SELLAS Life Sciences Group, Inc. Contracts & Agreements

Employment Agreement, effective as of February 25, 2022, by and between the Registrant and Robert Francomano (Filed With SEC on March 28, 2024)

Separation Agreement, effective as of March 26, 2024, by and between the Registrant and Robert Francomano (Filed With SEC on March 28, 2024)

Separation Agreement, effective as of March 27, 2024, by and between the Registrant and Barbara Wood (Filed With SEC on March 28, 2024)

Form of Placement Agent Agreement (Filed With SEC on March 15, 2024)

Form of Pre-Funded Warrant (Filed With SEC on March 15, 2024)

Form of Common Warrant (Filed With SEC on March 15, 2024)

Form of Securities Purchase Agreement, dated as of March 15, 2024, by and among SELLAS Life Sciences Group, Inc. and the purchasers party thereto (Filed With SEC on March 15, 2024)

Form of Placement Agent Agreement (Filed With SEC on January 8, 2024)

Form of Pre-Funded Warrant (Filed With SEC on January 8, 2024)

Form of Common Warrant (Filed With SEC on January 8, 2024)

Form of Securities Purchase Agreement, dated as of January 4, 2024, by and among SELLAS Life Sciences Group, Inc. and the purchasers party thereto (Filed With SEC on January 8, 2024)

Second Amendment to Sublease, dated December 11, 2023, by and between SELLAS Life Sciences Group, Inc. and Times Square Tower Associates LLC (Filed With SEC on December 13, 2023)

Form of Placement Agent Agreement (Filed With SEC on October 31, 2023)

Form of Pre-Funded Warrant (Filed With SEC on October 31, 2023)

Form of Common Warrant (Filed With SEC on October 31, 2023)

Form of Securities Purchase Agreement, dated as of October 30, 2023, by and among SELLAS Life Sciences Group, Inc. and the purchaser party thereto (Filed With SEC on October 31, 2023)

2023 Amended and Restated Equity Incentive Plan (Filed With SEC on August 10, 2023)

Addendum to the Side Letter Agreement dated May 24, 2023 by and between the Registrant and 3DMedicines Inc (Filed With SEC on August 10, 2023)

Severance Agreement, dated March 27, 2023, by and between the Registrant and Robert Francomano (Filed With SEC on May 11, 2023)

Side Letter Agreement, dated December 5, 2022, by and between the Registrant and 3D Medicines Inc (Filed With SEC on March 16, 2023)

Form of Amendment to the Common Stock Purchase Warrant (Filed With SEC on March 1, 2023)

Underwriting Agreement, dated February 23, 2023, by and among the Company and Cantor Fitzgerald & Co., as representative of the several underwriters named therein (Filed With SEC on February 24, 2023)

Form of Warrant (Filed With SEC on February 24, 2023)

License Agreement effective as of March 31, 2022 by and between SELLAS Life Sciences Group, Inc. and GenFleet Therapeutics (Shanghai) Inc (Filed With SEC on May 12, 2022)

Underwriting Agreement, dated March 31, 2022, by and among the Company and SVB Securities LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named... (Filed With SEC on April 1, 2022)

Form of Warrant (Filed With SEC on April 1, 2022)

First Amendment to Sublease dated December 6, 2021 between the Registrant and Riemer & Braunstein LLP (Filed With SEC on March 31, 2022)

Change in Control Severance Agreement, dated December 14, 2021, between SELLAS Life Sciences Group, Inc and Dragan Cicic, M.D (Filed With SEC on December 16, 2021)

2021 Employee Stock Purchase Plan (Filed With SEC on August 12, 2021)

Termination Agreement between the Registrant, The Henry M. Jackson Foundation, and the MD Anderson Cancer Center, dated February 4, 2021 (Filed With SEC on March 23, 2021)

Exclusive License Agreement by and among SELLAS, SLSG, and 3DMed, dated as of December 7, 2020 (Filed With SEC on January 28, 2021)

Form of Placement Agent Agreement (Filed With SEC on December 14, 2020)

Form of Securities Purchase Agreement, dated as of December 13, 2020, by and among SELLAS Life Sciences Group, Inc. and the Investor (Filed With SEC on December 14, 2020)

First Amendment to Amended and Restated Exclusive License Agreement between SLSG Limited LLC and Memorial Sloan Kettering Cancer Center, effective as of September 29, 2020 (Filed With SEC on November 13, 2020)

Form of Warrant (Filed With SEC on August 4, 2020)

Form of Purchase Agreement (Filed With SEC on August 4, 2020)

Form of Registration Rights Agreement (Filed With SEC on August 4, 2020)

Sublease, effective June 5, 2020, by and between the Company and Reimer & Braunstein LLP (Filed With SEC on June 11, 2020)

Employment Agreement by and between SELLAS Life Sciences Group, Inc. and Angelos Stergiou, effective July 1, 2019 (Filed With SEC on May 14, 2020)

Description of Securities (Filed With SEC on March 13, 2020)

Form of Stock Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan (Filed With SEC on March 13, 2020)

Form of Restricted Stock Unit Grant and Agreement under the 2019 Equity Incentive Plan (Filed With SEC on March 13, 2020)

Form of Placement Agent Agreement (Filed With SEC on January 10, 2020)

Form of Investor Warrant (Filed With SEC on January 10, 2020)

Form of Pre-Funded Warrant (Filed With SEC on January 10, 2020)

Form of Securities Purchase Agreement, dated as of January 9, 2020, by and among SELLAS Life Sciences Group, Inc. and the Investor (Filed With SEC on January 10, 2020)

Amendment to Warrant to Purchase Common Stock (Filed With SEC on January 7, 2020)

2019 Equity Incentive Plan (Filed With SEC on November 14, 2019)

Equity Distribution Agreement, dated October 29, 2019, by and between SELLAS Life Sciences Group, Inc. and Maxim Group LLC (Filed With SEC on October 31, 2019)

Form of Investor Agreement (Filed With SEC on July 9, 2019)

Amendment to Warrant Agreement (Filed With SEC on July 9, 2019)

Underwriting Agreement dated June 14, 2019 between the Company and A.G.P./Alliance Global Partners, LLC (Filed With SEC on June 18, 2019)

Warrant Agreement including form of accompanying Common Warrant, dated as of June 18, 2019, between the Company and Computershare (Filed With SEC on June 18, 2019)

Form of Pre-Funded Warrant (Filed With SEC on June 18, 2019)

Form of Underwriting Agreement (Filed With SEC on June 13, 2019)

Form of Pre-Funded Warrant (Filed With SEC on June 13, 2019)

Form of Warrant Agreement, including Form of Common Warrant (Filed With SEC on June 13, 2019)

Form of New Warrant (Filed With SEC on March 6, 2019)

Form of Warrant Exercise Agreement (Filed With SEC on March 6, 2019)

Settlement Agreement between SELLAS Life Sciences Group, Inc. and individual named defendants, on the one hand, and JGB (Cayman) Newton, Ltd., JGB Collateral LLC, JGB Capital... (Filed With SEC on November 9, 2018)

Underwriting Agreement dated July 12, 2018 between the Registrant and Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc (Filed With SEC on July 18, 2018)

Warrant Agreement including form of accompanying Common Warrant as Exhibit B thereto, dated as of July 16, 2018, among the Registrant, Computershare, Inc. and Computershare Trust... (Filed With SEC on July 18, 2018)

Form of Pre-funded Warrant (Filed With SEC on July 18, 2018)

Form of Warrant issued in exchange of Series A Preferred Stock (Filed With SEC on July 18, 2018)

Form of Underwriting Agreement (Filed With SEC on July 11, 2018)

Form of Warrant Agreement, including Form of Common Warrant (Filed With SEC on July 11, 2018)

Form of Pre-Funded Warrant (Filed With SEC on July 11, 2018)

Form of Underwriting Agreement (Filed With SEC on June 26, 2018)

Warrant Exchange Agreement by and between the Registrant and Intracoastal Capital LLC dated May 25, 2018 (including as Exhibit A, Convertible Promissory Note by and between the... (Filed With SEC on June 1, 2018)

License Agreement made as of May 19, 2018 by and between the Registrant and 38th Street Suites LLC (Filed With SEC on May 24, 2018)

Surrender Agreement made as of May 19, 2018 by and between the Registrant and Madison Avenue Suites LLC (Filed With SEC on May 24, 2018)

Registration Rights Agreement dated May 14, 2018 by and between the Registrant and certain stockholders (Filed With SEC on May 15, 2018)

Form of Side Letter dated April 30, 2018 (Filed With SEC on May 2, 2018)

Employment Letter Agreement by and between SELLAS Life Sciences Group Inc. and Gene Mack, effective April 20, 2018 (Filed With SEC on April 20, 2018)

Form of Common Stock Certificate (Filed With SEC on April 13, 2018)

Form Incentive Stock Option granted under the Registrants 2016 Incentive Plan (Filed With SEC on April 13, 2018)

Form Nonstatutory Stock Option granted under the Registrants 2016 Incentive Plan (Filed With SEC on April 13, 2018)

Form of Restricted Stock Unit Grant under the 2017 Equity Incentive Plan (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and CVI Investments, Inc., dated February 6, 2018 (Filed With SEC on April 13, 2018)

Promissory Note by and between the Registrant and CVI Investments, Inc., dated February 6, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Anson Investments Master Fund LP, dated February 7, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant, Sabby Healthcare Master Fund Ltd and Sabby Volatility Warrant Master Fund Ltd, dated February 8, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Hudson Bay Master Fund Agreement, dated February 9, 2018 (Filed With SEC on April 13, 2018)

Promissory Note by and between the Registrant and Hudson Bay Master Fund Agreement, dated February 9, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Alto Opportunity Master Fund, SPCSegregated Master Portfolio B, dated February 13, 2018 (Filed With SEC on April 13, 2018)

Promissory Note by and between the Registrant and Alto Opportunity Master Fund, SPCSegregated Master Portfolio B, dated February 13, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Lincoln Park Capital LLC, dated February 14, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Empery Asset Master, Ltd., dated February 21, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Empery Tax Efficient, LP, dated February 21, 2018 (Filed With SEC on April 13, 2018)

Warrant Exchange Agreement by and between the Registrant and Empery Tax Efficient II, LP, dated February 21, 2018 (Filed With SEC on April 13, 2018)

Promissory Note by and between the Registrant and Empery Asset Master, Ltd., dated February 21, 2018 (Filed With SEC on April 13, 2018)

Promissory Note by and between the Registrant and Empery Tax Efficient, LP, dated February 21, 2018 (Filed With SEC on April 13, 2018)

Promissory Note by and between the Registrant and Empery Tax Efficient II, LP, dated February 21, 2018 (Filed With SEC on April 13, 2018)

Employment Letter Agreement by and between SELLAS Life Sciences Group Inc. and Barbara Wood, effective March 14, 2018 (Filed With SEC on March 19, 2018)

Form of Stock Option Grant Notice and Option Agreement under the 2017 Equity Incentive Plan (Filed With SEC on March 19, 2018)

Engagement Letter dated January 16, 2018, between SELLAS Life Sciences Group, Inc. and Cantor Fitzgerald & Co (Filed With SEC on March 12, 2018)

Form of Warrant (Filed With SEC on March 12, 2018)

Securities Purchase Agreement dated March 7, 2018 (Filed With SEC on March 12, 2018)

Form of Voting Agreement (Filed With SEC on March 12, 2018)

Form of Lock-Up Agreement (Filed With SEC on March 12, 2018)

Employment Agreement by and between SELLAS Life Sciences Group, Inc. and John Burns, dated January 11, 2018 and effective as of December 30, 2017 (Filed With SEC on January 18, 2018)

Warrant issued to EQC Private Markets SAC Fund LtdEQC Biotech Sely I Fund (Filed With SEC on January 5, 2018)

Form of Indemnity Agreement between the Registrant and each of its directors and executive officers (Filed With SEC on January 5, 2018)

2017 Equity Incentive Plan of the Registrant (Filed With SEC on January 5, 2018)

2017 Employee Stock Purchase Plan of the Registrant (Filed With SEC on January 5, 2018)

Consulting Agreement by and between SELLAS Life Sciences Group, Inc. and Thomas J. Knapp (Filed With SEC on January 5, 2018)

Settlement Agreement and Mutual Release by and between Galena Biopharma, Inc. and Cardinal Health (Filed With SEC on October 18, 2017)

Amendment of the Exclusive License Agreement by and between Mills Pharmaceuticals, LLC and BioVascular, Inc (Filed With SEC on September 11, 2017)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among GALENABIOPHARMA, INC., SELLAS INTERMEDIATE HOLDINGS I, INC., SELLAS INTERMEDIATE HOLDINGS II, INC., GALENA BERMUDA MERGER... (Filed With SEC on August 8, 2017)

SUPPORT AGREEMENT (Filed With SEC on August 8, 2017)

CONSENT (Filed With SEC on August 8, 2017)

Amendment Agreement (Filed With SEC on July 11, 2017)

Attn: General Counsel (Filed With SEC on May 10, 2017)

(This space intentionally left blank.) (Filed With SEC on May 10, 2017)

(This space is intentionally left blank) (Filed With SEC on May 10, 2017)

(This space is intentionally left blank.) (Filed With SEC on May 10, 2017)

Amendment Agreement (Filed With SEC on May 2, 2017)

WAIVER (Filed With SEC on April 3, 2017)

First Amendment to Employment Agreement (Filed With SEC on February 21, 2017)

17,000,000 Shares Warrants to Purchase up to 17,000,000 Shares GALENA BIOPHARMA, INC. Common Stock UNDERWRITING AGREEMENT (Filed With SEC on February 10, 2017)

WARRANT AGREEMENT (Filed With SEC on February 10, 2017)

SECOND AMENDMENT TO PURCHASE AGREEMENT (Filed With SEC on February 7, 2017)

WAIVER (Filed With SEC on February 7, 2017)

Galena Biopharma, Inc. 2000 Crow Canyon Place Suite 380 San Ramon, California 94583 (Filed With SEC on November 9, 2016)

Second Amendment to Offer Letter between Galena Biopharma, Inc. and Thomas J. Knapp (Filed With SEC on October 6, 2016)

AMENDED AND RESTATED 9% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE DUE NOVEMBER 10, 2018 (Filed With SEC on August 23, 2016)

AMENDMENT AGREEMENT (Filed With SEC on August 23, 2016)

Second Amendment to Employment Agreement (Filed With SEC on August 22, 2016)

Galena Biopharma, Inc. 2016 INCENTIVE PLAN EFFECTIVE AS OF JULY 14, 2016 (Filed With SEC on August 22, 2016)

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on July 18, 2016)

COMMON STOCK PURCHASE WARRANT GALENA BIOPHARMA, INC. (Filed With SEC on July 8, 2016)

PLACEMENT AGENCY AGREEMENT (Filed With SEC on July 8, 2016)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on July 8, 2016)

9% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE DUE NOVEMBER 10, 2018 (Filed With SEC on May 10, 2016)

EXECUTION VERSION (Filed With SEC on May 10, 2016)

ARTICLE I. DEFINITIONS (Filed With SEC on May 10, 2016)

SUBSIDIARY GUARANTEE (Filed With SEC on May 10, 2016)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on May 10, 2016)

SECURITY AGREEMENT (Filed With SEC on May 10, 2016)

ASSET PURCHASE AGREEMENT by and between GALENA BIOPHARMA, INC. and SENTYNL THERAPEUTICS INC. November 19, 2015 TABLE OF CONTENTS (Filed With SEC on March 10, 2016)

LICENSE AND SUPPLY TRANSFER AGREEMENT (Filed With SEC on March 10, 2016)

ASSET PURCHASE AGREEMENT by and between GALENA BIOPHARMA, INC. and MIDATECH PHARMA PLC DECEMBER 17, 2015 TABLE OF CONTENTS (Filed With SEC on March 10, 2016)

SEPARATION AGREEMENT AND RELEASES (Filed With SEC on March 10, 2016)

Amendment to Offer Letter between Galena Biopharma, Inc. and Thomas J. Knapp (Filed With SEC on March 10, 2016)

Galena Letterhead 4640 S.W. Macadam Avenue Suite 270 Portland, Oregon 97239 __, 2014 (Filed With SEC on March 10, 2016)

19,772,727 Shares GALENA BIOPHARMA, INC. Common Stock andWarrants to Purchase up to 11,863,636 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on January 7, 2016)

FORM OF WARRANT AGREEMENT (Filed With SEC on January 7, 2016)

SETTLEMENT AND LICENSE AGREEMENT (Filed With SEC on November 9, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on November 9, 2015)

WARRANT AGREEMENT (Filed With SEC on August 6, 2015)

Form of Incentive Stock Option Granted Under Galena Biopharma 2007 Incentive Plan (Filed With SEC on August 6, 2015)

Form of Nonstatutory Stock Option Granted Under Galena Biopharma, Inc. 2007 Incentive Plan (Filed With SEC on August 6, 2015)

R E C I T A L S (Filed With SEC on August 6, 2015)

* * * * * * (Filed With SEC on August 6, 2015)

24,358,974 Shares GALENA BIOPHARMA, INC. Common Stock andWarrants to Purchase up to 12,179,487 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on March 16, 2015)

FORM OF WARRANT AGREEMENT (Filed With SEC on March 16, 2015)

PURCHASE AGREEMENT (Filed With SEC on November 20, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on November 5, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on September 18, 2014)

LICENSE AND SUPPLY AGREEMENT By and between MONOSOL RX, LLC, and (Filed With SEC on August 11, 2014)

FORM OF EMPLOYMENT AGREEMENT (Filed With SEC on May 6, 2014)

UNIT PURCHASE AGREEMENT (Filed With SEC on March 17, 2014)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 17, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on March 17, 2014)

LICENSE AND DEVELOPMENT AGREEMENT (Filed With SEC on March 17, 2014)

EXCLUSIVE LICENSE AGREEMENT (Filed With SEC on March 17, 2014)

WARRANT AGREEMENT (Filed With SEC on September 18, 2013)

17,500,000 Shares GALENA BIOPHARMA, INC. Common Stock and Warrants to Purchase up to 6,125,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on September 13, 2013)

FORM OF WARRANT AGREEMENT (Filed With SEC on September 13, 2013)

Standard Form of OFFICE LEASE 2011 PORTLAND ASSOCIATION OF BUILDING OWNERS AND MANAGERS (Filed With SEC on August 9, 2013)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on May 9, 2013)

ASSET PURCHASE AGREEMENT by and between OREXO AB and GALENA BIOPHARMA, INC. March 15, 2013 TABLE OF CONTENTS (Filed With SEC on May 9, 2013)

LICENSE AGREEMENT (Filed With SEC on May 9, 2013)

LOAN AND SECURITY AGREEMENT (Filed With SEC on May 9, 2013)

WARRANT TO PURCHASE STOCK (Filed With SEC on May 9, 2013)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (Filed With SEC on March 12, 2013)

RXI PHARMACEUTICALS CORPORATION SCIENTIFIC ADVISORY AGREEMENT (Filed With SEC on March 12, 2013)

EMPLOYMENT AGREEMENT (Filed With SEC on March 12, 2013)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on March 12, 2013)

LICENCE AND SUPPLY AGREEMENT by and between GALENA BIOPHARMA INC of 310 State Street, Suite 208, Lake Oswego, OR 97034, USA (Galena) and ABIC MARKETING LIMITED of Hateena 1,... (Filed With SEC on March 12, 2013)

15,156,250 Units Each Unit Consisting of One Share of Common Stock and a Warrant to Purchase 0.5 of a Share of Common Stock Galena Biopharma, Inc. PURCHASE AGREEMENT (Filed With SEC on December 19, 2012)

COMMON STOCK PURCHASE WARRANT GALENA BIOPHARMA, INC. (Filed With SEC on December 19, 2012)

THIRD OMNIBUS AMENDMENT (Filed With SEC on May 14, 2012)

FOURTH OMNIBUS AMENDMENT (Filed With SEC on May 14, 2012)

FIFTH OMNIBUS AMENDMENT (Filed With SEC on May 14, 2012)

SIXTH OMNIBUS AMENDMENT (Filed With SEC on May 14, 2012)

SEVENTH AMENDMENT AGREEMENT (Filed With SEC on May 14, 2012)

8,500,000 Shares of Common Stock GALENA BIOPHARMA, INC. UNDERWRITING AGREEMENT (Filed With SEC on April 5, 2012)

GALENA BIOPHARMA, INC. WARRANT (Filed With SEC on March 28, 2012)

FIRST AMENDMENT TO CONTINGENT VALUE RIGHTS AGREEMENT (Filed With SEC on March 28, 2012)

SECOND OMNIBUS AMENDMENT (Filed With SEC on March 28, 2012)

LAKE VIEW VILLAGE COMMERCIAL OFFICE LEASE (Filed With SEC on March 28, 2012)

LICENSE AGREEMENT (Filed With SEC on March 28, 2012)

AMENDMENT NO. 1 TO LICENSE AGREEMENT (Filed With SEC on March 28, 2012)

R E C I T A L S (Filed With SEC on March 28, 2012)

GALENA BIOPHARMA, INC. $10,000,000 of Common Stock (par value $0.0001 per share) Controlled Equity Offeringsm Sales Agreement (Filed With SEC on February 17, 2012)

FORM OF EXCHANGE AGREEMENT (Filed With SEC on December 6, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on November 14, 2011)

AMENDED AND RESTATED INVESTOR SUBSCRIPTION AGREEMENT (Filed With SEC on September 27, 2011)

RNCS, INC. (Filed With SEC on September 26, 2011)

CONTRIBUTION AGREEMENT (Filed With SEC on September 26, 2011)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on September 26, 2011)

INVESTOR SUBSCRIPTION AGREEMENT (Filed With SEC on September 26, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on September 26, 2011)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on September 26, 2011)

RXI PHARMACEUTICALS CORPORATION (Filed With SEC on September 21, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on August 15, 2011)

11,950,000 Units (Filed With SEC on April 15, 2011)

COMMON STOCK PURCHASE WARRANT (Filed With SEC on April 15, 2011)

[FORM OF] (Filed With SEC on April 14, 2011)

[FORM OF] ESCROW AGREEMENT (Filed With SEC on April 14, 2011)

AGREEMENT AND PLAN OF MERGER (Filed With SEC on April 5, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on April 5, 2011)

6,000,000 Units par value $0.0001 RXI PHARMACEUTICALS CORPORATION UNDERWRITING AGREEMENT (Filed With SEC on March 1, 2011)

COMMON STOCK PURCHASE WARRANT (Filed With SEC on March 1, 2011)

COMMON STOCK PURCHASE WARRANT RXI PHARMACEUTICALS CORPORATION Warrant Shares: [ ] Issue Date: March [ ], 2011 (Filed With SEC on March 1, 2011)

Novel RNAi Compounds, referred to as rxRNAtm compounds, that are distinct from, and we believe convey significant advantages over classic siRNA (conventionally-designed small... (Filed With SEC on March 31, 2010)

as Exhibit 1.1, the Placement Agent Agreement (Filed With SEC on March 23, 2010)

EX-10.2 Patent and Technology Assignment Agreement between RXi Pharmaceuticals Corporation and Advirna, LLC, dated September 21, 2009 (Filed With SEC on November 16, 2009)

EX-10.1 Amendment to Employment Agreement between RXi Pharmaceuticals Corporation and Stephen J. DiPalma, dated May 29, 2009 (Filed With SEC on August 14, 2009)

EX-1.1 Placement Agency Agreement dated as of March 17, 2007 (Filed With SEC on July 31, 2009)

EX-4.1 Form of Warrant (Filed With SEC on July 31, 2009)

EX-10.1 Form of Securities Purchase Agreement (Filed With SEC on July 31, 2009)

EX-10.1 Lease Amendment dated March 5, 2009 (Filed With SEC on May 15, 2009)

Ex-10.22 Employment Agreement dated October 17, 2008 (Filed With SEC on March 18, 2009)

Ex-10.23 Employment Agreement dated November 10, 2008 (Filed With SEC on March 18, 2009)

Ex-10.1 Standby Equity Distribution Agreement (Filed With SEC on February 5, 2009)

Ex-10.2 Registration Rights Agreement (Filed With SEC on February 5, 2009)

Ex-10.1 Lease Amendment dated January 23, 2009 (Filed With SEC on January 29, 2009)

EX-10.1 - Employment Agreement effective as of January 1, 2009 between RXi Pharmaceuticals Corporation and Tod Woolf (Filed With SEC on January 7, 2009)

Ex-10.1 Warrant No. A-1 dated August 7, 2008 in favor of J.P. Turner Partners, LP (Filed With SEC on November 14, 2008)

EX-4.6 - Amendment to Stockholder Agreement dated July 28, 2008 (Filed With SEC on August 4, 2008)

EX-4.7 - Amendment to Exhibit A to Contribution Agreement dated July 28, 2008 (Filed With SEC on August 4, 2008)

Ex-4.1 Form of Securities Purchase Agreement (Filed With SEC on June 26, 2008)

Ex-10.1 Placement Agency Agreement, dated June 24, 2008 (Filed With SEC on June 26, 2008)

Ex-10.30 Patent License Agreement (Invitrogen IP Holdings, Inc.) dated November 1, 2007 (Filed With SEC on February 1, 2008)

EX-2.1 Contribution Agreement, dated January 8, 2007 (Filed With SEC on January 10, 2008)

EX-2.2 Contribution Agreement, dated April 30, 2007 (Filed With SEC on January 10, 2008)

Ex-4.1 Specimen common stock certificate (Filed With SEC on January 10, 2008)

EX-10.2 License Agreement, dated March 15, 2007 (Filed With SEC on January 10, 2008)

EX-10.4 Exclusive License Agreement (No.: UMMC 06-21-01) (Filed With SEC on January 10, 2008)

EX-10.5 Exclusive License Agreement (No.: UMMC 03-68-02) (Filed With SEC on January 10, 2008)

EX-10.6 Exclusive License Agreement (No.: UMMC 03-75-01) (Filed With SEC on January 10, 2008)

EX-10.7 Exclusive License Agreement (No.: UMMC 06-08-03) (Filed With SEC on January 10, 2008)

EX-10.8 Non-Exclusive License Agreement, to UMMS disclosure number 01-36 (Filed With SEC on January 10, 2008)

EX-10.9 Exclusive License Agreement, to UMMS disclosure number 02-01 (Filed With SEC on January 10, 2008)

EX-10.10 Amended and Restated Exclusive License Agreement (Filed With SEC on January 10, 2008)

EX-10.11 Exclusive License Agreement, to UMMS disclosure number 03-17 (Filed With SEC on January 10, 2008)

EX-10.12 Exclusive License Agreement, to UMMS disclosure number 03-60 (Filed With SEC on January 10, 2008)

EX-10.13 Co-Exclusive License Agreement, to UMMS disclosure number 03-33 (Filed With SEC on January 10, 2008)

EX-10.14 License Agreemnet, dated May 19,2004 (Filed With SEC on January 10, 2008)

EX-10.16 Employment Agreement between, Pamela Pavco (Filed With SEC on January 10, 2008)

EX-10.17 Employment Agreement between, James Warren (Filed With SEC on January 10, 2008)

EX-10.18 Employment Agreement between, Dmitry Samarsky (Filed With SEC on January 10, 2008)

EX-10.19 Employment Agreement between, Stephen J. DiPalma (Filed With SEC on January 10, 2008)

EX-10.24 Form of Subscription Agreement (Filed With SEC on January 10, 2008)

EX-10.25 Scientific Advisory Board Agreement, (Tariq Rana, Ph.D.) (Filed With SEC on January 10, 2008)

EX-10.26 Scientific Advisory Board Agreement, (Gregory Hannon, Ph.D.) (Filed With SEC on January 10, 2008)

EX-10.27 Scientific Advisory Board Agreement, (Michael Czech, Ph.D.) (Filed With SEC on January 10, 2008)

EX-10.28 Scientific Advisory Board Agreement, (Craig C. Mello) (Filed With SEC on January 10, 2008)

EX-10.29 Letter Agreement with Cytrx Corporation (Filed With SEC on January 10, 2008)

Ex-10.2 License Agreement between Cold Spring Harbor Laboratory and RXi Pharmaceuticals Corporation (Filed With SEC on November 19, 2007)

Ex-10.3 Invention Disclosure Agreement between the University of Massachusetts Medical School and RXi Pharmaceuticals Corporation (Filed With SEC on November 19, 2007)

Ex-10.4 Exclusive License Agreement (No.: UMMC 06-21-01) between the University of Massachusetts and RXi Pharmaceuticals Corporation (Filed With SEC on November 19, 2007)

Ex-10.5 Exclusive License Agreement (No.: UMMC 03-68-02) between the University of Massachusetts and RXi Pharmaceuticals Corporation (Filed With SEC on November 19, 2007)

Ex-10.6 Exclusive License Agreement (No.: UMMC 03-75-01) between the University of Massachusetts and RXi Pharmaceuticals Corporation (Filed With SEC on November 19, 2007)

Ex-10.7 Non-Exclusive License Agreement (No.: UMMC 06-08-03) between the University of Massachusetts and RXi Pharmaceuticals Corporation (Filed With SEC on November 19, 2007)

Ex-10.8 Non-Exclusive License Agreement, between CytRx Corporation and the University of Massachusetts Medical School (01-36) (Filed With SEC on November 19, 2007)

Ex-10.9 Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School (02-01) (Filed With SEC on November 19, 2007)

Ex-10.10 Amended and Restated Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School (03-05, 00-37, 01-31, 03-134, 93-09 and... (Filed With SEC on November 19, 2007)

Ex-10.11 Exclusive license Agreement between CytRx Corporation and the University of Massachusetts Medical School ((03-17) (Filed With SEC on November 19, 2007)

Ex-10.12 Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School (03-60) (Filed With SEC on November 19, 2007)

Ex-10.13 Exclusive License Agreement between CytRx Corporation and the University of Massachusetts Medical School (03-33) (Filed With SEC on November 19, 2007)

Ex-10.14 License Agreement between CytRx Corporation, Imperial College Innovations and Imperial College of Science and Technology, dated May 20, 2004 (Filed With SEC on November 19, 2007)

Ex-10.22 Lease between RXi Pharmaceuticals Corporation and Newgate Properties, LLC (Filed With SEC on November 19, 2007)

Ex-2.1 Contribution Agreement dated January 8, 2007 (Filed With SEC on October 30, 2007)

Ex-2.2 Contribution Agreement dated April 30, 2007 (Filed With SEC on October 30, 2007)

Ex-2.3 Reimbursement Agreement dated January 8, 2007 (Filed With SEC on October 30, 2007)

Ex-4.2 Stockholders Agreement dated February 23, 2007 (Filed With SEC on October 30, 2007)

Ex-4.3 Exhibit A to Contribution Agreement (Filed With SEC on October 30, 2007)

Ex-4.4 Annex I to form of Subscription Agreement (Filed With SEC on October 30, 2007)

Ex-10.1 Voting Agreement dated January 10, 2007 (Filed With SEC on October 30, 2007)

Ex-10.15 Employment Agreement, Tod Woolf, Ph.D., dated February 22, 2007 (Filed With SEC on October 30, 2007)

Ex-10.16 Employment Agreement, Pamela Pavco, dated March 7, 2007 (Filed With SEC on October 30, 2007)

Ex-10.17 Employment Agreement, Dmitry Samarsky, dated June 25, 2007 (Filed With SEC on October 30, 2007)

Ex-10.18 Employment Agreement, Stephen J. DiPalma, dated August 28, 2007 (Filed With SEC on October 30, 2007)

Ex-10.19 RXi Pharmaceuticals Corporation's 2007 Incentive Plan (Filed With SEC on October 30, 2007)

Ex-10.20 Form of Incentive Stock Option (Filed With SEC on October 30, 2007)

Ex-10.21 Form of Non-qualified Stock Option (Filed With SEC on October 30, 2007)

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SELLAS Life Sciences Group, Inc. Contracts & Agreements