0000950135-07-006451 Sample Contracts

CONTRIBUTION AGREEMENT by and between CYTRX CORPORATION and RXI PHARMACEUTICALS CORPORATION January 8, 2007
Contribution Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • New York

THIS CONTRIBUTION AGREEMENT is dated as of January 8, 2007 and is made by and between CytRx Corporation, a Delaware corporation (“CytRx”), and RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi”). CytRx and RXi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • Massachusetts

The Employment Agreement (the “Agreement”) is made and entered into as of March 7th, 2007 (the “Effective Date”) among RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi” or “Employer”), CytRx Corporation, a Delaware corporation (“CytRx”) and Pamela A. Pavco, an individual and resident of the State of Colorado (“Employee”).

CONTRIBUTION AGREEMENT between CYTRX CORPORATION and RXi PHARMACEUTICALS CORPORATION April 30, 2007
Contribution Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of April 30, 2007 and is made by and between CytRx Corporation, a Delaware corporation (“CytRx”), and RXi Pharmaceuticals Corporation, a Delaware corporation and majority-owned subsidiary of CytRx (“RXi”). CytRx and RXi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Office of Technology Management University of Massachusetts Medical School 333 South Street, Suite 400 Shrewsbury, MA 01545 Attention: Executive Director
Rxi Pharmaceuticals Corp • October 30th, 2007

Re: License Agreements between the University of Massachusetts (the “University”) and RXi Pharmaceuticals, Inc. (the “Company”) dated as of January 10, 2007 (the “License Agreements”)

EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • Massachusetts

This Employment Agreement (this “Agreement”) is made and entered into as of February 22, 2007 (“Effective Date”) by and between RXi Pharmaceuticals Corporation (“Employer”), a Delaware corporation and a majority owned subsidiary of CytRx Corporation, a Delaware corporation (“CytRx”), and Tod Woolf, an individual and resident of the Commonwealth of Massachusetts (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • Massachusetts

The Employment Agreement (the “Agreement”) is made and entered into as of June 25th, 2007 (the “Effective Date”) among RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi” or “Employer”) and Dmitry Samarsky, an individual and resident of the State of Colorado (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • Massachusetts

The Employment Agreement (the “Agreement”) is made and entered into as of August 28, 2007 (the “Effective Date”) by and between RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi” or “Employer”), and Stephen J. DiPalma, an individual and resident of the Commonwealth of Massachusetts (“Employee”).

January 8, 2007 Tod Woolf President RXi Pharmaceuticals Corporation One Innovation Drive Worcester, MA 01605 Re: Reimbursement of fees and expenses Dear Tod:
Letter Agreement • October 30th, 2007 • Rxi Pharmaceuticals Corp • California

This letter agreement (this “Agreement”) is between CytRx Corporation (“CytRx”) and RXi Pharmaceuticals Corporation (“RXi”), each a Delaware corporation, with respect to certain fees and expenses incurred by CytRx in connection with the anticipated (i) contribution by CytRx to RXi of certain RNAi-related assets, and (ii) either (a) the sale of RXi securities to one or more accredited investors in a single financing transaction or series of related financing transactions (a “RXi Offering”) or (b) the sale by CytRx of its securities and an subsequent investment by CytRx in RXi (a “CytRx Offering”, and, together with a RXi Offering, an “Offering”).

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