by and between
RXI PHARMACEUTICALS CORPORATION
January 8, 2007
Form of Bill of Sale
Form of Assignment and Assumption Agreement
Registration Rights Terms
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 .”
A. CytRx has assisted in the formation of RXi for the purpose of carrying out the RXi Business (as defined
B. CytRx desires to transfer to RXi certain technology, contractual rights and obligations and intellectual property
rights relating to or useful for the conduct of the RXi Business, and RXi desires to obtain such technology,
contractual rights and obligations and intellectual property rights.
C. The Parties intend for the transactions contemplated by this Agreement to qualify as a contribution pursuant to
Section 351 of the Code (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CytRx and RXi agree as
All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth
1.1. “Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the Person of which such Person is deemed an Affiliate.
“Control” (and, with correlative meanings, the terms “controlled by” and “under common control with”) shall
mean the possession of the power to direct or cause the direct