Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
Form 10-K

(Mark One)	 	 	
þ	 	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the fiscal year ended December 31, 2009	
-OR-	
o	 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the transition period from          to          	

Commission File No. 001-33958
RXi PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
 	 	 	
Delaware	 	20-8099512	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
60 Prescott Street
Worcester, Massachusetts
 (Address of principal executive offices)	 	01605
 (Zip Code)	

Registrant’s telephone number, including area code:
(508) 767-3861
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class	 	Name of Exchange on Which Registered	
Common Stock, $0.0001 Par Value Per Share	 	NASDAQ Capital Market	

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o      No  þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o      No  þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ      No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes  o      No  þ
 
Indicate by check mark whether the registrant has submitted electronically and posted on it corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter time that the registrant was required to submit and post such files).  Yes  o      No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o	 	Accelerated filer  o	 	Non-accelerated filer  o
(Do not check if a smaller reporting company)	 	Smaller reporting company  þ	

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o      No  þ
 
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant, based on the last sale price of the registrant’s Common Stock at the close of business on June 30, 2009, was $34,131,897.
 
As of March 29, 2010, the registrant had 18,281,125 shares of Common Stock, $0.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
 
Portions of the registrant’s definitive proxy statement for its 2010 annual meeting of stockholders, to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2009, are incorporated by reference into this Form 10-K.

 

RXi PHARMACEUTICALS CORPORATION
 
FORM 10-K — FISCAL YEAR ENDED DECEMBER 31, 2009
 
Table of Contents

 	 	 	 	Page	
Item No.	 	Description	 	Number	
 		
PART I	
 	Item 1.	 	 	Business	 	 	1	 	
 	Item 1A.	 	 	Risk Factors	 	 	18	 	
 	Item 1B.	 	 	Unresolved Staff Comments	 	 	32	 	
 	Item 2.	 	 	Properties	 	 	32	 	
 	Item 3.	 	 	Legal Proceedings	 	 	32	 	
 	Item 4.	 	 	Reserved	 	 	32	 	
 	
PART II	
 	Item 5.	 	 	Market for Registrant’s Common Equity and Related Stockholder Matters	 	 	32	 	
 	Item 6.	 	 	Selected Financial Data	 	 	34	 	
 	Item 7.	 	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	 	34	 	
 	Item 7A.	 	 	Quantitative and Qualitative Disclosures about Market Risk	 	 	44	 	
 	Item 8.	 	 	Financial Statements and Supplementary Data	 	 	45	 	
 	Item 9.	 	 	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	 	 	72	 	
 	Item 9A(T).	 	 	Controls and Procedures	 	 	72	 	
 	Item 9B.	 	 	Other Information	 	 	72	 	
 	
PART III	
 	Item 10.	 	 	Directors and Executive Officers of the Registrant	 	 	73	 	
 	Item 11.	 	 	Executive Compensation	 	 	73	 	
 	Item 12.	 	 	Security Ownership of Certain Beneficial Owners	 	 	73	 	
 	Item 13.	 	 	Certain Relationships, Related Transactions and Director Independence	 	 	73	 	
 	Item 14.	 	 	Principal Accountant Fees and Services	 	 	73	 	
 	
PART IV	
 	Item 15.	 	 	Exhibits, Financial Statement Schedules	 	 	73	 	
Signatures	 	 	74	 	
  EX-10.27	
  EX-10.28	
  EX-23.1	
  EX-31.1	
  EX-31.2	
  EX-32.1	

All references in this Form 10-K to “RXi,” the “Company,” “we,” “us,” or “our” mean RXi Pharmaceuticals Corporation, unless we state otherwise or the context otherwise requires.

i

Table of Contents
 
PART I

ITEM 1.   	BUSINESS	
 
Overview
 
We were incorporated as Argonaut Pharmaceuticals, Inc. in Delaware on April 3, 2006, changed our name to RXi Pharmaceuticals Corporation on November 28, 2006, and began operations in January 2007. We are a discovery-stage biopharmaceutical company pursuing proprietary therapeutics based on RNA interference, or “RNAi”, a naturally occurring cellular mechanism that has the potential to effectively and selectively interfere with, or “silence”, expression of targeted disease-associated genes. It is widely accepted by the scientific community that this specific silencing can be used to potentially treat human diseases by “turning off” genes that lead to disease. While no therapeutic RNAi products have been approved for marketing to date, there has been significant growth in the field of RNAi development and potential therapeutic applications in this field. This growth is driven by the potential ability to use RNAi to rapidly develop lead compounds that specifically and selectively inhibit a target gene, many of which are undruggable by other modalities.
 
By utilizing our expertise in RNAi and the comprehensive RNAi therapeutic platform that we have established, we believe we will be able to discover and develop lead compounds and progress them into and through clinical development for potential commercialization more efficiently than traditional drug development approaches.
 
Our proprietary therapeutic platform is comprised of two main components:

 	• 	Novel RNAi Compounds, referred to as rxRNA tm compounds, that are distinct from, and we believe convey significant advantages over classic siRNA (conventionally-designed “small interfering RNA” compounds), and offer many of the properties that we believe are important to the clinical development of RNAi-based drugs. We have developed a number of unique forms of rxRNA compounds, all of which have been shown in our testing to be highly potent both in vitro and in vivo . These RNAi compounds include rxRNA ori tm , rxRNAsolo tm and sd -rxRNA tm , or “self delivering” RNA. Based on our research, we believe that these different, novel siRNA configurations have various advantages for therapeutic use. These advantages include high potency, increased resistance to nucleases and off-target effects, and in the case of the sd -rxRNA compounds, access to cells and tissues with no additional formulation required.	
 		
 	• 	Advanced Delivery Technologies that may enable the delivery of our rxRNA compounds to treat a variety of acute and chronic diseases using both local and systemic approaches, potentially providing a competitive advantage in the development of many RNAi therapeutic compounds. Our suite of delivery technologies is comprised of delivery vehicles, which can be combined with various rxRNA compounds, as well as sd -rxRNA compounds, which are chemically modified and have the unique property of entering cells and tissues to effect silencing without the need for any additional delivery vehicle. This suite of delivery technologies has broad potential applications for multiple therapeutic areas targeting both local and systemic applications.	

 	• 	Local Applications.   An area of application of the RXi therapeutic platform which uses rxRNA compounds to target genes expressed in tissues that can be silenced by direct, local delivery. The numerous diseases common to tissues accessible by local delivery represent significant unmet medical needs and large market opportunities. Most of our initial targets are validated gene targets relevant in important biological pathways and are implicated in multiple diseases enabling us to leverage these targets and associated compounds across a broad array of therapeutic areas.	
 		
 	• 	Systemic Applications.   We have active internal efforts to advance our therapeutic platform to optimize robust systemic delivery to various tissues and organs of the body. In some cases, such as in targeting a treatment to the liver, the optimal route of administration is by systemic delivery. Efforts to improve the systemic delivery of RNAi compounds are currently ongoing, and these efforts are supported by internal activities targeting a gene thought to be responsible for elevated cholesterol. We have also in-licensed intellectual property developed by Dr. Michael Czech (one of our scientific	

1

Table of Contents

			
 		co-founders and scientific advisory board members) on genes that appear to be important regulators of metabolism, and continue to develop and validate this approach with these other potential target genes.	
 
We intend to use our RNAi therapeutic platform and our expertise in RNAi to identify lead compounds against multiple target genes, and advance them towards pre-clinical and clinical development in therapeutic areas that address broad unmet medical needs, in both acute and chronic settings. There are many well-studied genes that have been associated with numerous diseases but have been difficult to target with conventional medicinal chemistry or traditional modalities involving both large and small molecules. We believe RNAi technology may play an important role in targeting these genes and potentially treating the related diseases and disorders. We plan to pursue select disease areas with the goal of creating multiple clinical development program opportunities, either independently or with partners through various collaborations and partnerships with academic institutions or pharmaceutical or biotechnology companies.
 
We believe that we have created and established a strong intellectual property portfolio. We have secured exclusive and nonexclusive licenses from both academic institutions and commercial entities to certain issued and pending patents and patent applications covering RNAi technologies in the following three categories: (i) therapeutic targets, (ii) chemistry and configurations of RNAi compounds and (iii) formulation and delivery of RNAi compounds. We have also filed patents based on our internal discoveries in the each of the areas mentioned above, which should enable us to further strengthen our intellectual property portfolio.
 
Our founding scientists recognized that the key to therapeutic success with RNAi lies in delivering intact RNAi compounds to the target tissue and the interior of the target cells. To accomplish this, we are developing a comprehensive platform that includes local, systemic and oral delivery approaches that give rise to target silencing after RNAi compound administration. We work with chemically synthesized RNAi compounds that we believe are optimized for stability and efficacy. We endow these compounds with favorable delivery profiles and properties either by covalent chemical modification or combination with appropriate formulations to achieve optimal delivery to specific target tissues.
 
We have an accomplished business team which includes Noah D. Beerman, MBA, President & CEO, Konstantinos Andrikopoulos, Ph.D., J.D., VP, Legal Counsel & Chief IP Counsel, Ramani Varanasi, MS, MBA, VP Business Development, Dmitry Samarsky, Ph.D., VP Technology Development, Amy B. Tata, CPA, Chief Accounting Officer, Joanne Kamens, Ph.D., Senior Director of Research Collaborations, and Donna Falcetti, MBA, Director of Operations. We have an accomplished scientific team which includes Anastasia Khvorova, Ph.D., Chief Scientific Officer, Pamela Pavco, Ph.D., VP Pharmaceutical Development, Lyn Libertine, M.D., Director of Pharmacology, and Kevin Fettes, Ph.D., Director of Chemistry.
 
We have an accomplished Scientific Advisory Board (“SAB”) which includes Craig C. Mello, Ph.D., the Chairman of the SAB, Gregory Hannon, Ph.D., Michael Czech, Ph.D., Victor Ambros, Ph.D., Nassim Usman, Ph.D. and Tod Woolf, Ph.D. (our former Chief Executive Officer), together known as the SAB members. SAB members participate in scientific planning meetings which are typically held every three to six months. During such meetings, our management team and SAB members review the progress of our research and licensing efforts and provide technological input, including suggestions for new experiments, suggestions regarding the therapeutic relevance of target genes and suggestions regarding new technologies we may want to consider licensing and/or developing internally. Further, certain of our SAB members periodically assist us in business-related activities, such as discussions with potential strategic partners and introductions to potential key consultants and collaborators.
 
We were formed in 2006 by CytRx Corporation (Nasdaq: CYTR) and four prominent RNAi researchers, including Dr. Craig Mello, who was awarded the 2006 Nobel Prize in Medicine for his co-discovery of RNAi. From 2003 through 2006, CytRx sponsored therapeutic RNAi research at the University of Massachusetts Medical School (“UMMS”) and Massachusetts General Hospital. We commenced operations in January 2007 after CytRx contributed to us its portfolio of RNAi therapeutic assets in exchange for approximately 7.04 million shares of our common stock. These assets consisted primarily of RNAi licenses and related intellectual property and a nominal amount of equipment.

2

Table of Contents

To date, our principal activities have consisted of conducting discovery research and pre-clinical development activities utilizing our RNAi therapeutic platform, acquiring RNAi technologies and patent rights through exclusive, co-exclusive and non-exclusive licenses, recruiting an RNAi-focused management and scientific/clinical advisory team, capital raising activities and conducting business development activities aimed at establishing research and development partnerships with pharmaceutical and biotechnology companies.
 
We have not generated revenue to date and may not generate product revenue in the foreseeable future, if ever. We expect to incur significant operating losses as we advance our product candidates through the drug development and regulatory process. In addition to increasing research and development expenses, we expect general and administrative costs to increase as we add personnel. We will need to generate significant revenues to achieve profitability and might never do so. In the absence of product revenues, our potential sources of operational funding are expected to be the proceeds from the sale of equity, funded research and development payments and payments received under partnership and collaborative agreements.
 
We had cash and cash equivalents of approximately $5.7 million as of December 31, 2009 and approximately $14.4 million as of March 31, 2010.
 
During 2009 and to date in 2010 we have entered into the following significant financing transactions:
 
On January 30, 2009, we entered into the Standby Equity Distribution Agreement (“SEDA”) with YA Global Master SPV Ltd. (“YA Global”), pursuant to which we may, at our option over a two-year period, ending on January 30, 2011, periodically sell to YA Global shares of our common stock, for a total purchase price of up to $25.0 million. To date we have not sold any shares under the SEDA.
 
On August 4, 2009, we closed registered direct financing in which we sold to certain investors 2,385,715 shares of our common stock at $3.50 per share and warrants to purchase 954,286 shares of our common stock and at an exercise price of $4.50 per share (the “2009 Offering”) resulting in approximately $7.8 million in net proceeds after deducting the placement agent fee and offering expenses.
 
On March 26, 2010 we closed a registered direct financing pursuant to which we sold to certain investors 2,700,000 shares of common stock at $6.00 per share and warrants to purchase 540,000 shares of common stock with an exercise price of $6.00 per share (the “2010 Offering”). The financing provided approximately $15.2 million in net proceeds to the Company after deducting the placement agent fee and offering expenses. Pursuant to a stock redemption agreement between us and CytRx Corporation dated March 22, 2010, we were required to use 25% of the net proceeds from the offering to repurchase from CytRx a number of shares of our common stock held by CytRx equal to 25% of the shares sold by us in the offering. We are also required to use 25% of the proceeds from the exercise of warrants issued in the offering to repurchase from CytRx a number of shares of our common stock held by CytRx equal to 25% of the shares issued upon the exercise of such warrants. As required by the agreement with CytRx, on March 29, 2010 we repurchased 675,000 shares of our common stock from CytRx for an aggregate price of approximately $3.8 million. We estimate that we will repurchase an additional 135,000 shares of our common stock from CytRx for an aggregate price of $0.8 million if all of the warrants issued in the Offering are exercised.
 
We have not generated any revenues since inception nor are any revenues expected for the foreseeable future. We expect to incur significant operating losses for the foreseeable future while we advance our future product candidates from discovery through pre-clinical studies and clinical trials and seek regulatory approval and potential commercialization, even if we are collaborating with other pharmaceutical and biotechnology companies. In addition to these increasing research and development expenses, we expect general and administrative costs to increase as we recruit additional management and administrative personnel.
 
We believe that our existing cash and cash equivalents should be sufficient to fund our operations through at least the first half of 2011. In addition, we also have available to us the SEDA which expires on January 30, 2011. In the future, we will be dependent on obtaining funding from third parties such as proceeds from the sale of equity, funded research and development payments and payments under partnership and collaborative agreements, in order to maintain our operations and meet our obligations to licensors. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to

3

Table of Contents

obtain additional funding when needed, we would be forced to scale back or terminate our operations or to seek to merge with or to be acquired by another company.
 
Our Competitive Strengths
 
We believe we are well positioned to compete successfully in the RNAi-based therapeutics market due to the following competitive strengths:

 	• 	Novel, proprietary technology platform with the potential to generate multiple RNAi therapeutic product opportunities, comprised of:	

 	• 	Our rxRNA compound platform that includes multiple distinct approaches all of which offer novelty and potential high potency; and	
 		
 	• 	Multiple delivery technologies, including self delivering RNAi approaches, which do not require a delivery vehicle and can be administered for various local and systemic applications.	

 	• 	Accomplished scientific and business team with significant experience in RNAi therapeutics and in building and managing emerging life sciences companies.	
 		
 	• 	Scientific advisors who are recognized leaders in RNAi research, including Dr. Craig Mello, recipient of the 2006 Nobel Prize in Medicine for co-discovering RNAi, and Dr. Victor Ambros, who was awarded the 2008 Albert Lasker Award for Basic Medical Research for his work leading to the groundbreaking discovery of the first microRNA (miRNA).	
 		
 	• 	Strong early intellectual property position covering	
 
• Novel approaches to RNAi chemistry and configuration,

 	• 	Proprietary, formulation and delivery of active RNAi compounds, and	
 
• Key therapeutic target genes.

 	• 	A focus on unmet medical needs and significant market opportunity.	
 
Introduction to the Field of RNAi Therapeutics
 
RNAi is a naturally-occurring phenomenon where short double-stranded RNA molecules interfere with the expression of targeted genes. RNAi technology takes advantage of this phenomenon and potentially allows us to effectively interfere with particular genes within living cells by designing RNA-derived molecules targeting those genes. RNAi is regarded as a significant advancement in the scientific community, as evidenced by the journal Science ’s selection of RNAi as the “Breakthrough of the Year” in 2002, and by the awarding of the 2006 Nobel Prize in Medicine to the co-discoverers of RNAi, including Dr. Craig Mello, an RXi founder and our SAB Chairman.
 
RNAi offers a novel approach to the drug development process because, as described below under “The RNAi Mechanism,” RNAi compounds can potentially be designed to target any one of the thousands of human genes, many of which are undruggable by other modalities. In contrast, an article published in the December 2005 edition of Drug Discovery Today by Andreas P. Russ and Stefan Lampel has demonstrated that only a subset of the proteins encoded in the human genetic code (human genome) are able to be targeted efficiently by traditional medicinal chemistry or antibody-based approaches. The specificity of RNA interference is achieved by an intrinsic well-understood biological mechanism based on designing the sequence of an RNAi compound to match the sequence of the targeted gene. The specificity of RNAi may be sufficient to permit therapeutic targeting of only a single gene and, importantly, may even selectively reduce or eliminate expression from a single abnormal copy of a gene while preserving expression from a normal copy (“allele-specific” targeting). This is critical in diseases such as cancer and neurodegenerative disorders that are often caused by abnormal copies of genes.

4

Table of Contents

The RNAi Mechanism
 
The genome is made of a double-strand of DNA (the double helix) that acts as an instruction manual for the production of the roughly 30,000 to 50,000 human proteins. Proteins are important molecules that allow cells and organisms to live and function. With rare exceptions, each cell in the human body has the entire complement of genes. However, only a subset of these genes directs the production of proteins in any particular cell type. For example, a muscle cell produces muscle-specific protein, whereas a skin cell does not.
 
In order for a gene to guide the production of a protein, it must first be copied into a single-stranded chemical messenger (messenger RNA or mRNA), which is then translated into protein. RNA interference is a naturally occurring process by which a particular messenger RNA can be destroyed before it is translated into protein. The process of RNAi can be artificially induced by introducing a small double-stranded fragment of RNA corresponding to a particular messenger RNA into a cell. A protein complex within the cell called RISC (RNA-Induced Silencing Complex) recognizes this double-stranded RNA fragment and splits the double-strands apart, retaining one strand in the RISC complex. The RISC then helps this guide strand of RNA bind to and destroy its corresponding cellular messenger RNA target. Thus, RNAi provides a method to potentially block the creation of the proteins that cause disease, as depicted in the following figure.
 
Figure 1 — Mechanism of RNA interference within a cell

 
Since gene expression controls most cellular processes, the ability to inhibit gene expression provides a potentially powerful tool to treat human diseases. Furthermore, since the human genome has already been decoded, and based on numerous gene-silencing reports, we believe that RNAi compounds can readily be designed to interfere with the expression of any specific gene. Based on our internal research and our review of certain scientific literature, we also believe that our RNAi platform may allow us to develop create therapeutics with significant potential advantages over traditional drug development methods, including:

 	• 	High specificity for targeted genes,	
 		
 	• 	High potency (low doses),	
 		
 	• 	Ability to interfere with the expression of potentially any gene,	
 		
 	• 	Accelerated generation of lead compounds, and	
 		
 	• 	Low toxicity, natural mechanism of action.	

5

Table of Contents

RXi’s RNAi Therapeutic Platform
 
RNAi Compound Design
 
RNAi compounds are made from a strand or strands of RNA that are manufactured by a nucleic acid synthesizer. The synthesizer is programmed to assemble a strand of RNA of a particular sequence using the four kinds of nucleotide units (Adenine (“A”), Uracil (“U”), Cytidine (“C”) and Guanosine (“G”)) that match a small segment of the targeted gene. The hallmark of an RNAi compound is that it has a double stranded region. The compounds can be of various lengths of nucleotide units (nt). As seen in Figure 2 below, the two strands can have overhangs (as shown on the far left), or they can have blunt ends (as shown in the middle and right). A single strand can form an RNAi compound by forming a structure referred to as a hairpin.
 
Figure 2 — Types of RNAi Compounds

 
The length and shape of the compound can affect the activity and hence the potency of the RNAi in cells. The first design of RNAi compounds to be pursued for development as a human therapeutic was a short double-stranded RNA that included at least one overhanging single-stranded region, known as small interfering RNA, or siRNA which we also refer to as classic siRNA and can be seen in Figure 2 above.
 
Figure 3 — First generation of RNAi pursued for human therapeutics: classic siRNA

 
In the case of classic siRNA, double-stranded RNA with single-stranded overhangs is used. The two strands comprising the RNA have bases that are complementary to each other in order to create double-stranded regions; that is, an “A” on one strand is paired with a “U” on the other, and a “C” on one strand is paired with a “G” on the other, creating double-stranded regions. The pairing holds the two strands together creating double-stranded RNA. The overhangs that are at the ends of the double-stranded RNA do not have a matching partner and thus these single-stranded bases in the overhang area are exposed to nucleases in the environment which can degrade the molecule. Classic siRNA therapeutics are about 19 to 23 base pairs long.
 
We believe that classic siRNAs have drawbacks that may limit the usefulness of those agents as human therapeutics, and that we may be able to utilize the technologies we have licensed and developed internally to optimize RNAi compounds for use as human therapeutic agents. It is the combination of the length, the nucleotide sequence, and the configuration of chemical modifications that are important for effective RNAi therapeutics. For example, the RNA can be chemically modified in a manner that reduces its sensitivity to nucleases, which are enzymes that attack and degrade RNA. Likewise, it is our expectation that removing the single-stranded overhang regions will be a way of reducing the rate of spurious degradation of the RNAi, as single-stranded RNA is more susceptible to degradation than double-stranded RNA. The length range of 19 to 23 nucleotides can also be varied to yield more potent RNAi compounds. Introducing “mismatches” in the

6

Table of Contents

double-stranded region, that is, discrete internal portions of the duplex region that do not form good base pairs between the two strands, also may be a useful way of improving the potency of the resulting RNA.
 
Depending on the delivery method selected, stabilizing RNAi compounds by chemical modification may be critical for RNAi activity in animal models and in humans. The stabilization may be necessary to protect the RNAi compounds from being degraded by enzymes that exist in bodily fluids. Many of our employees and SAB Members are accomplished in the field of chemically modified RNAi design. For example, Dr. Craig Mello, an expert in the field, is an inventor of the Fire-Mello seminal family of patents (“Fire-Mello”), which we have a license to, Dr. Tod Woolf, our former President and CEO, was a co-inventor of the Stealth tm RNAi brand of chemically modified RNAi compounds and Dr. Anastasia Khvorova, our Chief Scientific Officer, was a co-inventor of OnTarget Plus tm , siStable ® and Accell tm brands of chemically modified RNAi compounds. We will continue to employ their collective expertise to design chemically modified RNAi compounds. We have in-licensed technology on chemically stabilized RNAi compounds that will serve as a foundation for our chemical modification strategy.
 
Our internal research leads us to believe that next generation rxRNA compounds offer significant advantages over classic siRNA used by other companies developing RNAi therapeutics, highlighted by the following characteristics:

 	• 	Up to 100 times more active than classic siRNA,	
 		
 	• 	More resistant to nuclease degradation,	
 		
 	• 	Readily manufactured,	
 		
 	• 	Potentially more specific for the target gene,	
 		
 	• 	More reliable at blocking immune side effects than classic siRNA, and	
 		
 	• 	In the case of sd -rxRNA tm , the unique ability to be ‘self delivering’, without the need for any additional delivery vehicle.	
 
Based on our own research we have developed a variety of novel siRNA configurations with potential advantages for therapeutic use. The first of these has been termed rxRNA ori . This configuration has some similarities to classic siRNA in that it is composed of two, short RNA strands. We have found that by using a somewhat longer length (25 bp), removing the overhangs and using proprietary chemical modification patterns, we achieve a higher hit rate of very potent (picomolar potency) compounds in a given target sequence. These rxRNA ori compounds are modified to increase resistance to nucleases and to prevent off-target effects including induction of an immune response. These novel RNAi compounds are distinct from the siRNA compounds used by many other companies developing RNAi therapeutics in that they are designed specifically for therapeutic use and offer many of the properties that we believe are important to the clinical development of RNAi-based drugs.
 
The second novel configuration has been termed rxRNA solo to indicate the fact that it is composed of a single RNA oligonucleotide strand. This configuration also makes use of carefully placed and selected chemical modifications to introduce properties for therapeutic use as described above. Conventional shRNA (short hairpin RNA) and siRNA compounds with duplex regions of 19-27 nucleotides are efficient substrates for RNAi machinery in mammalian cells. Efficacy of single-stranded oligonucleotides is substantially lower (by 3-4 orders of magnitude). We have developed a single-oligo (27 nt long) construct with silencing potency equal to conventional RNAi triggers. These molecules are designed to have at least 16 bases complementary to the target mRNA and are then extended at the 3' end to allow efficient self annealing (dimerization). This new class of RNAi compounds has the potential to further reduce off-target effects and manufacturing costs and may thus offer additional advantages for use in research and therapeutic applications.
 
A third novel configuration has been called “ sd -rxRNA” to indicate its novel “self-delivering” properties which do not require additional delivery vehicles for efficient cellular uptake and RISC-mediated silencing. A combination of at least three characteristics is required for activity: 1) specific, proprietary chemical modifications, 2) a precise number of chemical modifications and 3) reduction in oligonucleotide content.

7

Table of Contents

Kineteic analyses of fluorescently-labeled compounds demonstrate that efficient cellular internalization is observed within minutes of exposure. These molecules are taken up efficiently and cause target gene silencing in diverse cell types (cell lines and primary cells). This novel class of RNAi compounds may afford a broad opportunity for therapeutic development.
 
Figure 4 — Classic and Novel RNAi Compound Configurations

8

Table of Contents

Delivery
 
Figure 5 — Principles and Challenges of RNAi in vivo Delivery

 
We believe both chemical modification and formulation of RNAi compounds may be utilized to develop RNA drugs suitable for therapeutic use. A series of delivery hurdles must be overcome to achieve in vivo efficacy: (1) delivery to the target tissue or organ (2) tissue penetration and distribution (3) crossing of the plasma membrane (4) intracellular trafficking to the RISC (RNAi machinery complex) (5) incorporation into and activation of the RISC. Different cell types and tissues may each require unique approaches. Three categories of tools currently exist: variation in administration route, selection of delivery vehicle, and chemical modification of the RNA compound. A combination of some or all of these is likely to be required for successful delivery.
 
The route by which an RNAi therapeutic is brought into contact with the body depends on the intended organ or tissue to be treated. Delivery routes can be simplified into two major categories: local (when a drug is delivered directly to the tissue of interest) or systemic (when a drug accesses the tissue of interest through the circulatory system). Local delivery may avoid some hurdles associated with systemic approaches such as circulation clearance and tissue extravasation (crossing the endothelial barrier from the blood stream). However, this approach can only be applied to a limited number of organs or tissues (e.g. skin, eye, lung, and potentially, the central nervous system).
 
RNAi delivery vehicles, a large and diverse group of particles (e.g. polymer-based particles, lipoplexes, other), can contribute in additional ways to successful delivery. Formulation can help prevent nuclease degradation, improve nucleotide retention in circulation and alter tissue and cell. In some cases, a formulation can result in more efficient cellular uptake and intracellular release.
 
RNA chemical modifications of the sd -rxRNA compounds, as described above, can include base, backbone and sugar modifications, as well as covalently bound moieties such as cholesterol, antibody fragments or peptides. Some of these modifications can be utilized to enhance stability, reduce immunogenicity, improve circulation properties (presumably through binding to blood transporter proteins), increase tissue access and improve uptake to cells and the RNAi machinery. A combination of chemical modifications, delivery vehicles or both might be dictated by the target organs/tissues and specific requirements for the therapeutic application, including the intended administration route.
 
Our founding scientists recognized that the key to therapeutic success with RNAi lies in delivering intact RNAi compounds to the target tissue and the interior of the target cells. To accomplish this, we have

9

Table of Contents

developed a comprehensive platform that includes local, systemic and oral delivery approaches. We work with chemically synthesized RNAi compounds that are optimized for stability and efficacy, and combine delivery at the site of action and formulation with delivery agents to achieve optimal delivery to specific target tissues.
 
Local Delivery
 
sd -rxRNA molecules have unique properties which improve tissue and cell uptake. Delivery of sd -rxRNA by a local route of administration may avoid hurdles associated with systemic approaches such as rapid clearance from the bloodstream and inefficient extravasation (e.g. crossing the endothelial barrier from the blood stream). We have studied sd -rxRNA molecules in a rat model of dermal delivery. Direct application of sd -rxRNA with no additional delivery vehicle to the skin (incision introduced) demonstrates that target gene silencing can be measured after topical delivery. Figure 6 illustrates that direct injection of sd -rxRNA into the dermis layers of the skin with no additional delivery vehicle resulted in efficient uptake and significant target gene silencing. The dose levels required for these direct injection methods are small and suitable for clinical development suggesting that local delivery indications will be very accessible with the sd -rxRNA technology platform. Target tissues that are potentially accessible for local delivery using sd -rxRNA compounds include lung, eye, skin, CNS, mucosal tissues, sites of inflammation, and tumors (direct administration).
 
Systemic Delivery
 
Systemic delivery occurs when a drug accesses the tissue of interest through the circulatory system. In some cases, such as in targeting a treatment to the liver, the optimal route of delivery may be by a systemic route. We have developed a portfolio of systemic delivery solutions utilizing our RNAi therapeutic platforms. One novel approach involves the use of sd -rxRNA compounds. The self-delivering technology introduces properties required for in vivo efficacy such as cell and tissue penetration and improved blood clearance and distribution properties. Systemic delivery of these compounds to mice has resulted in gene specific inhibition with no additional delivery vehicle required as shown in Figure 6 below . In addition, we have developed novel nanotransporter formulations to aid in transport of RNAi compounds to both liver and various other target tissues in the body. These nanotransporters are chemically synthesized molecules that form nanometer-sized particles when mixed with RNAi compounds and alter the clearance, distribution and tissue penetration properties of the RNAi compounds. Delivery of RNAi compounds to the liver might be critical for the treatment of many diseases and using rxRNA in conjunction with such delivery vehicles has enabled us to demonstrate gene specific inhibition at low doses in a mouse model after intravenous, systemic delivery. Target tissues that are potentially accessible using rxRNA compounds by systemic delivery include liver, lung, adipocytes, cardiomyocytes, bone marrow, sites of inflammation, tumors, vascular endothelium, and kidney.

10

Table of Contents

Figure 6: Data demonstrating in vivo gene silencing with sd-rxRNA in local and systemic settings

 
Oral Delivery
 
Most RNAi therapeutic products being developed today require recurring intravenous injections or other forms of administration which are not patient friendly. To address the desire for RNAi therapeutics with improved modes of administration, we are testing a novel formulation technology, Glucan Encapsulated RNAi Particles (GeRPs), that may allow our rxRNA compounds to be incorporated into orally administered pills. Early data to date suggest that the GeRP delivery system appears to be more potent than previous methods used for systemic delivery of RNAi therapeutics by intravenous injection. Additional studies will need to be conducted to clearly establish the flexibility of the GeRP system and to determine whether they can either be used to administer a single RNAi compound, multiple RNAi compounds, or could potentially allow co-delivery of RNAi, DNA, protein and small molecule combinations.
 
Therapeutic Programs and Markets
 
By utilizing our expertise in RNAi compound design and delivery, we intend to identify lead compounds for both tractable and intractable targets implicated in diseases that address broad unmet medical needs in both acute and chronic settings. The broad applicability of our RNAi therapeutic platform has the potential to enable delivery to various tissues in both a local and systemic setting. Target tissues that are potentially accessible using our rxRNA compounds in the context of a local delivery approach include lung, eye, skin, CNS, mucosal tissues, sites of inflammation, and tumors (locally). Similarly, target tissues that are potentially accessible using our rxRNA compounds in the context of a systemic delivery approach include liver, lung, adipocytes, cardiomyocytes, bone marrow, sites of inflammation, tumors, vascular endothelium, and kidney. We will continue to focus our efforts selecting targets to pursue internally, and as we identify relevant compounds, we intend to begin preclinical development in specific areas as appropriate.
 
Advancing RXi’s Therapeutic Pipeline
 
Table 1 below outlines our current therapeutic pipeline. Our local and systemic programs include a combination of internal development and collaborative efforts. As we focus our internal efforts on a manageable number of diseases areas, we intend to partner with other pharmaceutical and biotechnology companies in certain disease areas.

11

Table of Contents

Table 1:  Advancing RXi’s Therapeutic Pipeline:

 
Alliance Partners in Therapeutic Areas
 
We are actively seeking to leverage our technology platform by seeking to work with pharmaceutical and biotechnology partners in the partners’ fields of interest. Our team has experience targeting genes in virtually every major therapeutic area, and based on this experience, we believe we can discover more drug candidates by working with partners than we can develop with our own resources. We are seeking to work with partners in the discovery and development of rxRNA based drugs in a number of therapeutic areas.
 
Business Strategy
 
We intend to use our RNAi technology platform and expertise in RNAi to discover, develop and potentially commercialize RNA targeting therapeutics. The key elements of our business strategy are as follows:

 	• 	We are focused on the discovery, development and commercialization of a pipeline of RNA based therapeutics to address various diseases using our proprietary rxRNA compounds and delivery technologies. We have promising preliminary data with compounds in skin models and certain other disease areas and continue to pursue various research and development efforts to further validate and develop both the local and systemic delivery approaches using multiple in vivo model systems both internally as well as with academic, biotechnology and pharmaceutical partners.	
 		
 	• 	We intend to fund the initial development of a limited number of RNAi drug candidates with our own capital resources. We intend to develop drugs in these areas internally to establish significant value, at which point we may seek to partner them.	
 		
 	• 	We are seeking partnerships with pharmaceutical and biotechnology companies to leverage our intellectual property and expand our development pipeline. Such partnerships may include traditionally structured drug development and commercialization licenses, discovery and development collaborations, research and technology collaborations all of which could be focused on specific therapeutic areas, diseases and/or targets of interest to the partner, and intellectual property licenses.	
 		
 	• 	We intend to continue to develop and enhance our RNAi technology platform by expanding our intellectual property position in RNAi compound chemistry, delivery and target sequences through in-licensing and/or acquiring novel technologies through scientific collaborations as well as through internal innovation.	
 		
 	• 	We intend to develop future RNAi technology improvements through a combination of internal efforts as well as external technology focused collaborations and partnerships and believe we are well	

12

Table of Contents

			
 		positioned to do so. Our management and advisors have developed much of the core technology in the field of oligonucleotide therapeutics, and RNAi therapeutics more specifically.	

 	• 	As we make progress on compounds in our internal pipeline, we may consider seeking product oriented partnerships, to help advance our pre-clinical efforts and to leverage the expertise of pharmaceutical partners, who may have the development, manufacturing and commercial capabilities that will be important for further product advancement.	
 		
 	• 	We may also seek to collaborate with government and charitable institutions through grants and funded research for our development programs such as our collaboration with Dr. Czech and his colleagues at UMMS, which is funded in part by a grant from the Mass Life Sciences Center.	
 
Intellectual Property and Proprietary Rights
 
We actively seek protection for our proprietary information by means of United States and foreign patents, trademarks, and copyrights, as appropriate. In addition, we rely upon trade secret protection and contractual arrangements to protect certain of our proprietary information and products. We have pending patent applications that relate to potential drug targets, compounds we are developing to modulate those targets (described throughout herein as rxRNA), methods of making or using those compounds and proprietary elements of our drug discovery platform.
 
Much of our technology and many of our processes depend upon the knowledge, experience and skills of key scientific and technical personnel. To protect our rights to our proprietary know-how and technology, we require all employees, as well as our consultants and advisors when feasible, to enter into confidentiality agreements that require disclosure and assignment to us of ideas, developments, discoveries and inventions made by these employees, consultants and advisors in the course of their service to us.
 
We have also obtained rights to various patents and patent applications under licenses with third parties, which provide for the payment of milestones and royalties by us. The ultimate degree of patent protection that will be afforded to biotechnology products and processes, including ours, in the United States and in other important markets remains uncertain and is dependent upon the scope of protection decided upon by the patent offices, courts and lawmakers in these countries. There is no certainty that our existing patents or others, if obtained, will afford us substantial protection or commercial benefit. Similarly, there is no assurance that our pending patent applications or patent applications licensed from third parties will ultimately be granted as patents or that those patents that have been issued or are issued in the future will stand if they are challenged in court. We assess our license agreements on an ongoing basis, and may from time to time terminate licenses to technology that we do not intend to employ in our RNAi technology platform, or in our product discovery or development activities.
 
rxRNA Platform
 
We have 12 pending patent applications, 10 of which were filed as PCTs to date, encompassing what we believe to be important new compounds and their use as therapeutics in RNAi, chemical modifications of these and existing RNAi compounds that improve the compounds’ suitability for therapeutic uses (including delivery), and compounds directed to specific targets (that address specific disease states). Any patents that may issue from these pending patent applications will be set to expire between 2028 and 2031, not including any patent term extensions that may be afforded to the patents that encompass products (or processes for making or using the same) that are human drug products subject to regulation under the Federal Food, Drug and Cosmetic Act (and the equivalent provisions in foreign jurisdictions) for any delays incurred during the regulatory approval process of the drug product.
 
In-Licensed Technologies and License Agreements
 
We have also secured exclusive and non-exclusive rights to develop RNAi therapeutics by licensing key RNAi technologies and patent rights from third parties. These rights relate to chemistry and configurations of RNAi compounds, delivery technologies of RNAi compounds to cells, and therapeutic targets.

13

Table of Contents

Chemistry and Configurations of RNAi
 
We have a non-exclusive license to the Fire-Mello patent (US 6,506,559, set to expire in 2018) and related applications covering the use of double stranded RNA to induce gene silencing that describes RNAi products, compositions and therapeutic RNAi methods.
 
In addition, we have secured exclusive and co-exclusive rights to technologies, patents and pending patent applications directed to producing and delivering in vivo stable and potent RNAi therapeutics including those from TriLink Biotechnologies, Inc., Invitrogen IP Holdings, Inc. (now known as Life Technologies, Inc), and UMMS. See “License Agreements” below.
 
Delivery of RNAi Compounds to Cells
 
We have exclusive and non-exclusive licenses to technologies for the efficient delivery of RNAi therapeutics to cells in cell culture and/or in the intact organism. These technologies include but are not limited to:

 	• 	methods and compositions for the oral delivery of RNAi compounds that enable efficient therapeutic gene silencing in cells and animals, which is licensed for all therapeutic areas utilizing GeRPs; and	
 		
 	• 	methods and compositions using nanotransporters, for RNAi compound delivery which enable therapeutic gene silencing in cells and animals.	
 
Therapeutic Targets
 
In addition to our internally-developed proprietary compounds against a broad range of targets that can be utilized in multiple therapeutic areas, we have exclusive, co-exclusive and non exclusive licenses from UMMS covering therapeutic targets in the area of inflammatory diseases, amyotrophic lateral sclerosis or ALS diabetes and obesity from UMMS against which we may seek to develop therapeutics for in the future.
 
License Agreements
 
University of Massachusetts Medical School
 
Pursuant to the Contribution Agreement dated January 8, 2007, CytRx assigned to us its rights under four exclusive license agreements, one co-exclusive license agreement and one non-exclusive license agreement entered into between CytRx and UMMS which cover potential therapeutic applications for proprietary RNAi technology in the treatment of specified diseases. Additionally, CytRx assigned to us its rights under the Collaboration and Invention Disclosure Agreement entered into between CytRx and UMMS.
 
As consideration for the licenses and Collaboration and Invention Disclosure Agreement assigned to us by CytRx, we agreed to assume and be responsible for all of the liabilities and obligations to the extent that such liabilities and obligations relate to the assigned licenses and agreement, including all of CytRx’s payment, performance and other obligations under the assigned licenses and collaboration agreements.
 
In connection with the licenses entered into with UMMS that were assigned to us by CytRx, we have assumed the obligation to pay to UMMS annual license maintenance fees and certain additional amounts upon the attainment of certain specified product development milestones. These licenses will expire upon the expiration of all patents licensed under the licenses or ten years after the effective date of such license if no patents have been issued within that ten year period and are terminable by either party upon an uncured breach by the other party. We are generally required to indemnify UMMS for losses incurred by UMMS based on the exercise of the licensed patents by us.
 
On January 10, 2007, we entered into certain licenses with UMMS pursuant to which UMMS granted to us rights under certain UMMS patent applications to make, use and sell products related to applications of RNAi technologies in particular fields, including HCMV and retinitis, ALS, diabetes and obesity.
 
Under these licenses, UMMS granted to us exclusive, worldwide licenses, with the right to sub-license, to three different patent families and a non-exclusive, worldwide license to a fourth patent family. As

14

Table of Contents

consideration for these licenses, we paid UMMS an up-front fee, reimbursed UMMS for previously incurred patent expenses, agreed to undertake to raise working capital by a specified date, to expend a specified amount on the development of royalty-bearing products, and agreed to meet a defined timeline relating to the clinical development of royalty-bearing products. Our obligation to raise working capital was satisfied when CytRx invested $17.0 million in us (before a $2.0 million reimbursement for expenses by us to CytRx) on April 30, 2007. Upon the completion of the $17.0 million financing from CytRx, we became obligated to pay UMMS additional licenses fees in an aggregate amount of $175,000, issued to UMMS approximately 308,075 shares of our common stock at $5.00 per share, for a total value of $1,540,375 and thereafter to pay UMMS annual maintenance fees, commencing on January 1, 2008, and certain additional amounts upon the attainment of certain specified product development milestones. We also will be required to pay to UMMS a percentage of income received from any sublicensees under these licenses and to pay expenses incurred by UMMS in prosecuting and maintaining the licensed patents.
 
On October 3, 2008, we acquired co-exclusive worldwide rights to technology for the oral delivery of RNAi therapeutics from UMMS. This Agreement was amended on July 1, 2009, allowing us to extend the periods for which certain milestone Payments are due to UMMS.
 
These licenses will expire upon the expiration of all patents licensed under the licenses, are terminable by either party upon an uncured breach by the other party, and may be terminated by us for any reason following a specified notice period. We are generally required to indemnify UMMS for losses incurred by UMMS based on the exercise of the licensed patents by us.
 
In connection with all of our licenses with UMMS, including those assigned to us by CytRx as well as those entered into directly between us and UMMS, we are obligated to pay specified royalties on net sales of products covered by the licensed patents, subject to minimum annual royalties.
 
We recently terminated a number of these UMMS licenses and still hold licenses to patents and patent applications that belong to six distinct families of patent applications from the original thirteen.
 
We also recently terminated the Collaboration and Invention Disclosure Agreement which CytRx had assigned to us.
 
Other License Agreements and Acquisitions of Intellectual Property
 
Consistent with our overall business strategy, we have enhanced our RNAi technology platform by entering into additional licenses for various aspects of RNAi technology, including:

 	• 	In August 2007, we entered into a license agreement with TriLink Biotechnologies, Inc. for three RNAi chemistry technologies for all therapeutic RNAi applications, for which we paid an up-front fee and agreed to pay yearly maintenance fees, as well as future clinical milestone payments and royalty payments based on sales of therapeutic products developed from the licensed technologies.	
 		
 	• 	In October 2007, we entered into a license agreement with Dharmacon, Inc. (now part of Thermo Fisher Scientific Inc.), pursuant to which we obtained an exclusive license to certain RNAi sequences to a number of target genes for the development of our rxRNA compounds. Further, we have obtained the right to license additional RNAi sequences, under the same terms, disclosed by Thermo Fisher Scientific Inc. in its pending patent applications against target genes and have received an option for exclusivity for other siRNA configurations. As consideration for this license, we paid an up-front fee of $150,000 and agreed to pay future clinical milestone payments and royalty payments based on sales of siRNA compositions developed in connection with the licensed technology	
 		
 	• 	In November 2007, we entered into a license agreement with Life Technologies, Inc., pursuant to which we were granted rights under four patents relating to RNA target sequences, RNA chemical modifications, RNA configurations and/or RNA delivery to cells. As consideration for this license, we paid an up-front fee of $250,000 and agreed to pay yearly maintenance fees of the same amount beginning in 2008. Further, we are obligated to pay a fee for each additional gene target added to the license as well as a fee on the first and second anniversaries of the date we were granted consent to add the gene target	

15

Table of Contents

			
 		to the list of those covered by the license. We have also been granted, for each gene target, an option to secure pre-clinical rights and/or the clinical rights, for which we would be required to pay additional fees. Further, we are required to make future clinical milestone payments and royalty payments based on sales of therapeutic products developed from the licensed technologies.	

 	• 	In September 2009, we obtained an assignment and direct ownership of technology for which we had previously exercised our option to exclusively license from Advirna, LLC (“Advirna”). The acquired technology complements our internally developed sd -rxRNA technology platform and further strengthens our IP position in this promising field for the delivery of RNAi therapeutics.	
 		
 	• 	We recently terminated the License agreement with Imperial College Innovations Limited and Imperial College of Science and Technology that was assigned to us by CytRx in connection with the Contribution Agreement dated January 8, 2007.	
 
As we continue to develop our own proprietary compounds, we continue to evaluate both our in-licensed portfolio as well as the field for new technologies that could be in-licensed to further enhance our intellectual property portfolio and unique position in the RNAi space.
 
Competition
 
There are a number of competitors in the RNAi therapeutics field, and other approaches to gene silencing, such as antisense. These competitors include large and small pharmaceutical, chemical and biotechnology companies, as well as universities, government agencies, and other private and public research organizations that are focusing their efforts in the RNAi field.
 
A number of medical institutions and pharmaceutical companies are seeking to develop therapeutic products using RNAi technologies. Companies working in this area include: Alnylam Pharmaceuticals, MDRNA, Cequent Pharmaceuticals, Tacere Therapeutics, Benitec, OPKO Health, Silence Therapeutics, Quark Pharmaceuticals, Rosetta Genomics, Lorus Therapeutics, Tekmira Pharmaceuticals Corporation, Calando Pharmaceuticals, Regulus Therapeutics, and Santaris Pharmaceuticals, as well as a number of large pharmaceutical companies. A number of the large pharmaceutical companies also either have in-house RNAi development programs or are collaborating with smaller biopharmaceutical companies. This competition will manifest itself in the discovery and development of RNAi technology, in recruiting and retaining key scientific and management personnel, in securing strategic alliances, and in obtaining rights to key intellectual property.
 
Our RNAi-focused competitors as well as major pharmaceutical companies may be targeting the same diseases we intend to target. Competitors both in and outside of the RNAi field have financial resources, research and development staffs, and facilities that are, in most cases, substantially greater than ours or potentially those of our strategic partners or licensees and are engaged in the research and development of pharmaceutical products that could compete with our potential products. The industry is characterized by rapid technological advances and competitors may develop products more rapidly and such products may be more effective than those currently under development or that may be developed in the future by our strategic partners or licensees.
 
Government Regulation
 
The United States and other developed countries extensively regulate the pre-clinical and clinical testing, manufacturing, labeling, storage, record-keeping, advertising, promotion, export, marketing and distribution of drugs and biologic products. The United States Food and Drug Administration (“FDA”) regulates pharmaceutical and biologic products under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and other federal statutes and regulations.
 
To obtain approval of our future product candidates from the FDA, we must, among other requirements, submit data supporting safety and efficacy for the intended indication as well as detailed information on the manufacture and composition of the product candidate. In most cases, this will require extensive laboratory tests and pre-clinical and clinical trials. The collection of these data, as well as the preparation of applications for review by the FDA involve significant time and expense. The FDA also may require post-marketing testing

16

Table of Contents

to monitor the safety and efficacy of approved products or place conditions on any approvals that could restrict the therapeutic claims and commercial applications of these products. Regulatory authorities may withdraw product approvals if we fail to comply with regulatory standards or if we encounter problems at any time following initial marketing of our products.
 
The first stage of the FDA approval process for a new biologic or drug involves completion of pre-clinical studies and the submission of the results of these studies to the FDA. This data, together with proposed clinical protocols, manufacturing information, analytical data and other information submitted to the FDA, in an investigational new drug application, or IND, must become effective before human clinical trials may commence. Pre-clinical studies generally involve FDA regulated laboratory evaluation of product characteristics and animal studies to assess the efficacy and safety of the product candidate.
 
After the IND becomes effective, a company may commence human clinical trials. These are typically conducted in three sequential phases, but the phases may overlap. Phase I trials consist of testing the product candidate in a small number of patients or healthy volunteers, primarily for safety at one or more doses. Phase II trials, in addition to safety, evaluate the efficacy of the product candidate in a patient population somewhat larger than Phase I trials. Phase III trials typically involve additional testing for safety and clinical efficacy in an expanded population at multiple test sites. A company must submit to the FDA a clinical protocol, accompanied by the approval of the Institutional Review Boards at the institutions participating in the trials, prior to commencement of each clinical trial.
 
To obtain FDA marketing authorization, a company must submit to the FDA the results of the pre-clinical and clinical testing, together with, among other things, detailed information on the manufacture and composition of the product candidate, in the form of a new drug application, or NDA, or, in the case of a biologic, a biologics license application, or BLA.
 
The amount of time taken by the FDA for approval of an NDA or BLA will depend upon a number of factors, including whether the product candidate has received priority review, the quality of the submission and studies presented, the potential contribution that the compound will make in improving the treatment of the disease in question, and the workload at the FDA.
 
The FDA may, in some cases, confer upon an investigational product the status of a fast track product. A fast track product is defined as a new drug or biologic intended for the treatment of a serious or life threatening condition that demonstrates the potential to address unmet medical needs for this condition. The FDA can base approval of an NDA or BLA for a fast track product on an effect on a surrogate endpoint, or on another endpoint that is reasonably likely to predict clinical benefit. If a preliminary review of clinical data suggests that a fast track product may be effective, the FDA may initiate review of entire sections of a marketing application for a fast track product before the sponsor completes the application.
 
We anticipate that our products will be manufactured by our strategic partners, licensees or other third parties. Before approving an NDA or BLA, the FDA will inspect the facilities at which the product is manufactured and will not approve the product unless the manufacturing facilities are in compliance with the FDA’s current good manufacturing practice (“cGMP”), which are regulations that govern the manufacture, holding and distribution of a product. Manufacturers of biologics also must comply with the FDA’s general biological product standards. Our manufacturers also will be subject to regulation under the Occupational Safety and Health Act, the Environmental Protection Act, the Nuclear Energy and Radiation Control Act, the Toxic Substance Control Act and the Resource Conservation and Recovery Act. Following approval, the FDA periodically inspects drug and biologic manufacturing facilities to ensure continued compliance with the good manufacturing practices regulations. Our manufacturers will have to continue to comply with those requirements. Failure to comply with these requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturing or recall or seizure of product. Adverse patient experiences with the product must be reported to the FDA and could result in the imposition of marketing restrictions through labeling changes or market removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following approval.

17

Table of Contents

The labeling, advertising, promotion, marketing and distribution of a drug or biologic product also must be in compliance with FDA and Federal Trade Commission requirements which include, among others, standards and regulations for off-label promotion, industry sponsored scientific and educational activities, promotional activities involving the internet, and direct-to-consumer advertising. We also will be subject to a variety of federal, state and local regulations relating to the use, handling, storage and disposal of hazardous materials, including chemicals and radioactive and biological materials. In addition, we will be subject to various laws and regulations governing laboratory practices and the experimental use of animals. In each of these areas, as above, the FDA has broad regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of product approvals, seize or recall products, and deny or withdraw approvals.
 
We will also be subject to a variety of regulations governing clinical trials and sales of our products outside the United States. Whether or not FDA approval has been obtained, approval of a product candidate by the comparable regulatory authorities of foreign countries and regions must be obtained prior to the commencement of marketing the product in those countries. The approval process varies from one regulatory authority to another and the time may be longer or shorter than that required for FDA approval. In the European Union, Canada and Australia, regulatory requirements and approval processes are similar, in principle, to those in the United States.
 
Environmental Compliance
 
Our research and development activities involve the controlled use of potentially harmful biological materials as well as hazardous materials, chemicals and various radioactive compounds. We are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specific waste products. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of bio-hazardous materials. The cost of compliance with these laws and regulations could be significant and may adversely affect capital expenditures to the extent we are required to procure expensive capital equipment to meet regulatory requirements.
 
Human Resources
 
As of March 29, 2010, we had 28 employees, 27 of whom were full-time employees and one of whom was a part-time employee. 19 of our employees are engaged in research and development and 9 of our employees are engaged in management, administration and finance. None of our employees are represented by a labor union or covered by a collective bargaining agreement, nor have we experienced any work stoppages.
 
Insurance
 
The Company currently purchases insurance policies for property and liability risks arising out of current operations.

ITEM 1A.   	RISK FACTORS	
 
Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this annual report on Form 10-K and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. When used in this Form 10-K, the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will be,” “will continue,” “will result,” “seek,” “could,” “may,” “might” and similar expressions are intended to identify forward-looking statements. We explicitly disclaim any obligation to update any forward-looking statements to

18

Table of Contents

reflect events or circumstances that arise after the date hereof. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.
 
Risks Relating to RXi’s Business and Industry
 
The approach we are taking to discover and develop novel therapeutics using RNAi is unproven and may never lead to marketable products.
 
The scientific discoveries that form the basis for our efforts to discover and develop new drugs are relatively new. The RNAi technologies that we have licensed or have created internally and that we intend to develop have not yet been clinically tested by us, nor are we aware of any clinical trials for efficacy having been completed by third parties involving these technologies. To date, neither we nor any other company has received regulatory approval to market therapeutics utilizing RNAi and a number of clinical trials of third parties’ RNAi technology has been unsuccessful. The scientific evidence to support the feasibility of developing drugs based on these discoveries is both preliminary and limited. Successful development of RNAi-based products by us will require solving a number of issues, including providing suitable methods of stabilizing the RNAi material and delivering it into target cells in the human body. We may spend large amounts of money trying to solve these issues and never succeed in doing so. In addition, any compounds that we develop may not demonstrate in patients the chemical and pharmacological properties ascribed to them in laboratory studies, and they may interact with human biological systems in unforeseen, ineffective or even harmful ways.
 
Further, our exclusive focus on RNAi technology for developing products as opposed to multiple, more proven technologies for drug development increases the risk associated with our business. If we are not successful in developing a product candidate using RNAi technology, we may not be able to identify and successfully implement an alternative product development strategy.
 
We will be subject to competition and may not be able to compete successfully.
 
A number of medical institutions and pharmaceutical companies are seeking to develop therapeutic products using RNAi technologies, including for at least some of the disease indications we have been focusing our efforts on to date. Companies working in the RNAi area include: Alnylam Pharmaceuticals, MDRNA, Cequent Pharmaceuticals, Tacere Therapeutics, Benitec, OPKO Health, Silence Therapeutics, Quark Pharmaceuticals, Rosetta Genomics, Lorus Therapeutics, Tekmira Pharmaceuticals Corporation, Calando Pharmaceuticals, Regulus Therapeutics, and Santaris Pharmaceuticals, as well as a number of the large pharmaceutical companies. In addition, a number of companies are developing therapeutics for the same diseases we are targeting using technologies other than RNA interference, and, for some of these diseases, there are existing therapeutics being marketed currently. Most of these competitors have substantially greater research and development capabilities and financial, scientific, technical, manufacturing, marketing, distribution, and other resources than us, and we may not be able to successfully compete with them. In addition, even if we are successful in developing our product candidates, in order to compete successfully we may need to be first to market or to demonstrate that our RNAi based products are superior to therapies based on different technologies. A number of our competitors have already commenced clinical testing of RNAi product candidates and may be more advanced than are we in the process of developing products. If we are not first to market or are unable to demonstrate such superiority, any products for which we are able to obtain approval may not be successful.
 
We may not be able to establish or maintain the third party relationships that are necessary to develop or potentially commercialize some or all of our product candidates.
 
We expect to depend on collaborators, partners, licensees, clinical research organizations and other third parties to support our discovery efforts, to formulate product candidates, and to conduct clinical trials for some or all of our product candidates. We cannot guarantee that we will be able to successfully negotiate agreements for or maintain relationships with collaborators, partners, licensees, clinical investigators and other third parties on favorable terms, if at all. If we are unable to obtain or maintain these agreements, we may not be able to

19

Table of Contents

clinically develop, formulate, manufacture, obtain regulatory approvals for or commercialize our product candidates. Under certain license agreements that we have already entered into, we have minimum dollar amounts per year that we are obligated to spend on the development of the technology we have licensed from our contract partners. If we fail to meet this requirement under any of our licenses that contain such requirements or any other obligations under these licenses, we may be in breach of our obligations under such agreement, which may result in the loss of the technology licensed. We cannot necessarily control the amount or timing of resources that our contract partners will devote to our research and development programs, product candidates or potential product candidates, and we cannot guarantee that these parties will fulfill their obligations to us under these arrangements in a timely fashion. We may not be able to readily terminate any such agreements with contract partners even if such contract partners do not fulfill their obligations to us.
 
We are dependent on technologies we license, and if we lose the right to license such technologies or we fail to license new technologies in the future, our ability to develop new products would be harmed.
 
We currently are dependent on licenses from third parties for our key technologies relating to fundamental RNAi technologies. Our current licenses impose, and any future licenses we enter into are likely to impose, various development, funding, royalty, diligence, sublicensing, insurance and other obligations on us. If our license with respect to any of these technologies is terminated for any reason, the development of the products contemplated by the licenses would be delayed, or suspended altogether, while we seek to license similar technology or develop new non-infringing technology. The costs of obtaining new licenses are high, and many patents in the RNAi field have already been exclusively licensed to third parties, including our competitors. If any of our existing licenses are terminated, the development of the products contemplated by the licenses could be delayed or terminated and we may not be able to negotiate additional licenses on acceptable terms, if at all, which would have a material adverse effect on our business.
 
We will rely upon third parties for the manufacture of our clinical product candidates.
 
We do not have the facilities or expertise to manufacture supplies of any of our potential product candidates. Accordingly, we will be dependent upon contract manufacturers for these supplies. We currently manufacture limited quantities of our product candidates for our research activities at our facility, and we have no manufacturing supply arrangements for any of our product candidates. There can be no assurance that we will be able to secure needed supply arrangements on attractive terms, or at all. Our failure to secure these arrangements as needed could have a materially adverse effect on our ability to complete the development of our product candidates or, if we obtain regulatory approval for our product candidates, to commercialize them.
 
Our current plans call for the manufacture of our rxRNA compounds and, as necessary, any delivery vehicles that may be used to deliver our rxRNA compounds by contract manufacturers offering research grade, Good Laboratory grade and Good Manufacturing Practices grade materials for preclinical studies (e.g. toxicology studies) and for clinical use. We anticipate the chemistry, manufacturing and controls for each RNAi active pharmaceutical ingredient will be addressed by our clinical development team in close collaboration with a contract manufacturer with extensive experience in RNA drug synthesis. RNA is a complex molecule requiring many synthesis steps, which may lead to challenges with purification and scale-up. These challenges could result in increased costs and delays in manufacturing. Additionally, although we are not currently aware of any such litigation or threatened litigation or challenge, if we were involved in litigation or faced threatened litigation regarding or challenge to the composition or intellectual property covering such composition of our products candidates in the future, manufacturers may refuse to manufacture such compounds.
 
Any drug candidates we develop may fail in development or be delayed or may not be commercially viable.
 
Before obtaining regulatory approval for the sale of any drug candidate, we must conduct, at our own expense, extensive pre-clinical tests and clinical trials to demonstrate the safety and efficacy in humans of our drug candidates. However, we are required to do extensive testing in animal models with our product candidates before we can be approved by the FDA to initiate clinical trials in humans. Furthermore, we cannot

20

Table of Contents

be sure that our product candidates will be safely tolerated by humans or be efficacious. All of our products in development must be approved by the FDA or similar foreign governmental agencies before they can be marketed. The process for obtaining FDA approval is both time-consuming and costly, with no certainty of a successful outcome. This process typically includes the conduct of extensive preclinical and clinical testing, which may take longer or cost more than we anticipate, and may prove unsuccessful due to numerous factors. A failure of one or more of our pre-clinical studies or clinical trials can occur at any stage of testing. Product candidates that may appear to be promising at early stages of development may not successfully reach the market for a number of reasons. The results of pre-clinical and initial clinical testing of these products may not necessarily indicate the results that will be obtained from later or more extensive testing. Companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials, even after obtaining promising results in earlier trials.
 
We, the FDA or other applicable regulatory authorities, or an institutional review board (“IRB”), an independent committee under the oversight of the United States Department of Health and Human Services (“HHS”), which has been formally registered with HHS and functions to approve, monitor and review biomedical and behavioral research involving humans, may suspend clinical trials of a drug candidate at any time for various reasons, including if we or they believe the subjects or patients participating in such trials are being exposed to unacceptable health risks. Among other reasons, adverse side effects of a drug candidate on subjects or patients in a clinical trial could result in the FDA or other regulatory authorities suspending or terminating the trial and refusing to approve a particular drug candidate for any or all indications of use.
 
Clinical trials of a new drug candidate require the enrollment of a sufficient number of patients, including patients who are suffering from the disease the drug candidate is intended to treat and who meet other eligibility criteria. Rates of patient enrollment are affected by many factors, and delays in patient enrollment can result in increased costs and longer development times.
 
Clinical trials also require the review and oversight of IRBs, which approve and continually review clinical investigations and protect the rights and welfare of human subjects. An inability or delay in obtaining IRB approval could prevent or delay the initiation and completion of clinical trials, and the FDA may decide not to consider any data or information derived from a clinical investigation not subject to initial and continuing IRB review and approval.
 
Numerous factors could affect the timing, cost or outcome of our drug development efforts, including the following:

 	• 	Delays in filing initial drug applications,	
 		
 	• 	Difficulty in securing centers to conduct trials,	
 		
 	• 	Conditions imposed on us by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials,	
 		
 	• 	Problems in engaging IRBs to oversee trials or problems in obtaining or maintaining IRB approval of studies,	
 		
 	• 	Difficulty in enrolling patients in conformity with required protocols or projected timelines,	
 		
 	• 	Third party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner,	
 		
 	• 	Our drug candidates having very different chemical and pharmacological properties in humans than in laboratory testing and interacting with human biological systems in unforeseen, ineffective or harmful ways,	
 		
 	• 	The need to suspend or terminate our clinical trials if the participants are being exposed to unacceptable health risks,	
 		
 	• 	Insufficient or inadequate supply or quality of our drug candidates or other necessary materials necessary to conduct our clinical trials,	

21

Table of Contents

			
 	• 	Effects of our drug candidates not being the desired effects or including undesirable side effects or the drug candidates having other unexpected characteristics.	
 		
 	• 	The cost of our clinical trials may be greater than we anticipate,	
 		
 	• 	Negative or inconclusive results from our clinical trials or the clinical trials of others for drug candidates similar to our own or inability to generate statistically significant data confirming the efficacy of the product being tested,	
 		
 	• 	Changes in the FDA’s requirements for our testing during the course of that testing,	
 		
 	• 	Modification of the drug during testing,	
 		
 	• 	Reallocation of our limited financial and other resources to other clinical programs, and	
 		
 	• 	Adverse results obtained by other companies developing RNAi drugs.	
 
The substances we are intending to develop may represent a new class of drug, and the FDA has not yet established any definitive policies, practices or guidelines in relation to these drugs. While we expect any product candidates that we develop will be regulated as a new drug under the Federal Food, Drug, and Cosmetic Act, the FDA could decide to regulate them or other products we may develop as biologics under the Public Health Service Act. The lack of policies, practices or guidelines may hinder or slow review by the FDA of any regulatory filings that we may submit. Moreover, the FDA may respond to these submissions by defining requirements that we may not have anticipated.
 
It is possible that none of the product candidates that we develop will obtain the appropriate regulatory approvals necessary for us to begin selling them or that any regulatory approval to market a product may be subject to limitations on the indicated uses for which we may market the product. The time required to obtain FDA and other approvals is unpredictable but often can take years following the commencement of clinical trials, depending upon the complexity of the drug candidate. Any analysis we perform of data from clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. Any delay or failure in obtaining required approvals could have a material adverse effect on our ability to generate revenue from the particular drug candidate.
 
We are also subject to numerous foreign regulatory requirements governing the conduct of clinical trials, manufacturing and marketing authorization, pricing and third-party reimbursement. The foreign regulatory approval process includes all of the risks associated with FDA approval described above as well as risks attributable to the satisfaction of local regulations in foreign jurisdictions. Approval by the FDA does not assure approval by regulatory authorities outside of the United States.
 
The FDA approval process may be delayed for any drugs we develop that require the use of specialized drug delivery devices or vehicles.
 
Some drug candidates that we develop may need to be administered using specialized vehicles that deliver RNAi therapeutics directly to diseased parts of the body. For example, we may use an implantable pump to deliver certain potential drug candidates to the nervous system. The drug delivery vehicles that we expect to deliver our drug candidates have not been approved by the FDA or other regulatory agencies. In addition, the FDA may regulate the product as a combination product of a drug and a device or require additional approvals or clearances for the modified delivery.
 
Further, to the extent the specialized delivery vehicle is owned by another company, we would need that company’s cooperation to implement the necessary changes to the vehicle, or its labeling, and to obtain any additional approvals or clearances. Any delays in finding suitable drug delivery vehicles to administer RNAi therapeutics directly to diseased parts of the body could negatively affect our ability to successfully develop our RNAi therapeutics.

22

Table of Contents

If we are not successful in developing pre-clinical product candidates, we will not be able to commence clinical trials in humans or obtain approval for our product candidates.
 
We are in the new drug discovery phase and we have not yet identified any lead compounds for therapeutic development. RNA interference is a relatively new scientific field, and the technologies are still in the early stage of development. We have no compounds in pre-clinical toxicology studies, and we may not be able to advance any product candidate through the pre-clinical stage into clinical trials. Additionally, our development efforts may never result in the identification of a pre-clinical candidate which we are able to successfully develop into a drug. Even if we are able to designate a lead candidate, we may not be able to identify data that would support entering such a candidate into clinical trials. Furthermore, even if we successfully enter into clinical studies, the results from pre-clinical testing of a drug candidate may not predict the results that will be obtained on human clinical trials.
 
Even if we obtain regulatory approvals, our marketed drugs will be subject to ongoing regulatory review. If we fail to comply with continuing U.S. and foreign regulations, we could lose our approvals to market drugs and our business would be materially adversely affected.
 
Following any initial regulatory approval of any drugs we may develop, we will also be subject to continuing regulatory review, including the review of adverse drug experiences and clinical results that are reported after our drug products are made available to patients. This would include results from any post marketing tests or vigilance required as a condition of approval. The manufacturer and manufacturing facilities we use to make any of our drug candidates will also be subject to periodic review and inspection by the FDA. The discovery of any new or previously unknown problems with the product, manufacturer or facility may result in restrictions on the drug or manufacturer or facility, including withdrawal of the drug from the market. Our product promotion and advertising also will be subject to regulatory requirements and continuing regulatory review. If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse consequences.
 
Even if we receive regulatory approval to market our product candidates, our product candidates may not be accepted commercially, which may prevent us from becoming profitable.
 
The product candidates that we are developing are based on new technologies and therapeutic approaches. RNAi products may be more expensive to manufacture than traditional small molecule drugs, which may make them more costly than competing small molecule drugs. Additionally, for various applications, RNAi products are likely to require injection or implantation, and do not readily cross the so-called blood brain barrier, which will make them less convenient to administer than drugs administered orally. Key participants in the pharmaceutical marketplace, such as physicians, medical professionals working in large reference laboratories, public health laboratories and hospitals, third-party payors and consumers, may not accept products intended to improve therapeutic results based on RNAi technology. As a result, it may be more difficult for us to convince the medical community and third-party payors to accept and use our product, or to provide favorable reimbursement. And if medical professionals working with large reference laboratories, public health laboratories and hospitals choose not to adopt and use our RNAi technology, our products may not achieve broader market acceptance.
 
Other factors that we believe will materially affect market acceptance of our product candidates include:

 	• 	The timing of our receipt of any marketing approvals, the terms of any approvals and the countries in which approvals are obtained,	
 		
 	• 	The safety, efficacy and ease of administration of our product candidates,	
 		
 	• 	The advantages of our product candidates over those of our competitors,	
 		
 	• 	The willingness of patients to accept relatively new therapies,	
 		
 	• 	The success of our physician education programs,	

23

Table of Contents

			
 	• 	The availability of government and third-party payor reimbursement,	
 		
 	• 	The pricing of our products, particularly as compared to alternative treatments, and	
 		
 	• 	The availability of effective alternative treatments and the relative risks and/or benefits of the treatments.	
 
We may be unable to protect our intellectual property rights licensed from others parties, our intellectual property rights may be inadequate to prevent third parties from using our technologies or developing competing products, and we may need to license additional intellectual property from others.
 
We have a non-exclusive license to the Fire-Mello patent owned by UMMS and the Carnegie Institution of Washington, which claims various aspects of RNAi or genetic inhibition by double stranded RNA. This license continues to be available to third parties, and as such it does not provide us with the ability to exclude others from its use or protect us from competition. Therapeutic applications of gene silencing technologies, delivery methods, and other technologies that we license from third parties are claimed in a number of pending patent applications, but there can be no assurance that these applications will result in any issued patents or that those patents would withstand possible legal challenges or protect our technologies from competition. United States Patent and Trademark Office and patent granting authorities in other countries have upheld stringent standards for the RNAi patents that have been prosecuted so far. Consequently, pending patents that we have licensed and those that we own may continue to experience long and difficult prosecution challenges and may ultimately issue with much narrower claims than those in the pending applications. We are aware of a number of issued patents covering various particular forms and compositions of RNAi-mediating molecules and therapeutic methods. Third parties may hold or seek to obtain additional patents that could make it more difficult or impossible for us to develop products based on RNAi technology without obtaining a license to such patents, which licenses may not be available on attractive terms or at all.
 
In addition, others may challenge the patents or patent applications that we currently license or may license in the future or that we own and, as a result, these patents could be narrowed, invalidated or rendered unenforceable, which would negatively affect our ability to exclude others from use of RNAi technologies described in these patents. There can be no assurance that these patent or other pending applications or issued patents we license or that we own will withstand possible legal challenges. Moreover, the laws of some foreign countries may not protect our proprietary rights to the same extent as do the laws of the United States. Any patents issued to us or our licensors may not provide us with any competitive advantages, and there can be no assurance that the patents of others will not have an adverse effect on our ability to do business or to continue to use our technologies freely. Our efforts to enforce and maintain our intellectual property rights may not be successful and may result in substantial costs and diversion of management time. Even if our rights are valid, enforceable and broad in scope, competitors may develop products based on technology that is not covered by our licenses or patents or patent application that we own.
 
We may need to license additional intellectual property rights from third parties in order to be able to complete the development or enhance the efficacy of our product candidates or avoid possible infringement of the rights of others. Additionally, many of our UMMS licenses are limited to ALS, obesity, diabetes and cancer, and in order to pursue other diseases against proprietary gene targets, we may need licenses from other third parties that may be unavailable. There is no assurance that we will be able to acquire any additional intellectual property rights on satisfactory terms, or at all. To the extent that we are required and are able to obtain multiple licenses from third parties to develop or commercialize a product candidate, the aggregate licensing fees and milestones and royalty payments made to these parties may materially reduce our economic returns or even cause us to abandon development or commercialization of a product candidate.
 
In addition to our licenses, we also rely on copyright and trademark protection, trade secrets, know-how, continuing technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of our trade secrets and proprietary information, we require our employees, consultants, advisors and others to whom we disclose confidential information to execute confidentiality and proprietary information agreements. However, it is possible that these agreements may be breached, invalidated or rendered unenforceable, and if so, there may not be an adequate corrective remedy available. Furthermore, like many companies

24

Table of Contents

in our industry, we may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities we conduct. In some situations, our confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants or advisors have prior employment or consulting relationships. Although we require our employees and consultants to maintain the confidentiality of all confidential information of previous employers, we or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. Finally, others may independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to our trade secrets. Our failure to protect our proprietary information and techniques may inhibit or limit our ability to exclude certain competitors from the market and execute our business strategies.
 
Our success depends upon our ability to obtain and maintain intellectual property protection for our products and technologies.
 
Our success will depend on our ability to obtain and maintain adequate protection of our intellectual property covering our product candidates and technologies. The ultimate degree of patent protection that will be afforded to biotechnology products and processes, including ours, in the United States and in other important markets remains uncertain and is dependent upon the scope of protection decided upon by the patent offices, courts and lawmakers in these countries. There is no certainty that our existing patents, or patent applications if obtained, will afford us substantial protection or commercial benefit. Similarly, there is no assurance that our pending patent applications or patent applications licensed from third parties will ultimately be granted as patents or that those patents that have been issued or are issued in the future will stand if they are challenged in court. These applications claim many different methods, compositions and processes relating to the discovery, development, delivery and commercialization of RNAi therapeutics. Because the field is so new, very few of these patent applications have been fully processed by government patent offices around the world, and there is a great deal of uncertainty about which patents will issue, when, to whom, and with what claims. While we are not aware of any litigation, threatened litigation or challenge to our intellectual property rights, it is likely that there will be significant litigation and other proceedings, such as interference and opposition proceedings in various patent offices, relating to patent rights in the RNAi field.
 
There may be patent or other intellectual property rights belonging to others that require us to alter our products, pay licensing fees or cease certain activities. If our products infringe patent or other intellectual property rights of others, the owners of those rights could bring legal actions against us claiming damages and seeking to enjoin manufacturing and marketing of the affected products. If these legal actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to manufacture or market the affected products. We may not prevail in any action brought against us, and any license required under any rights that we infringe may not be available on acceptable terms or at all. Others may attempt to invalidate our intellectual property rights or those of our licensors. Even if our rights, or those of our licensors, are not directly challenged, disputes among third parties could lead to the weakening or invalidation of our intellectual property rights. Any attempt by third parties to circumvent or invalidate our intellectual property rights could be costly to defend, require significant time and attention of our management and have a material adverse effect on our business.
 
We are subject to potential liabilities from clinical testing and future product liability claims.
 
If any of our future products are alleged to be defective, they may expose us to claims for personal injury by patients in clinical trials of our products or by patients using our commercially marketed products. Even if the marketing of one or more of our products is approved by the FDA, users may claim that such products caused unintended adverse effects. We will seek to obtain clinical trial insurance for clinical trials that we conduct, as well as liability insurance for any products that we market. There can be no assurance that we will be able to obtain insurance in the amounts we seek, or at all. We anticipate that licensees who develop our products will carry liability insurance covering the clinical testing and marketing of those products. There is no assurance, however, that any insurance maintained by us or our licensees will prove adequate in the event

25

Table of Contents

of a claim against us. Even if claims asserted against us are unsuccessful, they may divert management’s attention from our operations and we may have to incur substantial costs to defend such claims.
 
Any drugs we develop may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which could have a material adverse effect on our business.
 
We intend to sell our products primarily to hospitals which receive reimbursement for the health care services they provide to their patients from third-party payors, such as Medicare, Medicaid and other domestic and international government programs, private insurance plans and managed care programs. Most third-party payors may deny reimbursement if they determine that a medical product was not used in accordance with cost-effective treatment methods, as determined by the third-party payor, or was used for an unapproved indication. Third-party payors also may refuse to reimburse for experimental procedures and devices. Furthermore, because our programs are in the early stages of development, we are unable at this time to determine their cost-effectiveness and the level or method of reimbursement for them. Increasingly, the third-party payors who reimburse patients are requiring that drug companies provide them with predetermined discounts from list prices, and are challenging the prices charged for medical products. If the price we are able to charge for any products we develop is inadequate in light of our development and other costs, our profitability could be adversely effected.
 
We currently expect that any drugs we develop may need to be administered under the supervision of a physician. Under currently applicable law, drugs that are not usually self-administered may be eligible for coverage by the Medicare program if:

 	• 	They are “incidental” to a physician’s services,	
 		
 	• 	They are “reasonable and necessary” for the diagnosis or treatment of the illness or injury for which they are administered according to accepted standard of medical practice,	
 		
 	• 	They are not excluded as immunizations, and	
 		
 	• 	They have been approved by the FDA.	
 
There may be significant delays in obtaining insurance coverage for newly-approved drugs, and insurance coverage may be more limited than the purpose for which the drug is approved by the FDA. Moreover, eligibility for insurance coverage does not imply that any drug will be reimbursed in all cases or at a rate that covers our costs, including research, development, manufacture, sale and distribution. Interim payments for new drugs, if applicable, may also not be sufficient to cover our costs and may not be made permanent. Reimbursement may be based on payments for other services and may reflect budgetary constraints or imperfections in Medicare data. Net prices for drugs may be reduced by mandatory discounts or rebates required by government health care programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement rates. Our inability to promptly obtain coverage and profitable reimbursement rates from both government-funded and private payors for new drugs that we develop could have a material adverse effect on our operating results, our ability to raise capital needed to develop products, and our overall financial condition.
 
Additionally, third-party payors are increasingly attempting to contain health care costs by limiting both coverage and the level of reimbursement for medical products and services. Levels of reimbursement may decrease in the future, and future legislation, regulation or reimbursement policies of third-party payors may adversely affect the demand for and price levels of our products. If our customers are not reimbursed for our products, they may reduce or discontinue purchases of our products, which could have a material adverse effect on our business, financial condition and results of operations.
 
Comprehensive health care reform legislation, which was recently adopted by Congress and was subsequently signed into law, could adversely affect our business and financial condition. Among other provisions, the legislation provides that a “biosimilar” product may be approved by the FDA on the basis of

26

Table of Contents

analytical tests and certain clinical studies demonstrating that such product is highly similar to an existing, approved product and that switching between an existing product and the biosimilar product will not result in diminished safety or efficacy. This abbreviated regulatory approval process may result in increased competition if we are able to bring a product to market. The legislation also includes more stringent compliance programs for companies in various sectors of the life sciences industry with which we may need to comply and enhanced penalties for non-compliance with the new health care regulations. Complying with new regulations may divert management resources, and inadvertent failure to comply with new regulations may result in penalties being imposed on us.
 
Some states and localities have established drug importation programs for their citizens, and federal drug import legislation has been introduced in Congress. The Medicare Prescription Drug Plan legislation, which became law in December 2003, required the Secretary of Health and Human Services to promulgate regulations for drug reimportation from Canada into the United States under some circumstances, including when the drugs are sold at a lower price than in the United States. The Secretary, however, retained the discretion not to implement a drug reimportation plan if he finds that the benefits do not outweigh the costs, and has so far declined to approve a reimportation plan. Proponents of drug reimportation may attempt to pass legislation that would directly allow reimportation under certain circumstances. Legislation or regulations allowing the reimportation of drugs, if enacted, could decrease the price we receive for any products that we may develop and adversely affect our future revenues and prospects for profitability.
 
If we fail to attract, hire and retain qualified personnel, we may not be able to design, develop, market or sell our products or successfully manage our business.
 
We are highly dependent on our named executive officers and Scientific Advisory Board (“SAB”) members. The continued service of our named executive officers and SAB members is critical to our success. We have entered into employment agreements with our named executive officers, all of which can be terminated by such persons on shortnotice. The loss of any of our named executive officers or SAB members, or our inability to identify, attract, retain and integrate additional qualified key personnel, could make it difficult for us to manage our business successfully and achieve our business objectives.
 
Competition for skilled research, product development, regulatory and technical personnel also is intense, and we may not be able to recruit and retain the personnel we need. The loss of the services of any key research, product development, regulatory, and technical personnel, or our inability to hire new personnel with the requisite skills, could restrict our ability to develop our product candidates.
 
We use biological and hazardous materials and if we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely affected.
 
Our research and development activities involve the controlled use of potentially harmful biological materials as well as hazardous materials, chemicals and various radioactive compounds. We cannot completely eliminate the risk of accidental contamination or injury; we could be held liable for any damages that result, and any liability could exceed our resources. We are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specific waste products. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials. The cost of compliance with these laws and regulations could be significant and may adversely affect capital expenditures to the extent we are required to procure expensive capital equipment to meet regulatory requirements.
 
We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials. We maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of these materials. The limits of our workers’ compensation insurance are mandated by state law, and our workers’ compensation liability is capped at these state-mandated limits. We do not maintain insurance for environmental liability or toxic tort claims

27

Table of Contents

that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials. Additional federal, state and local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with, and substantial fines or penalties if we violate any of these laws or regulations.
 
Risks Relating Our Financial Position and Capital Requirements
 
We may not be able to obtain sufficient financing, and may not be able to develop our product candidates.
 
We believe that our existing cash and cash equivalent should be sufficient to fund our operations through at least the first half of 2011. In the future, we will be dependent on obtaining further financing from third parties in order to maintain our operations and to meet our financial obligations. In addition, until its expiration on January 30, 2011, we also have available to us the SEDA that we entered into on January 30, 2009. However, before we are able to access additional capital from the SEDA, we must satisfy certain conditions, including the requirement that shares of our stock to be sold to YA Global be registered with the U.S. Securities and Exchange Commission (“SEC”), and there is risk of delays in our satisfying these conditions. We cannot assure that additional debt or equity or other funding to maintain our operations and to meet our obligations to our licensors will be available to us in the future on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back, or terminate, our operations, or to seek to merge with or to be acquired by another company.
 
We anticipate that we will need to raise substantial amounts of money to fund a variety of future activities integral to the development of our business, which may include but are not limited to the following:

 	• 	To conduct research and development to successfully develop our RNAi technologies,	
 		
 	• 	To obtain regulatory approval for our product candidates,	
 		
 	• 	To file and prosecute patent applications and to defend and assess patents to protect our technologies,	
 		
 	• 	To retain qualified employees, particularly in light of intense competition for qualified scientists,	
 		
 	• 	To manufacture products ourselves or through third parties,	
 		
 	• 	To market our products, either through building our own sales and distribution capabilities or relying on third parties, and	
 		
 	• 	To acquire new technologies, licenses, products or companies.	
 
We cannot assure you that any financing needed for the development of our business will be available to us on acceptable terms or at all. If we cannot obtain additional financing in the future, our operations may be restricted and we may ultimately be unable to continue to develop and potentially commercialize our product candidates.
 
We expect to continue to incur significant research and development expenses, which may make it difficult for us to attain profitability, and may lead to uncertainty about or as to our ability to continue as a going concern.
 
Substantial funds were expended to develop our RNAi technologies, and additional substantial funds will be required for further research and development, including pre-clinical testing and clinical trials of any product candidates, and to manufacture and market any products that are approved for commercial sale. Because the successful development of our products is uncertain, we are unable to precisely estimate the actual funds we will require to develop and potentially commercialize them. In addition, we may not be able to generate enough revenue, even if we are able to commercialize any of our product candidates, to become profitable.
 
In the event that we are unable to achieve or sustain profitability or to secure additional financing, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to

28

Table of Contents

continue as a going concern. Any such inability to continue as a going concern may result in our common stock holders losing their entire investment. There is no guaranty that we will become profitable or secure additional financing. Our financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Changes in our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, increased expenses, potential acquisitions or other events will all affect our ability to continue as a going concern.
 
Future financing may be obtained through, and future development efforts may be paid for by, the issuance of debt or equity, which may have an adverse effect on our stockholders or may otherwise adversely affect our business.
 
If we raise funds through the issuance of debt or equity, any debt securities or preferred stock issued will have rights, preferences and privileges senior to those of holders of our common stock in the event of a liquidation. In such event, there is a possibility that once all senior claims are settled, there may be no assets remaining to pay out to the holders of common stock. In addition, if we raise funds through the issuance of additional equity, whether through private placements or additional public offerings, such an issuance would dilute your ownership in us.
 
The terms of debt securities may also impose restrictions on our operations, which may include limiting our ability to incur additional indebtedness, to pay dividends on or repurchase our capital stock, or to make certain acquisitions or investments. In addition, we may be subject to covenants requiring us to satisfy certain financial tests and ratios, and our ability to satisfy such covenants may be affected by events outside of our control.
 
You may have difficulty evaluating our business, because we have limited history and our historical financial information may not be representative of our future results.
 
The historical financial information included in this annual report on Form 10-K for the year ended December 31, 2009 does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate company during the periods presented or those that we will achieve in the future. Prior to the contribution of our RNAi assets from CytRx, our RNAi research and development activities were conducted by CytRx as part of its broader operations, rather than as an independent division or subsidiary, and were primarily conducted through sponsored research arrangements rather than through internal activities. CytRx also performed various corporate functions relating to our business, as discussed above. Our historical financial information reflects allocations of indirect expenses from CytRx for these and similar functions. We believe that these allocations are comparable to the expenses we would have incurred had we operated as a separate company, although we may incur higher expenses as a separate company.
 
We have limited operating experience and may not be able to effectively operate.
 
We are a discovery-stage company with limited operating history. We will focus solely on developing and, if we obtain regulatory approval for our product candidates, commercializing therapeutic products based upon RNAi technologies, and there is no assurance that we will be able to successfully implement our business plan. While our management collectively possesses substantial business experience, there is no assurance that we will be able to manage our business effectively, or that we will be able to identify, hire and retain any needed additional management or scientific personnel to develop and implement our product development plans, obtain third-party contracts or any needed financing, or achieve the other components of our business plan.
 
The obligations associated with being an independent public company require significant resources and management attention.
 
As a publicly traded company, we are subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. In addition,

29

Table of Contents

the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing. The Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting. From time to time we evaluate our existing internal controls in light of the standards adopted by the Public Company Accounting Oversight Board. It is possible that we or our independent registered public accounting firm may identify significant deficiencies or material weaknesses in our internal control over financial reporting in the future. Any failure or difficulties in implementing and maintaining these controls could cause us to fail to meet the periodic reporting obligations or result in material misstatements in our financial statements.
 
Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. Our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could have a material adverse effect on our business and our common stock.
 
Risks Related to Ownership of Our Common Stock
 
The market price and trading volume of our common stock may be volatile
 
The market price of our common stock could fluctuate significantly for many reasons, including the following factors:

 	• 	Announcements of regulatory developments or technological innovations by us or our competitors,	
 		
 	• 	Changes in our relationship with our licensors and other strategic partners,	
 		
 	• 	Changes in our ownership or other relationships with CytRx,	
 		
 	• 	Our quarterly operating results,	
 		
 	• 	Developments in patent or other technology ownership rights,	
 		
 	• 	Public concern regarding the safety of our products,	
 		
 	• 	Additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our stock holders,	
 		
 	• 	Government regulation of drug pricing, and	
 		
 	• 	General changes in the economy, the financial markets or the pharmaceutical or biotechnology industries.	
 
In addition, factors beyond our control may also have an impact on the price of our stock. For example, to the extent that other large companies within our industry experience declines in their stock price, our stock price may decline as well. In addition, when the market price of a company’s common stock drops significantly, stockholders often institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.
 
Sales of our shares by CytRx could adversely affect our stock price.
 
As of March 30, 2010, CytRx owned 5,093,881 shares of our common stock, or approximately 28% of our outstanding shares. The availability of our shares held by CytRx for public resale on the open market, as well as any actual sales of these shares, could adversely affect the market price of our shares.
 
We have granted CytRx preemptive rights to acquire shares that we may sell in the future, which may impair our ability to raise funds.
 
Under an agreement between us, CytRx and our founding stockholders, with some exceptions, CytRx has preemptive rights to acquire a portion of any new securities sold or issued by us so as to maintain its

30

Table of Contents

percentage ownership of us at the time of any such sale and issuance, which is currently approximately 28% of our outstanding shares. The exercise by CytRx of its preemptive rights may impair our ability to raise funds, or adversely affect the terms on which we are able to raise funds, as we may not be able to offer to new investors the quantity of our stock that they may desire to purchase.
 
CytRx’s ownership of our common stock could delay or prevent a change in corporate control.
 
CytRx owns approximately 28% of our common stock, and has preemptive rights, as described above, to maintain its percentage ownership. CytRx has agreed with UMMS, us and our other founding stockholders to vote its shares of our common stock so that a majority of the members of our board of directors are not affiliated with CytRx. However, by virtue of its stock ownership, CytRx may be able to significantly influence the outcome of matters required to be submitted to a vote of our stockholders, including any proposed amendments to our certificate of incorporation and approval of mergers and other significant corporate transactions. This concentration of ownership may adversely affect the market price of our common stock by:

 	• 	Delaying, deferring or preventing a change in control of our company,	
 		
 	• 	Impeding a merger, consolidation, takeover or other business combination involving our company, or	
 		
 	• 	Discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.	
 
CytRx could unilaterally effect a change of control of our company by selling or disposing of our shares owned by it.
 
If CytRx were to sell or otherwise dispose of all or a significant portion of our shares owned by it to a single buyer or group of affiliated buyers, it could effect a potential change of control of our company without the advice or participation by our board of directors or other stockholders, since transferees of the shares owned by CytRx will not be bound by CytRx’s agreements with UMMS, us and our other founding stockholders with respect to voting such shares.
 
Anti-takeover provisions of our certificate of incorporation and by-laws and provisions of Delaware law could delay or prevent a change of control that you may favor.
 
Anti-takeover provisions of our certificate of incorporation and by-laws and provisions of Delaware law may discourage, delay or prevent a merger or other change of control that stockholders may consider favorable, or may impede the ability of the holders of our common stock to change our management. These provisions of our certificate of incorporation and by-laws, among other things:

 	• 	Divide our board of directors into three classes, with members of each class to be elected for staggered three-year terms,	
 		
 	• 	Limit the right of stockholders to remove directors,	
 		
 	• 	Regulate how stockholders may present proposals or nominate directors for election at annual meetings of stockholders, and	
 		
 	• 	Authorize our board of directors to issue preferred stock in one or more series, without stockholder approval.	
 
In addition, Section 203 of the Delaware General Corporation Law provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation such as our company shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares for a three-year period following the date on which that person or its affiliate crosses the 15% stock ownership threshold. Section 203 could operate to delay or prevent a change of control of our company.

31

Table of Contents

We may acquire other businesses or form joint ventures that may be unsuccessful and could adversely dilute your ownership of our company.
 
As part of our business strategy, we may pursue future acquisitions of other complementary businesses and technology licensing arrangements. We also may pursue strategic alliances. We have no experience with respect to acquiring other companies and limited experience with respect to the formation of collaborations, strategic alliances and joint ventures. If we were to make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and we could assume unknown or contingent liabilities. We also could experience adverse effects on our reported results of operations from acquisition related charges, amortization of acquired technology and other intangibles and impairment charges relating to write-offs of goodwill and other intangible assets from time to time following the acquisition. Integration of an acquired company also may require management resources that otherwise would be available for ongoing development of our existing business. We may not identify or complete these transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any acquisition, technology license or strategic alliance.
 
To finance acquisitions, we may choose to issue shares of our common stock as consideration, which would dilute your ownership interest in us. Alternatively, it may be necessary for us to raise additional funds through public or private financings. Additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our stockholders. Any future acquisitions by us also could result in large and immediate write-offs, the incurrence of contingent liabilities or amortization of expenses related to acquired intangible assets, any of which could harm our operating results.

ITEM 1B.   	UNRESOLVED STAFF COMMENTS	
 
None.

ITEM 2.   	PROPERTIES	
 
On September 25, 2007, we entered into a lease agreement with Newgate Properties, LLC (an affiliate of Worcester Polytechnic Institute), for our facility located at 60 Prescott Street, Worcester, Massachusetts. The lease has a term of 20 months. The facility is approximately 6,800 square feet, of which 5,600 is laboratory space used for research and development and the additional 1,200 square feet is used for general and administrative offices. On January 23, 2009, we extended our lease for an additional two years through July 31, 2011. The monthly rental fee is approximately $19,000. We believe that the space is suitable for our current needs.

ITEM 3.   	LEGAL PROCEEDINGS	
 
Although we are not currently involved in any legal proceedings, from time to time, we may become a party to various legal actions and complaints arising in the ordinary course of business.

ITEM 4.   	RESERVED	
 
PART II

ITEM 5.   	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	
 
Market Information
 
Our common stock has been listed on the Nasdaq Capital Market under the symbol “RXII” since March 12, 2008. Prior to that, there was no established public market for our common stock. The following

32

Table of Contents

table sets forth for the periods indicated the high and low sales prices of our common stock on the Nasdaq Capital Market:

Year Ended December 31, 2008	 	High	 	 	Low	 	
 		
First Quarter	 	$	23.95	 	 	$	6.01	 	
Second Quarter	 	$	10.12	 	 	$	5.22	 	
Third Quarter	 	$	9.05	 	 	$	6.42	 	
Fourth Quarter	 	$	12.25	 	 	$	5.41	 	

 	 	 	 	 	 	 	 	 	
Year Ended December 31, 2009	 	High	 	 	Low	 	
 		
First Quarter	 	$	 7.19	 	 	$	2.71	 	
Second Quarter	 	$	7.57	 	 	$	4.00	 	
Third Quarter	 	$	4.93	 	 	$	2.44	 	
Fourth Quarter	 	$	4.84	 	 	$	1.51	 	

Holders
 
As of March 29, 2010, there were approximately 631 holders of record of our common stock. Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of individual stockholders represented by these records.
 
Dividends
 
We have never paid any dividends and do not anticipate paying any dividends on our common stock in the foreseeable future. We expect to retain future earnings, if any, for use in our development activities and the operation of our business. The payment of any future dividends will be subject to the discretion of our board of directors and will depend, among other things, upon our results of operations, financial condition, cash requirements, prospects and other factors that our board of directors may deem relevant. Additionally, our ability to pay future dividends may be restricted by the terms of any debt financing.
 
Securities authorized for issuance under equity compensation plans
 
Information relating to our equity compensation plans will be included in our proxy statement in connection with our 2010 Annual Meeting of Stockholders, under the caption “Equity Compensation Plan Information”. The relevant portion of our proxy statement is incorporated herein by reference.
 
Performance Graph
 
Because we are a smaller reporting company, we are not required to provide this information.
 
Recent Sales of Unregistered Securities
 
Set forth below is information regarding shares of common stock and preferred stock issued, and options and warrants granted, by us during the period covered by this report. Also included is the consideration, if any, received by us for such shares, options and warrants and information relating to the section of the Securities Act, or rule of the SEC under which exemption from registration was claimed.
 
     Preferred Stock
 
There were no unregistered shares of preferred stock issued by us during the period covered by this report.
 
     Common Stock
 
There were no unregistered shares of common stock issued by us during the period covered by this report.

33

Table of Contents

     Options
 
There were no unregistered options granted by us during the period covered by this report.
 
     Common Stock Warrants
 
There were no unregistered common stock warrants issued by us during the period covered by this report, except which have previously been disclosed in a Current Report on Form 8-K.

ITEM 6.   	SELECTED FINANCIAL DATA	
 
Because we are a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 7.   	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	
 
You should read the following discussion in conjunction with the RXi financial statements and the notes to financial statements included elsewhere in this annual report. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of indicators of forward-looking statements and specific important factors that could cause actual results to differ materially from those contained in forward-looking statements, see “Risk Factors” under Part I — Item 1A of this Annual Report on Form 10-K for the fiscal year ended December 31, 2009. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read and interpreted in light of such factors.
 
Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and elsewhere in this annual report.
 
Overview
 
We are a discovery-stage biopharmaceutical company pursuing proprietary therapeutics based on RNA interference, or “RNAi,” a naturally occurring cellular mechanism that has the potential to effectively and selectively interfere with, or “silence,” expression of targeted disease-associated genes. It is believed that this specific silencing can be used to potentially treat human diseases by “turning off” genes that lead to disease.
 
We intend to use our RNAi therapeutic platform and our expertise in RNAi to identify lead compounds against multiple target genes, and advance them towards pre-clinical and clinical development in therapeutic areas that address broad unmet medical needs, in both acute and chronic settings. By utilizing our expertise in RNAi and the comprehensive RNAi therapeutic platform that we have established, we believe we will be able to discover and develop lead compounds and progress them into and through clinical development for potential commercialization more efficiently than traditional drug development approaches.
 
We were formed in 2006 by CytRx Corporation and four prominent RNAi researchers, including Dr. Craig Mello, who was awarded the 2006 Nobel Prize in Medicine for his co-discovery of RNAi. From 2003 through 2006, CytRx sponsored therapeutic RNAi research at the University of Massachusetts Medical School, or “UMMS,” and Massachusetts General Hospital. We commenced operations in January 2007 after CytRx contributed to us its portfolio of RNAi therapeutic assets in exchange for approximately 7.04 million shares of our common stock. These assets consisted primarily of RNAi licenses and related intellectual property and a nominal amount of equipment. The cost of the licenses had previously been expensed by CytRx as in-process research and development and was recorded in the predecessor financial statements at cost.
 
To date, our principal activities have consisted of conducting discovery research and pre-clinical development activities utilizing our RNAi therapeutic platform, acquiring RNAi technologies and patent rights through exclusive, co-exclusive and non-exclusive licenses, recruiting an RNAi-focused management and scientific/clinical advisory team, capital raising activities and conducting business development activities aimed

34

Table of Contents

at establishing research and development partnerships with pharmaceutical and larger biotechnology companies.
 
The Founding and Funding of RXi
 
On April 30, 2007, we issued approximately 3,273,000 additional shares of our common stock to CytRx at $5.19 per share, based in part, upon the advice of a third party valuation advisor and assuming the issuance of 462,112 shares to UMMS pursuant to our license agreements with them, in exchange for CytRx’s additional investment of $17.0 million. On September 25, 2007, we issued an additional 188,387 shares of common stock to CytRx at $5.19 per share to satisfy in full certain reimbursement amounts owed to CytRx by us. CytRx currently owns approximately 28% of our outstanding shares of common stock. In the event that we propose to sell or issue shares of RXi common stock in the future, CytRx will have the right to purchase a portion of such shares sufficient to maintain its percentage ownership at the time of such sale or issuance. This right will terminate on the earlier of January 8, 2012 or the first date at which CytRx owns less than 10% of our outstanding shares.
 
On June 24, 2008, we sold 1,073,299 shares of our common stock to institutional investors at $8.12 per share, resulting in aggregate gross proceeds of approximately $8.7 million.
 
On August 4, 2009, we sold 2,385,715 shares of our common stock to institutional investors at $3.50 per share, resulting in aggregate gross proceeds of approximately $7.8 million.
 
On March 26, 2010, we sold 2,700,000 shares of our common stock to institutional investors at $6.00 per share, resulting in aggregate gross proceeds of approximately $16.2 million.
 
Research and Development
 
Our research programs focus on identifying product candidates and optimizing the delivery method and technology necessary to make RNAi compounds available by local, systemic or oral administration, as appropriate for diseases for which we intend to develop an RNAi therapeutic.
 
Since we commenced operations, research and development has comprised a significant proportion of our total operating expenses and is expected to comprise the majority of our spending for the foreseeable future.
 
There are risks in any new field of drug discovery that preclude certainty regarding the successful development of a product. We cannot reasonably estimate or know the nature, timing and costs of the efforts necessary to complete the development of, or the period in which material net cash inflows are expected to commence from, any product candidate. Our inability to make these estimates results from the uncertainty of numerous factors, including but not limited to:

 	• 	Our ability to advance product candidates into pre-clinical research and clinical trials;	
 		
 	• 	The scope and rate of progress of our pre-clinical program and other research and development activities;	
 		
 	• 	The scope, rate of progress and cost of any clinical trials we commence;	
 		
 	• 	The cost of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights;	
 		
 	• 	Clinical trial results;	
 		
 	• 	The terms and timing of any collaborative, licensing and other arrangements that we may establish;	
 		
 	• 	The cost and timing of regulatory approvals;	
 		
 	• 	The cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop;	
 		
 	• 	The cost and timing of establishing sales, marketing and distribution capabilities;	

35

Table of Contents

			
 	• 	The effect of competing technological and market developments; and	
 		
 	• 	The effect of government regulation and insurance industry efforts to control healthcare costs through reimbursement policy and other cost management strategies.	
 
Failure to complete any stage of the development of our product candidates in a timely manner could have a material adverse effect on our operations, financial position and liquidity.
 
License Agreements
 
We have entered into licensing relationships with academic institutions, research foundations and commercial entities, and may seek to enter into additional licenses with pharmaceutical and biotechnology companies. We also may enter into strategic alliances to expand our RNAi intellectual property portfolio and to potentially accelerate our development programs by gaining access to technology and funding, including equity sales, license fees and other revenues. For each product that we develop that is covered by the patents licensed to us including the material licenses discussed below, we are obligated to make additional payments upon the attainment of certain specified product development milestones.
 
University of Massachusetts Medical School
 
As part of the Contribution Agreement dated January 8, 2007, CytRx assigned to us their rights under four exclusive license agreements, one co-exclusive license agreement and one non-exclusive license agreement entered into between CytRx and UMMS, which cover potential therapeutic applications for proprietary RNAi technology in the treatment of specified diseases. Additionally, CytRx assigned to us their rights under the Collaboration and Invention Disclosure Agreement, dated January 10, 2007 between CytRx and UMMS. Under these licenses, UMMS granted to us exclusive, worldwide licenses, with the right to sub-license, to three different patent families and a non-exclusive, worldwide license to a fourth patent family. As consideration for these licenses, we paid UMMS an up-front fee, reimbursed UMMS for previously incurred patent expenses and agreed to undertake to raise working capital by a specified date, agreed to expend a specified amount on the development of royalty-bearing products, and to meet a defined timeline relating to the clinical development of royalty-bearing products. Our obligation to raise working capital was satisfied when CytRx invested $17.0 million in us (before a $2.0 million reimbursement for expenses by us to CytRx) on April 30, 2007. Upon the completion of the $17.0 million financing from CytRx, we became obligated to pay UMMS additional licenses fees in an aggregate amount of $175,000, issued to UMMS approximately 308,075 shares of our common stock valued at $5.00 per share, for a total value of $1,540,375 and thereafter to pay UMMS annual maintenance fees, commencing on January 1, 2008, and certain additional amounts upon the attainment of certain specified product development milestones. We also will be required to pay to UMMS a percentage of income received from any sub-licensees under these licenses and to pay expenses incurred by UMMS in prosecuting and maintaining the licensed patents.
 
Further, on January 10, 2007, we entered into three exclusive licenses and one non-exclusive license with UMMS pursuant to which UMMS granted to us rights under certain UMMS patent applications to make, use and sell products related to applications of RNAi technologies in particular fields, including HCMV, retinitis, ALS, diabetes and obesity.
 
In connection with all of our licenses with UMMS, including those assigned to us by CytRx as well as those entered into directly between us and UMMS, we are obligated to pay specified royalties on net sales of products covered by the licensed patents, subject to minimum annual royalties.
 
We recently terminated a number of these UMMS licenses and still hold licenses to patents and patent applications that belong to six distinct families of patent applications from the original thirteen.
 
We also recently terminated the Collaboration and Invention Disclosure Agreement we had entered into in January 10, 2007, with UMMS.

36

Table of Contents

We recently terminated the License agreement with Imperial College Innovations Limited and Imperial College of Science and Technology that was assigned to us by CytRx in connection with the Contribution Agreement dated January 8, 2007.
 
Financial Information
 
The financial information of RXi as of December 31, 2009 and 2008 and the cumulative financial information for the period from January 1, 2003 (date of inception) to December 31, 2009 have been audited by our independent registered public accounting firm, BDO Seidman, LLP.
 
Critical Accounting Policies and Estimates
 
Use of Estimates
 
Management’s discussion and analysis of our financial condition and results of operations include the financial statements as of and for the years ended December 31, 2009 and 2008. The preparation of these financial statements requires management to make estimates, allocations and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, accrued liabilities and certain expenses. We base our estimates about the carrying values of assets and liabilities that are not readily apparent from other sources on historical experience and on other assumptions believed to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. Additionally, the financial information included here may not necessarily reflect the financial position, operating results, changes in our invested equity and cash flows in the future or what they would have been had we been a separate, stand-alone entity during the periods presented.
 
Our significant accounting policies are summarized in the footnotes to our financial statements. We believe the following critical accounting policies involve significant judgments and estimates used in the preparation of our financial statements.
 
Research and Development Expenses
 
Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead directly related to our research and development departments as well as costs to acquire technology licenses.
 
Stock-Based Compensation
 
We follow the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.
 
For stock options granted as consideration for services rendered by non-employees, we recognize compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”) “Equity Based Payments to Non-Employees.” Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of our common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.

37

Table of Contents

The fair value of each option grant is estimated using the Black-Scholes option-pricing model, with the following weighted average assumptions:

 	 	2009	 	2008	
 		
Weighted average risk free interest rate	 	1.55% - 3.91%	 	1.55% - 3.99%	
Weighted average volatility	 	116.72% - 122.93%	 	101.79% - 116.74%	
Expected lives (years)	 	6 - 10	 	6 - 10	
Expected dividend yield	 	0%	 	0%	

Our expected common stock price volatility assumption is based upon the volatility of a basket of comparable companies. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718, which averages the contractual term of our options of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption of zero is based upon the fact that we have never paid cash dividends and presently have no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates.
 
We have estimated an annualized forfeiture rate of 4.0% for options granted to our employees, 2.1% for options granted to senior management and no forfeiture rate for the directors. We record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.
 
Valuation of Common Stock
 
Our common stock was registered and began trading publicly on March 12, 2008. As a result, the actual value of a common share may be materially different than the fair value per share prior to that date.
 
Derivative Financial Instruments
 
During the normal course of business, from time to time, we issue warrants and options to vendors as consideration to perform services. We may also issue warrants as part of a debt or equity financing. We do not enter into any derivative contracts for speculative purposes.
 
We recognize all derivatives as assets or liabilities measured at fair value with changes in fair value of derivatives reflected as current period income or loss unless the derivatives qualify for hedge accounting and are accounted for as such. During the year ended December 31, 2009, we issued warrants to purchase 978,142 shares of common stock in connection with an equity transaction. In accordance with ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Stock” (“ASC 815-40”), the value of these warrants is required to be recorded as a liability, as the holders have an option to put the warrants back to us in certain events, as defined.
 
Results of Operations
 
For the year ended December 31, 2009, our net loss was approximately $18,387,000, compared with a net loss of $14,373,000 for the year ended December 31, 2008. The loss increased by $4,014,000 or approximately 28%. Reasons for the variations in the losses between the years are discussed below.
 
Revenue
 
Since we are a development-stage biopharmaceutical company, we have not generated any revenues since inception through December 31, 2009.

38

Table of Contents

Research and Development Expense

 	 	For the Years Ended December 31,	 	
 	 	2009	 	 	2008	 	
 	 	(In thousands)	 	
 		
Research and development expense	 	$	6,728	 	 	$	5,105	 	
Research and development employee stock-based compensation expense	 	 	867	 	 	 	336	 	
Research and development non-employee stock-based compensation expense	 	 	1,297	 	 	 	1,613	 	
 	 	 	 	 	 	 	 	 	
Total research and development expense	 	$	8,892	 	 	$	7,054	 	

 
During 2009, research and development expense consists primarily of compensation-related costs for our employees dedicated to research and development activities and for our Scientific Advisory Board (“SAB”) members as well as licensing fees, patent prosecution costs, and the cost of lab supplies used in our research and development programs. We expect to continue to devote a substantial portion of our resources to research and development expenses and we expect research and development expenses to increase as we expand our discovery and development activities for RNAi therapeutics.
 
Total research and development expenses for the year ended December 31, 2009 were approximately $8,892,000 or 51% of our total operating expenses incurred. For the year ended December 31, 2008, total research and development expenses were approximately $7,054,000, or 48%, of our total operating expenses incurred, an increase of approximately $1,838,000, or 26%. Research and development expenses increased $1,623,000, or 32%, from $5,105,000 in the year ended December 31, 2008 to $6,728,000 in the year ended December 31, 2009. This increase was primarily due to increases in costs associated with employee compensation, resulting from an increase in headcount as well as an increase in patent costs related to patent applications on internal discoveries.
 
Research and development employee stock-based compensation expense
 
Research and development employee stock-based compensation expense increased $531,000, or 158%, in the year ended December 31, 2009, compared with the year ended December 31, 2008. This increase was due to an increase in the number of outstanding common stock options during the year, which include new common stock options issued to new employees and to certain existing employees.
 
Research and Development Non-Employee Stock-Based Compensation Expense
 
We issued options to purchase shares of our common stock as compensation to SAB members and consultants. For financial statement purposes, we valued these shares at their fair value. Fluctuations in non-employee stock-based compensation expense results from variations in the number of common stock options issued, vesting schedules and the Black-Scholes fair values of common stock options granted to SAB members.
 
Research and development non-employee stock based compensation expenses decreased $316,000, or 20%, from $1,613,000 for the year ended December 31, 2008 to $1,297,000 for the year ended December 31, 2009. The decrease was due to a decrease in the Black-Scholes value of the founding SAB members’ 2009 annual grant compared with the value of their 2008 annual grant offset by the re-measurement of Black-Scholes fair value of the founding SAB members’ original grants that vest on April 2012.

39

Table of Contents

General and Administrative Expense

 	 	For the Years Ended	 	
 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	(In thousands)	 	
 		
General and administrative expenses	 	$	5,483	 	 	$	4,874	 	
Common stock warrants issued for general and administrative expense	 	 	826	 	 	 	750	 	
Fair value of common stock issued in exchange for general and administrative expenses	 	 	281	 	 	 	—	 	
Common stock and stock options issued for general and administrative expense	 	 	2,038	 	 	 	1,875	 	
 	 	 	 	 	 	 	 	 	
Total general and administrative expense	 	$	8,628	 	 	$	7,499	 	

 
General and administrative expenses include compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, business development and corporate partnership opportunities and general corporate expenses.
 
General and administrative expenses were $8,628,000 for the year ended December 31, 2009 compared with $7,499,000 for the year ended December 31, 2008. The increase of $1,129,000, or 15%, was due to higher staff-related costs, including $2,038,000 in non-cash share-based compensation expense, and $826,000 in warrant expense related to a warrant issued for business advisory services and $281,000 in common stock issued as a commitment fee under the SEDA.
 
General and administrative expense as a percentage of total operating expense for the years ended December 31, 2009 and 2008 was 49% and 52%, respectively. Although, we expect general and administrative expense to increase for the foreseeable future as we add personnel, the percentage of general and administrative expense to total operating expense is expected to decrease as our discovery and development activities for RNAi therapeutics progress and expand.
 
From time to time, we expect to issue shares of our common stock or warrants or options to purchase shares of our common stock to consultants and other service providers in exchange for services. For financial statement purposes, we will value these shares of common stock, common stock options, and warrants at their fair value, or at the value of the services received, whichever is more reliably measurable.
 
Interest Income
 
Interest income was negligible for the year ended December 31, 2009, compared with approximately $180,000 for the year ended December 31, 2008. This decrease was primarily due to current interest rates available to us on our cash and cash equivalents during the twelve months ended December 31, 2009, as compared with the twelve months ended December 31, 2008. The key objectives of our investment policy are to preserve principal and ensure sufficient liquidity, so our invested cash may not earn as high a level of income as longer-term or higher risk securities, which generally have less liquidity and more volatility. The interest rates available on lower risk, shorter-term investments in today’s market are lower than rates available in the prior period. We expect to have interest income in future periods based on our current account balances and potentially from additional capital we may receive in the future.
 
Other Expense
 
Other expenses were $862,000 for the year ended December 31, 2009. Approximately $858,000 of this expense relates to the change in fair value of warrants issued in connection with the 2009 Offering.
 
Income Taxes
 
There was no income tax expense for the years ended December 31, 2009 and 2008 due to the fact that we have incurred significant tax losses since we began operations. A tax benefit would have been recorded for losses however, due to the uncertainty of realizing these assets, a valuation allowance was recognized which fully offset the deferred income tax assets.

40

Table of Contents
Liquidity and Capital Resources
 
We had cash and cash equivalents of approximately $5.7 million as of December 31, 2009 and approximately $14.4 million as of March 31, 2010.
 
During 2009 and to date in 2010, we have entered into the following significant financing transactions:
 
On January 30, 2009, we entered into the SEDA, pursuant to which we may, at our option over a two-year period, ending on January 30, 2011, periodically sell to YA Global shares of our common stock, for a total purchase price of up to $25.0 million. To date we have not sold any shares under the SEDA.
 
On August 4, 2009, we closed the 2009 Offering in which we sold 2,385,715 shares of our common stock and warrants to purchase 954,286 shares of our common stock and a at an exercise price of $4.50 per share resulting in approximately $7.8 million in net proceeds after deducting the placement agent fee and offering expenses.
 
On March 26, 2010 we closed the 2010 Offering pursuant to which we sold to certain investors 2,700,000 shares of common stock at $6.00 per share and warrants to purchase 540,000 shares of common stock with an exercise price of $6.00 per share. The financing provided approximately $15.2 million in net proceeds to the Company after deducting the placement agent fee and offering expenses. Pursuant to a stock redemption agreement between us and CytRx Corporation dated March 22, 2010, we were required to use 25% of the net proceeds from the offering to repurchase from CytRx a number of shares of our common stock held by CytRx equal to 25% of the shares sold by us in the offering. We are also required to use 25% of the proceeds from the exercise of warrants issued in the offering to repurchase from CytRx a number of shares of our common stock held by CytRx equal to 25% of the shares issued upon the exercise of such warrants. As required by the agreement with CytRx, on March 29, 2010 we repurchased 675,000 shares of our common stock from CytRx for an aggregate price of approximately $3.8 million. We estimate that we will repurchase an additional 135,000 shares of our common stock from CytRx for an aggregate price of $0.8 million if all of the warrants issued in the offering are exercised.
 
We have not had not generated any revenues since inception nor are any revenues expected for the foreseeable future. We expect to incur significant operating losses for the foreseeable future while we advance our future product candidates from discovery through pre-clinical studies and clinical trials and seek regulatory approval and potential commercialization, even if we are collaborating with pharmaceutical and larger biotechnology companies. In addition to these increasing research and development expenses, we expect general and administrative costs to increase as we recruit additional management and administrative personnel.
 
We believe that our existing cash and cash equivalents should be sufficient to fund our operations through at least the first half of 2011. In addition, we also have available to us the SEDA which expires on January 30, 2011. In the future, we will be dependent on obtaining funding from third parties such as proceeds from the sale of equity, funded research and development payments and payments under partnership and collaborative agreements, in order to maintain our operations and meet our obligations to licensors. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back, or terminate, our operations or to seek to merge with or to be acquired by another company.
 
Net Cash Flow from Operating Activities
 
Net cash used in operating activities was approximately $11,769,000 for the year ended December 31, 2009 compared with $9,429,000 net cash used in operating activities for the year ended December 31, 2008. The increase of approximately $2,340,000 resulted primarily from a net loss of $18,387,000, less the add back of non-cash items of $6,333,000, of which $4,202,000 related to stock-based compensation, $826,000 related to stock warrant expense in exchange for services, $218,000 issued as a commitment fee in connection with the SEDA, $162,000 related to depreciation and $285,000 related to changes in current assets and liabilities and $858,000 that reflects the fair value of warrants issued with the 2009 Offering.

41

Table of Contents

Net Cash Flow from Investing Activities
 
Net cash used in investing activities was approximately $83,000 for the year ended December 31, 2009, compared with net cash provided by investing activities of $9,600,000 for the year ended December 31, 2008. The decrease of approximately $9,683,000 in cash provided by investing activities was primarily due to net redemption of short-term investments in 2008.
 
Net Cash Flow from Financing Activities
 
Net cash provided by financing activities was $7,680,000 for the year ended December 31, 2009, compared with $7,922,000 for the year ended December 31, 2008. This decrease was primarily due to net proceeds from the issuance of common stock in the amount of $7,918,000 to institutional investors in the second quarter of 2008 compared with net proceeds from the issuance of common stock in the amount of $7,714,000 to institutional investors in the third quarter of 2009.
 
Recently Issued Accounting Standards
 
In June 2009, the FASB issued Accounting Standard Update (“ASU”) No. 2009-01, Topic 105 — “Generally Accepted Accounting Principles, amendments based on Statement of Financial Accounting Standards (“SFAS”) No. 168 — The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” and establishes only two levels of U.S. GAAP, authoritative and non-authoritative. The amendments established the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. On the effective date of this statement, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. This statement is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. We adopted this update during the three-month period ended September 30, 2009. As the Codification was not intended to change or alter existing U.S. GAAP, the adoption of this update did not have any impact on our financial position, results of operations or cash flows.
 
In June 2009, the FASB ASC Topic 810 “ Amendments to FASB Interpretation No. 46(R) ”, (“ASC 810”), which amends the consolidation guidance applicable to variable interest entities and is effective as of January 1, 2010. We are currently in the process of evaluating the impact of this pronouncement.
 
In June 2009, the FASB issued ASC Topic 860, “ Accounting for Transfers of Financial Assets ” (“ASC 860”), which eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. This statement is effective for fiscal years beginning after November 15, 2009. We are currently in the process of evaluating the impact of ASC-860.
 
In May 2009, FASB ASC Topic 855, “ Subsequent Events ” (“ASC 855”) was issued. This statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim and annual periods ending after June 15, 2009. We adopted ASC 855 in the quarter ending June 30, 2009. The adoption of ASC 855 did not have any impact on our financial position, results of operations or cash flows. We have evaluated all events or transactions that occurred after the period covered by this report, up through the time of filing our annual

42

Table of Contents

report on Form 10-K with the SEC. During this period that we did not have any material recognizable subsequent events other than what is disclosed in footnote 17.
 
In April 2009, the FASB issued the following: (i) FASB ASC Topic 820-10-65, “ Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“ASC 820-10-65”), (ii) FASB ASC Topic 320-10-65, “ Recognition and Presentation of Other-Than-Temporary Impairment” (“ASC 320-10-65”), and (iii) FASB ASC Topic 825-10-65, “ Interim Disclosures about Fair Value of Financial Instruments” (“ASC 825-10-65”), which was effective for interim and annual periods ending after June 15, 2009. ASC 820-10-65 provides guidance on how to determine the fair value of assets and liabilities under ASC 820-10 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If we were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and we may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. ASC 820-10-65 modifies the requirements for recognizing other-than-temporarily impaired debt securities and revise the existing impairment model for such securities, by modifying the current intent and ability indicator in determining whether a debt security is other-than-temporarily impaired. ASC 825-10-65 enhances the disclosure of instruments under the scope of ASC 820 for both interim and annual periods. We are currently evaluating these staff positions and the impact, if any, that adoption will have on our financial position and results of operation.
 
Effective January 1, 2009, we adopted FASB ASC Topic 815-40-15, “ Derivatives and Hedging Evaluating Whether an Instrument is Indexed to an Entity’s Own Stock” (“ASC 815-40-15”), which addresses the accounting for certain instruments as derivatives. Under ASC 815-40-15 specific guidance is provided regarding requirements for an entity to consider embedded features as indexed to the entity’s own stock. See footnote 6 for the impact the adoption of ASC 815-40-15 had on our financial position, results of operations and cash flows.
 
In December 2007, the FASB ratified the consensus reached by the EITF on ASC Topic 808, “ Accounting for Collaborative Agreements ” (“ASC 808-10-2”), which provides the definition of a collaborative agreement and ASC 808-10-15 provides guidelines to assist an entity in determining whether or not it is a party in a collaborative agreement. ASC 808-10-45 states that costs incurred and revenues generated from transactions with third parties shall be reported in accordance with ASC Topic 605-45, “ Reporting Revenue Gross as a Principal versus Net as an Agent, ” (“ASC 808-10-50”) also provides minimum disclosure requirements for an entity’s collaboration agreements and transition guidance. The adoption of ASC Topic 808 did not have a material impact on our financial position, results of operations and cash flows.
 
In June 2007, the Emerging Issues Task Force issued ASC Topic 730-20 “Research and Development Arrangements” (“ASC 730-20”). ASC 730-20 addresses the diversity which exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under ASC 730-20, an entity would defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed subject to an assessment of recoverability. ASC 730-20 was effective for fiscal years beginning after December 15, 2007 and interim periods within those years. The adoption of ASC 730-20 did not have a material impact on our financial statements.
 
Off-Balance Sheet Arrangements
 
In connection with certain license agreement, we are required to indemnify the licensor for certain damages arising in connection with the intellectual property rights licensed under the agreement. In addition, we are a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate us to indemnify the other parties to such agreements upon the occurrence of certain events. These indemnification obligations are considered off-balance sheet arrangements in accordance with ASC Topic 460 (“ASC 460”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” To date, we have not encountered material costs as

43

Table of Contents

a result of such obligations and have not accrued any liabilities related to such obligations and have not accrued any liabilities related to such obligations in our financial statements. See Note 9 to our financial statements included in this annual report on Form 10-K for further discussion of these indemnification agreements.
 
On January 30, 2009, we entered into the SEDA with YA Global pursuant to which we may, at our sole and exclusive option, periodically sell to YA Global shares of our common stock at a price based on it then current market price for a total purchase price of up to $25.0 million. Advance notices may be given to YA Global once every five trading days, and advances shall not be more than $500,000. The purchase price for shares of common stock shall be 95% of the lowest volume weighted average price of the common stock during the five consecutive trading days after the advance notice date. YA Global is not obligated to fund any advance from us until such time as a registration statement which registers the resale of the shares of our common stock to be issued to YA Global is declared effective by the SEC, which has not yet occurred. The term of the SEDA is two years.
 
We issued YA Global an aggregate of 58,398 shares of our common stock as a commitment fee in connection with the transaction. RXi has also paid to Yorkville Advisors, LLC, YA Global’s general partner, a due diligence and structuring fee of $25,000.

ITEM 7A.   	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	
 
Because we are a smaller reporting company, we are not required to provide the information required by this Item.

44

 

ITEM 8.   	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	
 
RXi’s financial information as of December 31, 2008 and 2009 and for the years then ended and for the cumulative financial information for the period from January 1, 2003 (date of inception) to December 31, 2009 have been audited by our independent registered public accounting firm, BDO Seidman, LLP.

 	 	Page No.	
 		
Index to Financial Statements	 	 	 	 	
Report of Independent Registered Public Accounting Firm	 	 	46	 	
Balance Sheets as of December 31, 2009 and 2008	 	 	47	 	
Statements of Expenses for the years ended December 31, 2009 and 2008 and the cumulative period from inception (January 1, 2003) through December 31, 2009	 	 	48	 	
Statements of Stockholders’ Equity for the period from April 3, 2006 through December 31, 2009 and Parent Company’s Net Deficit for the period from December 31 2003 through December 31, 2006	 	 	49	 	
Statements of Cash Flows for the years ended December 31, 2009 and 2008 and the cumulative period from inception (January 1, 2003) through December 31, 2009	 	 	51	 	
Notes to Financial Statements	 	 	53	 	

45

Table of Contents
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors and Stockholders
RXi Pharmaceuticals Corporation
Worcester, Massachusetts
 
We have audited the accompanying balance sheets of RXi Pharmaceuticals Corporation (a development stage Company) as of December 31, 2009 and 2008 and the related statements of expenses, stockholders’ equity and cash flows for the years then ended and for the period from January 1, 2003 (date of inception) to December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RXi Pharmaceuticals Corporation as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and for the period from January 1, 2003 (date of inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
/s/  BDO Seidman, LLP
 
Boston, Massachusetts
March 31, 2010

46

Table of Contents

RXi PHARMACEUTICALS CORPORATION
(A Development Stage Company)

BALANCE SHEETS 

 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	(Amounts in thousands, except share data)	 	
 		
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	5,684	 	 	$	9,856	 	
Prepaid expenses	 	 	120	 	 	 	73	 	
 	 	 	 	 	 	 	 	 	
Total current assets	 	 	5,804	 	 	 	9,929	 	
 	 	 	 	 	 	 	 	 	
Equipment and furnishings, net of accumulated depreciation and amortization of $320 and $158 in 2009 and 2008, respectively	 	 	432	 	 	 	414	 	
Deposits	 	 	16	 	 	 	16	 	
 	 	 	 	 	 	 	 	 	
Total assets	 	$	6,252	 	 	$	10,359	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	625	 	 	$	394	 	
Accrued expense and other current liabilities	 	 	1,077	 	 	 	976	 	
Current maturities of capital lease obligations	 	 	52	 	 	 	17	 	
Warrants potentially settleable in cash	 	 	3,721	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	
Total current liabilities	 	 	5,475	 	 	 	1,387	 	
Capital lease obligations, net of current maturities	 	 	36	 	 	 	4	 	
 	 	 	 	 	 	 	 	 	
Total liabilities	 	 	5,511	 	 	 	1,391	 	
 	 	 	 	 	 	 	 	 	
Commitments and contingencies (Notes 6, 8 & 14)	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding	 	 	—	 	 	 	—	 	
Common stock, $0.0001 par value; 50,000,000 shares authorized; 16,207,625 and 13,763,231 shares issued and outstanding in 2009 and 2008, respectively	 	 	2	 	 	 	1	 	
Additional paid-in capital	 	 	44,489	 	 	 	34,330	 	
Deficit accumulated during the developmental stage	 	 	(43,750	)	 	 	(25,363	)	
 	 	 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	741	 	 	 	8,968	 	
 	 	 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	6,252	 	 	$	10,359	 	

 
See accompanying notes to financial statements.

47

Table of Contents

RXi PHARMACEUTICALS CORPORATION
(A Development Stage Company)
 
STATEMENTS OF EXPENSES

 	 	 	 	 	 	 	 	Period from	 	
 	 	 	 	 	 	 	 	January 1,	 	
 	 	 	 	 	 	 	 	2003 (Date of	 	
 	 	Year Ended	 	 	Year Ended	 	 	Inception) to	 	
 	 	December 31,	 	 	December 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	 	2009	 	
 	 	(Amounts in thousands, except share and per share data)	 	
 		
Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
Research and development expense	 	$	6,728	 	 	$	5,105	 	 	$	20,637	 	
Research and development employee stock-based compensation expense	 	 	867	 	 	 	336	 	 	 	1,323	 	
Research and development non-employee stock-based compensation expense	 	 	1,297	 	 	 	1,613	 	 	 	5,320	 	
Fair value of common stock issued in exchange for licensing rights	 	 	—	 	 	 	—	 	 	 	3,954	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total research and development expense	 	 	8,892	 	 	 	7,054	 	 	 	31,234	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
General and administrative	 	 	5,483	 	 	 	4,874	 	 	 	15,617	 	
Fair value of common stock warrants issued for general and administrative expenses	 	 	826	 	 	 	750	 	 	 	1,576	 	
Fair value of common stock issued in exchange for general and administrative expenses	 	 	281	 	 	 	—	 	 	 	281	 	
General and administrative employee stock-based compensation	 	 	2,038	 	 	 	1,875	 	 	 	4,844	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total general and administrative expense	 	 	8,628	 	 	 	7,499	 	 	 	22,318	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	 	(17,520	)	 	 	(14,553	)	 	 	(53,552	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income (expense)	 	 	(5	)	 	 	180	 	 	 	623	 	
Other income (expense)	 	 	(862	)	 	 	—	 	 	 	(862	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before provision for income taxes	 	 	(18,387	)	 	 	(14,373	)	 	 	(53,791	)	
Provision for income taxes	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(18,387	)	 	$	(14,373	)	 	$	(53,791	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss per common share:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted loss per share	 	$	(1.24	)	 	$	(1.09	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding: basic and diluted	 	 	14,796,541	 	 	 	13,239,942	 	 	 	 	 	

 
See accompanying notes to financial statements.

48

Table of Contents

RXi PHARMACEUTICALS CORPORATION
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM APRIL 3, 2006 TO
DECEMBER 31, 2009 AND PARENT COMPANY’S NET DEFICIT FOR THE PERIOD
FROM DECEMBER 31, 2003 TO DECEMBER 31, 2006 

 	 	 	 	 	 	 	 	 	 	 	Deficit	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Additional	 	 	During	 	 	Parent	 	 	 	 	
 	 	Common Stock	 	 	Paid-In	 	 	Development	 	 	Company’s	 	 	 	 	
 	 	Shares Issued	 	 	Amount	 	 	Capital	 	 	Stage	 	 	Net Deficit	 	 	Total	 	
 	 	(Amounts in thousands, except share data)	 	
 		
Predecessor	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2003	 	 	—	 	 	$	—	 	 	$	—	 	 	 	 	 	 	$	(89	)	 	$	(89	)	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	(3,272	)	 	 	(3,272	)	
Net transactions with Parent	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	2,393	 	 	 	2,393	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2004	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	(968	)	 	 	(968	)	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	(2,209	)	 	 	(2,209	)	
Net transactions with Parent	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	2,727	 	 	 	2,727	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2005	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	(450	)	 	 	(450	)	
Net Loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	(2,405	)	 	 	(2,405	)	
Net transactions with Parent	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	2,587	 	 	 	2,587	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2006	 	 	—	 	 	$	—	 	 	$	—	 	 	 	 	 	 	$	(268	)	 	$	(268	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Successor	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at April 3, 2006	 	 	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 	 	$	—	 	
Issuance of common stock	 	 	1,624,278	 	 	 	—	 	 	 	2	 	 	 	—	 	 	 	 	 	 	 	2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2006	 	 	1,624,278	 	 	 	—	 	 	 	2	 	 	 	—	 	 	 	 	 	 	 	2	 	
Common stock issued to CytRx for contribution of RXi and other assets	 	 	7,040,318	 	 	 	1	 	 	 	47	 	 	 	—	 	 	 	 	 	 	 	48	 	
Common stock issued for cash	 	 	3,273,292	 	 	 	—	 	 	 	15,348	 	 	 	—	 	 	 	 	 	 	 	15,348	 	
Common stock issued to CytRx for reimbursement of expenses	 	 	188,387	 	 	 	—	 	 	 	978	 	 	 	—	 	 	 	 	 	 	 	978	 	
Expenses incurred by CytRx for RXi	 	 	—	 	 	 	—	 	 	 	831	 	 	 	—	 	 	 	 	 	 	 	831	 	
Common stock issued to UMMS for additional intellectual properties	 	 	462,112	 	 	 	—	 	 	 	2,311	 	 	 	—	 	 	 	 	 	 	 	2,311	 	
Common stock issued to directors	 	 	30,000	 	 	 	—	 	 	 	150	 	 	 	—	 	 	 	 	 	 	 	150	 	
Common stock issued upon exercise of stock options	 	 	66,045	 	 	 	—	 	 	 	331	 	 	 	—	 	 	 	 	 	 	 	331	 	
Stock based compensation for directors and employees	 	 	—	 	 	 	—	 	 	 	1,048	 	 	 	—	 	 	 	 	 	 	 	1,048	 	
Stock based compensation expense for services	 	 	—	 	 	 	—	 	 	 	766	 	 	 	—	 	 	 	 	 	 	 	766	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(10,990	)	 	 	 	 	 	 	(10,990	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2007	 	 	12,684,432	 	 	 	1	 	 	 	21,812	 	 	 	(10,990	)	 	 	 	 	 	 	10,823	 	

49

Table of Contents

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Deficit	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Additional	 	 	During	 	 	Parent	 	 	 	 	
 	 	Common Stock	 	 	Paid-In	 	 	Development	 	 	Company’s	 	 	 	 	
 	 	Shares Issued	 	 	Amount	 	 	Capital	 	 	Stage	 	 	Net Deficit	 	 	Total	 	
 	 	(Amounts in thousands, except share data)	 	
 		
Issuance of common stock, net of offering costs of $796	 	 	1,073,299	 	 	 	—	 	 	 	7,918	 	 	 	—	 	 	 	 	 	 	 	7,918	 	
Common stock issued upon exercise of stock options	 	 	5,500	 	 	 	—	 	 	 	26	 	 	 	—	 	 	 	 	 	 	 	26	 	
Stock based compensation for directors and employees	 	 	—	 	 	 	—	 	 	 	2,211	 	 	 	—	 	 	 	 	 	 	 	2,211	 	
Stock based compensation expense for services	 	 	—	 	 	 	—	 	 	 	1,613	 	 	 	—	 	 	 	 	 	 	 	1,613	 	
Common stock warrant expense in exchange for services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	750	 	 	 	 	 	 	 	750	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(14,373	)	 	 	 	 	 	 	(14,373	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2008	 	 	13,763,231	 	 	 	1	 	 	 	34,330	 	 	 	(25,363	)	 	 	 	 	 	 	8,968	 	
Issuance of common stock, net of offering costs of $636	 	 	2,385,715	 	 	 	1	 	 	 	7,713	 	 	 	—	 	 	 	 	 	 	 	7,714	 	
Common stock warrants issued in connection with the 2009 Offering	 	 	—	 	 	 	—	 	 	 	(2,863	)	 	 	—	 	 	 	 	 	 	 	(2,863	)	
Common stock issued upon exercise of stock options	 	 	281	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	
Common stock issued as commitment fee in connection with SEDA	 	 	58,398	 	 	 	—	 	 	 	281	 	 	 	—	 	 	 	 	 	 	 	281	 	
Stock based compensation for directors and employees	 	 	—	 	 	 	—	 	 	 	2,906	 	 	 	—	 	 	 	 	 	 	 	2,906	 	
Stock based compensation expense for services	 	 	—	 	 	 	—	 	 	 	1,296	 	 	 	—	 	 	 	 	 	 	 	1,296	 	
Common stock warrant expense in exchange for services	 	 	 	 	 	 	—	 	 	 	826	 	 	 	—	 	 	 	 	 	 	 	826	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(18,387	)	 	 	 	 	 	 	(18,387	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2009	 	 	16,207,625	 	 	 	2	 	 	$	44,489	 	 	$	(43,750	)	 	 	 	 	 	$	741	 	

 
See accompanying notes to financial statements.

50

Table of Contents

RXi PHARMACEUTICALS CORPORATION
(A Development Stage Company)

STATEMENTS OF CASH FLOWS 

 	 	 	 	 	 	 	 	Period from	 	
 	 	 	 	 	 	 	 	January 1,	 	
 	 	 	 	 	 	 	 	2003 (Date of	 	
 	 	 	 	 	 	 	 	Inception)	 	
 	 	Year Ended	 	 	Year Ended	 	 	through	 	
 	 	December 31,	 	 	December 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	 	2009	 	
 	 	(Amounts in thousands)	 	
 		
Cash flows from operating activities :	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(18,387	)	 	$	(14,373	)	 	$	(53,791	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjustment to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization expense	 	 	162	 	 	 	131	 	 	 	329	 	
Loss on disposal of equipment	 	 	4	 	 	 	8	 	 	 	12	 	
Non-cash rent expense	 	 	—	 	 	 	29	 	 	 	29	 	
Accretion and receipt of bond discount	 	 	—	 	 	 	207	 	 	 	35	 	
Non-cash share based compensation	 	 	4,202	 	 	 	3,824	 	 	 	11,489	 	
Fair value of common stock warrants issued in exchange for services	 	 	826	 	 	 	750	 	 	 	1,576	 	
Fair value of common stock issued as commitment fee in connection with SEDA	 	 	281	 	 	 	—	 	 	 	281	 	
Change in fair value of common stock warrants issued in connection with the 2009 offering	 	 	858	 	 	 	—	 	 	 	858	 	
Fair value of common stock issued in exchange for licensing rights	 	 	—	 	 	 	—	 	 	 	3,954	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Prepaid expenses	 	 	(47	)	 	 	(51	)	 	 	(120	)	
Accounts payable	 	 	231	 	 	 	339	 	 	 	625	 	
Due to former parent	 	 	—	 	 	 	(207	)	 	 	(207	)	
Accrued expenses and other current liabilities	 	 	101	 	 	 	(86	)	 	 	1,077	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash used in operating activities	 	 	(11,769	)	 	 	(9,429	)	 	 	(33,853	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Purchase of short-term investments	 	 	—	 	 	 	(19,785	)	 	 	(31,542	)	
Maturities of short-term investments	 	 	—	 	 	 	29,530	 	 	 	31,507	 	
Cash paid for purchase of equipment and furnishings	 	 	(82	)	 	 	(166	)	 	 	(580	)	
Disposal of equipment and furnishings	 	 	(1	)	 	 	—	 	 	 	(1	)	
Cash refunded (paid) for lease deposit	 	 	—	 	 	 	21	 	 	 	(45	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) investing activities	 	 	(83	)	 	 	9,600	 	 	 	(661	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net proceeds from issuance of common stock	 	 	7,714	 	 	 	7,918	 	 	 	31,132	 	
Net proceeds from exercise of common stock options	 	 	—	 	 	 	26	 	 	 	356	 	
Repayments of capital lease obligations	 	 	(34	)	 	 	(22	)	 	 	(56	)	
Cash advances from Parent, net	 	 	 	 	 	 	 	 	 	 	8,766	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by financing activities	 	 	7,680	 	 	 	7,922	 	 	 	40,198	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	 	(4,172	)	 	 	8,093	 	 	 	5,684	 	
Cash and cash equivalents at the beginning of period	 	 	9,856	 	 	 	1,763	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	$	5,684	 	 	$	9,856	 	 	$	5,684	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash received during the periods for interest	 	 	1	 	 	$	449	 	 	$	724	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid during the periods for interest	 	$	—	 	 	$	7	 	 	$	7	 	

51

Table of Contents

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Period from	 	
 	 	 	 	 	 	 	 	January 1,	 	
 	 	 	 	 	 	 	 	2003 (Date of	 	
 	 	 	 	 	 	 	 	Inception)	 	
 	 	Year Ended	 	 	Year Ended	 	 	through	 	
 	 	December 31,	 	 	December 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	 	2009	 	
 	 	(Amounts in thousands)	 	
 		
Supplemental disclosure of non-cash investing and financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Settlement of corporate formation expenses in exchange for common stock	 	$	—	 	 	$	—	 	 	$	978	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair value of warrants issued in connection with common stock recorded as cost of equity	 	$	2,863	 	 	$	—	 	 	$	2,863	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Allocation of management expenses	 	$	—	 	 	$	—	 	 	$	551	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Equipment and furnishings exchanged for common stock	 	$	—	 	 	$	—	 	 	$	48	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of equipment and furnishings through accrued liabilities	 	$	—	 	 	$	—	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Equipment and furnishings acquired through capital lease	 	$	101	 	 	$	43	 	 	$	144	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-cash lease deposit	 	$	—	 	 	$	—	 	 	$	50	 	

 
See accompanying notes to financial statements.

52

Table of Contents

RXi PHARMACEUTICALS CORPORATION
(A Development Stage Company)

 NOTES TO FINANCIAL STATEMENTS 

1.  	Nature of Business	
 
RXi Pharmaceuticals Corporation (“RXi” or the “Company”) was formed by CytRx Corporation (“CytRx” or the “Former Parent”) and four prominent RNAi researchers, including Craig C. Mello, Ph.D., who was awarded the 2006 Nobel Prize in Medicine for his co-discovery of RNAi. The purpose of forming RXi was to pursue the development of proprietary therapeutics based on RNAi for the treatment of human diseases. By utilizing the Company’s expertise in RNAi and the comprehensive RNAi technology platform it has established, the Company believes it will be able to discover and develop lead compounds and progress them into and through clinical development for potential commercialization more efficiently than traditional drug development approaches, primarily in partnerships with pharmaceutical and biotechnology companies.
 
RXi was incorporated as Argonaut Pharmaceuticals, Inc., in Delaware, on April 3, 2006. The Company changed its name to RXi Pharmaceuticals Corporation on November 28, 2006. From April 3, 2006 (date of incorporation) until January 8, 2007, no business was conducted at the RXi level. On January 8, 2007, RXi entered into a contribution agreement with CytRx under which CytRx assigned and contributed to RXi substantially all of its RNAi-related technologies and assets and commenced operations; these contributed assets were recorded by RXi at the historical cost basis of $48,000.
 
Because the RNAi activities prior to 2007 were conducted by CytRx, the financial statements of RXi for the periods through December 31, 2006 have been disaggregated, or “carved-out,” of the financial statements of CytRx. These carved-out financial statements form what are referred to herein as the financial statements of the “Predecessor,” and include both direct and indirect expenses. The historical direct expenses consist primarily of the various costs for technology license agreements, sponsored research agreements and fees paid to scientific advisors. Indirect expenses during this period represent expenses incurred by CytRx on behalf of RXi, including salary, benefits, rent, accounting and other general and administrative expenses that have been allocated to RXi based upon estimates of the percentage of time spent by individual CytRx employees working on RXi matters. Management believes the assumptions underlying the allocations of indirect expenses in the carve-out financial information are reasonable; however, RXi’s financial position, results of operations and cash flows may have been materially different if it was operated as a stand-alone entity as of and for the periods ended December 31, 2007. RXi’s financial information from January 8, 2007 is referred to in these financial statements as the financial information of the “Successor” and includes expenses incurred by RXi in its RNAi therapeutic programs, as well as an allocation of indirect expenses relating to corporate services provided by CytRx through December 31, 2007. In addition, the net intercompany activities between Predecessor and CytRx have been accumulated into a single caption entitled “Parent Company’s Net Deficit.”
 
To date, RXi’s principal activities have consisted of conducting discovery research and pre-clinical development activities utilizing the Company’s RNAi therapeutic platform, acquiring RNAi technologies and patent rights through exclusive, co-exclusive and non-exclusive licenses, recruiting an RNAi-focused management and scientific/clinical advisory team, capital raising activities and conducting business development activities aimed at establishing research and development partnerships with pharmaceutical and larger biotechnology companies.
 
As the Company has not generated any revenues from inception through December 31, 2009, the Company is considered a development-stage company for accounting purposes.
 
The Company had cash and cash equivalents of approximately $5.7 million as of December 31, 2009 and approximately $14.4 million as of March 31, 2010.

53

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
During 2009 and to date in 2010, the Company entered into the following significant financing transactions:
 
On January 30, 2009, the Company entered into the SEDA, pursuant to which the Company may, at its option over a two-year period, ending on January 30, 2011, periodically sell to YA Global shares of the Company’s common stock, for a total purchase price of up to $25.0 million. To date no shares have been sold under the SEDA.
 
On August 4, 2009, the Company closed the 2009 Offering in which it sold 2,385,715 shares of its common stock and warrants to purchase 954,286 shares of its common stock and a at an exercise price of $4.50 per share resulting in approximately $7.8 million in net proceeds after deducting the placement agent fee and offering expenses.
 
On March 26, 2010, the Company closed a registered direct financing (the “2010 Offering”) pursuant to which it sold to certain investors 2,700,000 shares of common stock at $6.00 per share and warrants to purchase 540,000 shares of common stock with an exercise price of $6.00 per share. The financing provided approximately $15.2 million in net proceeds to the Company after deducting the placement agent fee and offering expenses. Pursuant to a stock redemption agreement between us and CytRx Corporation dated March 22, 2010, the Company is required to use 25% of the net proceeds from the offering to repurchase from CytRx a number of shares of its common stock held by CytRx equal to 25% of the shares sold by th e Company in the offering. The Company is also required to use 25% of the proceeds from the exercise of warrants issued in the offering to repurchase from CytRx a number of shares of its common stock held by CytRx equal to 25% of the shares issued upon the exercise of such warrants. As required by the agreement with CytRx, on March 31, 2010 the Company repurchased 675,000 shares of its common stock from CytRx for an aggregate price of approximately $3.8 million. The Company estimates that it will repurchase an additional 135,000 shares of its common stock from CytRx for an aggregate price of $0.8 million if all of the warrants issued in the offering are exercised.
 
We have not had not generated any revenues since inception nor are any revenues expected for the foreseeable future. We expect to incur significant operating losses for the foreseeable future while we advance our future product candidates from discovery through pre-clinical studies and clinical trials and seek regulatory approval and potential commercialization, even if we are collaborating with pharmaceutical and larger biotechnology companies. In addition to these increasing research and development expenses, we expect general and administrative costs to increase as we recruit additional management and administrative personnel.
 
We believe that our existing cash and cash equivalents should be sufficient to fund our operations through at least the first half of 2011. In addition, we also have available to us the SEDA which expires on January 30, 2011. In the future, we will be dependent on obtaining funding from third parties such as proceeds from the sale of equity, funded research and development payments and payments under partnership and collaborative agreements, in order to maintain our operations and meet our obligations to licensors. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back, or terminate, our operations or to seek to merge with or to be acquired by another company.
 
The Company believes that its existing cash, is sufficient to fund operations through at least the first half of 2011. In the future, the Company will be dependent on obtaining funding from third parties such as proceeds from the sale of equity, funded research and development payments and payments under partnership and collaborative agreements, in order to maintain its operations. There is no guarantee that debt, additional equity or other funding will be available to the Company on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, it would be forced to scale back, or terminate, its operations or to seek to merge with or to be acquired by another company.

54

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
The Company expects to incur significant operating losses for the foreseeable future while it advances its future product candidates from discovery through pre-clinical studies and clinical trials and seek regulatory approval and potential commercialization, even if the Company is collaborating with pharmaceutical and larger biotechnology companies. In addition to these increasing research and development expenses, the Company expects general and administrative costs to increase as it recruits additional management and administrative personnel. The Company will need to generate significant revenues to achieve profitability and may never do so.

2.  	Summary of Significant Accounting Policies	
 
Uses of estimates in preparation of financial statements  — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.
 
Cash and Cash Equivalents  — The Company considers all highly-liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts.
 
Fair Value of Financial Instruments  — The carrying amounts reported in the balance sheet for cash equivalents, accounts payable and accrued liabilities approximate their fair values due to their short-term nature.
 
Equipment and Furnishings  — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets.
 
Depreciation and amortization expense for the year ended December 31, 2009 and 2008 was approximately $162,000 and $131,000, respectively.
 
Impairment of Long-Lived Assets  — The Company reviews long-lived assets, including finite lived intangible assets, for impairment on an annual basis, as of December 31, or on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company believes no impairment existed as of December 31, 2009.
 
Patents and Patent Application Costs  — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.
 
Share-based Compensation  — The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.
 
For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”) “Equity Based Payments to Non-Employees” . Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At

55

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the Company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.
 
The Company recognized $1.3 million and $1.6 million of stock based compensation expense related to non-employee stock options for the years ended December 31, 2009 and 2008, respectively.
 
Derivative Financial Instruments  — During the normal course of business, from time to time, the Company issues warrants and options to vendors as consideration to perform services. It may also issue warrants as part of a debt or equity financing. The Company does not enter into any derivative contracts for speculative purposes.
 
The Company recognizes all derivatives as assets or liabilities measured at fair value with changes in fair value of derivatives reflected as current period income or loss unless the derivatives qualify for hedge accounting and are accounted for as such. During the year ended December 31, 2009, the Company issued warrants to purchase 978,142 shares of common stock in connection with an equity transaction. In accordance with FASB ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Stock” (“ASC 815-40”), the value of these warrants is required to be recorded as a liability, as the holders have an option to put the warrants back to the Company in certain events, as defined.
 
As of December 31, 2009, the value of these warrants is approximately $3.7 million and is recorded as a current liability on the accompanying balance sheet.
 
Research and Development Expenses  — Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead directly related to the Company’s research and development departments as well as costs to acquire technology licenses.
 
Income Taxes  — The Company recognizes liabilities or assets for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740-10 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. RXi evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the Company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the Company’s income tax provision or benefit. The recognition and measurement of benefits related to the Company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and RXi’s assumptions or changes in the Company’s assumptions in future periods are recorded in the period they become known
 
Concentrations of Credit Risk  — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. As of December 31, 2009, the Company’s cash equivalents were invested in money market mutual funds. The Company’s investment policy disallows investment in any debt securities rated less than “investment grade” by national ratings services. The Company has not experienced any losses on its deposits of cash and cash equivalents or its short-term investments.

56

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
Comprehensive Loss  — The Company’s comprehensive loss is equal to its net loss for all periods presented.
 
Parent Company’s Net Deficit  — The Parent Company’s Net Deficit of the Predecessor consists of CytRx’s initial investment in RXi and subsequent changes in RXi’s net investment resulting from RXi being an integrated part of CytRx. All disbursements for the Predecessor were made by CytRx.

3.  	Recent Accounting Pronouncements	
 
In June 2009, the FASB issued ASC Topic 105 , “Generally Accepted Accounting Principles, amendments based on Statement of Financial Accounting Standards (“SFAS”) No. 168 — The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” , (“ASC 105”) which establishes only two levels of U.S. GAAP, authoritative and non-authoritative. The amendments established the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. On the effective date of this statement, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. This statement is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company adopted this update during the three-month period ended September 30, 2009. As the Codification was not intended to change or alter existing U.S. GAAP, the adoption of ASC 105 did not have any impact on the Company’s financial position, results of operations or cash flows.
 
In June 2009, the FASB ASC Topic 810 “Amendments to FASB Interpretation No. 46R”, (“ASC 810”), which amends the consolidation guidance applicable to variable interest entities and is effective as of January 1, 2010. The Company is currently in the process of evaluating the impact of this pronouncement.
 
In June 2009, the FASB issued ASC Topic 860, “Accounting for Transfers of Financial Assets” (“ASC 860”), which eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. This statement is effective for fiscal years beginning after November 15, 2009. The Company is currently in the process of evaluating the impact of ASC-860.
 
In May 2009, FASB ASC Topic 855, “Subsequent Events” (“ASC 855”) which sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim and annual periods ending after June 15, 2009. The Company adopted ASC 855 in the quarter ending June 30, 2009. The adoption of ASC 855 did not have any impact on the Company’s financial position, results of operations or cash flows. The Company evaluated all events or transactions that occurred after the period covered by this report, up through the time of filing this annual report on Form 10-K with the SEC. During this period the Company did not have any material recognizable subsequent events other than what is disclosed in footnote 17.
 
In April 2009, the FASB issued the following: (i) FASB ASC Topic 820-10-65, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“ASC 820-10-65”), (ii) FASB ASC Topic 320-10-65, “Recognition and Presentation of Other-Than-Temporary Impairment” (“ASC 320-10-65”), and (iii) FASB ASC Topic 825-10-65,

57

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
“Interim Disclosures about Fair Value of Financial Instruments” (“ASC 825-10-65”), which was effective for interim and annual periods ending after June 15, 2009. ASC 820-10-65 provides guidance on how to determine the fair value of assets and liabilities under ASC 820-10 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If RXI were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and the Company may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. ASC 820-10-65 modifies the requirements for recognizing other-than-temporarily impaired debt securities and revises the existing impairment model for such securities, by modifying the current intent and ability indicator in determining whether a debt security is other-than-temporarily impaired. ASC 825-10-65 enhances the disclosure of instruments under the scope of ASC 820 for both interim and annual periods. The Company is currently evaluating these staff positions and the impact, if any, that adoption will have on its financial position and results of operation.
 
Effective January 1, 2009, the Company adopted FASB ASC Topic 815-40-15, “Derivatives and Hedging Evaluating Whether an Instrument is Indexed to an Entity’s Own Stock” (“ASC 815-40-15”), which addresses the accounting for certain instruments as derivatives. Under ASC 815-40-15 specific guidance is provided regarding requirements for an entity to consider embedded features as indexed to the entity’s own stock. See footnote 6 for the impact the adoption of ASC 815-40-15 had on the Company’s financial position, results of operations and cash flows.
 
In December 2007, the FASB ratified the consensus reached by the EITF on ASC Topic 808, “Accounting for Collaborative Agreements” (“ASC 808-10-2”), which provides the definition of a collaborative agreement and ASC 808-10-15 provides guidelines to assist an entity in determining whether or not it is a party in a collaborative agreement. ASC 808-10-45 states that costs incurred and revenues generated from transactions with third parties shall be reported in accordance with ASC Topic 605-45, “Reporting Revenue Gross as a Principal versus Net as an Agent,” (“ASC 808-10-50”) also provides minimum disclosure requirements for an entity’s collaboration agreements and transition guidance. The adoption of ASC Topic 808 did not have a material impact on the Company’s financial position, results of operations and cash flows.
 
In June 2007, the Emerging Issues Task Force issued ASC Topic 730-20 “Research and Development Arrangements” (“ASC 730-20”). ASC 730-20 addresses the diversity which exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under ASC 730-20, an entity would defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed subject to an assessment of recoverability. ASC 730-20 was effective for fiscal years beginning after December 15, 2007 and interim periods within those years. The adoption of ASC 730-20 did not have a material impact on the Company’s financial statements

4.  	Fair Value Measurements	
 
Effective January 1, 2008, the Company implemented FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are as defined as follows:
 
Level 1 — quoted prices in active markets for identical assets or liabilities.
 
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

58

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)

Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.
 
The Company categorized its cash equivalents as a Level 1 hierarchy. The valuation for Level 1 was determined based on a “market approach” using quoted prices in active markets for identical assets. Valuations of these assets do not require a significant degree of judgment. The Company categorized its warrants potentially settled in cash as a Level 2 hierarchy. The warrants are measured at market value on a recurring basis and are being marked to market each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with our application of ASC 718. See footnote 9.
 
In accordance with the provisions of ASC 820 the Company has elected to defer implementation of ASC 820, as it relates to its financial assets and liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until January 1, 2010. The Company is evaluating the impact, if any, this standard will have on its financial assets and liabilities. The adoption of ASC 820, as it relates to the Company’s financial assets and liabilities that are re-measured and reported at fair value at least annually did not have an impact on the Company’s financial results.

5.  	Deposits	
 
At December 31, 2009 and 2008, the Company had $16,000 on deposit with its landlords related to leased facilities, all of which are classified as deposits.

6.  	Capital Lease Obligations	
 
The Company acquires equipment under capital lease obligations. Accordingly, the Company capitalized approximately $100,000 and $43,000 of equipment during the accompanying years ended December 31, 2009 and 2008, respectively, and this is included in equipment and furnishings on the balance sheet. Amortization of capitalized leased equipment for the years ended December 31, 2009 and 2008 was approximately $10,000 and $7,000, respectively. Accumulated amortization of capitalized lease equipment was approximately $17,000 and $7,000 at December 31, 2009 and 2008, respectively. Future minimum lease payments under the capital lease are $52,000, $24,000 and $2,000 for the years ending December 31, 2010, 2011 and 2012, respectively.

7.  	Accrued Expenses and Other Current Liabilities	
 
Accrued expenses and other current liabilities consist of the following (in thousands):

 	 	For the Year Ended	 	
 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 		
Professional fees	 	$	390	 	 	$	398	 	
Research and development costs	 	 	28	 	 	 	47	 	
Payroll related costs	 	 	659	 	 	 	531	 	
 	 	 	 	 	 	 	 	 	
Total accrued expenses and other current liabilities	 	$	1,077	 	 	$	976	 	

 
		
8.  	Commitments and Contingencies	
 
The Company acquires assets still in development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, RXi is required to make royalty payments based

59

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
upon a percentage of the sales. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below. See footnote 15.
 
These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give RXi the discretion to unilaterally terminate development of the product, which would allow RXi to avoid making the contingent payments; however, RXi is unlikely to cease development if the compound successfully achieves clinical testing objectives. The Company’s contractual obligations that will require future cash payments as of December 31, 2009 are as follows (in thousands):

 	 	 	 	 	Non-Cancelable	 	 	 	 	 	Cancelable	 	 	 	 	
 	 	Operating	 	 	Employment	 	 	 	 	 	License	 	 	 	 	
Years Ending December 31,	 	Leases(1)	 	 	Agreements(2)	 	 	Subtotal	 	 	Agreements(3)	 	 	Total	 	
 		
2010	 	$	239	 	 	$	1,389	 	 	$	1,628	 	 	$	2,068	 	 	$	3,696	 	
2011	 	 	22	 	 	 	198	 	 	 	220	 	 	 	875	 	 	 	1,095	 	
2012	 	 	 	 	 	 	73	 	 	 	73	 	 	 	930	 	 	 	1,003	 	
2013	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,400	 	 	 	1,400	 	
2014	 	 	—	 	 	 	—	 	 	 	—	 	 	 	735	 	 	 	735	 	
thereafter	 	 	—	 	 	 	—	 	 	 	—	 	 	 	13,481	 	 	 	13,481	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	261	 	 	$	1,660	 	 	$	1,921	 	 	$	19,489	 	 	$	21,410	 	

 

			
(1)		Operating leases are primarily facility and equipment related obligations with third party vendors. Operating lease expenses during the years ended December 31, 2009 and 2008 were approximately $260,000 and $216,000, respectively.	
 		
(2)		Employment agreement obligations include management contracts, as well as scientific advisory board member compensation agreements. Certain agreements, which have been revised from time to time, provide for minimum salary levels, adjusted annually at the discretion of the Compensation Committee, as well as for minimum bonuses that are payable.	
 		
(3)		License agreements generally relate to the Company’s obligations with UMMS associated with RNAi and, for future periods, represent minimum annual royalty and milestone payment obligations, of the total amount due $2,250,000 can be paid in equity, provided that the securities are registered for resale at the time of such payment. The Company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due.	
 
The Company applies the disclosure provisions ASC Topic 460 (“ASC 460”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Other s”, to its agreements that contain guarantee or indemnification clauses. The Company provides (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to us. These indemnifications give rise only to the disclosure provisions of ASC 460. To date, the Company has not incurred costs as a result of these obligations and does not expect to incur material costs in the future. Accordingly, the Company has not accrued any liabilities in its financial statements related to these indemnifications.

9.  	Stockholders’ Equity	
 
Preferred Stock  — The Company has authorized up to 5,000,000 shares of preferred stock, $0.00001 par value per share, for issuance. The preferred stock will have such rights, preferences, privileges and restrictions,

60

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon its issuance. At December 31, 2009, there were no shares of preferred stock outstanding.
 
Common Stock Warrants  — On August 7, 2008, the Company issued 190,000 warrants to an investment bank as consideration for investment and business advisory services. The warrants have an exercise price of $7.036 per share and expire 5 years from the date of issuance, on August 7, 2013. The warrant vested as to 94,000 shares upon issuance, and vested at a rate of 32,000 shares per month starting on the 90 day anniversary of issuance, and is exercisable for a period of five years. The Company also agreed to give the holder of the warrant unlimited “piggy back” registration rights with respect to the shares of the Company’s common stock underlying the warrant in any registration statement the Company files in connection with an underwritten offering of its common stock. The fair value of these warrants has been estimated based on the Black-Scholes options pricing model and changes in the fair value are recorded in the condensed statement of expenses in accordance with the requirements of ASC 718 and ASC 505-50. Total expense related to these warrants was approximately $318,000 and $750,000 during the years ended December 31, 2009 and 2008, respectively
 
On October 3, 2008, the Company acquired the rights to license exclusive worldwide technology for the oral delivery of RNAi therapeutics. As consideration for this license, the Company agreed to pay a total license fee of $2.5 million over a 12 month period, which can be paid in cash, in equity or a combination thereof, provided that a specified amount of the license fee must be made in cash. During 2009, this 12 month period was extended to a date after January 1, 2010 to be agreed upon by the parties. Payments made in equity may only be made if, at the time of such payment, the shares of common stock issuable upon conversion of the warrant have been registered for resale under the Securities Act of 1933. No warrants have been issued under this agreement through the date of this report. The Company continually assesses the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the Licensor at any time. Accordingly, the amounts are being expensed, as payments are made. During the year ended December 31, 2009 and 2008, the Company paid and expensed $250,000 each year under this agreement.
 
On January 29, 2009, the Company issued 142,500 warrants to an investment bank as consideration for investment and business advisory services. The warrants have an exercise price of $4.273 per share and expire five years from the date of issuance on January 29, 2014. The warrants vested as to 71,250 shares upon issuance, and vested at a rate of 23,750 shares per month starting on the 90 day anniversary of issuance, and are exercisable for a period of five years. The Company has also agreed to give the holder of the warrants unlimited “piggy back” registration rights with respect to the shares of Common Stock underlying the warrants in any registration statement the Company files in connection with an underwritten offering of the common stock. The fair value of these warrants has been estimated based on the Black-Scholes options pricing model and changes in the fair value are recorded in the condensed statement of expenses in accordance with the requirements of ASC Topic 718 and ASC Topic 505-50. Total expense related to these warrants was approximately $509,000 during the year ended December 31, 2009.
 
In connection with the 2009 Offering, the Company issued warrants to purchase 978,142 shares of the Company’s common stock. Details of the transaction can be found under the heading 2009 Registered Direct Offering below.
 
Private Investment in Public Equity  — On June 24, 2008, the Company entered into a Securities Purchase Agreement pursuant to which RXi issued and sold to certain investors an aggregate of 1,073,299 shares of common stock in a private placement at a price of $8.12 per share. Net proceeds to the Company were approximately $7.9 million. The Company agreed to file a registration statement covering the resale of all shares issued in the private placement, with all expenses incurred in connection with such registration to be borne by the Company. The registration statement went effective on August 6, 2008.

61

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
2009 Registered Direct Offering  — On March 17, 2009, the Company entered into a placement agency agreement, which was subsequently amended on May 26, 2009 and July 22, 2009, with Rodman & Renshaw, LLC (“Rodman”) as the exclusive placement agent, relating to a proposed offering by the Company of new securities to potential investors. On July 30, 2009, the Company entered into definitive agreements for the sale and issuance by the Company to certain investors of 2,385,715 units, with each unit consisting of one share of the Company’s common stock and a warrant to purchase 0.40 of a share of common stock, at a purchase price of $3.50 per unit (the “2009 Offering”). The 2009 Offering closed on August 4, 2009. The warrants have an exercise price of $4.50 per share and are exercisable for a period beginning on February 3, 2010 until their expiration on August 3, 2014. The Company raised gross proceeds of approximately $8,350,000 in the 2009 Offering and net cash proceeds, after deducting the placement agents’ fees and other offering expenses payable by the Company, of approximately $7.7 million. Total warrants issued in connection with the transaction were 954,285.
 
As part of the placement agency agreement, the Company issued a warrant to purchase 23,857 shares of the Company’s common stock to Rodman. The warrant has an exercise price of $4.38 per share. The warrant is immediately vested and is exercisable until its expiration on August 3, 2014.
 
The Company follows the guidance of ASC Topic 815-40, as certain warrants issued in connection with the stock offering on August 4, 2009 were determined not to be indexed to the Company’s common stock as they are potentially settleable in cash. The fair value of the warrants at the dates of issuance totaling $2,862,640 was recorded as a liability and a cost of equity and was determined by the Black-Scholes option pricing model. Due to the fact that the Company has limited trading history, the Company’s expected stock volatility assumption is based on a combination of implied volatilities of similar entities whose share or option prices are publically traded. The Company used a weighted average expected stock volatility of 122.69%. The expected life assumption is based on the contract term of five years. The dividend yield of zero is based on the fact that RXi has no present intention to pay cash dividends in the future. The risk free rate of 1.72% used for the warrant is equal to the zero coupon rate in effect at the time of the grant. The increase in the fair value of the warrants from the date of issuance to December 31, 2009 of $858,000 has been included as an offset to other expense in the accompanying condensed statements of expenses for the respective period. The fair value of the warrants at December 31, 2009 of $3,721,000 is included as a current liability in the accompanying balance sheet as of that date and was determined by the Black-Scholes option pricing model. The following assumptions were used to determine the fair value as of December 31, 2009: weighted average expected stock volatility of 119.10%; an expected life of five years based on the contractual terms; a dividend yield of zero; and a risk free rate of 2.69%.

62

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)

		
10.  	Development Stage Supplemental Equity Disclosure	
 
Summarized below are the Company’s equity (common stock and common stock options) transactions since the Company’s inception through December 31, 2009 (in thousands except per share data).

 	 	 	 	 	 	 	 	 	 	Price per	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Share or	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	Dollar	 	 	Exercise	 	 	 	 	 	 	 	
 	 	 	 	Shares of	 	 	Amount of	 	 	Price per	 	 	Counter	 	Nature of	 	 	
 	 	 	 	Common	 	 	Consideration	 	 	Share	 	 	Party to	 	Non-Cash	 	Basis of	
Type of Security	 	Date of Issuance	 	Stock	 	 	($)	 	 	($)	 	 	Transaction	 	Consideration	 	Assigning Cost	
 		
Common Stock	 	April 3, 2006	 	 	1,624,278	 	 	 	2	 	 	 	0.002	 	 	Founders	 	NA	 	Cash	
Common Stock	 	January 8, 2007	 	 	7.040,318	 	 	 	48	(A)	 	 	0.007	 	 	CytRx	 	Contributed
Assets	 	Predecessor
Cost	
Common Stock	 	April 30, 2007	 	 	3,273,292	 	 	 	15,348	(B)	 	 	5.19	 	 	CytRx	 	NA	 	Cash	
Common Stock	 	April 30, 2007	 	 	462,112	 	 	 	2,311	 	 	 	5.00	 	 	UMMS	 	Intellectual
Properties	 	Independent
Third Party
Valuation	
Common Stock	 	August 18, 2007	 	 	30,000	 	 	 	150	 	 	 	5.00	 	 	Directors	 	—	 	Cash	
Common Stock	 	September 28, 2007	 	 	188,387	 	 	 	978	 	 	 	5.19	 	 	CytRx	 	NA	 	Independent
Third Party
Valuation	
Common Stock	 	November 21, 2007	 	 	66,045	 	 	 	331	 	 	 	5.00	 	 	Exercise of
Stock Options	 	NA	 	Cash	
Common Stock	 	June 26, 2008	 	 	1,073,299	 	 	 	7,918	 	 	 	8.12	 	 	PIPE	 	NA	 	Net Cash	
Common Stock	 	October 6, 2008 and
November 16, 2008	 	 	5,500	 	 	 	26	 	 	 	5.00	 	 	Exercise of
Stock Options	 	NA	 	Cash	
Common Stock	 	January 30, 2009	 	 	58,398	 	 	 	NA	 	 	 	NA	 	 	 	 	NA	 	Market Value	
Common Stock	 	May 1, 2009	 	 	281	 	 	 	NA	 	 	 	4.19	 	 	Exercise of
Stock Options	 	NA	 	Cash	
Common Stock	 	August 3, 2009 and
August 4, 2009	 	 	2,385,715	 	 	 	7,714	 	 	 	3.50	 	 	Register Direct	 	NA	 	Net Cash	

 
			
(A)		Transactions between related parties are accounted for at the historical cost of CytRx, with the intellectual property which was previously expensed on CytRx’s books being recorded at zero cost and equipment and furnishings being recorded at $48,000.	
 		
(B)		RXi received gross proceeds of $17.0 million for the issuance of the 3,273,292 shares of common stock which equals $5.19 per share. The gross proceeds were reduced by a reimbursement to CytRx of (1) $1.3 million for RXi’s pro rata share of offering costs related to the April 17, 2007 private placement conducted by CytRx to fund its capital contribution to the Company and (2) $363,000 of expenses incurred on behalf of RXi for the year ended December 31, 2006. Net proceeds to RXi after these charges were $15.3 million or $4.69 a share.	

11.  	Stock Based Compensation	
 
Options to Purchase Shares of Common Stock  — The Company follows the provisions ASC 718 which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.
 
For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”) “Equity Based Payments to Non- Employees.” Non-employee option grants that do not vest

63

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the Company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.
 
The Company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. For options grants issued for the year ended December 31, 2009 and 2008, the following assumptions were used:

 	 	2009	 	2008	
 		
Weighted average risk free interest rate	 	1.55% - 3.91%	 	1.55% - 3.99%	
Weighted average volatility	 	116.72% - 122.93%	 	101.79% - 116.74%	
Expected lives (years)	 	6 - 10	 	6 - 10	
Expected dividend yield	 	0%	 	0%	

The weighted average fair value of options granted during the years ended December 31, 2009 and 2008 was $4.11 and $6.37 per share, respectively.
 
RXi’s expected common stock price volatility assumption is based upon the volatility of a basket of comparable companies. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718, which averages the contractual term of RXi’s options of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption of zero is based upon the fact that RXi has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates. RXi has estimated an annualized forfeiture rate of 4.0% for options granted to its employees, 2.1% for options granted to senior management and no forfeiture rate for the directors. RXi will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.
 
RXi recorded approximately $4,202,000 and $3,824,000 of stock-based compensation for the years ended December 31, 2009 and 2008, respectively. As of December 31, 2009, there was $4.7 million of unrecognized compensation cost related to outstanding options that is expected to be recognized as a component of RXi’s operating expenses through 2013.
 
On November 4, 2009, as part of a plan succession in leadership, Tod Woolf, Ph.D., resigned as our President, Chief Executive Officer and a member of our Board of Directors. According to the Separation Agreement between Dr. Woolf and the Company, Dr. Woolf received in one lump sum payment his full severance equivalent to a six (6) month salary ($187,500), six (6) months acceleration of vesting of all of his outstanding unvested Stock Options as of November 4, 2009, and an offer to join the Company’s Scientific Advisory Board (SAB) for 3 years (the “New Position”). In addition, and as part of the Separation Agreement, the Company agreed to extend the exercise period for all of Dr. Woolf’s vested Stock Options as of November 4, 2009, to the later of: (i) a period of two (2) years from his resignation (until November 4, 2011), or (ii) ninety (90) days following the end of the term of the SAB Agreement (February 4, 2013) or such earlier date as the SAB Agreement may be terminated pursuant to the terms of the SAB Agreement provided Dr. Woolf has not violated the non-competition provisions of the SAB Agreement prior to the date of exercise (whether or not the SAB Agreement is still in effect at that time). Notwithstanding any provision of the Company’s 2007 Incentive Plan, the Company also agreed that Dr. Woolf’s previously awarded Stock Options shall continue to vest during his continuing role in the Company in the New Position. The option modification resulted in an incremental value of the options of approximately $153,000 of which $37,000 was expensed during 2009. The remaining $411,000 will be expensed over the remaining vesting period of approximately 3 years.

64

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
As of December 31, 2009, an aggregate of 4,750,000 shares of common stock were reserved for issuance under the RXi Pharmaceuticals Corporation 2007 Incentive Plan, including 3,630,839 shares subject to outstanding common stock options and restricted stock units granted under this plan and 1,047,335 shares available for future grants. The administrator of the plan determines the times when an option may become exercisable. Vesting periods of options granted to date include vesting upon grant to vesting at the end of a four year period. The options will expire, unless previously exercised, no later than ten years from the grant date.
 
The following table summarizes the activity of the Company’s stock option plan:

 	 	 	 	 	Weighted	 	
 	 	Stock	 	 	Average	 	
 	 	Options	 	 	Exercise Price	 	
 		
Outstanding — January 1, 2008	 	 	1,335,184	 	 	$	5.00	 	
Granted	 	 	899,609	 	 	 	7.76	 	
Exercised	 	 	(5,500	)	 	 	5.00	 	
Forfeited	 	 	(5,841	)	 	 	6.03	 	
 	 	 	 	 	 	 	 	 	
Outstanding — December 31, 2008	 	 	2,223,452	 	 	 	6.11	 	
Granted	 	 	1,622,546	 	 	 	3.84	 	
Exercised	 	 	(281	)	 	 	4.19	 	
Forfeited	 	 	(263,378	)	 	 	5.05	 	
Outstanding — December 31, 2009	 	 	3,582,339	 	 	 	5.16	 	
 	 	 	 	 	 	 	 	 	
Exercisable — December 31, 2008	 	 	1,238,187	 	 	 	5.65	 	
 	 	 	 	 	 	 	 	 	
Exercisable — December 31, 2009	 	 	2,131,298	 	 	 	5.42	 	

 
The following table summarizes the activity for non-vested stock options:

 	 	 	 	 	Weighted Average	 	
 	 	Stock	 	 	Grant Date Fair	 	
 	 	Options	 	 	Value per Share	 	
 		
Non-vested at January 1, 2008	 	 	839,361	 	 	$	3.54	 	
Granted	 	 	899,609	 	 	 	6.37	 	
Vested	 	 	(740,364	)	 	 	4.94	 	
Exercised	 	 	(5,500	)	 	 	3.93	 	
Pre-vested forfeitures	 	 	(5,841	)	 	 	4.76	 	
 	 	 	 	 	 	 	 	 	
Non-vested at December 31, 2008	 	 	987,265	 	 	 	5.15	 	
Granted	 	 	1,622,546	 	 	 	3.44	 	
Vested	 	 	(895,111	)	 	 	4.27	 	
Exercised	 	 	(281	)	 	 	3.71	 	
Pre-vested forfeitures	 	 	(263,378	)	 	 	4.07	 	
 	 	 	 	 	 	 	 	 	
Non-vested at December 31, 2009	 	 	1,451,041	 	 	 	3.94	 	

 
The weighted average remaining contractual life of options outstanding and exercisable at December 31, 2009 was 8.47 years and 8.14 years, respectively. The weighted average remaining contractual life of options outstanding and exercisable at December 31, 2008 was 8.832 years and 8.733 years, respectively.
 
The aggregate intrinsic value of outstanding options as of December 31, 2009 and 2008 is $1,262,270 and $653,974, respectively. The aggregate intrinsic value of exercisable options as of December 31, 2009 and 2008 is $138,881 and $654,000, respectively. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of RXi’s common stock and the exercise price of the underlying options.

65

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
The aggregate intrinsic value of options exercised during 2009 and 2008 was approximately $1,000 and $18,000, respectively.
 
Restricted Stock Units  — In addition to options to purchase shares of common stock, the Company may grant restricted stock units (“RSU”) as part of its compensation package. Each RSU is granted at the fair market value based on the date of grant. Vesting is determined on a grant by grant basis. As of December 31, 2009, the Company had granted a total of 48,500 RSUs with an aggregate intrinsic value of $222,000 and recognized total expense of $105,000. The RSUs vest in full on January 2, 2010.

12.  	Net Loss Per Share	
 
The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260 “ Earnings per Share.” Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented, diluted net loss per common share is the same as basic net loss per common share.
 
The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive:

 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 		
Options to purchase common stock	 	 	3,582,339	 	 	 	2,223,452	 	
Restricted stock units	 	 	48,500	 	 	 	—	 	
Warrants to purchase common stock	 	 	1,310,642	 	 	 	190,000	 	
 	 	 	 	 	 	 	 	 	
Total	 	 	4,941,481	 	 	 	2,413,452	 	

 
		
13.  	Income Taxes	
 
The components of federal and state income tax expense are as follows (in thousands):

 	 	As of December 31,	 	
 	 	2009	 	 	2008	 	
 		
Current	 	 	 	 	 	 	 	 	
Federal	 	$	—	 	 	$	—	 	
State	 	 	—	 	 	 	—	 	
Deferred	 	 	 	 	 	 	 	 	
Federal	 	 	(5,533	)	 	 	(4,466	)	
State	 	 	(2,257	)	 	 	(1,513	)	
 	 	 	 	 	 	 	 	 	
Total deferred	 	 	(7,789	)	 	 	(5,979	)	
Valuation allowance	 	 	7,789	 	 	 	5,979	 	
 	 	 	 	 	 	 	 	 	
Total income tax expense	 	$	—	 	 	$	—	 	

66

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
The components of net deferred tax assets are as follows (in thousands):

 	 	As of December 31,	 	
 	 	2009	 	 	2008	 	
 		
Net operating loss carryforwards	 	$	10,348	 	 	$	6,710	 	
Tax credit carryforwards	 	 	753	 	 	 	948	 	
Non-qualified stock based compensation	 	 	4,222	 	 	 	2,471	 	
Other	 	 	74	 	 	 	28	 	
Licensing deduction deferral	 	 	2,089	 	 	 	1,225	 	
 	 	 	 	 	 	 	 	 	
Gross deferred tax assets	 	 	17,486	 	 	 	11,382	 	
Valuation allowance	 	 	(17,486	)	 	 	(11,382	)	
 	 	 	 	 	 	 	 	 	
Net deferred tax asset	 	$	—	 	 	$	—	 	

 
The provision for income taxes differs from the provision computed by applying the federal statutory rate to net loss before income taxes as follows (in thousands):

 	 	As of December 31,	 	
 	 	2009	 	 	2008	 	
 		
Expected federal income tax benefit	 	$	(6,252	)	 	$	(4,887	)	
Non-qualified stock compensation	 	 	621	 	 	 	186	 	
Effect of change in valuation allowance	 	 	6,103	 	 	 	6,707	 	
State income tax credits	 	 	821	 	 	 	(426	)	
State income taxes after credits	 	 	(324	)	 	 	(867	)	
Other	 	 	(969	)	 	 	(713	)	
 	 	 	 	 	 	 	 	 	
 	 	$	—	 	 	$	—	 	

 
The Company has incurred net operating losses from inception. At December 31, 2009, the Company had domestic federal and state net operating loss carryforwards of approximately $25.7 million available to reduce future taxable income, which expire at various dates beginning in 2012 through 2029. The Company also had federal and state research and development tax credit carryforwards of approximately $500,000 and $400,000, respectively, available to reduce future tax liabilities and which expire at various dates beginning in 2022 through 2029.
 
Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable.
 
Based on an assessment of all available evidence including, but not limited to the fact the RXi operating results have been included in CytRx consolidated U.S. federal and state income tax return for the year ended December 31, 2007, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred income tax valuation allowance has been recorded against these assets.
 
The Company adopted certain provisions of the ASC 740, effective January 1, 2007 which clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax

67

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. The adoption of ASC 740-10 did not have any effect on the Company’s financial position or results of operations.
 
The Company files income tax returns in the U.S. federal and Massachusetts jurisdictions. The Company is subject to tax examinations through the 2009 tax year. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expense.

14.  	License Agreements	
 
During the year ended December 31, 2007, RXi entered into a license agreement with Cold Spring Harbor Laboratory (“CSHL”) for small hairpin RNA, or “shRNA”, for which the Company paid $50,000 and agreed to make future milestone and royalty payments upon successful development and commercialization of products. The Company also entered into four exclusive license agreements and an invention disclosure agreement with UMMS for which the Company paid cash of $453,000 and issued 462,112 shares of its common stock valued at $2.3 million, or $5.00 per share. For each RNAi product developed in connection with the license granted by CSHL, the possible aggregate milestone payments equal $2,650,000. The invention disclosure agreement has an initial term of three years and provides the option to negotiate licenses to certain RNAi technologies discovered at UMMS.
 
On August 29, 2007, RXi entered into a license agreement with TriLink Biotechnologies, Inc. for three RNAi chemistry technologies for all therapeutic RNAi applications, for which the Company paid $100,000 and agreed to pay yearly maintenance fees of $30,000, as well as future clinical milestone payments and royalty payments based on sales of therapeutic products developed from the licensed technologies. The Company expensed $30,000 for each of the years ended December 31, 2009 and 2008, respectively.
 
In October 2007, RXi entered into a license agreement with Dharmacon, Inc. (now part of Thermo Fisher Scientific Inc.), pursuant to which the Company obtained an exclusive license to certain RNAi sequences to a number of target genes for the development of the Company’s rxRNA compounds. Further, the Company has obtained the right to license additional RNAi sequences, under the same terms, disclosed by Thermo Fisher Scientific Inc. in its pending patent applications against target genes and has received an option for exclusivity for other siRNA configurations. As consideration for this license, the Company paid an up-front fee of $150,000 and agreed to pay future clinical milestone payments and royalty payments based on sales of siRNA compositions developed in connection with the licensed technology. No amounts were expensed in 2008 and 2009 related to this license.
 
In November 2007, RXi entered into a license agreement with Life Technologies, Inc., pursuant to which the Company was granted rights under four patents relating to RNA target sequences, RNA chemical modifications, RNA configurations and/or RNA delivery to cells. As consideration for this license, RXi paid an up-front fee of $250,000 and agreed to pay yearly maintenance fees of the same amount beginning in 2008. Further, the Company is obligated to pay a fee for each additional gene target added to the license as well as a fee on the first and second anniversaries on the date of which consent to add the gene target to the list of those covered by the license was granted. The Company has also been granted, for each gene target, an option to secure pre-clinical rights and/or the clinical rights, for which RXi would be required to pay additional fees. Further, the Company is required to make future clinical milestone payments and royalty payments based on sales of therapeutic products developed from the licensed technologies. The Company expensed $250,000 for each of the years ended December 31, 2009 and 2008 related to this license.
 
On October 3, 2008, the Company acquired co-exclusive rights to technology for the oral delivery of RNAi therapeutics from UMMS. As consideration for this license, the Company agreed to pay a total license

68

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
fee of $2,500,000 over a 12 month period, which can be paid in cash, in equity or a combination thereof, provided that a specified amount of the license fee must be made in cash. This Agreement was amended on July 1, 2009, allowing the Company to extend the periods for which certain milestone payments are due to UMMS. Payments made in equity may only be made if, at the time of such payment, the shares of common stock issuable upon conversion of the warrant have been registered for resale under the Securities Act of 1933. No warrants have been issued under this agreement through the date of this report. The Company continually assesses the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. Accordingly, the amounts are being expensed, as payments are made. The Company expensed $250,000 for each of the years ended December 31, 2009 and 2008 related to this license
 
In September, 2009, the Company entered into a Patent and Technology Assignment Agreement with Advirna, LLC (“Advirna”), a Colorado limited liability company co-founded by RXi’s Chief Scientific Officer. Pursuant to the terms of the agreement, Advirna assigned to the Company certain patent and technology rights related to chemically modified polynucleotides (the “Rights”) and the Company granted to Advirna a fully paid-up license to the Rights in a specified field. Under the terms of the agreement, the Company will pay to Advirna an annual maintenance fee beginning on January 1, 2011, certain payments upon the achievement of regulatory milestones and royalty payments on the sales of certain products. In addition, the Company may terminate the agreement upon 90 days’ prior written notice to Advirna and Advirna may terminate upon 90 days’ prior written notice to the Company in the event the Company ceases to use reasonable efforts to research, develop, license or otherwise commercialize the Rights. If the agreement expires in accordance with its terms or is terminated by a party in the absence of a material breach or for cause in the event that the Company fails to pay Advirna certain fees, the Company will assign the Rights back to Advirna. During the years ended December 31, 2009 and 2008, the Company paid and expensed $5,000 and $75,000, respectively, under this agreement.

15.  	Related Party Transactions	
 
On February 15, 2007, the Company entered into a letter agreement with CytRx and certain current RXi stockholders. Under the stockholders agreement, the Company agreed to grant to CytRx preemptive rights to acquire any new securities, as defined therein, that RXi proposes to sell or issue so that CytRx may maintain its percentage ownership of the Company. The preemptive rights are effective so long as CytRx owns less than 50% of the Company’s outstanding shares of common stock, and will expire on January 8, 2012 or such earlier time at which CytRx owns less than 10% of RXi’s outstanding common stock. Under this letter agreement, CytRx also undertakes to vote its shares of the Company’s stock in the election of its directors and dispose of its shares of RXi stock in accordance with the terms of its letter agreement with UMMS described above. CytRx has further agreed in this letter agreement to approve of actions that may be adopted and recommended by RXi’s board of directors to facilitate any future financing.
 
On April 30, 2007, the Company entered into a Registration Rights Agreement with CytRx. Under the Registration Rights Agreement, RXi agreed, with certain exceptions, that at any time after its common stock is registered under the Exchange Act, to use its best efforts to cause all of RXi’s shares issued to CytRx pursuant to the Contribution Agreement to be registered under the Securities Act if CytRx shall so request. All expenses incurred in connection with any such registration will be borne by the Company.
 
One of the members of RXi’s board of directors is the President, Chief Executive Officer and a member of the board of directors for CytRx.
 
The Company’s current Chief Scientific Officer or CSO, prior to her employment by the Company, was a consultant to RXi from January 2008 until the date of her employment. This consulting contract resulted in payments to the CSO’s consulting firm of approximately $13,400 which was recorded in the year ended December 31, 2008, in consulting fees and $5,000 recorded as license expense as discussed below. As the

69

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
CSO is not the sole owner of the consulting firm, the approximate dollar value of her interest in this consulting contract is approximately $9,250.
 
In addition, RXi and the CSO’s 50% owned Company, Advirna, are parties to an option agreement whereby the Company paid $5,000 for consideration to be granted the exclusive worldwide rights to license certain technology by paying an initial maintenance fee of $75,000 before June 12, 2009.
 
The Company’s current Chief Intellectual Property Counsel and Vice President of Legal Counsel, prior to his employment by the Company, was a consultant to RXi from September 2008 until the date of his employment. This consulting contract resulted in payments to him of approximately $5,000 which was recorded in the year ended December 31, 2008 in patent and legal fees. The approximate dollar value of his interest in this consulting contract is also approximately $5,000.
 
On February 26, 2007, the Company entered into Scientific Advisory Board Agreements (the “SAB Agreements”), with four of its founders. At the time of the execution of the SAB Agreements, each of the founders were beneficial owners of more than five percent of the Company’s outstanding stock. Pursuant to the SAB Agreements, on May 23, 2007, the Company granted to each of the founders a stock option under the 2007 Plan to purchase 52,832 shares of its common stock. In addition, under the SAB Agreements, the Company will grant each of the founders a stock option under the 2007 Plan to purchase 52,832 shares of its common stock on February 26, 2008, June 5, 2009 and June 4, 2010 with a per share exercise price equal to the closing price of such stock on the public market on the date of grant unless a founder terminates a SAB Agreement without good reason (as defined) or the Company terminates a SAB Agreement with cause (as defined therein) in which case no further option grants will be made to the founder. If the Company’s common stock is not publicly available on the dates specified above, its Board of Directors will grant the stock options to the founders at the first scheduled board meeting after such date and the per share exercise price of the options will be determined in good faith by the Company’s board of directors. All options granted pursuant to the SAB Agreements are fully vested on the date of grant and have a term of ten years. The fair value of stock options granted during 2009 and 2008 under the SAB Agreement for each founder is approximately $245,000 and $338,000 which was estimated using the Black-Scholes option-pricing model as more fully discussed above under significant accounting policies and the stock based compensation footnote. Included in the accompanying financial statements for the years ended December 31, 2009 and 2008 is approximately $978,000 and $1,350,000, respectively, of expense related to the granting of these stock options.
 
Additionally, pursuant to a letter agreement between the Company and each founder dated as of April 30, 2007, the “SAB Letters”, in further consideration of the services to be rendered by the founders under the SAB Agreements, the Company granted additional stock options on May 23, 2007 under the 2007 Plan to each of the founders to purchase 26,416 shares of its common stock. Unless a founder terminates a SAB Agreement without good reason (as defined) or the Company terminates a SAB Agreement with cause (as defined therein), the options granted pursuant to the SAB Letters will fully vest from and after April 29, 2012 and will have a term of ten years from the date of grant. At December 31, 2009, the fair market value of stock options under the SAB Agreement for each founder is approximately $60,000 which was estimated using the Black-Scholes option-pricing model as more fully discussed above under the summary of significant accounting policies and the stock based compensation footnote. Included in the accompanying financial statements for the years ended December 31, 2009 and 2008 is approximately $73,000 and $156,000, respectively, of expense related to these stock options.

16.  	Employee Benefit Plan	
 
RXi sponsors a 401(k) retirement savings plan (the “Plan”). Participation in the Plan is available to full-time employees who meet eligibility requirements. Eligible employees may defer a portion of their salary as defined by Internal Revenue Service regulations. The Company may make matching contributions on behalf of all participants in the 401(k) Plan in an amount determined by the Company’s board of directors. The

70

Table of Contents

RXi PHARMACEUTICALS CORPORATION
 
NOTES TO FINANCIAL STATEMENTS — (Continued)
 
Company may also make additional discretionary profit sharing contributions in amounts as determined by the board of directors, subject t to statutory limitations. Matching and profit-sharing contributions, if any, are subject to a vesting schedule; all other contributions are at all times fully vested. The Company intends the 401(k) Plan, and the accompanying trust, to qualify under Sections 401(k) and 501 of the Internal Revenue Code so that contributions by employees to the 401(k) Plan, and income earned (if any) on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan, and so that the Company will be able to deduct its contributions, if any, when made. The trustee under the 401(k) Plan, at the direction of each participant, invests the assets of the 401(k) Plan in any of a number of investment options. To date, the Company has not made any matching contributions.

17.  	Subsequent Events	
 
On January 14, 2010, the Company granted options to purchase 572,440 shares of common stock to employees and members of the Board of Directors. These options had an exercise price of $5.66 per share, which represented the Company’s closing stock price on that date. These options vest quarterly over a one to four year period and expire no later than 10 years from the grant date.
 
On January 20, 2010, the Company granted 43,541 RSUs with a contingent right to receive one share of Company common stock for each restricted stock unit to certain employees. The RSUs vested on February 9, 2010.
 
On March 2, 2010, the Company granted an option to purchase 50,000 shares of common stock to a member of the Board of Directors. This options had an exercise price of $5.28 per share, which represented the Company’s closing stock price on that date. This option vested immediately and expires no later than 10 years from the grant date.
 
On January 29, 2010, the Company granted warrants to purchase 250,000 shares of common stock at an exercise price of $5.66 per share in exchange for business advisory services to the Company for a period of up to twelve months. The warrants vested as to 71,250 shares upon issuance, and then will vest at a rate of 23,750 shares per month starting on the 90 day anniversary of issuance. The Company has also agreed to give “piggy back” registration rights with respect to the shares of common stock underlying the warrants in any registration statement filed by the company in connection with an underwritten offering of the common stock.
 
On March 22, 2010, the Company entered into a placement agency agreement, with Rodman as the exclusive placement agent, relating to a proposed offering by the Company of new securities to potential investors. On March 23, 2010, the Company entered into definitive agreements for the sale and issuance by the Company to certain investors of 2,700,000 units, with each unit consisting of one share of the Company’s common stock and a warrant to purchase 0.20 of a share of common stock, at a purchase price of $6.00 per unit (the “2010 Offering”). The 2010 Offering closed on March 26, 2010. The Company issued 540,000 warrants with an exercise price of $6.00 per share and that are exercisable for a period beginning on September 26, 2010 until their expiration on March 26, 2016. The Company raised gross proceeds of approximately $16.2 million in the 2010 Offering and net cash proceeds, after deducting the placement agent fees and other offering expenses payable by the Company, of approximately $15.2 million.
 
As part of the 2010 Offering, the Company is required to use 25% of the net proceeds from the 2010 Offering to repurchase from CytRx 675,000 shares of the Company’s common stock held by CytRx (“CytRx shares”). The Company is also required to use 25% of the proceeds from the exercise of warrants issued in the 2010 Offering to repurchase from CytRx a number of CytRx Shares equal to 25% of shares issued upon the exercise of such warrants. Subject to the satisfaction of certain closing conditions, the Company is required to repurchase the CytRx Shares on March 29, 2010 and if any warrant issued in this 2010 Offering is exercised, on the first business day after the exercise of such warrant.
 
The Company intends to use the net proceeds remaining from the 2010 Offering, after the repurchase of the CytRx Shares for general corporate purposes.

71

Table of Contents

		
ITEM 9.   	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.	
 
None

ITEM 9A(T).   	CONTROLS AND PROCEDURES	
 
Evaluation of Disclosure Controls and Procedures
 
Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), defines the term “disclosure controls and procedures” as those controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Our Chief Executive Officer and Principal Accounting Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Accounting Officer have concluded that our disclosure controls and procedures are effective.
 
There have been no changes in our internal controls over financial reporting during the fourth quarter of the year ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
Evaluation of Disclosure Controls and Procedure Management’s report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting Officer, we conducted evaluations of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluations under the framework in Internal Control-Integrated Framework issued by the COSO, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

ITEM 9B.   	OTHER INFORMATION	
 
None

72

Table of Contents

PART III

ITEM 10.   	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	
 
We will file with the SEC a definitive Proxy Statement, which we refer to herein as the Proxy Statement, not later than 120 days after the close of the fiscal year ended December 31, 2009. The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

ITEM 11.   	EXECUTIVE COMPENSATION	
 
The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

ITEM 12.   	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	
 
The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

ITEM 13.   	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	
 
The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

ITEM 14.   	PRINCIPAL ACCOUNTANT FEES AND SERVICES	
 
The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.
 
PART IV

ITEM 15.   	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	
 
(a) (1)  Financial Statements
 
See Item 8 in Part II of this annual report on Form 10-K, “Financial Statements and Supplementary Data”, for an index to the financial statements filed in this annual report.
 
(2)  Financial Statement Schedules
 
Certain schedules are omitted because they are not applicable, or not required by smaller reporting companies.
 
(3)  Exhibits
 
The Exhibits listed in the Exhibit Index immediately preceding the Exhibits are filed as a part of this annual report on Form 10-K.

73

Table of Contents
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
RXi PHARMACEUTICALS CORPORATION

 	By: 	/s/   Noah D. Beerman	

Noah D. Beerman
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
Dated: March 31, 2010
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures	 	Title	 	Date	

/s/   Noah D. Beerman

Noah D. Beerman	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	March 31, 2010	
 	 	 	 	 	
/s/   Amy Tata

Amy Tata	 	Principal Accounting Officer
(Principal Financial Officer and Accounting Officer)	 	March 31, 2010	
 	 	 	 	 	
/s/   Sanford J. Hillsberg

Sanford J. Hillsberg	 	Director	 	March 31, 2010	
 	 	 	 	 	
/s/   Mark J. Ahn

Mark J. Ahn	 	Director	 	March 31, 2010	
 	 	 	 	 	
/s/   Richard Chin

Richard Chin	 	Director	 	March 31, 2010	
 	 	 	 	 	
/s/   Stephen S. Galliker

Stephen S. Galliker	 	Director	 	March 31, 2010	
 	 	 	 	 	
/s/   Steven A. Kriegsman

Steven A. Kriegsman	 	Director	 	March 31, 2010	
 	 	 	 	 	
/s/   Rudolph Nisi

Rudolph Nisi	 	Director	 	March 31, 2010	

74

Table of Contents
EXHIBIT INDEX

Exhibit	 	 	
Number	 	Description	
 		
 	2	.1	 	Contribution Agreement between CytRx Corporation and RXi Pharmaceuticals Corporation, dated January 8, 2007(1)	
 	2	.2	 	Contribution Agreement between CytRx Corporation and RXi Pharmaceuticals Corporation, dated April 30, 2007(1)	
 	2	.3	 	Reimbursement Agreement between CytRx Corporation and RXi Pharmaceuticals Corporation, dated January 8, 2007(1)	
 	3	.1	 	Form of Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation(1)	
 	3	.2	 	Form of Amended and Restated By-laws of RXi Pharmaceuticals Corporation(1)	
 	4	.1	 	Specimen common stock certificate(3)	
 	4	.2	 	Stockholders Agreement between CytRx Corporation, RXi Pharmaceuticals Corporation, the other Stockholders and the Scientific Advisory Board Members, dated February 23, 2007(1)	
 	4	.3	 	Exhibit A to Contribution Agreement — Registration Rights Terms between CytRx Corporation and RXi Pharmaceuticals Corporation, dated April 30, 2007(1)	
 	4	.4	 	Annex I to form of Subscription Agreement — Registration Rights Terms between RXi Pharmaceuticals Corporation and Stephen Galliker, Mark Ahn and Sanford Hillsberg(1)	
 	4	.5	 	Form of Securities Purchase Agreement between RXi Pharmaceuticals Corporation and various investors, dated June 24, 2008(5)	
 	4	.6	 	Amendment to Stockholders Agreement between CytRx Corporation, RXi Pharmaceuticals Corporation, the Stockholders and the Scientific Advisory Board Members, dated July 28, 2008(7)	
 	4	.7	 	Amendment to Exhibit A to Contribution Agreement — Registration Rights Terms between CytRx Corporation and RXi Pharmaceuticals Corporation, dated July 28, 2008(7)	
 	4	.8	 	Form of Warrant Certificate issued to certain purchasers of the RXI Pharmaceuticals Corporation’s common stock in August 2009(14)	
 	10	.1	 	Voting Agreement between CytRx Corporation and the University of Massachusetts Medical School, dated January 10, 2007(1)	
 	10	.2	 	Invention Disclosure Agreement between the University of Massachusetts Medical School and RXi Pharmaceuticals Corporation, dated January 10, 2007(2)	
 	10	.3	 	Placement Agency Agreement between RXi Pharmaceuticals Corporation, Jeffries & Company, Inc., Natixis Bleichroeder Inc., Broadpoint Securities Group, Inc. and Griffin Securities, Inc., dated June 24, 2008(5)	
 	10	.4	 	RXI Pharmaceuticals Corporation’s Amended 2007 Incentive Plan, dated June 5, 2009(13)	
 	10	.5	 	Warrant No. A-1 in favor of J.P. Turner Partners, dated August 7, 2008(8)	
 	10	.6	 	Standby Equity Distribution Agreement between RXi Pharmaceuticals Corporation and YA Global Master SPV Ltd. dated January 30, 2009(10)	
 	10	.7	 	Registration Rights Agreement between RXi Pharmaceuticals Corporation and YA Global Master SPV Ltd. dated January 30, 2009(10)	
 	10	.8	 	Form of Securities Purchase Agreement between RXi Pharmaceuticals Corporation and various investors, dated July 31, 2009(14)	
 	10	.9	 	Form of Common Stock Purchase Warrant dated July 31, 2009	
 	10	.10	 	Exclusive License Agreement (No.: UMMC 06-21-01) between the University of Massachusetts and RXi Pharmaceuticals Corporation, dated January 10, 2007+(2)	
 	10	.11	 	Exclusive License Agreement (No.: UMMC 03-68-02) between the University of Massachusetts and RXi Pharmaceuticals Corporation, dated January 10, 2007+(2)	
 	10	.12	 	Exclusive License Agreement (No.: UMMC 03-75-01) between the University of Massachusetts and RXi Pharmaceuticals Corporation, dated January 10, 2007+(2)	
 	10	.13	 	Non-Exclusive License Agreement (No.: UMMC 06-08-03) between the University of Massachusetts and RXi Pharmaceuticals Corporation, dated January 10, 2007+(2)	

75

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	10	.14	 	Non-Exclusive License Agreement, between CytRx Corporation and the University of Massachusetts Medical School related to UMMS disclosure number 01-36, dated April 15, 2003, as amended February 1, 2004+(2)	
 	10	.15	 	Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School related to UMMS disclosure number 02-01, dated April 15, 2003, as amended September 10, 2004+(2)	
 	10	.16	 	Amended and Restated Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School related to UMMS disclosure number 03-05, 00-37, 01-31, 03-134, 93-09 and 02-38, dated September 15, 2003, as amended September 17, 2003 and February 1, 2004+(2)	
 	10	.17	 	Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School related to UMMS disclosure number 03-17, dated April 15, 2003, as amended January 7, 2004 and February 1, 2004+(2)	
 	10	.18	 	Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School related to UMMS disclosure number 03-60, dated April 15, 2003 as amended February 1, 2004+(2)	
 	10	.19	 	Co-Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School related to UMMS disclosure number 03-33, and all amendments thereto, dated May 18, 2006+(2)	
 	10	.20	 	License Agreement between CytRx Corporation, Imperial College Innovations Limited and Imperial College of Science and Technology, dated May 19, 2004+(2)	
 	10	.21	 	Employment Agreement between RXi Pharmaceuticals Corporation and Pamela Pavco, dated March 7, 2007*(1)	
 	10	.22	 	Employment Agreement between RXi Pharmaceuticals Corporation and James Warren, dated May 23, 2007*(1)	
 	10	.23	 	Employment Agreement between RXi Pharmaceuticals Corporation and Dmitry Samarsky, dated June 25, 2007*(1)	
 	10	.24	 	Employment Agreement between RXi Pharmaceuticals Corporation and Stephen J. DiPalma, dated August 28, 2007*(1)	
 	10	.25	 	Employment Agreement between RXi Pharmaceuticals Corporation and Anastasia Khvorova, dated October 17, 2008*(11)	
 	10	.26	 	Employment Agreement between RXi Pharmaceuticals Corporation and Konstantinos Andrikopoulos, dated November 10, 2008*(11)	
 	10	.27	 	Employment Agreement between RXi Pharmaceuticals Corporation and Noah D. Beerman, dated November 5, 2009*(16)	
 	10	.28	 	Separation Agreement and General Release between RXi Pharmaceuticals Corporation and Tod Woolf, dated November 5, 2009*(16)	
 	10	.29	 	RXi Pharmaceuticals Corporation’s 2007 Incentive Plan*(1)	
 	10	.30	 	Form of Incentive Stock Option*(1)	
 	10	.31	 	Form of Non-qualified Stock Option*(2)	
 	10	.32	 	Lease between RXi Pharmaceuticals Corporation and Newgate Properties, LLC for One Gateway Place, Worcester, Massachusetts, 01605, dated September 25, 2007(3)	
 	10	.33	 	Amendment to Lease between Xi Pharmaceuticals Corporation and Newgate Properties, LLC for One Gateway Place, Worcester, Massachusetts, 01605, dated January 23, 2009(9)	
 	10	.34	 	Amendment to Lease between Xi Pharmaceuticals Corporation and Newgate Properties, LLC for One Gateway Place, Worcester, Massachusetts, 01605, dated March 5, 2009(12)	
 	10	.35	 	Form of Subscription Agreement between RXi Pharmaceuticals Corporation and each of Mark K. Ahn, Ph.D., Stephen S. Galliker and Sanford J. Hillsberg(3)	
 	10	.36	 	Scientific Advisory Board Agreement between RXi Pharmaceuticals Corporation and Tariq Rana, Ph.D., dated February 26, 2007 and corresponding Letter Agreement, dated April 30, 2007(3)	
76

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	10	.37	 	Scientific Advisory Board Agreement between RXi Pharmaceuticals Corporation and Gregory Hannon, Ph.D., dated February 26, 2007 and corresponding Letter Agreement dated April 30, 2007(3)	
 	10	.38	 	Scientific Advisory Board Agreement between RXi Pharmaceuticals Corporation and Michael Czech, Ph.D., dated February 26, 2007 and corresponding Letter Agreement dated April 30, 2007(3)	
 	10	.39	 	Scientific Advisory Board Agreement between RXi Pharmaceuticals Corporation and Craig C. Mello, Ph.D., dated February 26, 2007 and corresponding Letter Agreement dated April 30, 2007(3)	
 	10	.40	 	Letter Agreement between CytRx Corporation and RXi Pharmaceuticals Corporation, dated December 27, 2007(3)	
 	10	.41	 	Patent License Agreement between RXi Pharmaceuticals Corporation and Invitrogen IP Holdings, Inc. dated November 1, 2007(4)	
 	10	.42	 	Patent and Technology Assignment Agreement between RXi Pharmaceuticals Corporation and Advirna, LLC dated September 21, 2009+(15)	
 	14	.1	 	Code of Conduct(5)	
 	23	.1	 	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm(16)	
 	31	.1	 	Sarbanes-Oxley Act Section 302 Certification of Noah D. Beerman(16)	
 	31	.2	 	Sarbanes-Oxley Act Section 302 Certification of Amy Tata(16)	
 	32	.1	 	Sarbanes-Oxley Act Section 906 Certification of Noah D. Beerman and Amy Tata(16)	

 
			
(1)		Previously filed as an Exhibit to the Company’s Registration Statement on Form S-1 filed on October 30, 2007 (File No. 333-147009) and incorporated by reference herein	
 		
(2)		Previously filed as an Exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on November 19, 2007(File No. 333-147009) and incorporated by reference herein.	
 		
(3)		Previously filed as an Exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on January 20, 2008 (File No. 333-147009) and incorporated by reference herein.	
 		
(4)		Previously filed as an Exhibit to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed on February 1, 2008 (File No. 333-147009) and incorporated by reference herein.	
 		
(5)		Previously filed as an Exhibit to the Company’s Form 8-K filed on June 26, 2008 (File No. 001-33958) and incorporated by reference herein.	
 		
(6)		Previously filed as an Exhibit to the Company’s Form 8-K filed on July 24, 2008 (File No. 001-33958) and incorporated by reference herein.	
 		
(7)		Previously filed as an Exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on August 4, 2008 (File No. 333-152555) and incorporated by reference herein.	
 		
(8)		Previously filed as an Exhibit to the Company’s Form 10-Q filed on November 14, 2008 (File No. 001-33958) and incorporated by reference herein.	
 		
(9)		Previously filed as an Exhibit to the Company’s Form 8-K filed on January 23, 2009 (File No. 001-33958) and incorporated by reference herein.	
 		
(10)		Previously filed as an Exhibit to the Company’s Form 8-K filed on February 5, 2009 (File No. 001-33958) and incorporated by reference herein.	
 		
(11)		Previously filed as an Exhibit to the Company’s Form 10-K filed on March 18, 2009 (File No. 001-33958) and incorporated by reference herein.	
 		
(12)		Previously filed as an Exhibit to the Company’s Form 10-Q filed on May 15, 2009 (File No. 001-33958) and incorporated by reference herein.	
 		
(13)		Previously filed as an Exhibit to the Company’s Form 8-K filed on June 10, 2009 (File No. 001-33958) and incorporated by reference herein.	
 		
(14)		Previously filed as an Exhibit to the Company’s Form 8-K filed on July 31, 2009 (File No. 001-33958) and incorporated by reference herein.	
77

Table of Contents

			
(15)		Previously filed as an Exhibit to the Company’s Form 10-Q filed on November 16, 2009 (File No. 001-33958) and incorporated by reference herein.	
 		
(16)		Filed herewith.	
 		
* 		Indicates a management contract or compensatory plan or arrangement.	
 		
+		This exhibit was filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the exhibit have been omitted and have been marked by an asterisk.	

78

Exhibit 10.27
EMPLOYMENT AGREEMENT
     The Employment Agreement (the “ Agreement ”) is made and entered into as of November 5, 2009 (the “ Effective Date ”) by and between RXi Pharmaceuticals Corporation, a Delaware corporation (“ RXi ”, the “Company”, or “ Employer ”), and Noah D. Beerman, an individual and resident of the Commonwealth of Massachusetts (“ Employee ”).
     WHEREAS, Employer and Employee desire to enter into an employment agreement under which Employee shall serve on a full-time basis as RXi’s President and Chief Executive Officer on the terms set forth in the Agreement, with the term of the Agreement to commence on the Effective Date.
          NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows.
     1.  Engagement . Effective as of the Effective Date, Employer shall employ Employee, and Employee shall serve, as RXi’s President and Chief Executive Officer. Employee understands that his duties as President and Chief Executive Officer may change from time to time during the Term (as herewith defined) in the discretion of Employer’s Board of Directors (hereinafter the “ Board ”), but such duties shall in all events be at least consistent with the duties customarily assigned to the Chief Executive Officer of a company substantially comparable as of the Effective Date to Employer. As a condition to the Employee’s employment by the Employer, Employee and Employer shall execute the Employee Confidentiality, Non-Competition, and Proprietary Information Agreement, attached hereto as Exhibit 1 (the “ Confidentiality Agreement ”), and the Indemnification Agreement, attached hereto as Exhibit 2 (the “ Indemnification Agreement ”).
     2.  Duties . Employee shall perform all duties assigned to him in accordance with the terms of this Agreement by the Board faithfully, diligently and to the best of his ability. Such duties include, without limitation, the overseeing and implementation of the business plan adopted by the Board (as may be revised from time to time by the Board). Employee shall perform the services contemplated under this Agreement in accordance with the policies established by and under the direction of the Board. Employee shall have such corporate power and authority as shall reasonably be required to enable him to discharge his duties under this Agreement. In addition, Employee shall be appointed to the Board promptly following the Effective Date and the Company shall continue to nominate Employee, recommend to stockholders of Employer the election of Employee, and use its other reasonable efforts to enable Employee to serve on the Board for the Term of his employment. Employee agrees that upon his ceasing to serve as the Chief Executive Officer for any reason, upon the request of the Board, Employee will immediately resign as a member of the Board. Employee’s services hereunder shall be rendered at Employer’s offices in Worcester, Massachusetts (or such other location that is then the corporate headquarters of Employer), except for travel when and as required in the performance of Employee’s duties hereunder.
     3.  Time and Efforts . Employee shall devote all of his business time, efforts, attention and energies to Employer’s business and the discharge of his duties hereunder. Notwithstanding the foregoing, except as otherwise agreed to in writing, Employee shall have the right to perform such incidental services as are necessary in connection with (a) his private passive investments, (b) his charitable or community activities, (c) his participation in trade or professional organizations and (d) his service on the board of directors (or comparable body) of one third-party corporate entity that does not compete with the Company Business (as defined in the Confidentiality Agreement).

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 1 of 8	 	05 NOV 09	

 

     4.  Term . The term (the “ Term ”) of Employee’s employment shall commence on the Effective Date and shall expire on December 31, 2011, unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement.
     5.  Compensation . As the total consideration for Employee’s services rendered under the Agreement, Employer shall pay or provide Employee the following compensation and benefits:
          5.1. Salary . Employee shall be entitled to receive an annual base salary during the Term of Three Hundred and Seventy Five Thousand Dollars ($375,000) (hereinafter the “ Base Salary ”) payable in accordance with the usual payroll period of Employer. At the sole discretion of the Board the Base Salary may be increased after the first year of the Term.
          5.2. Sign On Bonus . Employer shall pay Employee a Twenty Five Thousand Dollars ($25,000) bonus on Employer’s first regularly scheduled payroll date following the Effective Date. No relocation re-imbursement or other similar payments shall be owed to Employee by Employer in connection with Employer and Employee entering into this Agreement.
          5.3. Discretionary Bonus . Employee shall be eligible to receive an annual performance bonus for the achievement of certain company and Employee performance goals, with these goals to be established by the Board or by the Compensation Committee of the Board in consultation with Employee. The target bonus for top performance against these goals shall be fifty percent (50%) of Employee’s annual Base Salary. The determination of the amount of any annual performance bonus earned by Employee will be made by the Board or the Compensation Committee of the Board at its sole discretion provided that the amount of such bonus shall in any event not be less than the amount provided for in the applicable bonus plan if the specified goals have been determined by the Board, or Compensation Committee of the Board, to have been achieved. Notwithstanding anything in any Employer bonus plan to the contrary, each bonus shall be paid to the Employee in accordance with the terms of such plan but in no event later than March 15th following the calendar year in which such bonus was earned. Within thirty (30) days after the Effective Date, Employer and Employee shall establish a bonus plan, setting forth targeted goals for the year ending December 31, 2009, with the amount of the performance bonus payable under such plan to be pro-rated to reflect the period from the Effective Date to December 31, 2009.
          5.4. Stock Options . On the Effective Date, the Board or Compensation Committee of the Board shall grant Employee stock options (“ Options ”) under the RXi Pharmaceuticals Corporation 2007 Incentive Plan (the “ Plan ”) to purchase Three Hundred and Fifty Thousand (350,000) shares of RXi’s common stock. Subject to Section 6 of this Agreement, the Options shall vest in equal quarterly installments over 4 years beginning on the first quarterly anniversary of the Effective Date, provided, in each case, that Employee remains in the continuous employ of Employer through such quarterly anniversary date. Each vested Option shall (a) be exercisable at an exercise price per share equal to the closing market price of RXi’s common stock on the date of the grant, (b) have a term of ten years, and (c) be on such other terms as shall be determined by the Board (or the Compensation Committee of the Board) and set forth in a customary form of stock option agreement under the Plan evidencing the Options. Upon the occurrence of a “Covered Transaction” (as defined in the Plan), the Options shall thereupon vest in full and become exercisable as to all of the shares covered thereby in accordance with the terms of the Plan.

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 2 of 8	 	05 NOV 09	

 

          5.5 Expense Reimbursement . Employer shall reimburse Employee for reasonable business expenses incurred by Employee in connection with the performance of Employee’s duties in accordance with Employer’s usual practices and policies in effect from time to time. Any reimbursements hereunder shall be paid to Employee promptly in a lump sum in accordance with such expense reimbursement policies and procedures then in effect but in no event later than the March 15 of the calendar year next following the year in which Employee incurred the reimbursable expense.
          5.6. Vacation . Employee will be entitled to 25 days of paid “time off” (vacation days plus sick time/personal time) for each full calendar year in accordance with the Company’s policies from time to time in effect, in addition to holidays observed by the Company (for partial calendar years, the Employee’s paid “time off” will be pro-rated). Paid time off may be taken at such times and intervals as the Employee shall determine, subject to the business needs of the Company, and otherwise shall be subject to the policies of the Company, as in effect from time to time. The number of paid “time off” days will accrue per pay period and will stop accruing once 20 days have been reached.
          5.7. Employee Benefits . The Company shall provide Employee and his dependents with coverage under all medical, dental and/or vision plans and other benefit programs available to the Company’s executives and their dependents, to the extent Employee and his dependents satisfy the applicable eligibility requirements, and the Company shall pay, directly or indirectly, the monthly and annual premiums associated with any such medical plans to the same extent the Company pays such premiums for other executives of the Company. Employee shall be eligible to participate in any medical insurance and other employee benefits made available by Employer to all senior executives and/or all of employees of Employer under Employer’s plans and employment policies in effect during the Term. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified or terminated by Employer at any time in its discretion.
          5.8. Payroll Taxes . Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.
          5.9. Adjustment . Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that as a result of any payment or distribution by the Employer to or for the benefit of the Employee whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “ Payments ”), the Employee would be subject to the excise tax imposed by Sections 409A, 280G or Section 4999 of the Internal Revenue Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”), the Employee shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) in an amount such that, after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Employee is in the same after-tax position as if no Excise Tax had been imposed upon the Employee with respect to the Payments, provided further that such Gross-Up Payment shall be made prior to April 15th of the calendar year following the year in which the Employee receives any payment or distribution from the Employer which gives rise to a Gross-Up Payment. Notwithstanding the foregoing, the amount of the Gross-Up Payment required to be made

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 3 of 8	 	05 NOV 09	

 

by Employer to Employee shall in no event exceed Three Hundred and Seventy Five Thousand Dollars ($375,000).
     6.  Termination . The Agreement may be terminated as set forth in this Section 6.
          6.1. Termination by Employer for Cause or Voluntary Resignation Without Good Reason . Employer may terminate Employee’s employment hereunder for Cause upon notice to Employee, and Employee may voluntarily resign his employment without Good Reason (as herewith defined) upon notice to Employer. Cause for the purpose of this Agreement shall mean any of the following:
          (a) Employee’s breach of any material term of this Agreement including its Exhibits; provided that the first occasion of any particular breach shall not constitute Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affording Employee at least ten (10) days to correct such breach;
          (b) Employee’s conviction of, or plea of guilty or nolo contendere to, any felony or other crime of moral turpitude;
          (c) Employee’s act of fraud or dishonesty injurious to Employer or its reputation;
          (d) Employee’s continual failure or refusal to perform his material duties as required under the Agreement after written notice from Employer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same;
          (e) Employee’s act or omission that, in the reasonable determination of Employer’s Board (or a Committee of the Board), indicates alcohol or drug abuse by Employee; or
          (f) Employee’s act or personal conduct that, in the judgment of the Board (or a Committee of the Board), gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms of harassment, or other similar liabilities to subordinate employees.
          Upon termination of Employee’s employment by Employer for Cause or by Employee due to a voluntary resignation without Good Reason, all compensation and benefits to Employee hereunder shall cease except that Employee shall be entitled to payment, not later than three days after the date of termination, of (i) any accrued but unpaid salary and unused vacation time (only as accrued during the then-current year of employment), (ii) any unpaid bonus that may have been previously awarded Employee as provided in Section 5.3, and (iii) reimbursement of business expenses accrued but unpaid as of the date of termination. In addition, Employer’s indemnification obligations shall remain in effect in accordance with the terms thereof.
          6.2. Termination by Employer without Cause. Employer may also terminate Employee’s employment without Cause upon notice to Employee. Upon termination of Employee’s employment by Employer without Cause during the Term, all compensation and benefits to Employee hereunder shall cease except that Employee shall be entitled to payment of:

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 4 of 8	 	05 NOV 09	

 

          (a) not later than three days after the date of termination, any accrued but unpaid salary and unused vacation time (only as accrued during the Term as of the date of such termination and according to the laws of the Commonwealth of Massachusetts) and reimbursement of business expenses accrued but unpaid as of the date of termination;
          (b) six (6) months of salary (based on the then current Base Salary and without taking into account any bonus payments made pursuant to Sections 5.2 or 5.3) from the date of termination if the date of termination is within six (6) months from the Effective Date, plus an additional month of salary for each month of continued employment beyond six (6) months from the Effective Date, up to a maximum of twelve (12) months of salary (the “ Severance Period ”) in the form of salary continuation on a monthly basis;
          (c) not later than three days after the date of termination, a bonus incentive equal to the target bonus set forth in any Employer bonus plan applicable to Employee and in effect as of the date of termination as it applies only to targets achieved in full prior to the date of termination;
          (d) six (6) months of option vesting from the date of termination if the date of termination is within six (6) months from the Effective Date, plus an additional month of option vesting for each month of continued employment beyond six (6) months from the Effective Date, up to a maximum of twelve (12) months of vesting, excluding any options granted after the Effective Date that vest upon the attainment of milestones or events other than the passage of time; and
          (e) continued participation, at Employer’s cost and expense, during the Severance Period in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination, and Employer’s indemnification obligations shall remain in effect in accordance with the terms thereof.
          6.3. Termination by Employee for Good Reason . The Employee’s employment hereunder may be terminated by the Employee for Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean (i) any material breach of this Agreement by RXi or any successor to RXi that is not cured within ten (10) days after RXi’s receipt of written notice from the Employee stating the nature of such breach (it being understood that a failure by Employer to comply with any of the provisions of Section 5 shall be deemed a material breach); (ii) any material reduction by the Company of the Employee’s base Salary or potential performance bonus opportunity, or benefits payable hereunder, (iii) a material reduction by RXi or any successor to RXi in the Employee’s title, job responsibilities or duties; or (iv) the relocation, without the consent of Employee, of RXi’s management offices such that the distance from the corporate headquarters’ current location in Worcester, MA, is increased by more than 60 miles. The consequences for termination by Employee for Good Reason are identical to the consequences described in Section 6.2 for termination by Employer without Cause.
          6.4 Death or Disability . Employee’s employment will terminate automatically in the event of Employee’s death or upon notice from Employer in event of his permanent disability. Employee’s “ permanent disability ” shall have the meaning ascribed to such term in any policy of disability insurance maintained by Employer (or Employee, as the case may be) with respect to Employee, or if no such policy is then in effect, shall mean Employee’s inability to fully perform his duties hereunder

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 5 of 8	 	05 NOV 09	

 

with or without reasonable accommodation for any period of at least 90 consecutive days or for a total of 120 days, whether or not consecutive. Upon termination of Employee’s employment as aforesaid, all compensation and benefits to Employee hereunder shall cease and Employer shall pay to the Employee or Employee’s heirs or personal representatives, not later than ten days after the date of termination, (i) any accrued but unpaid salary and unused vacation as of the date of such termination as required by law, (ii) any unpaid bonus that may have been previously awarded to Employee pursuant to Section 5.3 prior to such date, (iii) reimbursement of business expenses accrued but unpaid as of the date of termination, and (iv) if any of the targeted goals under the then current bonus plan had been achieved as of termination date, the amount of bonus applicable to such goals, pro rated as of the date of such termination.
     7.  Equitable Remedies; Injunctive Relief . Employee hereby acknowledges and agrees that monetary damages are inadequate to fully compensate Employer for the damages that would result from a breach or threatened breach of the Confidentiality Agreement and, accordingly, that Employer shall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. The provision shall not, however, diminish Employer’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses.
     8.  Indemnification, Insurance . Employer and Employee acknowledge that, as the Chief Executive Officer of Employer, Employee shall be a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent mandated by Employer to its officers, directors and agents under the Employer’s Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement. Subject to his insurability thereunder, Employer shall maintain Employee as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts to continue to insure Employee thereunder, or under any replacement policies in effect from time to time, during the Term.
     9.  Severable Provisions . The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.
     10.  Successors and Assigns . This Agreement shall inure to the benefit of and shall be binding upon and enforceable by Employer, its successors and assigns and Employee and his heirs and representatives; provided, however, that neither party may assign the Agreement without the prior written consent of the other party. Employer will cause any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Employer to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Employer would have been required to perform it.
     11.  Entire Agreement . This Agreement, including the Confidentiality Agreement and the Indemnification Agreement, contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of the Agreement that are not set forth otherwise therein or herein. Except as expressly provided herein, this Agreement including the Confidentiality Agreement and the Indemnification Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 6 of 8	 	05 NOV 09	

 

Employee and Employer relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement, including the Confidentiality Agreement (Exhibit 1) and the Indemnification Agreement (Exhibit 2).
     12.  Amendment . No modification of this Agreement shall be valid unless made in writing, approved by the Employer’s Board (or a committee of the Board) and signed by the parties hereto and unless such writing is made by an executive officer of Employer (other than Employee). The parties hereto agree that in no event shall an oral modification of this Agreement be enforceable or valid.
     13.  Governing Law . This Agreement is and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice-of-law rules of Massachusetts.
     14.  Notice . All notices and other communications under this Agreement shall be in writing and mailed, electronically mailed, telecopied (in case of notice to Employer only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such other address as such party may have specified by notice given to the other party pursuant to the provision):
If to Employer:
Chair of the Board of Directors (and separately to RXi’s In-House Legal Counsel)
RXi Pharmaceuticals Corporation
60 Prescott St.
Worcester, MA 01605
Fax: (508) 767-3862
Email: SHillsberg@troygould.com
If to Employee:
Through company e-mail or company regular mail box if employed by Company or if not employed:
Noah D. Beerman
10 Sawmill Rd.
Acton, MA 01720
Email: noahbeerman@comcast.net
     15.  Survival . Sections 7 through 16 shall survive the expiration or termination of the Agreement.
     16.  Counterparts . The Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
     17.  Joint Participation . Employer and Employee agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement and that this Agreement has been

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 7 of 8	 	05 NOV 09	

 

fully reviewed and negotiated by both Employer and Employee and their respective Counsel. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by both Employer and Employee and no presumptions or burdens of proof shall arise favoring either Employer or Employee by virtue of the authorship of any of the provisions of this Agreement.
     18.  Attorney’s Fees . In any action or proceeding to construe or enforce any provision of the Agreement the prevailing party shall be entitled to recover its or his reasonable attorneys’ fees and other costs of suit in addition to any other recoveries.
  IN WITNESS WHEREOF, the Agreement is executed as of the day and year first above written.
 	 	 	 	 	
 	EMPLOYER

RXi Pharmaceuticals Corporation
 	 	
 	By:  	 	 	
 	 	Sanford J. Hillsberg 	 	
 	 	Chairman of the Board of Directors
RXi Pharmaceuticals Corporation 	 	
 	
EMPLOYEE

 
Noah D. Beerman	 	  	

Employment Agreement	 	 	 	 	
Noah D. Beerman	 	Page 8 of 8	 	05 NOV 09	

 

Exhibit 1
RXi Pharmaceuticals Corporation
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND
PROPRIETARY INFORMATION AGREEMENT
     AGREEMENT, effective as of November 5, 2009, between RXi Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and Noah D. Beerman (the “Employee”).
1. Employee will make full and prompt disclosure to the Company of all inventions, improvements, modifications, discoveries, methods, technologies, biological materials, and developments, and all other materials, items, techniques, and ideas related directly or indirectly to the business of the Company, whether patentable or not, made or conceived by Employee or under Employee’s direction during Employee’s employment with the Company, whether or not made or conceived during normal working hours, or on the premises of the Company (all of which are collectively termed “Intellectual Property” hereinafter).
2. Employee agrees that all Intellectual Property, as defined above, shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. Employee hereby assigns to the Company any rights Employee may have or acquire in all Intellectual Property and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere. Employee further agrees that with regard to all future developments of Intellectual Property, Employee will assist the Company in every way that may be reasonably required by the Company (and at the Company’s expense) to obtain and, from time to time, enforce patents on Intellectual Property in any and all countries that the Company may require, and to that end, Employee will execute all documents reasonably necessary for use in applying for and obtaining such patents thereon and enforcing the same, as the Company may desire, together with any assignment thereof to the Company or persons designated by the Company, and Employee hereby appoints the Company as Employee’s attorney to execute and deliver any such documents or assignments requested by the Company (but only for the purpose of executing and filing any such document). Employee’s obligation to assist the Company in obtaining and enforcing patents for Intellectual Property in any and all countries shall continue beyond the termination of Employee’s employment with the Company, but the Company shall compensate Employee at a reasonable, standard hourly rate following such termination for time directly spent by Employee at the Company’s request for such assistance.
3. Employee hereby represents that Employee has no continuing obligation to assign to any former employer or any other person, corporation, institution, or firm any Intellectual Property as described above. Employee represents that Employee’s performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by Employee, in confidence or in trust, prior to Employee’s employment by the Company. Employee has not entered into, and Employee

Exhibit 1	 	 	 	 	
Noah D. Beerman	 	Page 1 of 5	 	05 NOV 09	

 

agrees not to enter into, any agreement (either written or oral), which would put Employee in conflict with this Agreement.
4. Employee agrees to assign to the Company any and all copyrights and reproduction rights to any material prepared by Employee in connection with this Agreement and/or developed by Employee during Employee’s employment with the Company that are related directly or indirectly to the business of the Company.
5. Employee understands and agrees that a condition of Employee’s employment and continued employment with the Company is that Employee has not brought and will not bring to the Company or use in the performance of Employee’s duties at the Company any materials or documents rightfully belonging to a former employer which are not generally available to the public.
6. Employee recognizes that the services to be performed by Employee hereunder are special, unique, and extraordinary and that, by reason of Employee’s employment with the Company, Employee may acquire Confidential Information (as hereinafter defined) concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damage which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Employee agrees that Employee will not (directly or indirectly) at any time, whether during or for a period of seven (7) years after Employee’s employment with the Company:
(i) knowingly use for personal benefit or for any other reason not authorized by the Company any Confidential Information that Employee may acquire or has acquired by reason of Employee’s employment with the Company, or;
(ii) disclose any such Confidential Information to any person or entity except (A) in the performance of Employee obligations to the Company hereunder, (B) as required by a court of competent jurisdiction, (C) in connection with the enforcement of Employee rights under this Agreement, or (D) with the prior consent of the Board of Directors of the Company.
          As used herein, “Confidential Information” includes proprietary and confidential information with respect to the facilities and methods of the Company, reagents, chemical compounds, cell lines or subcellular constituents, organisms, or other biological materials, trade secrets, and other Intellectual Property, systems, patent applications, procedures, manuals, confidential reports, financial information, business plans, prospects, or opportunities, personnel information, or lists of customers and suppliers which are generally known only to the Company provided, however, that Confidential Information shall not include any information that is known or becomes generally known or available publicly other than as a result of disclosure by Employee which is not permitted as described in clause (ii) above, or the Company discloses same to others without obtaining an agreement of confidentiality.
          Employee confirms that all Confidential Information is the exclusive property of the Company. All business records, papers, documents and electronic materials kept or made by Employee relating to the business of the Company which comprise Confidential Information

Exhibit 1	 	 	 	 	
Noah D. Beerman	 	Page 2 of 5	 	05 NOV 09	

 

shall be and remain the property of the Company during the Employee’s employment and at all times thereafter. Upon the termination, for any reason, of Employee’s employment with the Company, or upon the request of the Company at any time, Employee shall deliver to the Company, and shall retain no copies of any written or electronic materials, records and documents made by Employee or coming into Employee’s possession concerning the business or affairs of the Company and which comprise Confidential Information.
7. During the term of Employee’s employment with the Company and for one (1) year thereafter (the “Restricted Period”), the Employee shall not directly or indirectly, for Employee’s own account or for the account of others, as an officer, director, stockholder (other than as the holder of less than 1% of the outstanding stock of any publicly traded company), owner, partner, employee, promoter, consultant, manager or otherwise participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through proprietorship, a corporation, partnership, or other form of business entity which is in competition with the Company in the field of RNA interference (RNAi) (the “Company Business”) within the United States or any other country in which the Company is conducting or is actively seeking or planning to conduct the Company Business as of the date of such termination. Notwithstanding the foregoing, except as otherwise agreed to in writing, Employee shall have the right to perform such incidental services as are necessary in connection with (a) his private passive investments, (b) his charitable or community activities, (c) his participation in trade or professional organizations, and (d) his service on the board of directors (or comparable body) of one third-party corporate entity that does not compete with the Company Business.
     During the Restricted Period, the Employee shall not, whether for Employee’s own account or for the account of any other person (excluding the Company):

 	(i)	 	solicit or contact in an effort to do business with any person who was or is a customer of the Company during the Restricted Period, or any affiliate of any such person, if such solicitation or contact is for the purpose of competition with the Company; or	
 		
 	(ii)	 	solicit or induce any of the Company’s employees to leave their employment with the Company or accept employment with anyone else, or hire any such employees or persons who were employed by the Company during the Restricted Period.	
     Nothing herein shall prohibit or preclude the Employee from performing any other types of services that are not precluded by this Section 7 for any other person.
     Employee has carefully read and considered the provisions of this Section 7 (including the Restricted Period, scope of activity to be restrained, and the restriction’s geographical scope) and concluded them to be fair, appropriate and reasonably required for the protection of the legitimate business interests of the Company, its officers, directors, employees, creditors, and shareholders. Employee understands that the restrictions contained in this Section may limit Employee’s ability to engage in a business competitive to the Company’s business, but acknowledges that Employee will receive adequate remuneration and other benefits from the Company hereunder to justify such restrictions.

Exhibit 1	 	 	 	 	
Noah D. Beerman	 	Page 3 of 5	 	05 NOV 09	

 

     The Employee shall give prompt notice to the Company of the Employee’s acceptance of employment or other fees for services relationship during the Restricted Period, which notice shall include the name of, the business of, and the position that Employee shall hold with such other entity.
8. In the event that Employee’s employment is transferred by the Company to a subsidiary, affiliated company, or acquiring company (as the case may be), Employee’s employment by such company will, for the purpose of this Confidentiality, Non-Competition, and Proprietary Information Agreement, be considered as continued employment with the Company, unless Employee executes an agreement, substantially similar in substance to this Agreement, and until the effective date of said agreement in any such company for which Employee becomes employed. It is further agreed that changes in Employee’s position or title unless expressly agreed to in writing will operate to terminate this Confidentiality, Non-Competition, and Proprietary Information Agreement without Cause.
9. Upon termination of Employee’s employment for any reason, unless such employment is transferred to a subsidiary, affiliated or acquiring company of the Company, Employee agrees to leave with, or return to, the Company all records, drawings, notebooks, and other documents pertaining to the Company’s Confidential Information, whether prepared by Employee or others, as well as any equipment, tools or other devices owned by the Company, that are then in Employee’s possession, however such items were obtained, and Employee agrees not to reproduce or otherwise retain any document or data relating thereto.
10. Employee obligations under this Agreement shall survive the termination of Employee’s employment with the Company for the respective periods specifically set forth herein regardless of the manner of, and reason for, such termination, and shall be binding upon Employee’s heirs, executors, and administrators.
11. Prior to entering the employ of the Company, Employee has lawfully terminated employment with all previous employers. Employee further understands and agrees that no license to any of the Company’s trademarks, patents, copyrights or other proprietary rights is either granted or implied by Employee’s access to and utilization of the Confidential Information or Intellectual Property.
12. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
13. Employee agrees that in addition to any other rights and remedies available to the Company for any breach or threatened breach by Employee of Employee’s obligations hereunder, the Company shall be entitled to enforcement of Employee’s obligations hereunder by whatever means are at the Company’s disposal, including court injunction.

Exhibit 1	 	 	 	 	
Noah D. Beerman	 	Page 4 of 5	 	05 NOV 09	

 

14. The Company may assign this Agreement to any other corporation or entity which acquires (whether by purchase, merger, consolidation or otherwise) all or substantially all of the business and/or assets of the Company. Employee shall have no rights of assignment.
15. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, then such provision shall be enforceable to the extent that a court deems it reasonable to enforce such provision. If such provision shall be unreasonable to enforce to any extent, such provision shall be severed and all remaining provisions shall continue in full force and effect.
16. This Agreement shall be effective as of the date first written above.
17. This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts. Each of the Company and Employee (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of The Commonwealth of Massachusetts or the United States District Court located in The Commonwealth of Massachusetts for the purpose of any action between the Company and Employee arising in whole or in part under or in connection with this Agreement, (b) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens , should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (c) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence, the Company or Employee may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.
IN WITNESS WHEREOF , Employee has executed this Agreement as of the date set forth above:

BY:  	 	 		
 	Name of Employee: Noah D. Beerman 	 		

ACCEPTED AND AGREED TO:
RXi Pharmaceuticals Corporation

BY:  	 	 		
 	Name:  	Sanford J. Hillsberg 	 		
 	Title:  	Chairman of the Board of Directors 	 		

 	 	 	 	 	
Exhibit 1	 	 	 	 	
Noah D. Beerman	 	Page 5 of 5	 	05 NOV 09	

Exhibit 10.28
SEPARATION AGREEMENT AND GENERAL RELEASE
     This Separation Agreement and General Release (this “Agreement”) is made and entered into as of November 5, 2009 (the “Separation Date”) by and between Tod Woolf, Ph.D. (“Executive”) and RXi Pharmaceuticals Corporation, a Delaware corporation (the “Company”).
RECITALS
     WHEREAS, Executive has been employed by the Company as its President and Chief Executive Officer (“CEO”) pursuant to that certain Employment Agreement dated January 1, 2009 by and between Executive and the Company (the “Employment Agreement”).
     WHEREAS, Executive recently initiated discussions with the Board of Directors of the Company (the “Board”) regarding whether, in the Board’s judgment, a transition in leadership of the Company at this time is in the best interests of the Company and its shareholders. As a result of the ensuing discussions between Executive and the Board, Executive and the Company have reached a mutual agreement that Executive will, upon the hiring of a permanent CEO for the Company, which is anticipated to occur on November 5, 2009, resign and cease to serve as the Company’s President and CEO and as a Director of the Company and at that time transition to the Scientific Advisory Board (“SAB”) of the Company (“New Position”).
     WHEREAS, in as much as Executive’s separation is the result of mutual agreement of the parties hereto, a termination circumstance not contemplated in the Employment Agreement, the parties hereto desire to: (i) terminate the Employment Agreement and (ii) enter into this Agreement, a Scientific Advisory Board Agreement (the “SAB Agreement”, attached hereto as Exhibit 1), and based upon the Change of Status Term Sheet between the Executive and Company executed on November 4, 2009 (“Term Sheet”), define the terms and conditions of Executive’s separation from the Company and the Executive’s engagement as a member of its SAB, such that this Agreement and the SAB Agreement, shall supersede in full the Employment Agreement.
     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive, intending to be legally bound, hereby agree as follows:
     1.  Recitals . The Recitals above are true and correct and incorporated by reference as if fully set forth herein.
     2.  Termination of Employment Agreement; Other Agreements and Plans . Executive and the Company mutually acknowledge and agree that the Employment Agreement is hereby terminated and shall have no further force or effect and is superseded in full by this Agreement and the SAB Agreement. All terms and conditions relating to Executive’s separation from the
 Page 1 of 7 

 

Company and the Company’s entire obligations with respect thereto shall be as set forth in this Agreement and the SAB Agreement. In addition, and for the avoidance of doubt, this Agreement and the SAB Agreement supersede any and all agreements set forth in the Employment Agreement with respect to compensation and termination of benefits and the Company’s obligations with respect thereto, including, but not limited to, annual base salary, bonuses under the Management Incentive Plan, options to purchase the stock of the Company (“Stock Options”), and any other fringe benefits and perquisite programs previously provided to Executive; provided, however, that Executive’s rights under and pertaining to the Company’s 401(k) Plan (“401(k) Plan”) will in all respects be governed by the terms of the 401(k) Plan and, except as expressly provided herein, Executive’s rights pursuant to any previously issued awards or grants under the Company’s 2007 Stock Incentive Plan (the “2007 Stock Plan “) will in all respects be governed by the terms of the 2007 Stock Plan.
     3.  Corporate Positions . Executive acknowledges that he resigned from his positions as President and CEO and Director of the Company effective on the Separation Date. Executive will be engaged by the Company in the New Position for a three year term from November 5, 2009 — November 4, 2012 (the “Term”) and according to the other terms described in detail in the SAB Agreement attached hereto as Exhibit 1 and incorporated in full by reference.
     4.  Separation Benefits . Executive’s exclusive compensation and remedy with respect to his separation from the Company shall be to receive from the Company the following as set forth in this Section 4. Executive shall be responsible for the payment of all applicable income, transfer, sales, use and other taxes under federal, state, local or other law, due and owing as a result of the payments or transfers or use of property from the Company to Executive hereunder.
     (a) Severance Payment . The Company shall pay Executive in cash, in one lump sum within ten (10) days from the Separation Date as a full severance payment the amount of One Hundred Eighty Seven Thousand Five Hundred Dollars ($187,500). The Executive hereby waives his right to receive severance pay as set forth in Section 6.2(b) of Executive’s Employment Agreement and will not receive any severance upon the termination of his New Position for any reason.
     (b) Bonus . The determination of the amount of any annual performance bonus earned by Executive for 2009 will be made by the Board or the Compensation Committee of the Board of the Company, provided that the amount of such bonus shall in any event not be less than the amount provided for in the applicable bonus plan if the specified goals for the year have been determined by the Board, or Compensation Committee of the Board, in its sole discretion, to have been achieved. Executive’s annual performance bonus for 2009 has a top performance target of 35% of Executive’s time averaged base salary . The annual bonus will be paid at Executive’s time averaged salary for 2009, and may be paid by the Company in shares of the Company’s common stock. If such payment is in stock, its value will be that used for other employees
 Page 2 of 7 

 

receiving their annual performance bonus for 2009 in stock, or if no such bonuses are paid to other employees in stock, the value will be determined based on the volume-weighted average price for 15 days preceding the date of the award. The bonus payment will be determined by the Board, or Compensation Committee of the Board, and distributed, no later than March 15, 2010.
     (c) Equity-based Compensation . The Executive shall receive the six (6) months acceleration of vesting of all of his outstanding unvested Stock Options as of the Separation Date, and, notwithstanding any provision of the Company’s 2007 Incentive Plan, such Stock Options shall otherwise continue to vest during Executive’s continuing role in the Company in the New Position. The period for exercising all vested Stock Options , shall be extended to the later of: (i) a period of two (2) years from the Separation Date (until November 4, 2011), or (ii) ninety (90) days following the end of the Term of the SAB Agreement (which date shall be February 4, 2013) or such earlier date as the SAB Agreement may be terminated pursuant to the terms of the SAB Agreement provided the Executive has not violated the non-competition provisions of the SAB Agreement prior to the date of exercise (whether or not the SAB Agreement is still in effect at that time). In the event it is determined in arbitration that the Executive has violated at any time the non-competition provisions of the SAB Agreement (whether or not the SAB Agreement is still in effect at that time), the exercisability of all of the vested Stock Options will terminate immediately. Executive agrees that prior to any exercise of his vested Stock Options he will provide in writing to the Company a representation that he has not violated the non-competition provisions of the SAB Agreement prior to the date of exercise (whether or not the SAB agreement is still in effect at that time). The Company retains, subsequent to the exercise of any vested stock options, all of its rights in law or in equity based on any breach of the representation the Executive makes in connection with that exercise pursuant to the preceding sentence. Executive cannot exercise any of his vested Stock Options either after it has been determined he has violated the non-competition provisions of the SAB Agreement or while there is a dispute regarding whether there has been a violation of the non-competition provisions of the SAB Agreement that has not been cured as described in the SAB Agreement (including during any proceeding to resolve the dispute). Executive’s ability to exercise his vested Stock Options will be reinstated if the dispute is resolved in Executive’s favor. For the avoidance of doubt, no additional Stock Options will be granted to Executive during the Term.
     (d) Continuation of Employment Benefits . The Company shall provide Executive with, at the Company’s cost, continued participation in the medical, dental and vision insurance coverage plans of the Company or COBRA (“Health Benefits”) in which Executive is participating on the Separation Date until the earlier of: (i) the end of the 24-month period following the Separation Date; and (ii) the date, or dates, Executive receives comparable coverage and benefits under the plans and programs of any
 Page 3 of 7 

 

subsequent employer; provided, however, that the provision of such benefits to Executive by the Company shall be in accordance with Health Benefits as maintained by the Company from time to time for its then current senior executives.
     5.  Withholding Taxes . The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.
     6.  Release of Claims . Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive and the Company, on behalf of themselves, and their respective heirs, family members, executors, officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, hereby fully and forever release each other and their respective heirs, family members, executors, officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the Separation Date according to this Agreement including, without limitation, (a) any and all claims relating to or arising from Executive’s relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s ownership of Company’s of shares of stock or of Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; defamation; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act; (e) any and all claims arising out of any other laws and regulations and regulations relating to employment or employment discrimination; and (f) any and all claims for attorneys’ fees and/or costs. The Company and Executive agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement, the SAB Agreement, or under the 401(k) Plan and Executive’s rights as a stockholder in the Company (but only as to Claims first arising after the Separation Date).
 Page 4 of 7 

 

     7.  No Admission . Executive acknowledges and agrees that this Agreement is not intended by either party to be construed, and will not be construed, as an admission by the Company of any liability or violation of any law, statute, ordinance, regulation or legal or moral duty of any nature whatsoever.
     8.  Cooperation with Transition and Claims . Executive agrees that, as necessary and upon request, he will cooperate with the Company and will render all reasonable assistance in the prosecution or defense by the Company of all claims, demands, suits, actions, proceedings and causes of action brought against or by any party, howsoever and whenever arising, including, but not limited to, meeting with attorneys who represent the Company, making affidavits or signed statements, giving deposition testimony and appearing as a witness, whenever such evidence may be necessary or desirable in any such matter. Executive further agrees that, during the period between the Separation Date and January 31, 2010, and for a maximum of up to 320 hours, he will provide all necessary assistance to the Company’s new CEO as the new CEO transitions into such position. All of Executive’s reasonable out of pocket expenses in connection with his performance under this Section 8 shall be reimbursed by the Company, but Executive shall not receive any other compensation for such services.
     9.  Non-Disparagement . Executive and Company agree not to disclose any information or make or publish any statement or do any other thing that may tend to harm or prejudice the reputation or good name of the Executive and the Company or its officers, directors, or employees. Executive agrees not to say or do anything to or in relation to officers, directors, employees, clients, customers, agents, or representatives of the Company that is adverse or prejudicial to the Company, or inconsistent with the management or policies of the Company.
     10.  Confidentiality, Non-Competition, and Proprietary Information . Executive shall execute the Confidentiality, Non-Competition, and Proprietary Information Agreement attached as Appendix A to the SAB Agreement and hereby warrants and represents that he has been subject to and in compliance with its provisions since becoming the Company’s President and Chief Executive Officer.
     11.  Consultation with Legal Counsel . Executive expressly acknowledges that, before signing this Agreement, Executive was advised of his right to consult with legal counsel and/or other advisors selected by Executive regarding the terms and conditions of this Agreement, that Executive knows and understands the contents of this Agreement and that Executive enters into this Agreement of his own free will, and without any inducement not described in this Agreement, and not under duress or coercion of any nature.
     12.  Severability . If any provision of this Agreement should be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or
 Page 5 of 7 

 

provisions will not be affected, and the illegal or invalid parts, terms or provisions will be deemed not to be a part of this Agreement.
     13.  Governing Law . This Agreement is and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice-of-law rules of Massachusetts.
     14.  Resolution of Disputes . Executive and the Company agree that all controversies that may arise between Executive and the Company concerning, arising out of or relating to this Agreement or any related agreement (other than injunctive proceedings to enforce Executive’s or Company’s obligations under this Agreement) shall be resolved exclusively by arbitration. The arbitration will be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (i) subject to the jurisdiction and venue of any arbitration or litigation in Boston, Massachusetts; and (ii) bound by the decision of the arbitrator as the final decision with respect to any dispute that is to be resolved by arbitration pursuant to this Agreement. Each party shall be responsible for its own attorneys’ fees.
     15.  Entire Agreement; Counterparts . This Agreement and its exhibits constitutes the entire agreement among the parties as to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. Except as expressly provided herein, this Agreement supersedes any prior oral or written agreements, drafts, understandings or representations between Executive and the Company. No other agreements regarding Executive’s services or termination, oral or otherwise, shall be deemed to exist or to bind either party. No provision of this Agreement shall be waived, altered or cancelled except in writing signed by the party against whom such waiver, alteration or cancellation is asserted. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
     16.  Construction . Throughout this Agreement, nouns, pronouns and verbs will be construed as masculine, feminine, neuter, singular or plural, whichever will be applicable. All references herein to “Sections” and paragraphs will refer to corresponding provisions of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word “including” will mean including without limitation. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
 Page 6 of 7 

 

     17.  Expenses . Each of the parties hereto shall pay its own fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby, however, the Company agrees to reimburse the Executive for up to Twelve Thousand Five Hundred Dollars ($12,500) in legal fees in conjunction with the negotiation of the Term Sheet and the negotiation and execution of this Agreement and the SAB Agreement.
     IN WITNESS WHEREOF, and intending to be legally bound, the parties to this Agreement have executed this Agreement as of the day and year first above written.
 	 	 	 	 	
 	RXi Pharmaceuticals Corporation
 	 	
 	By:  	 	 	
 	 	Name:  	Sanford J. Hillsberg 	 	
 	 	Title:  	Chairman of the Board of Directors 	 	

ACCEPTED AND AGREED
 	 		
By:  	 	 		
 	Name:  	Tod Woolf, Ph.D. 	 		

 Page 7 of 7 

 

EXHIBIT 1
RXI PHARMACEUTICALS CORPORATION
SCIENTIFIC ADVISORY BOARD AGREEMENT
     This Scientific Advisory Board Agreement (this “ Agreement ”) dated as of November 5, 2009 (the “Effective Date”), is made by Tod Woolf, Ph.D., (the “ SAB Member ”) and RXi Pharmaceuticals Corporation, a Delaware corporation (“ RXi ” and together with the SAB Member, the “ Parties ”) and accompanies the Separation Agreement of November 5, 2009 between the Parties.
     1.  General .
           (A) Services. As of the Effective Date, RXi shall retain the SAB Member, and the SAB Member agrees to serve, as a member of RXi’s Scientific Advisory Board (“ SAB ”) and to consult with RXi in the Field (as hereinafter defined). The SAB Member agrees to provide to RXi such services in the Field as are customarily performed by a member of a scientific advisory board to a company such as RXi (the “ Services ”). The Services will include, without limitation:

 	•	 	Consulting with RXi’s respective management within the SAB Member’s professional area of expertise from time to time as reasonably requested by RXi;	
 		
 	•	 	Exchanging strategic and business development ideas with RXi;	
 		
 	•	 	Attending scientific, medical or business meetings with RXi’s management, such as United States Food & Drug Administration meetings, meetings with strategic or potential strategic partners and other meetings relevant to SAB Member’s area of expertise; and	
 		
 	•	 	Writing grants, writing papers and invention disclosures, helping draft presentations, giving presentations on behalf of RXi to scientists or investors, attending meetings, and reading papers.	
     For purposes of this Agreement, the term “ Field ” means the use of RNAi technology in, or the application of RNAi technology to, the discovery or development of diagnostic or therapeutic products for humans or animals, and/or the use of RNAi as a component of therapeutic products for humans or animals. Notwithstanding anything else herein to the contrary, the term “Field” is specifically understood to not include traditional antisense, microRNA, or other RNA targeting technologies or generic cellular delivery technologies that can be used for antisense or microRNA.
      Performance of Services . As of the Effective Date, the SAB Member agrees to make himself available to render the Services, at such time or times and location or locations as may be mutually agreed, from time to time at the request of RXi. Unless covered by an appropriate agreement between any third party and RXi, the SAB Member shall not knowingly engage in any activities or use any facilities in the course of providing Services which could result in claims of ownership to any Inventions (as hereinafter defined) being made by a third party. The SAB Member agrees to devote his reasonable and diligent efforts to the performance of the Services. The SAB Member agrees to devote up to 250 hours per year (exclusive of any hours required pursuant to the Separation Agreement between the Parties), including by attending at least 2 SAB meetings per year.
 Page 1 of 12 

 

     2.  Compensation .
(A) Cash compensation for Services . As full compensation for the Services, RXi will pay the SAB Member: a retainer of $120,000 for the first Agreement Year, and $60,000 for each of the second and third Agreement Years of the Term (as defined herein below), with each “Agreement Year” being each twelve month period ending on the anniversary of the date of this Agreement. Such retainer shall be payable in arrears in quarterly installments (e.g., $30,000 per quarter for the first year and $15,000 per quarter for each of years 2 and 3). If the SAB Member reaches 250 hours of service (exclusive of any services provided in the first Agreement Year pursuant to the Separation Agreement between the Parties) during any Agreement Year (travel up to 12 hours per day credited at half time), the SAB Member shall notify RXi, and then only provide additional hours of service during the Agreement year upon written approval of the RXi. Excess hours shall be paid at $250.00 per hour (half time for travel up to 12 hours a day).
(B) Stock Options . No stock options to purchase shares of RXi stock will be granted to the SAB Member under this Agreement. SAB Member’s existing Stock Options issued to him in connection with his employment by the Company shall continue to vest during the Term.
(C) Expenses . RXi also shall promptly reimburse the SAB Member for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in the performance of the Services (including attendance at all SAB meetings), following RXi’s receipt of a request for reimbursement from the SAB Member. The SAB Member shall promptly provide RXi with documentation supporting all such expenses, which request must be submitted within 30 days of the incurrence of any particular expense.
     3.  Term . The SAB Member’s performance of Services shall commence on the Effective Date and shall continue for a period of three (3) Agreement Years thereafter ( the “ Term ”), unless either the SAB Member or RXi terminate this Agreement pursuant to Sections 4 or 6 hereof, or unless this Agreement is extended by the mutual written agreement of the SAB Member and RXi.
     4.  Termination; Effect of Termination .
           (A) Termination . RXi may not terminate the SAB Member’s tenure at any time during its Term without Cause. Should the SAB Member choose to voluntarily resign from the SAB or be Terminated-for-Cause, the SAB Member will forfeit all his then unvested options to purchase shares of RXi stock and would not be entitled to any further compensation following such voluntary resignation or Termination for Cause. Cause shall be defined as: (i) a material refusal to perform services for the Company as a member of the SAB as described under Services herewith, provided that the first instance of any particular failure shall not constitute such Cause unless the SAB Member shall have previously received written notice from RXi stating the nature of such breach and affording the SAB Member at least ten (10) days to correct such breach and provided further that disagreement regarding the quality, content or the substance of the services provided by the SAB Member as opposed to the actual provision of those services shall not constitute Cause; or (ii) a violation of the non-compete provisions of the Confidentiality, Non-Competition, Proprietary Information Agreement attached hereto as Appendix A, unless the SAB Member within 15 days of written notice from RXi of the violation ceases entirely and indefinitely the violating activity and demonstrates to RXi’s reasonable satisfaction that the violating activity has not already caused competitive harm to RXi, provided however, that in the event of a dispute regarding what constitutes a violation of the non-compete provisions or the SAB Member’s cure of such alleged breach, RXi will continue to provide compensation and benefits under this Agreement unless and until such breach is adjudicated in an expedited arbitration proceeding. Notwithstanding the foregoing, if the ruling of the arbitration proceeding is in favor of RXi, the SAB Member shall forfeit and return any
 Page 2 of 12 

 

compensation and benefits received from the date of the written notice to him from RXi of his breach until the date of the ruling of the arbitration proceeding. The SAB Member will not receive any severance upon the termination of this Agreement for any reason.
           (B) Survival of Certain Provisions. No termination of this Agreement shall relieve the SAB Member or RXi of any obligations hereunder which by their terms are intended to survive the termination of the SAB Member’s association with RXi, including, but not limited to, the obligations of Sections 2 (as to only those provisions that are specifically described as being applicable after the Term), 4, 6, 7, 8, 9, 10, 11 and 12 hereof.
           (C) Return of RXi Property. Upon termination of this Agreement for any reason, the SAB Member shall promptly deliver to RXi any and all property of RXi or their customers, licensees, licensors, or affiliates provided to SAB Member pursuant to this Agreement which may be in his possession or control, including without limitation, products, memoranda, notes, diskettes, records, reports, laboratory notebooks, or other documents or photocopies of the same and shall destroy any Confidential Information (as defined in Section 6 hereof) in tangible form.
     5.  Independent Contractor . It is understood and agreed that the SAB Member is an independent contractor and that neither this Agreement nor the Services to be rendered hereunder shall for any purpose whatsoever or in any way or manner create any employer-employee relationship between the parties. The SAB Member shall not be entitled to any fringe benefits generally provided to employees of RXi and RXi shall not be required to maintain workers’ compensation coverage for the SAB Member.
     6.  Confidentiality, Non-Competition, Proprietary Information . The SAB Member shall execute the Confidentiality, Non-Competition, Proprietary Information Agreement attached hereto as Appendix A.
     7.  Injunctive Relief . The SAB Member agrees that any breach of this Agreement by him could cause irreparable damage to RXi and that in the event of such breach RXi shall have the right to obtain injunctive relief without posting any bond, including, without limitation, specific performance or other equitable relief to prevent the violation of his obligations hereunder. It is expressly understood and agreed that nothing herein contained shall be construed as prohibiting RXi from pursuing any other remedies available for such breach or threatened breach, including, without limitation, the recovery of damages by RXi.
     8.  No Assignment by the SAB Member . The Services to be rendered by the SAB Member are personal in nature. The SAB Member may not assign or transfer this Agreement or any of his rights or obligations hereunder. In no event shall the SAB Member assign or delegate responsibility for actual performance of the Services to any other natural person.
     9.  No Conflicting Agreements . The SAB Member represents and warrants, that as of the Effective Date, he will not be a party to any commitments or obligations that conflict with this Agreement. During the Term, the SAB Member will not enter into any agreement either written or oral in conflict with this Agreement and will arrange to provide Services under this Agreement in such a manner and at times that such Services will not conflict with his responsibilities under any other agreement, arrangement or understanding or pursuant to any employment relationship he has at any time with any third party.
     10.  Other Consulting Services . RXi agrees that the SAB Member may serve as a member of scientific advisory boards or serve as an employee to other companies in scientific areas inside or outside of the Field, provided that such service does not conflict or materially interfere with his Services
 Page 3 of 12 

 

hereunder. The SAB Member shall notify RXi in writing in advance of such service, provided that RXi shall hold all such information in confidence, and provided further that the SAB Member need not provide copies of any agreements with such other companies or any information relating to his compensation for such services.
     11.  Nonsolicitation . During the Term, the SAB Member, personally, will not, without RXi’s prior written consent, directly solicit the employment of any employee of RXi or their affiliates with whom the SAB Member has had contact in connection with the relationship arising under this Agreement.
     12.  Disclosure of Relationship . The parties each shall be entitled to disclose that the SAB Member is serving on the SAB and RXi may use the SAB Member’s name, including in any business plan, press release, advertisement, prospectus or other offering document of RXi or its affiliates.
     13.  Notices . All notices and other communications hereunder shall be delivered or sent by facsimile transmission, recognized courier service, registered or certified mail, return receipt requested.
If to RXi:
President and CEO
RXi Pharmaceuticals Corporation
60 Prescott St.
Worcester, Massachusetts 01605
Fax: (508) 767-3862
with a copy to:
Legal Counsel
RXi Pharmaceuticals Corporation
60 Prescott St.
Worcester, Massachusetts 01605
If to the SAB Member:
Tod Woolf, Ph.D.
14 Babe Ruth Drive
Sudbury, MA 01776
twoolf@yahoo.com
     Such notice or communication shall be deemed to have been given as of the date sent by the electronic mail or delivered to a recognized courier service, or three days following the date sent by registered or certified mail.
     14.  Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. The SAB Member agrees that RXi may assign this Agreement, in whole but not in part, to any purchaser of all or substantially all of its assets or to any successor corporation resulting from any merger, consolidation or
 Page 4 of 12 

 

other reorganization of RXi with or into such corporations. RXi also may assign this Agreement, in whole but not in part, to any person or entity controlled by, in control of, or under common control with, RXi, if it obtains the prior written consent of the SAB Member, which consent shall not unreasonably be withheld or delayed; provided, however, that no such assignment shall relieve RXi of its liability to the SAB Member hereunder. Notwithstanding the foregoing, RXi may not enter into any transaction pursuant to which all or substantially all of its assets or shares are acquired by a third party, or it merges with any third party unless, in any such transaction, such third party explicitly assumes, in writing, all of RXi’s obligations under this Agreement. RXi may not otherwise assign this Agreement without the SAB Member’s prior written consent.
     15.  Indemnification . RXi shall indemnify, defend and hold harmless the SAB Member from any claim, loss, liability or expense (including reasonable attorney’s fees) incurred by him as a result of the performance of his Services hereunder in accordance with the terms hereof, a material breach by RXi hereof or any gross negligence or willful misconduct by RXi or its respective officers or directors in connection with this Agreement or otherwise relating to or resulting from the performance of the Services hereunder, except where such claim, loss, liability or expense is attributable primarily to the SAB Member’s own gross negligence or willful misconduct.
     16.  Entire Agreement; Counterparts . This Agreement constitutes the entire agreement among the parties as to the subject matter hereof. No provision of this Agreement shall be waived, altered or cancelled except in writing signed by the party against whom such waiver, alteration or cancellation is asserted. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
     17.  Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Massachusetts, without regard to conflict of law principles.
     18.  Enforceability . The invalidity or unenforceability of any provision hereof as to an obligation of a party shall in no way affect the validity or enforceability of any other provision of this Agreement, provided that if such invalidity or unenforceability materially adversely affects the benefits the other party reasonably expected to receive hereunder, that party shall have the right to terminate this Agreement. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed by limiting or reducing it or them, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
     19.  Construction . This Agreement has been prepared jointly and shall not be strictly construed against any party.
     20.  Resolution of Disputes . Except as set forth below, any dispute arising under or in connection with any matter related to this Agreement or any related agreement shall be resolved exclusively by arbitration. The arbitration will be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (i) subject to the jurisdiction and venue of any arbitration or litigation in Boston, Massachusetts; and (ii) bound by the decision of the arbitrator as the final decision with respect to any dispute that is to be resolved by arbitration pursuant to this Agreement. Each party shall be responsible for its own attorneys’ fees.
 Page 5 of 12 

 

     21.  Advice of Counsel . Each party acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement.
     IN WITNESS WHEREOF, the parties hereto have duly executed this Scientific Advisory Board Agreement as a sealed instrument as of the date first written above.
 	 	 	 	 	
 	RXi PHARMACEUTICALS CORPORATION
 	 	
 	By:  	 	 	
 	 	Name:  	Sanford J. Hillsberg 	 	
 	 	Title:  	Chairman of the Board 	 	

SAB MEMBER

Name: Tod Woolf, Ph.D. 	 	 		
 		
Effective Date: November 5, 2009	 	 		
 Page 6 of 12 

 

APPENDIX A
RXi Pharmaceuticals Corporation
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND PROPRIETARY INFORMATION AGREEMENT
     AGREEMENT, effective as of November 5, 2009, between RXi Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and Tod Woolf, Ph.D. (the “SAB Member”).
1. SAB Member will make full and prompt disclosure to the Company of all inventions, improvements, modifications, discoveries, methods, technologies, biological materials, and developments, and all other materials, items, techniques, and ideas related directly or indirectly to the use of RNAi technology in, or the application of RNAi technology to, the discovery or development of diagnostic or therapeutic products for humans or animals, and/or the use of RNAi as a component of therapeutic products for humans or animals only, patentable or not, made or conceived by SAB Member or under SAB Member’s direction during the SAB Member’s Term with the Company (as defined in the SAB Agreement), whether or not made or conceived during normal working hours, or on the premises of the Company (all of which are collectively termed “Intellectual Property” hereinafter). Notwithstanding anything else herein to the contrary, the term “Intellectual Property” is specifically understood to not include traditional antisense, microRNA, or other RNA targeting technologies or generic cellular delivery technologies that can be used for antisense or microRNA.
2. SAB Member agrees that all Intellectual Property, as defined above, shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. SAB Member hereby assigns to the Company any rights SAB Member may have or acquire in all Intellectual Property and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere. SAB Member further agrees that with regard to all future developments of Intellectual Property, SAB Member will assist the Company in every way that may be reasonably required by the Company (and at the Company’s expense) to obtain and, from time to time, enforce patents on Intellectual Property in any and all countries that the Company may require, and to that end, SAB Member will execute all documents reasonably necessary for use in applying for and obtaining such patents thereon and enforcing the same, as the Company may desire, together with any assignment thereof to the Company or persons designated by the Company, and SAB Member hereby appoints the Company as SAB Member’s attorney to execute and deliver any such documents or assignments requested by the Company (but only for the purpose of executing and filing any such document). SAB Member’s obligation to assist the Company in obtaining and enforcing patents for Intellectual Property in any and all countries shall continue beyond the termination of SAB Member’s employment with the Company, but the Company shall
 Page 7 of 12 

 

compensate SAB Member at a reasonable, standard hourly rate following such termination for time directly spent by SAB Member at the Company’s request for such assistance.
3. SAB Member hereby represents that SAB Member other than the Company has no continuing obligation to assign to any former employer other than the Company, or any other person, corporation, institution, or firm any Intellectual Property as described above. SAB Member represents that SAB Member’s performance of all the terms of this Agreement and as an SAB Member of the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by SAB Member, in confidence or in trust, prior to SAB Member’s tenure with the Company. SAB Member has not entered into, and SAB Member agrees not to enter into, any agreement (either written or oral), which would put SAB Member in conflict with this Agreement.
4. SAB Member agrees to assign to the Company any and all copyrights and reproduction rights to any material prepared by SAB Member in connection with this Agreement and/or developed by SAB Member during SAB Member’s employment with the Company that are related directly or indirectly to the business of the Company.
5. SAB Member understands and agrees that a condition of SAB Member’s tenure with the Company is that SAB Member has not brought and will not bring to the Company or use in the performance of SAB Member’s duties at the Company any materials or documents rightfully belonging to a former employer which are not generally available to the public.
6. SAB Member recognizes that the services to be performed by SAB Member under the SAB Agreement are special, unique, and extraordinary and that, by reason of SAB Member’s tenure with the Company, SAB Member may acquire Confidential Information (as hereinafter defined) concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damage which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, SAB Member agrees that SAB Member will not (directly or indirectly) at any time, whether during or for a period of seven (7) years after SAB Member’s tenure with the Company:
(i) knowingly use for personal benefit or for any other reason not authorized by the Company any Confidential Information that SAB Member may acquire or has acquired by reason of SAB Member’s tenure with the Company, or;
(ii) disclose any such Confidential Information to any person or entity except (A) in the performance of SAB Member obligations to the Company hereunder, (B) as required by a court of competent jurisdiction, (C) in connection with the enforcement of SAB Member rights under this Agreement, or (D) with the prior consent of the Board of Directors of the Company.
     As used herein, “Confidential Information” includes proprietary and confidential information with respect to the facilities and methods of the Company, reagents, chemical compounds, cell lines or subcellular constituents, organisms, or other biological materials, trade secrets, and other Intellectual Property, systems, patent applications, procedures, manuals,
 Page 8 of 12 

 

confidential reports, financial information, business plans, prospects, or opportunities, personnel information, or lists of customers and suppliers which are generally known only to the Company provided, however, that Confidential Information shall not include any information that is known or becomes generally known or available publicly other than as a result of disclosure by SAB Member which is not permitted as described in clause (ii) above, or the Company discloses same to others without obtaining an agreement of confidentiality.
     SAB Member confirms that all Confidential Information is the exclusive property of the Company. All business records, papers, documents and electronic materials kept or made by SAB Member relating to the business of the Company which comprise Confidential Information shall be and remain the property of the Company during the SAB Member’s tenure and at all times thereafter. Upon the termination, for any reason, of SAB Member’s tenure with the Company, or upon the request of the Company at any time, SAB Member shall deliver to the Company, and shall retain no copies of any written or electronic materials, records and documents made by SAB Member or coming into SAB Member’s possession concerning the business or affairs of the Company and which comprise Confidential Information.
     During the term of SAB Member’s tenure with the Company (the “Restricted Period”), the SAB Member shall not directly or indirectly, for SAB Member’s own account or for the account of others, as an officer, director, stockholder (other than as the holder of less than 1% of the outstanding stock of any publicly traded company), owner, partner, SAB Member, promoter, consultant, manager or otherwise participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through proprietorship, a corporation, partnership, or other form of business entity which is in competition with the Company in the use of RNAi technology in, or the application of RNAi technology to, the discovery or development of diagnostic or therapeutic products for humans or animals, and/or the use of RNAi as a component of therapeutic products for humans or animals only (the “Company Business”) provided however that the term Company Business is specifically understood to not include traditional antisense, microRNA, or other RNA targeting technologies or generic cellular delivery technologies that can be used for antisense or microRNA, and provided further, that nothing in this Section 6 shall prevent SAB Member from being employed by or acting as a consultant or independent contractor for a corporation that engages in Company Business, if the SAB Member is employed or assigned as a consultant or independent contractor in a discrete subsidiary, division or other segment of such corporation that does not engage in Company Business and so long as SAB Member does not undertake any activity on behalf of such corporation or any of its subsidiaries or affiliates which would be considered Company Business.
7. During the Restricted Period, the SAB Member shall not, whether for SAB Member’s own account or for the account of any other person (excluding the Company) solicit or contact in an effort to do business with any person who was or is a customer of the Company during the Restricted Period, or any affiliate of any such person, if such solicitation or contact is for the purpose of competition with the Company.
     Nothing herein shall prohibit or preclude the SAB Member from performing any other types of services that are not precluded by this Section 7 for any other person.
 Page 9 of 12 

 

     SAB Member has carefully read and considered the provisions of this Section 7 (including the Restricted Period, scope of activity to be restrained, and the restriction’s geographical scope) and concluded them to be fair, appropriate and reasonably required for the protection of the legitimate business interests of the Company, its officers, directors, SAB Members, creditors, and shareholders. SAB Member understands that the restrictions contained in this Section may limit SAB Member’s ability to engage in a business competitive to the Company’s business, but acknowledges that SAB Member will receive adequate remuneration and other benefits from the Company hereunder to justify such restrictions.
     The SAB Member shall give prompt notice to the Company of the SAB Member’s acceptance of employment or other fees for services relationship during the Restricted Period, which notice shall include the name of, the business of, and the position that SAB Member shall hold with such other entity.
8. In the event that SAB Member’s services are transferred by the Company to a subsidiary, affiliated company, or acquiring company (as the case may be), SAB Member’s tenure by such company will, for the purpose of this Confidentiality, Non-Competition, and Proprietary Information Agreement, be considered as continued tenure with the Company, unless SAB Member executes an agreement, substantially similar in substance to this Agreement, and until the effective date of said agreement in any such company for which SAB Member becomes employed. It is further agreed that changes in SAB Member’s position or title unless expressly agreed to in writing will operate to terminate this Confidentiality, Non-Competition, and Proprietary Information Agreement without Cause.
9. Upon termination of SAB Member’s tenure for any reason, unless such tenure is transferred to a subsidiary, affiliated or acquiring company of the Company, SAB Member agrees to leave with, or return to, the Company all records, drawings, notebooks, and other documents pertaining to the Company’s Confidential Information, whether prepared by SAB Member or others, as well as any equipment, tools or other devices owned by the Company, that are then in SAB Member’s possession, however such items were obtained, and SAB Member agrees not to reproduce or otherwise retain any document or data relating thereto.
10. SAB Member obligations under this Agreement shall survive the termination of SAB Member’s tenure with the Company for the respective periods specifically set forth herein regardless of the manner of, and reason for, such termination, and shall be binding upon SAB Member’s heirs, executors, and administrators.
11. Prior to entering the advisory role with the Company, SAB Member has lawfully terminated employment with all previous employers. SAB Member further understands and agrees that no license to any of the Company’s trademarks, patents, copyrights or other proprietary rights is either granted or implied by SAB Member’s access to and utilization of the Confidential Information or Intellectual Property.
12. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any
 Page 10 of 12 

 

one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
13. SAB Member agrees that in addition to any other rights and remedies available to the Company for any breach or threatened breach by SAB Member of SAB Member’s obligations hereunder, the Company shall be entitled to enforcement of SAB Member’s obligations hereunder by whatever means are at the Company’s disposal, including court injunction.
14. The Company may assign this Agreement to any other corporation or entity which acquires (whether by purchase, merger, consolidation or otherwise) all or substantially all of the business and/or assets of the Company. SAB Member shall have no rights of assignment.
15. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, then such provision shall be enforceable to the extent that a court deems it reasonable to enforce such provision. If such provision shall be unreasonable to enforce to any extent, such provision shall be severed and all remaining provisions shall continue in full force and effect.
16. This Agreement shall be effective as of the date first written above.
17. This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts. Each of the Company and SAB Member (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of The Commonwealth of Massachusetts or the United States District Court located in The Commonwealth of Massachusetts for the purpose of any action between the Company and SAB Member arising in whole or in part under or in connection with this Agreement, (b) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens , should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (c) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence, the Company or SAB Member may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.
 Page 11 of 12 

 

IN WITNESS WHEREOF , SAB Member has executed this Agreement as of the date set forth above:

BY:	 	 		
 	Name of SAB Member: Tod Woolf, Ph.D. 	 		

ACCEPTED AND AGREED TO:

RXi Pharmaceuticals Corporation
 	 		
BY: 	 	 		
 	Name:  	Sanford J. Hillsberg 	 	
 	Title:  	Chairman of the Board of Directors 	 	
 	
 Page 12 of 12 

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RXi Pharmaceuticals Corporation
Worcester, MA
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-158968) and Form S-8 (Nos. 333-151154 and 333-1583847) of RXi Pharmaceuticals Corporation of our report dated March 31, 2010, relating to the financial statements which appear in this Form 10-K.
/s/ BDO Seidman, LLP
Boston, MA
March 31, 2010

Exhibit 31.1
CERTIFICATION
I, Noah Beerman, certify that:

1.	 	I have reviewed this annual report on Form 10-K of RXi Pharmaceuticals Corporation;	
 		
2.	 	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 		
3.	 	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 		
4.	 	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a—15(f) and 15d—15(f)) for the registrant and have:	

 	a)	 	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 		
 	b)	 	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 		
 	c)	 	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 		
 	d)	 	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	 	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):	

 	a)	 	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 		
 	b)	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.	
 		
 	 	 	Dated: March 31, 2010	
 	 	 	
 	 	/s/ Noah Beerman	
 	 	 	
 	 	Noah Beerman, President and Chief Executive Officer	

Exhibit 31.2
CERTIFICATION
I, Amy Tata, certify that:

1.	 	I have reviewed this annual report on Form 10-K of RXi Pharmaceuticals Corporation;	
 		
2.	 	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 		
3.	 	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 		
4.	 	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a—15(f) and 15d—15(f)) for the registrant and have:	

 	a)	 	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 		
 	b)	 	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 		
 	c)	 	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 		
 	d)	 	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	 	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):	

 	a)	 	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 		
 	b)	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.	
 		
 	 	 	Dated: March 31, 2010	

 	 	/s/ Amy Tata	
 	 	 	
 	 	Amy Tata, Principal Accounting Officer	

EXHIBIT 32.1
CERTIFICATION PURSUANT TO SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE, AS ADOPTED
PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned, as principal executive officer and principal financial officer of RXi Pharmaceuticals Corporation (the “Company”), does hereby certify that to such officer’s knowledge:
(1) the Company’s Form 10-K for the period ended December 31, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Company’s Form 10-K for the period ended December 31, 2009 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/ Noah Beerman	 	 	
 	Noah Beerman	 	
 	President and Chief Executive Officer
(Principal Executive Officer)		

 	/s/ Amy Tata 	 	 	
 	Amy Tata	 	
 	Principal Accounting Officer
(Principal Financial and Accounting Officer)		
Date: March 31, 2010