0000950135-07-007105 Sample Contracts

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 19th, 2007 • 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.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 19th, 2007 • 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.

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NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • November 19th, 2007 • 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.

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LICENSE AGREEMENT
Umass Agreement • November 19th, 2007 • 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.

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INVENTION DISCLOSURE AGREEMENT
Invention Disclosure Agreement • November 19th, 2007 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts

This Agreement, effective as of the Effective Date, as defined below, is between the University of Massachusetts, as represented solely by the Medical School at its Worcester campus (the “Medical School”), a public institution of higher education of the Commonwealth of Massachusetts, and RXi Pharmaceuticals Corporation (“Company”), a Delaware corporation.

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NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • November 19th, 2007 • 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.

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RXi-CSHL LICENSE AGREEMENT
-CSHL License Agreement • November 19th, 2007 • 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.

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AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • November 19th, 2007 • 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.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 19th, 2007 • 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.

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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.com
Patent Licence Agreement • November 19th, 2007 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 19th, 2007 • 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.

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Contract
Rxi Pharmaceuticals Corp • November 19th, 2007 • Pharmaceutical preparations • Massachusetts

THIS LEASE is dated as of September 25, 2007, between the Landlord and the Tenant named below, and is of space in the Building described below.

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