SUB-SUBLEASE

THIS SUB-SUBLEASE (this "Sub-Sublease"), dated as of the 4 ^th   day of December, 2008 between CYTRX ONCOLOGY CORPORATION , a Delaware corporation (as successor in interest to Innovive Pharmaceuticals, Inc.), having an address at 11726 San Vincente Boulevard, Suite 650, Los Angeles, California 90049 (“Sub-Sublandlord”), and RED PINE ADVISORS LLC , a Delaware limited liability company, having an office at 900 Third Avenue, Suite 2023, New York, New York 10022 (“Sub-Subtenant”).

1.            DEMISE AND TERM .  Sub-Sublandlord hereby leases to Sub-Subtenant, and Sub-Subtenant hereby hires from Sub-Sublandlord, those certain premises (the “Subleased Premises”) consisting of the entire twenty-fifth (25 ^th ) floor (as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in the building located at 555 Madison Avenue, New York, NY (the “Building”) and being the premises which were leased to Friedman Billings Ramsey Group, Inc. (“FBR”) pursuant to the “Lease” (as hereinafter defined) and subleased to Innovive Pharmaceuticals, Inc. (“Innovive”) pursuant to the “Original Sublease” (as hereinafter defined).  The term of this Sub-Sublease shall be the period commencing on the date (the “Commencement Date”) which shall be the later to occur of (i) the date upon which this Sub-Sublease is fully executed by Sub-Sublandlord and Sub-Subtenant and (ii) the date upon which the Consents (as defined in Article 32 hereof) are obtained, and ending at 11:59 p.m. on August 29, 2012, unless sooner terminated as herein provided (the “Expiration Date”).

2.            SUBORDINATE TO THE LEASE .   (a)  This Sub-Sublease is and shall be subject and subordinate to (i) the lease dated April 26, 2002 between Rodney Company, N.V., Inc. as landlord (the “Prime Landlord”), and FBR, as tenant (the “Lease”), (ii) the sublease dated March 14, 2005 between FBR, as sublessor, and Innovive, as sublessee (the “Original Sublease”), and that certain consent to the Original Sublease (the “Sublease Consent”) dated March 14, 2005 among the Prime Landlord, FBR and Innovive, and (iii) the matters to which the Lease is or shall be subject and subordinate.  A copy of the Lease and the Original Sublease (certain financial matters of which have been redacted) have been delivered to and examined by Sub-Subtenant and are annexed hereto as Exhibit B-1 and B-2 , respectively, and form a part hereof.

(b)           Sub-Sublandlord represents that a true and complete copy of the (i) Lease (excluding redacted terms and conditions not relevant to Sub-Subtenant) is attached hereto as Exhibit B-1 and (ii) the Original Sublease and the Sublease Consent are attached hereto as Exhibit B-2.  

3.            INCORPORATION BY REFERENCE .  (a)  The terms, covenants and conditions of the Lease (as modified by the Original Sublease) and the Original Sublease are incorporated herein by reference so that, except to the extent that they are inapplicable or modified by the provisions of this Sub-Sublease for the purpose of incorporation by reference, each and every term, covenant and condition of the Lease (as modified by the Original Sublease) and the Original Sublease binding or inuring to the benefit of the landlord thereunder shall, in respect of this Sub-Sublease, bind or inure to the benefit of Sub-Sublandlord, and each and every term, covenant and condition of the Lease (as modified by the Original Sublease) and the Original Sublease binding or inuring to the benefit of the tenant thereunder shall, in respect of this Sub-Sublease, bind or inure

to the benefit of Sub-Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sub-Sublease, and as if the words "Landlord" and "Tenant", or words of similar import, wherever the same appear in the Lease, and “Sublandlord” and “Subtenant”, or words of similar import, wherever the same may appear in the Original Sublease, were construed to mean, respectively, "Sub-Sublandlord" and "Sub-Subtenant" as such terms are used in this Sub-Sublease, and as if the words “Sublessor” and “Sublessee” or words of similar import, wherever the same appear in the Original Sublease, were construed to mean, respectively, “Sub-Sublandlord” and “Sub-Subtenant” in this Sub-Sublease, and as if the words "demised premises" or "Demised Premises" or "Premises" or words of similar import, wherever the same appear in the Lease and Original Sublease, were construed to mean " Subleased Premises" in this Sub-Sublease, and as if the word "Lease", “Base Lease”, or words of similar import, wherever the same appear in the Lease and the Original Sublease were construed to mean this "Sub-Sublease" and other terms and provisions will be construed with such necessary modifications as the context requires.  The provisions of the Lease (as modified by the Original Sublease) and of the Original Sublease as set forth on Exhibit C annexed hereto and forming a part hereof, shall be deemed modified or deleted for the purposes of incorporation by reference in this Sub-Sublease.  If any of the express provisions of this Sub-Sublease shall conflict with any of the provisions incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sub-Sublease.

(b)           Whenever in the Original Sublease or the Lease a time is specified for the giving of any notice or the making of any demand by the tenant thereunder, such time is hereby changed (for the purpose of this Sub-Sublease only) by adding five (5) days thereto; and whenever in the Original Sublease or the Lease a time is specified for the giving of any notice or the making of any demand by the landlord thereunder, such time is hereby changed (for the purpose of this Sub-Sublease only) by subtracting two (2) days therefrom.  If the Original Sublease shall provide any grace or cure period for any failure on Sub-Subtenant’s part or default by the Sub-Subtenant under the Original Sublease, then the grace or cure period hereunder shall be the grace or cure period under the Original Sublease.  Notwithstanding the foregoing, in no event shall Sub-Subtenant have less than three (3) business days under this Sub-Sublease to cure any default, give or respond to any notice, give any consent, make any demand or take any other action required or permitted hereunder .

4.            PERFORMANCE BY SUB-SUBLANDLORD .  (a) Any obligation of Sub-Sublandlord which is contained in this Sub-Sublease by the incorporation by reference of the provisions of the Lease (as modified by the Original Sublease) or the Original Sublease may be observed or performed by Sub-Sublandlord using reasonable efforts to cause FBR (or its successors and/or assigns, hereinafter called the “Overlandlord”) to cause the Prime Landlord to observe and/or perform the same, and Sub-Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance.  Sub-Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sub-Sublandlord's rights under the Original Sublease, and, notwithstanding any provision to the contrary, as to obligations contained in this Sub-Sublease by the incorporation by reference of the provisions of the Lease (as modified by the Original Sublease), Sub-Sublandlord shall not be required to make any payment or perform any obligation, and Sub-Sublandlord shall have no liability to Sub-Subtenant for any obligation whatsoever, except that, subject to any abatement rights applicable to the term of this Sub-Sublease, contained in the Lease (as modified by the Original Sublease), Sub-Sublandlord shall pay the fixed annual rent and additional rent due under the Original Sublease and Sub-Sublandlord shall use reasonable efforts, upon written request of Sub-Subtenant, to cause the Overlandlord to cause the Prime Landlord to

observe and/or perform its obligations under the Lease.  Except as otherwise provided for herein, Sub-Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by the Prime Landlord under the Lease or otherwise, including, without limitation, heat, air conditioning, electricity, water, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Sub-Subtenant's obligations under this Sub-Sublease except to the extent that, as a result thereof, Sub-Sublandlord’s obligation to pay fixed annual rent or additional rent under the Original Sublease is abated or diminished (in which case, unless Sub-Subtenant is in default hereunder beyond applicable notice and grace periods, Sub-Subtenant’s Base Rent and additional rent, as applicable, shall be appropriately abated or reduced, as the case may be), (ii) constructive eviction, whether in whole or in part, or (iii) liability on the part of Sub-Sublandlord.

(b)  In the event the Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Lease on its part to be performed, Sub-Sublandlord shall cooperate with Sub-Subtenant and, upon Sub-Subtenant’s written request therefor, shall use reasonable good faith efforts to seek to obtain the performance of the Prime Landlord under the Lease.  If the Prime Landlord shall default in any of its obligations with respect to the Subleased Premises, or there shall exist a bona fide dispute with the Prime Landlord under the terms, covenants, conditions, provisions and agreements of this Sub-Sublease and/or the Lease and/or the Original Sublease, and Sub-Subtenant notifies Sub-Sublandlord in writing that Sub-Subtenant has previously notified the Prime Landlord of such dispute and that such default or notice has been disregarded or not reasonably satisfactorily acted upon, then Sub-Sublandlord shall within ten (10) days of Sub-Subtenant’s notice (except in an emergency, within two (2) business days of Sub-Subtenant’s request), notify the Prime Landlord of such default or dispute in its name on Sub-Subtenant’s behalf.  Sub-Subtenant shall be entitled to participate with Sub-Sublandlord, at its sole cost and expense, in the enforcement of Sub-Sublandlord’s rights against the Prime Landlord, if any.

(c)  If, after written request from Sub-Subtenant, Sub-Sublandlord shall fail or refuse to take appropriate action for the enforcement of Sub-Sublandlord’s rights against such action in its own name, and at its own cost and expense, and for such purpose and to such extent, all of the rights of Sub-Sublandlord under the Original Sublease are hereby conferred upon and assigned to Sub-Subtenant and Sub-Subtenant hereby is subrogated to such rights to the extent that the same shall apply to the Subleased Premises.  If any such action against the Prime Landlord in Sub-Subtenant’s name, shall be barred by reason of lack of privity, non-assignability or otherwise, Sub-Subtenant may take such action in Sub-Sublandlord’s name provided Sub-Subtenant has obtained the prior written consent of Sub-Sublandlord, which consent shall not be unreasonably withheld or delayed within ten (10) days thereof, and in connection therewith, Sub-Subtenant does hereby agree to indemnify and hold Sub-Sublandlord harmless from and against all liability, loss or damage, including, without limiting the foregoing, reasonable attorneys’ fees and disbursements, which Sub-Sublandlord shall suffer by reason of any such action by Sub-Subtenant.

(d)           Sub-Sublandlord shall not be responsible for the maintenance or repair of any equipment in, or that services, the Subleased Premises, including, without limitation, any HVAC equipment that exists therein or services the Subleased Premises, whether on the date hereof or in the future.

(e)           Subject to Section 17 herein, Sub-Sublandlord agrees to cooperate with Sub-Subtenant, at no cost to Sub-Sublandlord, in obtaining for Sub-Subtenant any consent of Prime Landlord or Overlandlord sought by Sub-Subtenant for any action for which the Lease or the Original Sublease requires Prime Landlord’s or Overlandlord’s consent or delivering any notice to Prime Landlord  or Overlandlord as required by any provision of the Lease or the Original Sublease including, but without limitation, promptly forwarding any request made by Sub-Subtenant for services, consent or approval.  In the event Sub-Subtenant shall obtain the consent of Prime Landlord and Overlandlord with respect to a matter requiring the consent of Prime Landlord and/or Overlandlord, then provided such matter does not impose any additional obligation, duty or liability upon Sub-Sublandlord, in such event Sub-Sublandlord shall be deemed to have given its consent under the Sub-Sublease.  In the event such matter does impose additional obligation, duty or liability upon Sub-Sublandlord, Sub-Sublandlord shall not unreasonably withhold, delay or condition its consent provided that Sub-Subtenant agrees, as a condition of such consent, to fulfill such obligation, duty or liability, at Sub-Subtenant’s sole cost and expense.

          (f)           To the extent that, as a result of Prime Landlord’s default under the Lease affecting the Subleased Premises, Sub-Sublandlord recovers any abatement, credit, set off or offset, or benefit thereof that is related to the term of this Sub-Sublease, then such abatement, credit, set off or offset applicable to the Subleased Premises related to the term of this Sub-Sublease shall belong exclusively to the Sub-Subtenant.

5.            NO BREACH OF THE ORIGINAL SUBLEASE OR THE LEASE .  Sub-Subtenant shall not do or permit to be done any act or thing which constitutes a breach or violation of any term, covenant or condition of the Original Sublease or the Lease by the tenant thereunder, whether or not such act or thing is permitted under the provisions of this Sub-Sublease.

6.            INTENTIONALLY DELETED

7.            INDEMNITY .  Sub-Subtenant shall indemnify, defend and hold harmless Sub-Sublandlord, the Overlandlord and the Prime Landlord from and against any and all losses, costs, damages, reasonable expenses and liabilities, including, without limitation, reasonable attorneys' fees, court costs and disbursements, which Sub-Sublandlord, the Overlandlord or the Prime Landlord may incur or pay by reason of (a) any accidents, damages or injuries to persons or property occurring during this term of this Sub-Sublease in, on or about the Subleased Premises, (b) any breach or default hereunder or under the Original Sublease on Sub-Subtenant's part, (c) any work done in or to the Subleased Premises by or on behalf of Sub-Subtenant (or any person claiming through or under Sub-Subtenant), or (d) any act, omission, negligence or other fault on the part of Sub-Subtenant and/or its officers, employees, agents, licensees, contractors, subcontractors, customers and/or invitees or any person claiming through or under Sub-Subtenant; except to the extent such losses, costs damages, expenses and liabilities set forth in (a) through (d) above result from the Sub-Sublandlord’s, the Overlandlord’s or the Prime Landlord’s negligent or intentional acts or omissions, as the case may be.  If any action or proceeding shall be brought against Sub-Sublandlord by reason of any such claim, Sub-Subtenant, upon notice from Sub-Sublandlord, agrees to resist or defend such action or proceeding and to employ counsel therefor reasonably satisfactory to Sub-Sublandlord; it being understood that counsel for Sub-Subtenant's insurance company shall be deemed to be satisfactory to Sub-Sublandlord.  Sub-Subtenant shall pay to Sub-Sublandlord on demand all sums which may be owing to Sub-Sublandlord by reason of the

provisions of this Article 7.  Sub-Sublandlord's obligations under this Article 7 shall survive the termination of this Sub-Sublease.

8.            RELEASES .  Sub-Subtenant hereby releases the Overlandlord or anyone claiming through or under the Overlandlord by way of subrogation or otherwise and Sub-Sublandlord under this Sub-Sublease to the extent that Sub-Sublandlord, as tenant, released the Overlandlord, as landlord, and/or the Overlandlord was relieved of liability or responsibility pursuant to the provisions of the Original Sublease, and Sub-Subtenant will cause its insurance carriers to include any clauses or endorsements in favor of the Overlandlord and Sub-Sublandlord which Sub-Sublandlord is required to provide pursuant to the provisions of the Original Sublease.  Sub-Sublandlord and Sub-Subtenant shall each secure an appropriate clause in, or endorsement upon, each insurance policy obtained by such party in connection herewith, pursuant to which the respective insurance companies waive subrogation against the other.

9.            RENT .  (a)  Sub-Subtenant shall pay to Sub-Sublandlord base rent (the “Base Rent”) hereunder at the annual rate of Three Hundred Forty Nine Thousand Seven Hundred Forty and 00/100 ($349,740.00) Dollars for the period commencing on the date which is two (2) months from the Commencement Date (the “Rent Commencement Date”), but in no event shall the Rent Commencement Date occur prior to February 1, 2009, and ending on the Expiration Date.  Base Rent shall be payable in equal monthly installments in advance on the first day of each month, without notice or demand therefor.  Upon Sub-Subtenant’s execution hereof, it shall pay the first (1 ^st ) full installment of Base Rent due under this Sub-Sublease in the amount of Twenty Nine Thousand One Hundred Forty-Five and 00/100 ($29,145.00), which shall be credited toward the first (1 ^st ) installment of Base Rent due upon the Rent Commencement Date, and if the Base Rent for such month is apportioned in accordance with the following sentence, the remainder of such prepaid rent shall be applied to the Base Rent due the following month.  If the Commencement Date is not the first day of a month, Base Rent for the period commencing on the Rent Commencement Date and ending on the last day of the month in which the Rent Commencement Date occurs and shall be apportioned on the basis of the number of days in said month and shall be paid on the Rent Commencement Date.  Base Rent and all other amounts payable by Sub-Subtenant to Sub-Sublandlord under the provisions of this Sub-Sublease (herein called the “Additional Charges”) shall be paid promptly when due, without notice on demand therefor, and without deduction, abatement, counterclaim or set off of any amount or for any reason whatsoever, except as otherwise set forth herein.

 (b)                      Base Rent and Additional Charges shall be paid to Sub-Sublandlord in lawful money of the United States by check drawn on a bank which is a member of the New York Clearing House Association or a successor thereto, to Sub-Sublandlord at 11726 San Vincente Boulevard, Suite 650, Los Angeles, California 90049, or to such other person and/or at such other address as Sub-Sublandlord may from time to time designate by notice to Sub-Subtenant.  No payment by Sub-Subtenant or receipt by Sub-Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Base Rent or Additional Charges; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sub-Sublandlord may accept and deposit any check or payment without prejudice to Sub-Sublandlord's right to recover the balance due or to pursue any other remedy available to Sub-Sublandlord.

         10.            LATE CHARGES .  If payment of any Base Rent or Additional Charges shall not have been paid within ten (10) days after the date on which such amount was due and payable hereunder, such unpaid sums shall bear interest from the date due until paid in an amount equal to the lesser of (i) two (2) percent per annum above the prime rate of interest announced from time to time by Citibank, N.A. and (ii) the maximum applicable legal rate of interest, if any, and such sums shall be added to the sum due and shall be deemed Additional Charges hereunder.  If Sub-Subtenant shall issue a check to Sub-Sublandlord which is returned unpaid for any reason, Sub-Subtenant shall pay to Sub-Sublandlord an additional charge of $250.00 for Sub-Sublandlord's expenses in connection therewith.  Nothing in this Section contained and no acceptance of late charges by Sub-Sublandlord shall be deemed to extend or change the time for payment of Base Rent or Additional Charges.

11.            ADDITIONAL CHARGES . (a) Except as may be herein provided to the contrary, all defined terms used in this Article shall have the meanings attributed to such terms in the Lease or the Original Sublease, as the case may be.  Commencing on July 1, 2009, Sub-Subtenant shall pay to Sub-Sublandlord, as Additional Charges, Tenant’s Tax Payment and commencing on January 1, 2010, Sub-Subtenant shall pay to Sub-Sublandlord, as Additional Charges, Tenant’s Operating Payment (as such terms are defined in Articles 39 and 40 of the Lease, respectively) in respect of the Subleased Premises, provided , however , for purposes of this Sub-Sublease, the Base Tax Year for Tenant’s Tax Payment shall be the 2008/2009 fiscal year and the Base Year for Tenant’s Operating Payment shall be the 2009 calendar year.

(b)           Sub-Sublandlord shall provide Sub-Subtenant with copies of all relevant statements with respect to any item of Additional Charges (or additional rent) payable by Sub-Sublandlord pursuant to any provision of the Original Sublease or the Lease, as the case may be, together with a statement or statements, with appropriate computations, of such amounts, if any, which Sub-Subtenant is thereafter required to pay hereunder.  If any increase in Additional Charges is payable hereunder, Sub-Subtenant shall pay to Sub-Sublandlord such increase in Additional Charges within thirty (30) days after receipt of the aforesaid statement from Sub-Sublandlord related thereto.

(c)           Sub-Subtenant shall pay Sub-Sublandlord upon demand any reasonable actual out-of-pocket charge, cost or expense incurred by Sub-Sublandlord as a result of Sub-Subtenant's acts or requests in or in respect of the Subleased Premises including, without limitation, costs imposed upon Sub-Sublandlord by the Overlandlord or the Prime Landlord (which for these purposes shall be deemed to be reasonable) by virtue of Sub-Subtenant's request for special or after hours cleaning, heating, ventilating, air conditioning, elevator and other similar overtime or extra charges for services requested by Sub-Subtenant or incurred in respect of the Subleased Premises.

(d)           Sub-Subtenant's obligations to pay any additional rent and/or any Additional Charges hereunder shall survive the expiration or sooner termination of this Sub-Sublease and, except as may be herein provided, all sums payable by Sub-Subtenant to Sub-Sublandlord pursuant to this Sub-Sublease as Additional Charges shall be collectible by Sub-Sublandlord in the same manner as Base Rent.

12.            PRORATED RENT . In the event this Sublease commences or ends on some date other than the first or last day of a calendar month, all rent for that month shall be prorated on the basis of a thirty (30) day month to reflect the actual number of days during such month.

13.            USE .  Sub-Subtenant shall use and occupy the Subleased Premises for general, executive and administrative office purposes and for uses ancillary thereto only.  Sub-Subtenant shall comply with all Federal, state and local laws, rules, statutes and regulations applicable to Sub-Subtenant’s conduct of its business and its use and occupancy of the Subleased Premises.  Sub-Subtenant shall neither use nor permit the use of the Subleased Premises in any manner that will or could violate any applicable Federal, state and local laws, rules, statutes, and regulations or the provisions of the Lease.  Sub-Subtenant shall have the right, in common with others, to reasonable use of the common areas of the Building.

15.            ELECTRICITY .  Pursuant to Section 44 of the Lease and Section 5.02 of the Original Sublease, Sub-Subtenant shall pay to Sub-Sublandlord as Additional Charges within fifteen (15) days after Sub-Subtenant’s receipt of Sub-Sublandlord’s statement therefor, all charges for electricity consumed in the Subleased Premises for the period from the Commencement Date through the Expiration Date.

16.            CONDITION OF SUBLEASED PREMISES .  Sub-Sublandlord has not made any representations or promises with respect to the Subleased Premises or any matter or thing affecting or related thereto except as expressly set forth in this Sub-Sublease.  Sub-Subtenant acknowledges that it has fully inspected the Subleased Premises, is subleasing the Subleased Premises substantially "as is" on the date hereof and vacant (broom clean and free of Sub-Sublandlord’s property and equipment (subject to Section 36 hereof) and rubbish), and Sub-Sublandlord is not required to perform any work or expend any monies in connection with this Sub-Sublease except as set forth herein, and acknowledges that the taking of possession of the Subleased Premises by Sub-Subtenant shall be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was so taken.  All understandings and agreements heretofore made between the parties hereto are merged in this Sub-Sublease, which alone fully and completely expresses the agreement between Sub-Sublandlord and Sub-Subtenant and any executory agreement hereafter made shall be ineffective to change, modify, discharge or affect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.  In making and executing this Sub-Sublease, Sub-Subtenant has relied solely on such investigations, examinations and inspections as Sub-Subtenant has chosen to make or has made.  Sub-Subtenant acknowledges that Sub-Sublandlord has afforded Sub-Subtenant the opportunity for full and complete investigations, examinations, and inspections of the Subleased Premises.

17.            CONSENTS AND APPROVALS .  In any instance when Sub-Sublandlord's consent or approval is required under this Sub-Sublease, Sub-Sublandlord's refusal to consent to or approve any matter or thing shall be deemed reasonable if, inter alia , such consent or approval has not been obtained from the Overlandlord or the Prime Landlord, as the case may be.  Sub-Sublandlord shall have no obligation to take any action to compel the Overlandlord or the Prime Landlord to consent to any matter or thing under the Original Sublease or the Lease, or as to this Sub-Sublease.  In the event that Sub-Subtenant shall seek the approval by or consent of Sub-Sublandlord and Sub-Sublandlord shall fail or refuse to give such consent or approval, Sub-Subtenant shall not be entitled to any damages for any withholding