CytRx Corporation (Nasdaq: CYTR) today announced that under terms of a definitive agreement for the acquisition of SynthRx, Inc. by ADVENTRX Pharmaceuticals, Inc. (NYSE Amex: ANX), CytRx will receive shares of ADVENTRX common stock based on CytRx’s 19.1% ownership of SynthRx. CytRx initially will receive approximately 191,000 shares of common stock of ADVENTRX, and if all milestones under this agreement are achieved, CytRx would receive up to 2.9 million additional shares, in the aggregate representing an approximate 7.8% ownership stake in ADVENTRX. The last sale price of ADVENTRX shares on the NYSE Amex on February 11, 2011 was $2.16. In June 2004, CytRx transferred assets and exclusively licensed patent rights related to its copolymer technologies, including a purified form of a rheologic and antithrombotic agent, poloxamer 188 (188), to privately held biotechnology company SynthRx. 188 is an intravenous Phase 3-ready product candidate for the treatment of sickle cell disease and other acute vaso-occlusive disorders. In conjunction with the closing of the acquisition of SynthRx, ADVENTRX announced plans to advance development of 188. Upon completion of the acquisition, ADVENTRX will issue an approximate 4% ownership stake to SynthRx stakeholders, with CytRx receiving shares of common stock in ADVENTRX on a pro-rata basis. CytRx would be entitled to receive additional ADVENTRX shares upon successful achievement of development milestones with 188, including dosing of the first patient in a Phase 3 clinical study, acceptance by the U.S. Food and Drug Administration (FDA) of a New Drug Application (NDA) and approval by the FDA of an NDA. CytRx also is eligible to receive royalty payments from future sale of products based on 188 as well as its other former copolymer technologies under its continuing license to SynthRx. “This transaction allows us to immediately unlock a portion of the value of our former copolymer technologies, as well as receive remuneration based on milestone achievements and royalties from possible future product sales,” said President and CEO Steven A. Kriegsman. “We are delighted that ADVENTRX has decided to actively advance 188 for the treatment of sickle cell anemia, which represents a large market opportunity and a major unmet medical need.”
The merger is subject to customary closing conditions. When issued at the closing, the ADVENTRX shares will be subject to certain transfer and voting restrictions under a Stockholders’ Voting and Transfer Restriction Agreement.About CytRx Corporation CytRx Corporation is a biopharmaceutical research and development oncology company engaged in the development of high-value human therapeutics. The CytRx oncology pipeline includes three programs in clinical development for cancer indications: bafetinib, tamibarotene and INNO-206. The Company is evaluating bafetinib in the ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (B-CLL) and the PROACT Phase 2 clinical trial in advanced prostate cancer, and is conducting a pharmacokinetic clinical trial in brain cancer. With its tumor-targeting pro-drug candidate INNO-206, CytRx plans to initiate Phase 2 proof-of-concept clinical trials as a treatment for pancreatic cancer and soft tissue sarcomas, following an abbreviated safety trial. CytRx's pipeline also includes tamibarotene, which it is testing in patients with non-small-cell lung cancer and which is in a registration clinical trial as a treatment for acute promyelocytic leukemia (APL). For more information on the Company, visit http://www.cytrx.com. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including the possibility that SynthRx and ADVENTRX may be unable to satisfy conditions to completion of the proposed acquisition of SynthRx by ADVENTRX, the risk that the closing of the transaction may be delayed or abandoned, the risk that the triggering events for the milestone payments to SynthRx stockholders, including CytRx, may never occur, including risks and uncertainties related to the clinical development of 188, risks related to the future market value of ADVENTRX common stock. Additional risks and uncertainties relating to ADVENTRX and to CytRx are described in the most recent annual and quarterly reports filed by ADVENTRX and by CytRx with the Securities and Exchange Commission and current reports filed since the date of ADVENTRX’S and CytRx's most recent annual report. All forward-looking statements are based upon information available to CytRx on the date the statements are first published. CytRx undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.