exv10w1



 





Exhibit 10.1




January 10, 2007




Office of Technology Management

University of Massachusetts Medical School

333 South Street, Suite 400

Shrewsbury, MA 01545

Attention: Executive Director





			
	Re:	 	License Agreements between the University of Massachusetts (the “University”) and RXi
Pharmaceuticals, Inc. (the “Company”) dated as of January 10, 2007 (the “License Agreements”)





Ladies and Gentlemen:




     In consideration of the University’s cooperation in the establishment of the Company, the
grant of the licenses by the University to the Company pursuant to the License Agreements, and
other valuable consideration acknowledged by CytRx Corporation (“CytRx”) and the University, CytRx
hereby covenants with University as follows (all capitalized terms not otherwise defined shall have
the meaning set forth in the License Agreements):




1. From the period beginning upon the closing of the Initial Financing and continuing
through the term of the License Agreements, CytRx agrees that it will not vote its shares of
capital stock of the Company or otherwise take steps to elect or have elected individuals
who are (i) employees, officers or directors of CytRx, (ii) employees, officers or directors
of any entity that has a contractual business relationship with CytRx, or (iii) employees,
officers, directors of any entity that has a contractual business relationship with any
officer or director of CytRx (collectively, (i), (ii), and (iii) are “Affiliates”) to
constitute a majority of the Company’s Board of Directors, and, in the event that Affiliates
are elected to hold a majority of the seats of the Company’s Board of Directors, CytRx shall
use reasonable efforts to cause a sufficient number of its Affiliates to resign from their
position as directors of the Company or to cause a sufficient number of independent
directors to be added to the Company’s Board of Directors, so that Affiliates do not
constitute a majority of the Company’s Board of Directors.




2. If at any time following the Initial Financing, CytRx holds a majority of the outstanding
voting power of the Company, it will use reasonable efforts without delay to transfer or
otherwise dispose of a sufficient number of shares of the Company’s voting stock to bring
its ownership of the total outstanding shares of the Company’s voting stock below fifty
percent (50%), subject to the rules and regulations of the Securities and Exchange
Commission and applicable state securities laws.



     The University and the Company agree that the provisions of this letter will become effective
as of the date of this letter.



 









 





			
	UMass Medical School
	 	UMass Agreement No.: UMMC 07-U-201
	Office of Technology Management	 	 
	January 10, 2007	 	 
	Page 2 of 2	 	 






     This letter is governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts irrespective of any conflicts of law principles. The parties may only bring legal
action that arises out of or in connection with this Agreement in the Massachusetts Superior Court
in Suffolk County.



     This letter may be executed in counterparts, each of which when executed and delivered shall
be deemed to be an original and all of which when taken together shall constitute but one and the
same instrument.



	 	 	 	 	 	 	 
	 	 	CYTRX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ STEVEN KRIEGSMAN	 	 
	 

	 	 	 	 

	 	 
	 	 	Name: Steven Kriegsman	 	 
	 	 	Title: President & CEO	 	 





AGREED, ACKNOWLEDGED AND ACCEPTED:



UNIVERSITY OF MASSACHUSETTS




	 	 	 	 	 
	By:
	 	/s/ JAMES P. McNAMARA	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:

	 	James P. McNamara, Ph.D.	 	 
	Title:

	 	Executive Director	 	 
	 

	 	Office of Technology Management