0000950123-12-002130 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 7th, 2012 • RXi Pharmaceuticals Corp • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________________ ___, 2012 between RXi Pharmaceuticals Corporation, a Delaware corporation having its principal place of business at 60 Prescott Street, Worcester, MA 01605 (the “Company”), and __________________ (“Indemnitee”).

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Text Marked By [* * *] Has Been Omitted Pursuant To A Request For Confidential Treatment And Was Filed Separately With The Securities And Exchange Commission. NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • February 7th, 2012 • 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.

OMNIBUS AMENDMENT
Omnibus Amendment • February 7th, 2012 • RXi Pharmaceuticals Corp • Pharmaceutical preparations

This OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of February 6, 2012, by and among Tang Capital Partners, LP, RTW Investments, LLC, Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and RXi Pharmaceuticals Corporation (formerly RNCS, Inc.).

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