Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

Dated as of February 11, 2002

among

CytRx Corporation,

GGC MERGER CORPORATION

AND

Global Genomics Capital, Inc.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

C. The Board, has, after consultation with the Independent Advisor, and in light of and subject to the terms and conditions set forth herein, (i) determined that (x) the Merger is fair to CytRx and its stockholders from a financial point of view, and (y) the Merger is advisable and in the best interests of CytRx and its stockholders, (ii) adopted and approved this Agreement, and (iii) determined to recommend that the stockholders of CytRx vote to approve the issuance of the Merger Consideration in accordance with this Agreement and the amendment to CytRx's certificate of incorporation as contemplated in this Agreement;

D. The board of directors and sole shareholder of Merger Sub have adopted and approved this Agreement, and the board of directors of GGC has adopted and approved this Agreement and has determined to recommend that the shareholders of GGC approve this Agreement;

F. GGC, CytRx and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the merger and also to prescribe various conditions to the Merger.

Certain capitalized terms used in this Agreement are defined in Section 9.2 of this Agreement

Now, therefore, upon the above premises and in consideration of the mutual promises, covenants, representations and warranties contained herein, the parties hereto agree as follows:

ARTICLE I

THE MERGER

(a) The directors of GGC immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(b) The officers of GGC immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

ARTICLE II

CANCELLATION OF THE CAPITAL STOCK OF GGC

AND EXCHANGE WITH RESPECT THERETO

(a) subject to the other provisions of Article II, each share of common stock of GGC issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into the right to receive a number of shares of CytRx Common Stock equal to the quotient of (i) 9,962,881 divided by (ii) the sum of the total number of shares of GGC common stock outstanding at the Effective Time (including those shares issued between the date hereof and the Effective Time upon the exercise of GGC Stock Options outstanding on the date hereof), plus the number of shares of GGC common stock issuable upon the exercise of any Converting Options (as defined in Section 2.4) and any other GGC Stock Options that are

(b) each share of GGC capital stock issued and held in GGC's treasury immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be cancelled and retired without payment of any consideration therefor;

(c) each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; and

time subsequent to the Effective Time shall be delivered to the holder of any Certificate until such holder surrenders such Certificate for exchange as provided in this Article II.

(b) At the Effective Time, the Converting Options shall be converted into and become an option to purchase CytRx Common Stock, and CytRx shall assume each Converting Option, in accordance with its terms, except that from and after the Effective Time, (i) each

Converting Option assumed by CytRx hereunder may be exercised solely for shares of CytRx Common Stock, (ii) the number of shares of CytRx Common Stock subject to such Converting Option shall be equal to the number of shares of GGC common stock subject to such Converting Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such Converting Option shall be adjusted by dividing the per share exercise price under each such Converting Option by the Exchange Ratio and rounding up to the nearest cent. CytRx shall not be obligated to issue any fraction of a share of CytRx Common Stock upon exercise of Converting Options and any fraction of a share of CytRx Common Stock that otherwise be subject to a Converting Option shall rounded to the nearest whole share.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

made available to CytRx for its review and the minutes contained therein are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect all amendments thereto and all proceedings of the board of directors (including any and all committees of the board of directors) and the shareholders of GGC

(iii) All outstanding shares of GGC's capital stock are validly issued, fully paid and nonassessable and were issued free of preemptive rights (contractual or otherwise) and in compliance with applicable securities Laws. All shares of GGC common stock subject to issuance upon the exercise of GGC Stock Options will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations.

(iv) Except as set forth in Section 3.1(b)(i), there are no shares of capital stock or other equity securities of GGC outstanding and no Equity Rights relating to the capital stock of GGC. Except as specifically contemplated by this Agreement, no Person has any Contract or any right or privilege (whether pre-emptive or contractual) capable of becoming a Contract or Equity Right for the purchase, subscription or issuance of any securities of GGC.

Equity Right for the purchase, subscription or issuance of any securities of Blizzard. As of the date hereof, GGC holds, of record and beneficially, 1,300,444 shares of Blizzard common stock.

(i) GGC has all requisite corporate power and authority to enter into, deliver and perform this Agreement and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of GGC, subject to approval of the GGC shareholders. This Agreement has been duly executed and delivered by GGC and constitutes a valid and binding obligation of GGC enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(iii) No notice to, Consent of or filing with, any Regulatory Authority is required by or with respect to GGC in connection with the execution and delivery of this Agreement and the Certificate of Merger by GGC, the consummation by GGC of the transactions contemplated hereby and thereby, and compliance of GGC with any of the provisions hereof or thereof, except the filing of the Certificate of Merger as contemplated by Section 1.3.

(i) GGC and, to the Knowledge of GGC, each other GGC Entity have timely filed with the appropriate Taxing authorities all Tax Returns in all jurisdictions in which Tax Returns are required to be filed, and such Tax Returns are correct and complete in all respects. All Taxes of GGC and, to the Knowledge of GGC, of each other GGC Entity, whether or not shown on any Tax Return, have been fully and timely paid. There are no Liens for any Taxes (other than a Lien for current real property or ad valorem Taxes not yet due and payable) on any of the Assets of GGC and, to the Knowledge of GGC, there are no Liens for any Taxes (other than a Lien for current real property or ad valorem Taxes not yet due and payable) on any of the Assets of any other GGC Entity. No claim has ever been made by an authority in a jurisdiction where GGC does not file a Tax Return that GGC may be subject to Taxes by that jurisdiction and, to the Knowledge of GGC, no claim has ever been made by an authority in a jurisdiction where any other GGC Entity does not file a Tax Return that such GGC Entity may be subject to Taxes by that jurisdiction.

(ii) GGC has not received any notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened or pending disputes, claims, audits or examinations regarding any Taxes of GGC or the Assets of GGC. None of the other GGC Entities has received any notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened or pending disputes, claims, audits or examinations regarding any Taxes of any other GGC Entity or the Assets of any other GGC Entity. No officer or employee responsible for Tax matters of GGC or, to the Knowledge of GGC, of any other GGC Entity expects any Regulatory Authority to assess any additional Taxes for any period for which Tax Returns have been filed. Neither GGC nor, to the Knowledge of GGC, any other GGC Entity has waived any statute of limitations in respect of any Taxes or agreed to a Tax assessment or deficiency.

(iii) GGC, and, to the Knowledge of GGC, each other GGC Entity, has complied with all applicable Laws, rules and regulations relating to the withholding of Taxes and the payment thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the Internal Revenue Code or similar provisions under foreign Law.

(iv) The unpaid Taxes of GGC, and, to the Knowledge of GGC, each other GGC Entity (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) for such GGC Entity and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the GGC Entities in filing their Tax Returns.

(v) Neither GGC nor, to the Knowledge of GGC, any other GGC Entity, is a party to any Tax allocation or sharing agreement and neither GGC nor, to the Knowledge of GGC, any other GGC Entity has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was GGC) or has any Tax Liability of any Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law (other than the other members of the consolidated group of which GGC is parent), or as a transferee or successor, by contract or otherwise.

(vi) During the five-year period ending on the date hereof, neither GGC nor, to the Knowledge of GGC, any other GGC Entity was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Internal Revenue Code.

(vii) Neither GGC nor, to the Knowledge of GGC, any other GGC Entity has made any payments, is obligated to make any payments, or is a party to any contract that could obligate it to make any payments that could be disallowed as a deduction under Section 280G or 162(m) of the Internal Revenue Code. Neither GGC nor, to the Knowledge of GGC, any other GGC Entity has been a United States real property holding corporation within the meaning of Code
Section 897(c)(1)(A)(ii). None of the GGC Entities has been or will be required to include any adjustment in taxable income for any Tax period (or portion thereof) pursuant to Section 481 of the Internal Revenue Code or any comparable provision under state or foreign Tax Laws as a result of transactions or events occurring prior to the Closing.

(viii) GGC and, to the Knowledge of GGC, each of the other GGC Entities is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state, and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Code Section 3406.

(ix) Neither GGC nor, to the Knowledge of GGC, any GGC Entity, has or has had in any foreign country a permanent establishment, as defined in any applicable tax treaty or convention between the United States and such foreign country.

(ii) All Assets which are material to GGC's business held under leases or subleases by GGC, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. To the Knowledge of GGC, all Assets which are material to each other GGC Entity's business held under leases or subleases by such GGC Entity, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect.

(iii) GGC and, to the Knowledge of GGC, each other GGC Entity, have maintained and currently maintain insurance in amounts, scope, and coverage that are deemed adequate by such GGC Entity's board of directors or executive management. Neither GGC nor, to the Knowledge of GGC, any other GGC Entity, has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. To the Knowledge of GGC, there are presently no claims for amounts exceeding in any individual case $10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any GGC Entity under such policies.

(iv) The Assets of GGC include all Assets required to operate the business of GGC as presently conducted.

(i) Each GGC Entity and its Operating Properties are, and have been, in compliance with all Environmental Laws.

(ii) During the period of (i) each GGC Entity's ownership or operation of any of its current properties or (ii) each GGC Entity's holding of a security interest in any Operating Property, to the Knowledge of GGC, there have been no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, adjacent to, or affecting (or potentially affecting) such properties. Prior to the period of (i) any GGC Entity's ownership or operation of any of their respective current properties or (ii) any GGC Entity's holding of a security interest in any Operating Property, to the Knowledge of GGC, there were no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, or affecting any such property or Operating Property.

i) Neither GGC nor, to the Knowledge of GGC, any other GGC Entity, is the subject of any Litigation asserting that it or any other GGC Entity has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state Law) or other violation of state or federal labor Law or seeking to compel it or any other GGC Entity to bargain with any labor organization or other employee representative as to wages or conditions of employment, nor is GGC nor, to the Knowledge of GGC, any other GGC Entity, party to any collective bargaining agreement or subject to any bargaining order, injunction or other Order relating to GGC's or any other GGC Entity's relationship or dealings with its employees, any labor organization or any other employee representative. There is no strike, slowdown, lockout or other job action or labor dispute involving GGC nor, to the Knowledge of GGC, any other GGC Entity, pending or threatened and there has been no such actions or disputes in the past five years. To the Knowledge of GGC, in the past five years, there has not been any attempt by any GGC Entity employees or any labor organization or other employee representative to organize or certify a collective bargaining unit or to engage in any other union organization activity with respect to the workforce of any GGC Entity. The employment of each employee and the engagement of each independent contractor of GGC is terminable at will by GGC without any penalty, liability or severance obligation incurred by GGC. GGC will not owe any amounts to any of its employees or independent contractors as of the Closing Date, including any amounts incurred for any wages, bonuses, vacation pay, sick leave, contract notice periods, change of control payments or severance obligations.

ii) All of GGC's employees employed in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other United States immigration Laws and the Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed.

person or entity any rights with respect to any Blizzard Intellectual Property and no other Person has any rights in or to any of the Blizzard Intellectual Property. The rights of Blizzard in and to any of the Blizzard Intellectual Property will not be limited or otherwise affected by reason of any of the transactions contemplated hereby. To GGC's Knowledge, the Blizzard Intellectual Property does not infringe and is not alleged to have infringed any trademark, copyright, patent or other proprietary right of any person. To GGC's Knowledge, each item of Blizzard Intellectual Property is valid and enforceable and there are no infringements of Blizzard's rights in and to the Blizzard Intellectual Property by any person or entity. To GGC's Knowledge, Blizzard has not entered into any consent, indemnification, forbearance to sue or settlement agreement with any person or entity relating to any item of Blizzard Intellectual Property or those of any person or entity.

(i) To GGC's Knowledge, no statement, certificate, instrument, or other writing furnished or to be furnished by any GGC Entity or any Affiliate thereof to CytRx pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) None of the information supplied or to be supplied by any GGC Entity or any Affiliate thereof for inclusion in (i) the Proxy Statement to be mailed to CytRx stockholders in connection with the CytRx Stockholders' Meeting, (ii) any materials to be delivered to GGC Shareholders in connection with the GGC Shareholders Meeting, or (iii) any other documents to be filed by a GGC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed or delivered, and with respect to the Proxy Statement, when first mailed to the stockholders of CytRx, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the CytRx Stockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the CytRx Stockholders' Meeting.

(iii) All documents that any GGC Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

(i) CytRx and Merger Sub have all requisite corporate power and authority to enter into, deliver and perform this Agreement and to consummate the transactions contemplated hereby, subject to the approval of the issuance of the Merger Consideration by the CytRx stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CytRx or Merger Sub, as the case may be, subject to the approval of the issuance of the Merger Consideration by the CytRx stockholders. Subject to such stockholder approval, this Agreement has been duly executed and delivered by CytRx and Merger Sub and constitutes a valid and binding obligation of CytRx or Merger Sub, as the case may be, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(iii) No notice to, Consent of or filing with, any Regulatory Authority is required by or with respect to CytRx or Merger Sub in connection with the execution and delivery of this Agreement by CytRx and Merger Sub, the consummation by CytRx or Merger Sub, as the case may be, of the transactions contemplated hereby, and compliance by CytRx and Merger Sub with any of the provisions hereof, except (A) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws and the rules of the Nasdaq National Market, and notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (B) the filing of the Certificate of Merger as contemplated by Section 1.3.

same character, type and magnitude as incurred in the past, CytRx has not incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on CytRx. All agreements, contracts and other documents required to be filed as exhibits to any of CytRx SEC Documents have been so filed.

(i) Except as disclosed in Schedule 3.2(i)(i) to the CytRx Disclosure Letter, all CytRx Entities have timely filed with the appropriate Taxing authorities all Tax Returns in all jurisdictions in which Tax Returns are required to be filed, and such Tax Returns are correct and complete in all respects. All Taxes of the CytRx Entities (whether or not shown on any Tax Return) have been fully and timely paid. There are no Liens for any Taxes (other than a Lien for current real property or ad valorem Taxes not yet due and payable) on any of the Assets of any of the CytRx Entities. No claim has ever been made by an authority in a jurisdiction where any CytRx Entity does not file a Tax Return that such CytRx Entity may be subject to Taxes by that jurisdiction.

(ii) None of the CytRx Entities has received any notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened or pending disputes, claims, audits or examinations regarding any Taxes of any CytRx Entity or the assets of any CytRx Entity. No officer or employee responsible for Tax matters of any CytRx Entity expects any Regulatory Authority to assess any additional Taxes for any period for which Tax Returns have been filed. None of the CytRx Entities has waived any statute of limitations in respect of any Taxes or agreed to a Tax assessment or deficiency.

(iii) Each CytRx Entity has complied with all applicable Laws, rules and regulations relating to the withholding of Taxes and the payment thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the Internal Revenue Code or similar provisions under foreign Law.

(iv) The unpaid Taxes of each CytRx Entity (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) for such CytRx Entity and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the CytRx Entities in filing their Tax Returns.

(v) None of the CytRx Entities is a party to any Tax allocation or sharing agreement and none of the CytRx Entities has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was CytRx) or has any Tax Liability of any Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law (other than the other members of the consolidated group of which CytRx is parent), or as a transferee or successor, by contract or otherwise.

(vi) During the five-year period ending on the date hereof, none of the CytRx Entities was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Internal Revenue Code.

(vii) None of the CytRx Entities has made any payments, is obligated to make any payments, or is a party to any contract that could obligate it to make any payments that could be disallowed as a deduction under
Section 280G or 162(m) of the Internal Revenue Code. CytRx has not been a United States real property holding corporation within the meaning of Internal Revenue Code Section 897(c)(1)(A)(ii). None of the CytRx Entities has been or will be required to include any adjustment in taxable income for any Tax period (or portion thereof) pursuant to Section 481 of the Internal Revenue Code or any comparable provision under state or foreign Tax Laws as a result of transactions or events occurring prior to the Closing.

(viii) Each of the CytRx Entities is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state, and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Internal Revenue Code.

(ix) No CytRx Entity has or has had in any foreign country a permanent establishment, as defined in any applicable tax treaty or convention between the United States and such foreign country.

(i) Each CytRx Entity and its Operating Properties are, and have been, in compliance with all Environmental Laws.

(ii) During the period of (i) any CytRx Entity's ownership or operation of any of their respective current properties or (ii) any CytRx Entity's holding of a security interest in any Operating Property, to the Knowledge of CytRx, there have been no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, adjacent to, or affecting (or potentially affecting) such properties. Prior to the period of (i) any CytRx Entity's ownership or operation of any of their respective current properties or
(ii) any CytRx Entity's holding of a security interest in any Operating Property, to the Knowledge of CytRx, there were no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, or affecting any such property or Operating Property.

(ii) Each CytRx Benefit Plan is in compliance with the terms of such CytRx Benefit Plan, in compliance with the applicable requirements of the Code, in material compliance with the applicable requirements of ERISA, and in compliance with any other applicable Laws. CytRx has not received any communication (written or unwritten) from any government agency questioning or challenging the compliance of any CytRx Benefit Plan with applicable Laws. No CytRx Benefit Plan is currently being audited by a governmental agency for compliance with applicable Laws or has been audited with a determination by the governmental agency that the Employee Benefit Plan failed to comply with applicable Laws.

(iii) There has been no oral or written representation or communication with respect to any aspect of the Employee Benefit Plans made to employees of the CytRx which is not in accordance with the written or otherwise preexisting terms and provisions of such plans. There are no unresolved claims or disputes under the terms of, or in connection with, the CytRx Benefit Plans other than claims for benefits which are payable in the ordinary course of business and no action, proceeding, prosecution, inquiry, hearing or investigation has been commenced with respect to any CytRx Benefit Plan.

(iv) All CytRx Benefit Plan documents and annual reports or returns, audited or unaudited financial statements, actuarial valuations, summary annual reports, and summary plan descriptions issued with respect to the CytRx Benefit Plans are correct and complete, have been timely filed with the IRS, the DOL or distributed to participants of the CytRx Benefit Plans (as required by Law), and there have been no changes in the information set forth therein.

(v) No "party in interest" (as defined in ERISA Section 3(14)) or "disqualified person" (as defined in Internal Revenue Code Section 4975(e)(2)) of any CytRx Benefit Plan has engaged in any nonexempt "prohibited transaction" (described in Internal Revenue Code Section 4975(c) or ERISA
Section 406).

(vi) No Liability under Title IV of ERISA has been or is expected to be incurred by CytRx or its ERISA Affiliates and no event has occurred that could reasonably result in Liability under Title IV of ERISA being incurred by CytRx or its ERISA Affiliates with respect to any ongoing, frozen, or terminated single-employer plan of CytRx or the single-employer plan of any ERISA Affiliate. There has been no "reportable event," within the meaning of ERISA Section 4043 for which the 30-day reporting requirement has not been waived by any ongoing, frozen, or terminated single employer plan of CytRx or of an ERISA Affiliate.

(ix) The actuarial present values of all accrued deferred compensation entitlements (including entitlements under any executive compensation, supplemental retirement, or employment agreement) of employees and former employees of any CytRx Entity and their respective beneficiaries, other than entitlements accrued pursuant to funded retirement plans subject to the provisions of Code Section 412 or ERISA Section 302, have been fully reflected on the CytRx Financial Statements to the extent required by and in accordance with GAAP.

(x) All individuals who render services to any CytRx Entity and who are authorized to participate in a CytRx Benefit Plan pursuant to the terms of such CytRx Benefit Plan are in fact eligible to and authorized to participate in such CytRx Benefit Plan. All individuals participating in (or eligible to participate in) any CytRx Benefit Plan are common-law employees of a CytRx Entity.

(xi) On or after September 26, 1980, neither CytRx nor any of its ERISA Affiliates has had an "obligation to contribute" (as defined in ERISA
Section 4212) to a "multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)).

waived any material provision of any such Contract; and (D) no other party to any such Contract is, to the Knowledge of CytRx, in Default in any respect or has repudiated or waived any material provision thereunder.

(i) To CytRx's Knowledge, no statement, certificate, instrument, or other writing furnished or to be furnished by any CytRx Entity or any Affiliate thereof to CytRx pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) None of the information supplied or to be supplied by any CytRx Entity or any Affiliate thereof for inclusion in (i) the Proxy Statement to be mailed to CytRx stockholders in connection with the CytRx Stockholders' Meeting, (ii) any materials to be delivered to GGC Shareholders in connection with the GGC Shareholder Meeting, and (iii) any other documents to be filed by a CytRx Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed or delivered, and with respect to the Proxy Statement, when first mailed to the stockholders of CytRx, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the CytRx Stockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the CytRx Stockholders' Meeting.

(iii) All documents that any CytRx Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS

in the ordinary course of business and consistent with past practice and of substantially the same character, type and magnitude as dispositions in the past.

arrangement to do any of the foregoing, or (iii) enter into or renew any contract, agreement, commitment or arrangement providing for the payment to any director, officer or employee of GGC of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement.

options that are outstanding as of the date hereof, (ii) in satisfaction of severance obligations to employees and officers or (iii) to pay the fees and expenses of Cappello Capital Corp.

ARTICLE V

ADDITIONAL AGREEMENTS

comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply GGC with copies of all correspondence between CytRx or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the CytRx Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, CytRx will promptly prepare and mail to its stockholders such an amendment or supplement. CytRx will not mail any Proxy Statement, or any amendment or supplement thereto, to which GGC reasonably objects. GGC shall cooperate with CytRx in the preparation of the Proxy Statement and will provide any information or documents reasonably requested by CytRx for inclusion in the Proxy Statement. CytRx shall include in the Proxy Statement reasonable disclosure regarding the anticipated cash balance of CytRx at Closing (assuming that the Closing occurs on May 31, 2002) and the assumptions made by CytRx in determining such anticipated cash balance.

(c) GGC shall as promptly as practicable prepare materials to be provided to the GGC Shareholders in connection with the GGC Shareholders Meeting and cause such materials to be mailed to the GGC Shareholders at the earliest practical time. Such materials shall include, without limitation: (i) copies of certain CytRx SEC Documents as requested by CytRx, (ii) copies of this Agreement and the other agreements contemplated hereby and (iii) investor questionnaires and other documents that CytRx reasonably requests the GGC Shareholders to execute and deliver in connection with the Merger. If at any time prior to the GGC Shareholders Meeting there shall occur any event that requires additional or revised materials to be sent to the GGC Shareholders, GGC and CytRx will promptly prepare and mail to the GGC Shareholders such additional or revised materials. GGC will not mail any materials to the GGC Shareholders to which CytRx reasonably objects. GGC will take all actions reasonably requested by CytRx, including delivering documents to and gathering responses from the GGC Shareholders in connection with satisfying CytRx of the availability of applicable securities Laws exemptions from registration for the issuance of the Merger Consideration hereunder.

from its stockholders entitled to vote at the CytRx Stockholders' Meeting proxies in favor of issuance of the Merger Consideration and shall take all other action necessary or, in the judgment of CytRx, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger.

(b) GGC shall call the GGC Shareholders Meeting to be held as promptly as practicable for the purpose of voting upon the Merger. GGC will, through its board of directors, recommend to its shareholders approval of the Merger. GGC shall take all action necessary or, in the judgment of GGC, helpful to (i) secure the vote or consent of the GGC Shareholders required by the CCC or this Agreement to effect the Merger and (ii) cause its shareholders to execute and deliver to CytRx any documents reasonably requested by CytRx to be executed by the GGC Shareholders in connection with the Merger.

(a) As of the Effective Time, the articles of incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the articles of incorporation of GGC, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors or officers of GGC. From and after the Effective Time, for a period of six years, CytRx shall (i) cause the Surviving Corporation to indemnify the directors and officers of GGC and (ii) indemnify the members of the CytRx board of directors and the officers of CytRx immediately prior to the Effective Time (the "Existing CytRx Directors and Officers"), on terms no less favorable than the provisions with respect to indemnification that are set forth in the certificate of incorporation of CytRx as of the Effective Time.

(b) The provisions of CytRx's certificate of incorporation and bylaws with respect to indemnification of CytRx directors and officers shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors or officers of GGC or who were Existing CytRx Directors and Officers.

(c) From and after the date hereof and for three (3) years from the Effective Time, CytRx shall maintain continuously in effect directors' and officers' liability insurance covering the Existing CytRx Directors and Officers for actions taken or omissions occurring at or prior to the Effective Time on terms which in the aggregate are not less favorable than the more favorable of (1) the terms of CytRx's current insurance coverage or (2) the directors' and officers' liability insurance provided by CytRx after the Effective Time to directors or officers of CytRx who are not Existing CytRx Directors and Officers. In addition, CytRx shall take all actions necessary to add Jack J. Luchese and Mark W. Reynolds as additional notice parties with respect to termination, renewal and other notices regarding all of such policies of directors' and officers' liability insurance. If at any time prior to the expiration of such three year period CytRx elects to change its insurance carrier with respect to its directors' and officers' liability insurance, CytRx shall purchase tail coverage. Notwithstanding any of the above, prior to the Effective Time, CytRx may purchase a prepaid extended reporting (or tail) binder on its existing directors' and officers' liability insurance policy.

(d) CytRx and GGC agree that the Existing CytRx Directors and Officers and the directors and officers of GGC immediately prior to the Effective Time covered hereby are intended to be third party beneficiaries under this Section 5.5 and shall have the right to enforce the obligations of the Surviving Corporation and CytRx.

initially two of which shall be Steven A. Kriegsman and Louis Ignarro, Ph.D., and a third member shall be determined by GGC prior to the date of the filing of the Proxy Statement, subject to the reasonable approval of the CytRx board of directors, and (iii) a seventh director who shall be determined by a majority of the three CytRx-designated directors and a majority of the three GGC-designated directors. CytRx and GGC hereby agree that, for a period of two years after the Effective Time, at least three (3) members of the Board must be Eligible CytRx Directors.

(a) an extension of the existing investment banking agreement with Cappello Capital Corp.;

(a) Prior to the Effective Time, each party shall permit the other to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as may be reasonably requested, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. No investigation by either party shall affect the ability of that party to rely on the representations and warranties of the other party.

related to this Agreement or any other transaction contemplated hereby; provided, that nothing in this Section 5.11 shall be deemed to prohibit any party from making any disclosure which its counsel deems necessary or advisable in order to satisfy such party's disclosure obligations imposed by Law.

incurred, including, without limitation, any costs, fees and expenses of accountants, attorneys or other representatives or consultants engaged by the GGC Shareholder Representative in the course of his/her performance hereunder. CytRx and GGC hereby waive any conflicts of interests that may arise with respect to the GGC Shareholder Representative's actions in his/her capacity as GGC Shareholder Representative.

the exercise of outstanding options and warrants to purchase CytRx Common Stock or (ii) issuable or issued as an award under any stock option plan or long-term incentive plan described in the CytRx Disclosure Letter, except pursuant to contractual rights that exist as of the date hereof with the holders of such stock options and warrants. From and after the Effective Time, CytRx shall, and shall use its best efforts to cause its employees, agents and representatives to, process expeditiously (i) exercises of options and warrants to purchase CytRx Common Stock and (ii) sales of and other transactions involving CytRx Common Stock.

ARTICLE VI

CONDITIONS PRECEDENT

which are de minimis in amount. At Closing, GGC shall deliver an officer's certificate certifying that the above is true as of the Closing Date.

(1) a legal opinion of outside counsel to GGC in substantially the form attached hereto as Exhibit 6.2(j)(2);

(2) a copy of the final CytRx Business Plan;

(3) the Closing Liabilities Certificate; and

(4) the Escrow Agreement executed by GGC and the GGC Shareholder Representative.

ARTICLE VII

TERMINATION

(a) by the mutual consent of CytRx and GGC in a written instrument, whether or not the Merger has been approved by the stockholders of CytRx or the GGC Shareholders;

(b) by CytRx on behalf of itself and Merger Sub, upon a material breach of any representation, warranty, covenant or agreement on the part of GGC set forth in this Agreement,

or if any representation or warranty of GGC shall have become untrue such that the conditions set forth in Section 6.2, would be incapable of being satisfied by July 31, 2002;

(c) by GGC, upon a material breach of any representation, warranty, covenant or agreement on the part of CytRx or Merger Sub set forth in this Agreement, or if any representation or warranty of CytRx or Merger Sub shall have become untrue such that the conditions set forth in Section 6.3 would be incapable of being satisfied by July 31, 2002;

(d) by either CytRx or GGC, if (i) any Consent of any Regulatory Authority required for the consummation of the Merger and the other transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, or (ii) any injunction or action by any Regulatory Authority permanently restraining, enjoining or otherwise preventing the consummation of the Merger shall have become final and nonappealable;

(e) by either CytRx or GGC if the Merger shall not have been consummated on or prior to July 31, 2002 (or such later date as may be agreed to in writing by GGC and CytRx) (other than due to the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time);

(f) by either CytRx or GGC, if any approval of the stockholders of CytRx required for the consummation of the Merger shall not have been obtained by reason of the failure to obtain the required vote at the CytRx Stockholders' Meeting or at any adjournment thereof.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

(b) Any right of a Party to bring a claim against another Party hereto based on fraud in connection with this Agreement or the transactions contemplated hereby must be brought on or before the second annual anniversary of the Effective Time, or such claim shall be deemed to have expired and be forever waived by the Party alleging such fraud.

(a) After the Effective Time and until the applicable Indemnification Expiration Date, CytRx or the CytRx Representative, on behalf of CytRx, may deliver an Indemnification Claim to the GGC Shareholder Representative on behalf of GGC and the GGC Escrowees for all Damages asserted against, imposed upon or incurred by CytRx by reason of or resulting from (i) a breach of any representation, warranty, covenant or agreement of GGC contained in this Agreement or any certificate delivered pursuant hereto or (ii) the termination by GGC of the GGC Stock Options as contemplated by Section 2.4.

(b) After the Effective Time and until the applicable Indemnification Expiration Date, the GGC Shareholder Representative on behalf of GGC and the GGC Escrowees may deliver an Indemnification Claim to CytRx and the CytRx Representative on behalf of CytRx for all Damages asserted against, imposed upon or incurred by GGC by reason of or resulting from a breach of any representation, warranty, covenant or agreement of CytRx contained in this Agreement or any certificate delivered pursuant hereto.

(b) Upon receipt of any Third Party Claim Notice from the Indemnified Party, (i) the CytRx Representative, on behalf of CytRx, or (ii) the GGC Shareholder Representative, on behalf of GGC and the GGC Escrowees, as the case may be, may (unless the anticipated

Damages exceed the maximum amount of indemnification under Section 8.4) undertake the defense, compromise and settlement thereof by representatives of its own choosing reasonably acceptable to the Indemnified Party, the expenses, fees and costs of which shall be added to the Damages amount included in the Recoverable Amount pursuant to Section 8.5 of (i) GGC if the CytRx Representative undertakes such defense or (ii) CytRx if the GGC Shareholder Representative undertakes such defense. The assumption of the defense, compromise and settlement of any such Third Party Claim by a Representative will not be an acknowledgment by an Indemnifying Party of the obligation to indemnify the Indemnified Party with respect to such claim. If, however, a Representative fails or refuses to undertake the defense of such Third Party Claim within ten business days after notice of such Third Party Claim has been given to the Representative, the Indemnified Party will have the right to undertake the defense, compromise and settlement of such claim with counsel of its own choosing. If an Indemnifying Party undertakes the defense of a Third Party Claim and if in the reasonable opinion of counsel to the Indemnified Party there may exist defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the Indemnified Party otherwise believes that its interests would be adversely affected by the Indemnifying Party assuming sole control of the defense of such Third Party Claim, the Indemnified Party shall be entitled to retain separate counsel to participate in the defense of such Third Party Claim at its sole expense.

(c) No settlement of a Third Party Claim involving the asserted liability of the Indemnifying Party under this Section shall be made without the prior written consent by the respective Representative on behalf of such the Indemnifying Party. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's prior written consent unless (A) there is no finding or admission of any violation of law by or on behalf of the Indemnified Party, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (C) the compromise or settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such Third Party Claim, and (ii) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof affected without its consent.

(d) Each Party will provide the other Party with access to all records, documents and personnel of such Party to the extent reasonably related to any Third Party Claim.

(a) No Indemnification Claim may be made by any Party unless the aggregate amount of Damages indemnified against hereunder exceeds $25,000 in the aggregate, after which the Party may make an Indemnification Claim for the entire amount of Damages (including the first $25,000).

(b) In no event may the CytRx Representative on behalf of CytRx recover Damages under this Article VIII in excess of the Secondary Merger Consideration.

(c) In no event may the GGC Shareholder Representative on behalf of GGC and the GGC Escrowees recover Damages under this Article VIII in excess of the number of shares of CytRx Common Stock comprising the Secondary Merger Consideration at the Effective Time.

(a) All Damages recovered under this Article VIII shall be recovered in shares of CytRx Common Stock as set forth below. Although Indemnification Claims may be delivered at any time prior to the applicable Indemnification Expiration Date (subject to Section 8.4 above), no recovery of Damages shall be made by either party hereto until the first business day after the first anniversary date of the Effective Time (the "Recovery Date"). Upon the Recovery Date, or if any Indemnification Claim is still pending on the Recovery Date, on the first business day after final resolution of all pending Indemnification Claim(s), the parties shall add the aggregate amount of Damages recoverable by each party pursuant to Indemnification Claims properly made and resolved under this Article VIII (each a "Recoverable Amount"). The Party with the greater Recoverable Amount shall be entitled to recover an amount equal to the excess of such Party's Recoverable Amount minus the other Party's Recoverable Amount (the "Final Recoverable Amount").

(b) If CytRx has a greater Recoverable Amount on the Recovery Date, CytRx shall, in accordance with the Escrow Agreement, cancel a number of shares of CytRx Common Stock included in the Secondary Merger Consideration that when multiplied by the Average Closing Price equals the Final Recoverable Amount. For purposes of this Section 8.5(b), all fractional shares shall be rounded up to the nearest whole share. The remaining shares of CytRx Common Stock included in the Secondary Merger Consideration held in escrow, if any, shall be distributed to the GGC Escrowees in accordance with the Escrow Agreement.

(a) CytRx and the CytRx Representative are entitled to rely upon all actions taken and documents provided by the GGC Shareholder Representative as the actions of GGC and the GGC Escrowees and neither CytRx nor the CytRx Representative shall have any liability or obligation to GGC or the GGC Escrowees other than as provided in this Article VIII.

(b) GGC and the GGC Shareholder Representative are entitled to rely upon all actions taken and documents provided by the CytRx Representative as the actions of CytRx and neither GGC nor the GGC Shareholder Representative shall have any liability or obligation to CytRx other than as provided in this Article VIII.

ARTICLE IX

GENERAL PROVISIONS

(a) if to CytRx or Merger Sub, to:

CytRx Corporation
154 Technology Parkway
Suite 200
Norcross, Georgia 30092
Attention: Chief Executive Officer Facsimile: (770) 368-0622

With a copy to:

Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street Atlanta, Georgia 30309
Attention: Steven L. Pottle Facsimile: (404) 881-7777

(b) if to the CytRx Representative, to:

Jack J. Luchese
3915 River Hollow Run
Duluth, Georgia 30092

With a copy to:

Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street Atlanta, Georgia 30309
Attention: Steven L. Pottle Facsimile: (404) 881-7777

(c) if to GGC, to:

GGC
11726 San Vicente Boulevard

Suite 650
Los Angeles, California 90049 Attention: ____________
Facsimile: (310) 826-5529

With a copy to:

Wasserman, Comden, Casselman & Pearson LLP 11755 Wilshire Boulevard
Suite 1230
Los Angeles, California 90025 Attention: Jeffrey L. Davidson and/or Clifford Pearson Facsimile: (310) 473-0158

(d) if to the GGC Shareholder Representative, to:

Steven A. Kriegsman
c/o Kriegsman Capital Group LLC 11726 San Vicente Blvd., Suite 650 Los Angeles, California 90049 Facsimile: (310) 826-5529

With a copy to:

Wasserman, Comden, Casselman & Pearson LLP 11755 Wilshire Boulevard
Suite 1230
Los Angeles, California 90025 Attention: Jeffrey L. Davidson and/or Clifford Pearson Facsimile: (310) 473-0158

(a) For purposes of this Agreement:

"Affiliate" of a Person means: (i) any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person; (ii) any officer, director, partner, employer, or direct or indirect beneficial owner of any 10% or greater equity or voting interest of such Person; or (iii) any other Person for which a Person described in clause (ii) acts in any such capacity.

"Assets" of a Person means all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person's business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.

"Blizzard" means Blizzard Genomics, Inc.

"Consent" means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any Contract, Law, Order, or Permit.

"Contract" means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, Assets or business.

"CytRx Common Stock" means the $0.001 par value common stock of CytRx.

"CytRx Entities" means, collectively, CytRx and all CytRx Subsidiaries.

"CytRx Rights" means the Equity Rights issued pursuant to the CytRx Rights Agreement.

"CytRx Rights Agreement" means that certain Shareholder Protection Rights Agreement, dated April 16, 1997, between CytRx and American Stock Transfer and Trust Company as Rights Agent.

"Damages" means all past, present and future demands, claims, suits, actions or causes of action, assessments, losses, damages, liabilities, fines, judgments, costs and expenses, including interest, penalties and reasonable attorneys' and consultants' fees, disbursements and expenses.

"Default" means (i) any breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit, or
(iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any Contract, Law, Order, or Permit, where, in any such event, such Default is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GGC or CytRx, as applicable.

"Designated GGC Shareholders" means the following holders of Shares, who in the aggregate own a majority of the voting interests of GGC:
Steven A. Kriegsman, Corporate Consulting International Group, Michael R. Hayden, Clifford H. Pearson, Steve K. Wasserman, David B. Casselman, Leonard J. Comden, Leonard Ruiz, Jr., Elliott J. Cody and Wasserman, Comden, Casselman & Pearson LLP.

"DGCL" means the Delaware General Corporation Law.

"Employee Benefit Plan" means each pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, share purchase, severance pay, vacation, bonus, retention, change in control or other incentive plan, medical, vision, dental or other health plan, any life insurance plan, flexible spending account, cafeteria plan, vacation, holiday, disability or any other employee benefit plan or fringe benefit plan, including any "employee benefit plan," as that term is defined in Section 3(3) of ERISA and any other plan, fund, policy, program, practice, custom understanding or arrangement providing compensation or other benefits, whether or not such Employee Benefit Plan is or is intended to be (i) covered or qualified under the Code, ERISA or any other applicable Law, (ii) written or oral, (iii) funded or unfunded, (iv) actual or contingent or (v) arrived at through collective bargaining or otherwise.

"Environmental Laws" means all Laws relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface, or subsurface strata) including the Comprehensive Environmental Response

Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), and other Laws relating to emissions, discharges, releases, or threatened releases of any Hazardous Material, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of any Hazardous Material.

"Equity Rights" means all arrangements, calls, commitments, Contracts, options, rights to subscribe to, scrip, understandings, warrants, or other binding obligations of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of a Person or by which a Person is or may be bound to issue additional shares of its capital stock or other Equity Rights.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means any entity which together with a GGC Entity would be treated as a single employer under Code Section 414.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GGC Entities" means, collectively, GGC, all GGC Subsidiaries and Blizzard.

"GGC Escrowees" means the holders of Shares who surrender Certificates for Shares in the Merger and receive Merger Consideration, but shall not include any holder of Shares who exercised his/her appraisal rights under the CCC and received consideration for his/her Dissenting Shares in accordance with the CCC.

"GGC Shareholders Meeting" means the meeting of the holders of the Shares that has been called by GGC to vote on whether to approve the Merger.

"Hazardous Material" means (i) any hazardous substance, hazardous material, hazardous waste, regulated substance, or toxic substance (as those terms are defined by any applicable Environmental Laws) and (ii) any chemicals, pollutants, contaminants, petroleum, petroleum products, or oil, asbestos-containing materials and any polychlorinated biphenyls.

"Intellectual Property" means copyrights, patents, trademarks, service marks, service names, trade names, domain names, together with all goodwill associated therewith, registrations and applications therefor, technology rights and licenses, computer software (including any source or object codes therefor or documentation relating thereto), trade secrets, franchises, know-how, inventions, and other intellectual property rights.

"Knowledge" as used with respect to any Party means the actual knowledge of such Party's chairman, president, chief financial officer, treasurer or any senior, executive or other vice president or any other executive officer of such party. In addition, with respect to GGC, "Knowledge" shall also include the actual knowledge of Steven A. Kriegsman, Elliott J. Cody and Leonard Ruiz, Jr.

"Law" means any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its Assets, Liabilities, or business, including those promulgated, interpreted or enforced by any Regulatory Authority.

"Liability" means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.

"Lien" means any conditional sale agreement, default of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge, or claim of any nature whatsoever of, on, or with respect to any property or property interest, other than (i) Liens for current property Taxes not yet due and payable, and (ii) Liens which do not materially impair the use of or title to the Assets subject to such Lien.

"Litigation" means any action, arbitration, cause of action, lawsuit, claim, complaint, criminal prosecution, governmental or other examination or investigation, audit (other than regular audits of financial statements by outside auditors), compliance review, inspection, hearing, administrative or other proceeding relating to or affecting a Party, its business, its records, its policies, its practices, its compliance with Law, its actions, its Assets (including Contracts related to it), or the transactions contemplated by this Agreement.

"Material" or "material" for purposes of this Agreement shall be determined in light of the facts and circumstances of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine materiality in that instance.

"Material Adverse Effect" means:

(i) with respect to CytRx, an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material adverse impact on (1) the financial position, business, or results of operations of CytRx and its Subsidiaries, taken as a whole, or (2) the ability of CytRx to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided that "Material Adverse Effect" with respect to CytRx shall not be deemed to include the impact of (A) changes in Laws of general applicability or interpretations thereof by courts or governmental authorities, (B) changes in generally accepted accounting principles, (C) actions and omissions of CytRx (or any of its Subsidiaries) taken with the prior informed written Consent of GGC in contemplation of the transactions contemplated hereby, (D) the direct effects of compliance with this Agreement on the operating performance of CytRx, including expenses incurred by CytRx in consummating the transactions contemplated by this Agreement, (E) effects demonstrably shown to have been proximately caused by the public announcement of, and the response or reaction of customers, vendors, licensors, licensees, investors or employees of CytRx to, this Agreement or any of the transactions contemplated by this Agreement, (F) failure of CytRx to meet the revenue or earnings predictions of equity analysts (as reflected in the First Call consensus estimate), or

any other published revenue or earnings predictions or expectations, for any period ending on or after the date of this Agreement, (G) changes in the market price or trading volume of CytRx Common Stock, or (H) delisting of CytRx Common Stock from the Nasdaq National Market; and

(ii) with respect to GGC, an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material adverse impact on (1) the financial position, business, or results of operations of GGC and its Subsidiaries, taken as a whole, or (2) the ability of GGC to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided that "Material Adverse Effect" with respect to GGC shall not be deemed to include the impact of (A) changes in Laws of general applicability or interpretations thereof by courts or governmental authorities, (B) actions and omissions of GGC (or any of its Subsidiaries) taken with the prior informed written Consent of CytRx in contemplation of the transactions contemplated hereby, or (C) the direct effects of compliance with this Agreement on the operating performance of GGC, including expenses incurred by GGC in consummating the transactions contemplated by this Agreement.

"Operating Property" means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

"Order" means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any federal, state, local or foreign or other court, arbitrator, mediator, tribunal, administrative agency, or Regulatory Authority.

                  "Party" means either any of GGC, Merger Sub or CytRx, and
"Parties" means GGC, Merger Sub and CytRx.

                  "Permit" means any federal, state, local, and foreign

governmental approval, authorization, certificate, easement, filing, franchise, license, notice, permit, or right to which any Person is a party or that is or may be binding upon or inure to the benefit of any Person or its securities, Assets, or business.

"Person" means a natural person or any legal, commercial or Regulatory Authority, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or any person acting in a representative capacity

"Regulatory Authorities" means, collectively, the SEC, the Nasdaq National Market, and all other federal, state, county, local or other governmental or regulatory agencies, authorities (including taxing and self-regulatory authorities), instrumentalities, commissions, boards or bodies having jurisdiction over the Parties and their respective Subsidiaries.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Laws" means the Securities Act, the Exchange Act, the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, and the rules and regulations of any Regulatory Authority promulgated thereunder.

"Subsidiary" means all those corporations, associations, or other business entities of which the entity in question either (i) owns or controls 50% or more of the outstanding equity securities either directly or through an unbroken chain of entities as to each of which 50% or more of the outstanding equity securities is owned directly or indirectly by its parent (provided, there shall not be included any such entity the equity securities of which are owned or controlled in a fiduciary capacity), (ii) in the case of partnerships, serves as a general partner, (iii) in the case of a limited liability company, serves as a managing member, or (iv) otherwise has the ability to elect a majority of the directors, trustees or managing members thereof.

"Tax" or "Taxes" means any federal, state, county, local, or foreign taxes, charges, fees, levies, imposts, duties, or other assessments, including income, gross receipts, excise, employment, sales, use, transfer, recording license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental, federal highway use, commercial rent, customs duties, capital stock, paid-up capital, profits, withholding, Social Security, single business and unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by the United States or any state, county, local or foreign government or subdivision or agency thereof, including any interest, penalties, and additions imposed thereon or with respect thereto.

"Tax Return" means any report, return, information return, or other information required to be supplied to a Regulatory Authority in connection with Taxes, including any return of an affiliated or combined or unitary group that includes a Party or its Subsidiaries.

(b) Any accounting term that is used in the context of describing or referring to an accounting concept and that is not specifically defined herein shall be construed in accordance with GAAP.

hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement, other than (i) as provided in
Section 5.5 hereto, (ii) with respect to Eligible CytRx Directors regarding Sections 5.12, 5.14, 9.12 and 9.13, (iii) with respect to the CytRx Representative regarding Sections 5.14 and Article VIII and (iv) with respect to the GGC Shareholder Representative regarding Sections 5.13 and Article VIII.

9.6 [INTENTIONALLY OMITTED]

provided, that after any such approval by the holders of CytRx Common Stock, the provisions of this Agreement relating to the manner or basis in which shares of GGC capital stock will be exchanged for shares of CytRx Common Stock shall not be amended after the CytRx Stockholders' Meeting in a manner adverse to the holders of CytRx Common Stock without any requisite approval of the holders of the issued and outstanding shares of CytRx Common Stock entitled to vote thereon. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto. Notwithstanding any of the above, after the Effective Time, CytRx may not amend this Agreement (including this provision) or take any actions inconsistent with this Agreement, unless a majority of the Eligible CytRx Directors then serving on the CytRx board of directors approves in advance of such amendment or action.

IN WITNESS WHEREOF, CytRx, Merger Sub and GGC have caused this Agreement, to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

CYTRX CORPORATION GLOBAL GENOMICS CAPITAL, INC.

By:   /s/ Jack J. Luchese            By:    /s/ Steven A. Kriegsman
     ------------------------             ---------------------------------



Name:   Jack J. Luchese              Name:   Steven A. Kriegsman
       ----------------------               -------------------------------

Title:   President & CEO             Title:   Chairman
        ---------------------                ------------------------------





GGC MERGER CORPORATION

By:   /s/ Jack J. Luchese
     ------------------------

Name:   Jack J. Luchese
       ----------------------



Title:   President & CEO
        ---------------------