rights of the parties. The parties

shall in such an instance use their best efforts to replace the invalid, illegal

or unenforceable provision(s) with valid, legal and enforceable provision(s)

which, insofar as practical, implement the purposes of this Agreement.

6.3 Notices. All notices or other communications which are

required or permitted hereunder shall be in writing and sufficient if delivered

personally, sent by telecopier (and promptly confirmed by personal delivery,

registered or certified mail or overnight courier), sent by

internationally-recognized overnight or second day courier or sent by registered

or certified mail, postage prepaid, return receipt requested, addressed as

follows:

if to CytRx, to: CytRx Corporation

11726 San Vicente Boulevard

Suite 650

Los Angeles, California 90049

Attention: President & CEO

Facsimile No. (310) 826-5529

if to Hunter, to: Robert L. Hunter

4606 Willow

Bellaire, TX 77401

Facsimile No.: (713) 500 - 0732

if to SynthRx, to: To be provided when SynthRx becomes

operational________________________

___________________________________

Facsimile No.: (_____)____________

or to such other address as the party to whom notice is to be given may have

furnished to the other party in writing in accordance herewith. Any such

communication shall be deemed to have been given when delivered if personally

delivered or sent by telecopier on a business day, on the business day after

dispatch if sent by nationally-recognized overnight courier and on the third

business day following the date of mailing if sent by mail.

6.4 Applicable Law. The Agreement shall be governed by and

construed in accordance with the laws of the State of Texas and the United

States without reference to any rules of conflict of laws.

6.5 Dispute Resolution. The parties shall negotiate in good faith

and use reasonable efforts to settle any dispute, controversy or claim arising

from or related to this Agreement or the breach thereof. If the parties do not

fully settle, and a party wishes to pursue the matter, each such dispute,

controversy or claim that is not an "Excluded Claim" shall be finally resolved

by binding arbitration in Las Vegas, Nevada in accordance with the Commercial

Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the

American Arbitration Association ("AAA"), and judgment on the arbitration award

may be entered in any court having

<PAGE>

jurisdiction thereof. A panel of three persons experienced in the pharmaceutical

business shall conduct the arbitration. Within 30 days after initiation of

arbitration, each party shall select one person to act as arbitrator and the two

party-selected arbitrators shall select a third arbitrator within 30 days of

their appointment. If the arbitrators selected by the parties are unable or fail

to agree upon the third arbitrator, the AAA shall appoint the third arbitrator.

Any party may apply to the arbitrators for interim injunctive relief until the

arbitration award is rendered or the controversy is otherwise resolved. Any

party also may, without waiving any remedy under this Agreement, seek from any

court having jurisdiction any injunctive or provisional relief necessary to

protect the rights or property of that party pending the arbitration award. The

arbitrators shall have no authority to award punitive or any other type of

damages not measured by a party's compensatory damages. Each party shall bear

its own costs and expenses and attorneys' fees and an equal share of the

arbitrators' and any administrative fees of arbitration. Except to the extent

necessary to confirm an award or as may be required by law, neither a party nor

an arbitrator may disclose the existence, content, or results of an arbitration

without the prior written consent of both parties. In no event shall an

arbitration be initiated after the date when commencement of a legal or

equitable proceeding based on the dispute, controversy or claim would be barred

by the applicable Texas statute of limitations. As used in this Section, the

term "Excluded Claim" shall mean a dispute, controversy or claim that concerns

(a) the validity or infringement of a patent, trademark or copyright; or (b) any

antitrust, anti-monopoly or competition law or regulation, whether or not

statutory.

6.6 Entire Agreement. This Agreement contains the entire

understanding of the parties with respect to the subject matter hereof. All

express or implied agreements and understandings, either oral or written,

heretofore made are expressly merged in and made a part of the Agreement. The

Agreement may be amended, or any term hereof modified, only by a written

instrument duly executed by each of the parties hereto.

6.7 Headings. The captions to the several Articles and Sections

hereof are not a part of the Agreement, but are merely guides or labels to

assist in locating and reading the several Articles and Sections hereof.

6.8 Independent Contractors. It is expressly agreed that the

parties shall be independent contractors and that the relationship between the

parties shall not constitute a partnership, joint venture or agency. No party

shall have the authority to make any statements, representations or commitments

of any kind, or to take any action, which shall be binding on any other party,

without the prior consent of the other party.

6.9 Waiver. The waiver by either party hereto of any right

hereunder or the failure to perform or of a breach by the other party shall not

be deemed a waiver of any other right hereunder or of any other breach or

failure by said other party whether of a similar nature or otherwise.

6.10 Counterparts. The Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.

<PAGE>

6.11 Waiver of Rule of Construction. Each party has had the

opportunity to consult with counsel in connection with the review, drafting and

negotiation of this Agreement. Accordingly, the parties agree that the rule of

construction that any ambiguity in this Agreement shall be construed against the

drafting party shall not apply.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

date first set forth above.

/s/ ROBERT L. HUNTER

--------------------------------

Dr. Robert L. Hunter

Date: October 21, 2003

--------------------------

CYTRX CORPORATION

By: /s/ STEVEN A. KRIEGSMAN

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Title:

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Date:

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<PAGE>

SCHEDULE A

PATENTS & LICENSES

U.S. PATENT

5,554,372 (subject to U.S. government regulations)

5,990,241

6,086,899

RE 36,665

5,567,859

5,696,298

5,824,322

Pending application 90/104,088

RELATED FOREIGN PATENTS

WO96/04932

U.S. PATENT

5,234,683

5,114,708

5,824,322

RELATED FOREIGN PATENTS

596,986 Australia 556 Spain

1,279,822 Canada 228,448 France

36,564 Chile 228,448 United Kingdom

96,104,742 China 176,179 Mexico

228,448 Germany 228,448 Netherlands

228,448 EPO 864,556 South Africa

A - 1

<PAGE>

LICENSE AGREEMENTS

<TABLE>

AGREEMENT DATE

--------- ----

<S> <C>

TiterMax, USA, Inc. June 15, 2000

Merck & Co. November 1, 2000

Ivy Animal Health February 16, 2001

Vical Incorporated December 7, 2001

PSMA Development Co., LLC December 23, 2002

(option agreement)

TransForm Pharmaceuticals, Inc. April 22, 2003

</TABLE>

A-2

<PAGE>

SCHEDULE B

HUNTER PATENT RIGHTS

None

B - 1

<PAGE>

SCHEDULE C

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this "Agreement") is made and is effective as

of ______ ___, 2003, (the "Effective Date") between SynthRx, Inc. a Texas

corporation ("SynthRx") and CytRx Corporation, a Delaware corporation ("CytRx")

with reference to the following facts:

A. CytRx has developed CytRx Know-How (as hereinafter defined)

and has CytRx Patent Rights (as hereinafter defined) in the fields of:

(i) the composition and use of surface-active copolymers

exemplified by poloxamer 188 to treat ischemic or damaged tissue, myocardial

damage, stroke, pathological hydrophobic interactions in biological fluids,

tissue damaged by reperfusion injury, sickle cell disease, cancer and in

performing angioplasty procedures (with the CytRx Know-How and CytRx Patent

Rights in this field referred to collectively as the "FLOCOR Intellectual

Property");

(ii) the composition and use of surface active copolymers

(exemplified by poloxamers, reverse poloxamers and diether, diester or diamide

fatty acid conjugates of poloxyethylene) to treat infections caused by

microorganisms, including bacteria, fungi, and viruses and to treat tumors (with

the CytRx Know-How and CytRx Patent Rights in this field referred to

collectively as the "Anti-Infectives Intellectual Property"); and

(iii) conventional vaccine adjuvants exemplified by

poloxamer P1005 (with the CytRx Kn

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