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Legal

TERMS AND CONDITIONS OF USE

ACCESS TO AND USE OF THIS WEB SITE IS SUBJECT TO THESE TERMS AND CONDITIONS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE. BY USING THIS WEB SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

FORWARD-LOOKING STATEMENTS DISCLAIMER

The documents contained in (or directly accessible from) this web site include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our future expectations, plans, prospects and future operating results and any other statements containing the words “believes”, “expects”, “anticipates”, “plans”, “estimates” and similar expressions. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the need for future clinical testing of any products based on RNAi that may be developed by us; the significant time and expense that will be incurred in developing any of the potential commercial applications for our RNAi technologies; risks or uncertainties related to our ability to obtain capital to fund our ongoing working capital needs; risks relating to the enforceability of any patents covering our products and to the possible infringement of third party patents by those products; and other risks identified in the filings we make from time to time with the SEC, including, but not limited to, the report on Form 10-K for the year ended December 31, 2009. RXi Pharmaceuticals Corporation disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date such statement was first made.

Copyright and Trademark Information

This web site, and the information which it contains, is the property of RXi Pharmaceuticals Corporation (“RXi”) and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. All product and service names mentioned or displayed on this website are the property of their respective owners.

rxRNASM Offerings to Support Pharmaceutical Research and Development

rxRNA®
RXi supports pharmaceutical research laboratories by providing innovative RNAi compounds, early stage research, consulting and information in the field of RNAi, including the following specialized offerings:

sd-rxRNA®
RXi’s sd-rxRNA technologies represent a unique approach in the field of RNAi therapeutics which enables efficient spontaneous cellular uptake by target cells and organs without the use of any additional delivery vehicle. “Self-delivering” rxRNA (sd-rxRNA) technologies make possible potent, long-lasting intracellular silencing activity and impart to RNAi compounds favorable properties for therapeutic use

RXi has research and technology collaborations in place with a number of companies and is providing innovative RNAi compounds, early stage research, consulting and information in the field of RNAi to progress these projects. These efforts will accelerate the development and validate the utility of our proprietary sd-rxRNA therapeutic platform within multiple therapeutic areas as well as for novel applications.

For example, RXi had a collaboration in place with EyeGate Pharma, the leader in non-invasive ocular drug delivery, to study the potential for the ocular delivery of RNAi therapeutics. Combining RNAi technology with EyeGate’s unique, non-invasive ocular delivery system provides RXi with the potential opportunity to develop novel treatments for many ocular diseases and to improve treatment options.

rxRNAori®
RXi’s rxRNAori offerings can be used with formulations and vehicles for delivery to organs and cells in vivo. This technology takes advantage of chemical modifications to introduce properties important for therapeutic use including increased resistance to nucleases and abrogation of off-target effects including induction of an immune response. RXi is providing these innovative RNAi compounds, early stage research, consulting and information in the field of RNAi to advance these compounds to the clinic. For more information on rxRNAori, please refer to RXi’s Poster, January 2010, Keystone Symposia on RNA Silencing: Mechanism, Biology and Application.

rxRNAsolo®
RXi’s rxRNAsolo offerings are composed of a single RNA oligonucleotide strand (27 nucleotides long), with silencing potency equal to classic siRNA compounds. This configuration also makes use of carefully placed and selected chemical modifications to introduce properties for therapeutic use, as described above. RXi is providing these innovative RNAi compounds, early stage research, consulting and information in the field of RNAi to advance these compounds to the clinic. For more information on rxRNAsolo, please refer to RXi’s Poster, January 2010, Keystone Symposia on RNA Silencing: Mechanism, Biology and Application.

rxRNAnano®
RXi’s rxRNAnano offerings are characterized by minimized oligonucleotide content and their small size may offer delivery and manufacturing advantages. RXi is providing these innovative RNAi compounds, early stage research, consulting and information in the field of RNAi to advance these compounds to the clinic. They also have incorporated modifications to introduce properties for therapeutic use.

Use of RXi Web Site and Its Content

The information contained throughout this web site is provided by RXi for informational purposes only. Although RXi will use reasonable efforts to include accurate and up-to-date information on this site, it makes no warranties or representations as to its accuracy.

RXi may alter, suspend, or discontinue this web site at any time for any reason, without notice or cost or obligation to any person. The web site may become unavailable due to maintenance or malfunction of computer equipment or other reasons.

Please be advised that RXi enforces its intellectual property rights to the fullest extent of the law.

Certain product, service, or company designations for companies other than RXi may be mentioned in the web site for identification purposes only. You should contact the appropriate companies for more complete information regarding such designations and their registration status.

Nothing contained on this web site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this web site or any documents displayed on this web site, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of RXi or such third party that may own the trademark or copyright of material displayed on this web site.

No Warranties

INFORMATION AND DOCUMENTS PROVIDED ON THIS WEB SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPOSED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, RXI DOES NOT WARRANT THAT: (i) THE INFORMATION ON THIS WEB SITE IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEB SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. It is the user’s responsibility to ascertain whether any information downloaded from this web site is free of viruses, worms, trojan horses, or other items of a potentially destructive nature.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL RXI NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEB SITE OR THE INFORMATION CONTAINED ON THIS WEB SITE, EVEN IF RXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links to Third-Party Web Sites

These Terms and Conditions apply only to www.rxipharma.com. This web site may contain links to non-RXi web sites. These links are provided to you as a convenience, and RXi is not responsible for the content of any linked web site. Any outside web site accessed from this web site is independent from RXi, and RXi has no control over the content of that web site. In addition, a link to any non-RXi web site does not imply that RXi endorses or accepts any responsibility for the content or use of such a web site.

No Implied Endorsements

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by RXi of that third party or of any product or service provided by a third party.

Jurisdictional Issues

RXi makes no representation that information on this web site is appropriate or available for use outside the United States. Those who choose to access this web site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Enforcement of Terms and Conditions

These Terms and Conditions are governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, notwithstanding any principles of conflicts of law.

All disputes arising out of or relating to these Terms and Conditions shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of Massachusetts. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, RXi shall be entitled to seek injunctive relief, security, or other equitable remedies from the United States District Court for the District of Massachusetts or any other court of competent jurisdiction.

If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. RXi may, at its sole discretion and without notice, revise these terms at any time by updating this posting.

Entire Agreement

This is the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing signed by both parties or by a new posting by RXi, as described above.