0000950137-08-010529 Sample Contracts

July 28, 2008
Contribution Agreement • August 11th, 2008 • Cytrx Corp • Biological products, (no disgnostic substances)

This letter will serve to amend in certain respects set forth below the Contribution Agreement, dated April 30, 2007 (the “Contribution Agreement”), between RXi Pharmaceuticals Corporation (“RXi”) and CytRx Corporation (“CytRx”). Unless otherwise defined herein, capitalized terms used in this letter, including Exhibit A hereto, shall have the meanings ascribed to them in the Contribution Agreement.

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July 28, 2008
Stockholders Agreement • August 11th, 2008 • Cytrx Corp • Biological products, (no disgnostic substances)

This letter will serve to amend in certain respects set forth below the Stockholders Agreement, dated February 15, 2007, among RXi Pharmaceuticals Corporation (“RXi”), CytRx Corporation (“CytRx”), and Michael P. Czech, Ph.D., Gregory J. Hannon, Ph.D., Craig C. Mello, Ph.D., and Tariq M. Rana, Ph.D. (the “Stockholders Agreement”). Unless otherwise defined herein, capitalized terms used in this letter, including Annex 1 hereto, shall have the meanings ascribed to them in the Stockholders Agreement.

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