0001193125-13-103307 Sample Contracts

RXI PHARMACEUTICALS CORPORATION SCIENTIFIC ADVISORY AGREEMENT
Scientific Advisory Agreement • March 12th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations • Delaware

This Scientific Advisory Agreement (the “Agreement”) dated as of May 1, 2011, is made by Dr. George E. Peoples (the “Advisor”) and RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi” and together with the Advisor, the “Parties”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations • Oregon

The Employment Agreement (the “Agreement”) is made and entered into as of April 18, 2012 (the “Effective Date”) by and between Galena Biopharma, Inc., a Delaware corporation (the “Company”, or “Employer”), and Rosemary Mazanet, M.D., Ph.D., an individual and resident of the State of Conneticut (“Employee”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations

This Amendment No. 2 to Employment Agreement (this “Amendment”) is made as of March 11, 2013, by and between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), a Delaware corporation (“Employer”), and Mark W. Schwartz, Ph.D., an individual and resident of the State of California (“Employee”), with reference to the following facts:

LICENCE AND SUPPLY AGREEMENT by and between GALENA BIOPHARMA INC of 310 State Street, Suite 208, Lake Oswego, OR 97034, USA (“Galena”) and ABIC MARKETING LIMITED of Hateena 1, Industrial Park Hevel Modiin, POB 925, Shoham 60850, Israel (“Teva”)
Licence and Supply Agreement • March 12th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

WHEREAS Galena is in the process of developing the Product, as defined below, and the parties agree that in the event the Product is approved for marketing by the US Food and Drug Administration (“FDA”) and/or by the European Medicines Agency (“EMA”), Galena will be willing to provide Teva with the Registration Dossier in order to enable Teva and/or its Affiliates to obtain the required Marketing Authorization from the competent Regulatory Authorities and to promote, distribute, sell, market or otherwise commercialize the Product in the Territory subject to the terms and conditions of this Agreement;

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of March 11, 2013, by and between Galena Biopharma, Inc., a Delaware corporation (“Employer”), and Rosemary Mazanet, M.D., Ph. D., an individual and resident of the State of Connecticut (“Employee”), with reference to the following facts:

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