Cytrx Corp – ‘10-K’ for 12/31/03 – EX-10.65

On:  Thursday, 5/13/04, at 10:01pm ET   ·   As of:  5/14/04   ·   For:  12/31/03   ·   Accession #:  950148-4-929   ·   File #:  0-15327

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    960K 
 2: EX-3.5      Articles of Incorporation/Organization or By-Laws      1     10K 
 3: EX-4.8      Instrument Defining the Rights of Security Holders     7     34K 
 4: EX-10.14    Material Contract                                      1      9K 
 5: EX-10.15    Material Contract                                      1      8K 
 6: EX-10.57    Material Contract                                      5     30K 
 7: EX-10.58    Material Contract                                      8     40K 
 8: EX-10.59    Material Contract                                     25     97K 
 9: EX-10.60    Material Contract                                     15     67K 
10: EX-10.61    Material Contract                                     12     50K 
11: EX-10.62    Material Contract                                     35    122K 
12: EX-10.63    Material Contract                                     80±   282K 
13: EX-10.64    Material Contract                                      4     26K 
14: EX-10.65    Material Contract                                      2     14K 
15: EX-10.66    Material Contract                                     12     58K 
16: EX-10.67    Material Contract                                     44    196K 
17: EX-14.1     Material Foreign Patent                                6     34K 
18: EX-21.1     Subsidiaries of the Registrant                         1      7K 
19: EX-23.1     Consent of Experts or Counsel                          1      9K 
20: EX-23.2     Consent of Experts or Counsel                          1     10K 
21: EX-23.3     Consent of Experts or Counsel                          1      9K 
22: EX-23.4     Consent of Experts or Counsel                          1     10K 
23: EX-23.5     Consent of Experts or Counsel                          1     10K 
24: EX-31       Certification per Sarbanes-Oxley Act (Section 302)  HTML     19K 
25: EX-32       Certification per Sarbanes-Oxley Act (Section 906)  HTML     13K 

EX-10.65   —   Material Contract

EX-10.65
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                                                                   Exhibit 10.65

AMENDMENT NO. 1 
TO
CHIEF SCIENTIFIC SPOKESPERSON 
AGREEMENT 

    This Amendment No. 1 (the "Amendment"), effective as of October 18 ,
2003 (the "Effective Date") is being made to the Agreement between CytRx        
Corporation, a Delaware corporation (the "Company") and Dr. Louis J. Ignarro    
("Dr. Ignarro"), dated as of July 17, 2003 (the "Agreement").                   

 R E C I T A L S

     WHEREAS, the Company and Dr. Ignarro previously have entered into the
Agreement;                                                                      

      WHEREAS, Article 4 of the Agreement describes the vesting terms of the
Option (as defined in the Agreement);                                           

      WHEREAS, the Company and Dr. Ignarro each desires to amend the vesting
provisions related to the Option, for the portion of the Option that has not    
vested as of the Effective Date;                                                

    NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:                                                

1. Amendment to Article 4 -- "Compensation".                                    

 Article 4 of the Agreement is hereby amended and restated, in its
entirety, as follows:                                                           

       "4. Compensation. As payment in full for the Services, Dr. Ignarro will
be granted a non-qualified stock option on the Grant Date under the CytRx       
Corporation 2000 Long-Tern Incentive Plan to purchase 350,000 registered shares 
of the Company's common stock at an exercise price equal to the closing price   
for the Company's common stock on Nasdaq on the Grant Date (the "OPTION"). The  
Option will have a term of seven years and, from the date hereof until October  
17, 2003, will vest monthly at the rate of 4,839 shares for each day of         
consulting services provided by Dr. Ignarro in that month and, thereafter, shall
vest monthly at a rate of 15,975 shares for the remaining term of this          
Agreement. Any unvested shares under the Option as of the date of termination of
this Agreement shall be cancelled."                                             

2. Continuation of All Other Terms of Agreement.                                

        Except for the amendment of Article 4, provided for in Article 1 of this
Amendment, all of the terms and conditions of the Agreement shall continue in   
full force and effect.                                                          

EX-10.65
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3. Miscellaneous.                                                               

      3.1 Dispute Resolution. The parties agree that any dispute arising out
of or relating to this Amendment shall be resolved solely by means of the       
procedures set forth in Article 12 of the Agreement.                            

3.2 Counterparts. This Amendment may be executed in one or more 
counterparts, each of which shall be deemed an original, and all of which       
together shall be deemed to be one and the same instrument.                     

        3.3 Headings. All headings are for convenience only and shall not affect
the meaning of any provision of this Amendment.                                 

     3.4 Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties and their respective permitted successors and        
assigns.                                                                        

        3.5 Amendment. This Amendment may be amended, supplemented, or otherwise
modified only by means of a written instrument signed by all of the parties.    

       3.6 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California irrespective of any         
conflicts of law principles.                                                    

      IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the Effective Date.                                                       

CYTRX CORPORATION                        DR. LOUIS J. IGNARRO                   

By: /s/ Steven A. Kriegsman              /s/ Louis J. Ignarro                   
-------------------------------       -------------------------------     
Steven A. Kriegsman                                                       
Chief Executive Officer                                                   

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed as of:		5/14/04							10-Q/A,  8-K
Filed on:		5/13/04
For Period End:		12/31/03							NT 10-K
		10/17/03		1					3,  4,  4/A
		7/17/03		1
									List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/23  LadRx Corp.                       S-1                   66:6M                                     M2 Compliance LLC/FA
 3/20/23  LadRx Corp.                       10-K       12/31/22   72:6.2M                                   M2 Compliance LLC/FA
 3/23/22  LadRx Corp.                       S-1/A                  3:458K                                   M2 Compliance LLC/FA
 3/23/22  LadRx Corp.                       10-K       12/31/21   72:5.8M                                   M2 Compliance LLC/FA
 8/04/21  LadRx Corp.                       S-1                    3:453K                                   M2 Compliance LLC/FA
 7/13/21  LadRx Corp.                       10-K/A     12/31/20    4:270K                                   M2 Compliance LLC/FA
 3/24/21  LadRx Corp.                       10-K       12/31/20   68:8.1M                                   M2 Compliance LLC/FA