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Biotech / Medical : IVPH -- INNOVIVE Pharmaceuticals

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From: sjemmeri6/9/2008 8:42:16 AM
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15:30 AM ET CytRx Corp Signs Definitive Agreement To Acquire Innovive Pharmaceuticals, Inc. >CYTRDow Jones

Transaction Summary

CytRx has agreed to acquire Innovive for total consideration of approximately $21.3 million plus the assumption of Innovive’s liabilities. The consideration has three components: 1) at the completion of the transaction, the holders of Innovive’s fully diluted shares of common stock will be entitled to receive in the aggregate $3.0 million in CytRx common stock valued at a price of $0.94 per share, determined as the volume weighted average price of CytRx common stock for the ten trading days immediately prior to the signing of the definitive agreement on Friday, June 6; 2) CytRx will assume Innovive liabilities and accrued expenses through the closing (as of today, current liabilities are approximately $3.7 million); and 3) CytRx will pay future performance-based milestone earn-outs to Innovive stockholders of up to approximately $18.3 million payable in cash or stock at CytRx’s discretion upon the satisfactory completion of specific sales milestones for Innovive product candidates.

The transaction is expected to close in the third quarter of 2008 subject to customary closing conditions including regulatory clearance, approval by stockholders representing a majority of Innovive shares outstanding, and effectiveness of the registration statement that CytRx will file with the U.S. Securities and Exchange Commission (SEC) relating to the CytRx common stock to be paid as consideration to Innovive’s stockholders.
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