EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 55 Lake Avenue North, Worcester, MA 01655, and CytRx Corporation (“Company”), a Delaware corporation having an address of 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of January 10, 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Worcester campus, and RXi Pharmaceuticals Corporation (“Company”), a Delaware corporation.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • 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”).
RXI PHARMACEUTICALS CORPORATION SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Scientific Advisory Board Agreement (the “Agreement”) dated as of February 26, 2007, is made by Michael P. Czech, Ph.D. (the “SAB Member”) and RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi” and together with the SAB Member, the “Parties”). The SAB Member is a faculty member at the University of Massachusetts.
CONTRIBUTION AGREEMENT by and between CYTRX CORPORATION and RXI PHARMACEUTICALS CORPORATION January 8, 2007Contribution Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • 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.”
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of January 10, 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Worcester campus, and, RXi Pharmaceuticals Corporation (“Company”), a Delaware corporation.
LICENSE AGREEMENTLicense Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of May 18, 2006 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 333 South Street, Suite 400, Shrewsbury, MA 01545, and CytRx Corporation (“Company”), a Delaware corporation having an address of 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 55 Lake Avenue North, Worcester, MA 01655 and CytRx Corporation (“Company”), a Delaware corporation having an address of 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.
RXi-CSHL LICENSE AGREEMENTLicense Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
This License Agreement is made and entered into effective as of March 15th, 2007 (the “Effective Date”), by and between Cold Spring Harbor Laboratory (hereafter “CSHL”), having an address of One Bungtown Road, Cold Spring Harbor, NY 11724 and RXi Pharmaceuticals Corp., (hereafter “Company”), having an address of One Innovation Drive, Worcester, MA, Massachusetts 01605.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • 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”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Amended and Restated License Agreement entered into as of September 15, 2003 and effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Medical School at the Worcester campus, having an address of 55 Lake Avenue North, Worcester, Massachusetts 01655 and, CytRx Corporation, (“Company”), a Delaware corporation, having an address of 11726 San Vicente Boulevard Suite 650, Los Angeles, California 90049.
CONTRIBUTION AGREEMENT between CYTRX CORPORATION and RXi PHARMACEUTICALS CORPORATION April 30, 2007Contribution Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • 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.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 55 Lake Avenue North, Worcester, MA 01655, and CytRx Corporation (“Company”), a Delaware corporation having an address of 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049.
DATED May 19, 2004 IMPERIAL COLLEGE INNOVATIONS LIMITED And IMPERIAL COLLEGE OF SCIENCE AND TECHNOLOGY And CYTRX CORPORATION PATENT LICENCE AGREEMENT Birmingham London Brussels Tel +44 (0)870 903 1000 Fax +44 (0)870 904 1099 mail@wragge.com www.wragge.comPatent Licence Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
[***] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 55 Lake Avenue North, Worcester, MA 01605, and CytRx Corporation (“Company”), a Delaware corporation having an address of11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049.
RXI PHARMACEUTICALS CORPORATION SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Scientific Advisory Board Agreement (the “Agreement”) dated as of February 26, 2007, is made by Gregory J. Hannon, Ph.D. (the “SAB Member”) and RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi” and together with the SAB Member, the “Parties”). The SAB Member is an investigator of the Howard Hughes Medical Institute (the “Institute”) at the Institute’s laboratory at Cold Spring Harbor Laboratory.
Tod Woolf, Ph.D. Chief Executive Officer RXi Pharmaceuticals Corporation 60 Prescott Street Worchester, MA 01605 Re: Reimbursement Agreement Dear Tod:Reimbursement Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
This letter sets forth the agreement (this “Agreement”) between CytRx Corporation (“CytRx”) and RXi Pharmaceuticals Corporation (“RXi”), each a Delaware corporation, with respect to certain fees and expenses incurred by the parties in connection with the following (collectively, the “Subject Work”): (i) preparation and filing by RXi with the Securities and Exchange Commission (“SEC”) of the Registration Statement on Form S-1 (Registration No. 333-147009), and all amendments thereto (as amended, the “Registration Statement”); (ii) responding to SEC comments on the Registration Statement; (iii) obtaining SEC effectiveness of the Registration Statement; (iv) preparing and amending a confidential treatment request covering documents filed as exhibits to the Registration Statement; (v) preparing and amending an application to have RXi’s common stock listed on Nasdaq; and (vi) the distribution of shares of RXi common stock pursuant to the Registration Statement.
SUBSCRIPTION AGREEMENT Common StockSubscription Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
