ITEM 1.01 Entry into a Material Definitive Agreement.

On October 12, 2009, we entered into an employment agreement with Daniel Levitt, MD, PhD, under which we agreed to employ Dr. Levitt through December 31, 2010 as our Chief Medical Officer. In connection with entering into the employment agreement, we granted Dr. Levitt a ten-year non-qualified stock option under our 2000 Long-Term Incentive Plan to purchase up to 500,000 shares of our common stock at an exercise price of $1.06 per share, which equaled the market price of our common stock on October 12, 2009 as reported in The NASDAQ Stock Market. The option will vest ratably in 36 equal monthly installments commencing on the first monthly anniversary of the grant date and continuing on each successive monthly anniversary of the grant date until the option becomes fully vested, subject to Dr. Levitt remaining in our continuous employ through such monthly vesting periods.

Under his employment agreement, Dr. Levitt is entitled to a base annual salary of $375,000. Dr. Levitt also is eligible to receive an annual bonus for 2010 of not less than 25% of his base salary at the time the bonus is paid. In the event we terminate Dr. Levitt's employment without "cause" (as defined in his employment agreement), we agree to pay him a lump-sum severance amount equal to six months' base annual salary under his employment agreement.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits

The following exhibit is filed as part of this report:

99.1 CytRx Corporation press release dated October 13, 2009.

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