RXi Pharmaceuticals to acquire Apthera

RXi Pharmaceuticals Corporation (Nasdaq: RXII), a recognized leader in RNAi-based therapeutic discovery and development, and Apthera, Inc., a private biotechnology company developing a pipeline of peptide-based immunotherapies for the adjuvant treatment of HER2-positive breast and other cancers, announced today the signing of a definitive merger agreement under which RXi will acquire Apthera. The acquisition provides RXi with a late stage product candidate, NeuVax™, a peptide-based immunotherapy for low-to-intermediate HER2+ breast cancer, not eligible for Herceptin®, which is expected to enter Phase III clinical trials in the first half of 2012. The Company's first RNAi product, RXI-109 for anti-scarring, remains on track for an investigational new drug (IND) application filing this year.

Under the terms of the agreement, Apthera shareholders will initially receive approximately 4.8 million shares of RXi's common stock. Apthera's stockholders will also be entitled to contingent payments based on the achievement of certain development and commercial milestones relating to Apthera's NeuVax™ product candidate.

In connection with the acquisition, Mark J. Ahn, PhD, currently a member of RXi's Board of Directors, will succeed Noah D. Beerman as President and Chief Executive Officer of RXi and will lead the combined company, which will operate out of RXi's current headquarters. "Mark Ahn brings significant experience and leadership in developing and commercializing major oncology and immunology therapeutics," said Sanford Hillsberg, RXi's Chairman of the Board. "We want to thank Noah Beerman for his excellent service as RXi's President and Chief Executive Officer during our transition from a research to a product oriented company. We are delighted that Noah will be assisting us in the coming months as a consultant to the Company and wish him well in his future endeavors."

Dr. Ahn, 48, has over 20 years of experience in the biopharmaceutical industry. He most recently served as Principal at Pukana Partners, Ltd., which provides strategic consulting to life science companies; and academic positions at the Atkinson Graduate School of Management, Willamette University and Chair, Science & Technology Management, Victoria University at Wellington, New Zealand. Dr. Ahn was also the founder, President, and Chief Executive Officer of Hana Biosciences. Prior to Hana, he served as Vice President, Hematology and corporate officer at Genentech, Inc., as well as having held senior corporate positions at Amgen and Bristol-Myers Squibb Company. Dr. Ahn has also served on multiple public and venture capital-backed boards of directors.

"The RXi-Apthera merger represents an exciting turning point in which we are advancing from being a technology platform company to a late stage product development company aimed at blockbuster therapeutic markets. Acquiring Apthera's cancer vaccine product candidates builds upon the promising RNAi based pre-clinical work related to cancer vaccines that we have recently been doing at RXi," stated Mark Ahn, President & CEO. "With this successful transition we have streamlined our operations, integrated the RXi and Apthera management teams, and reduced our early stage RNAi research and development activities that will free up financial and other resources as part of focusing our sights on bringing our first RNAi product to commence human clinical trials in anti-scarring in early 2012. We are also initiating NeuVax into a Phase III clinical trial in breast cancer, which is targeted for the first half of 2012."

"I believe the combination of Apthera's late stage breast cancer candidate and RXi's experience will accelerate the progress of NeuVax into the clinic" stated Dr. Mark W. Schwartz, President and CEO of Apthera, who will become the Executive Vice President and Chief Operating Officer of RXi following the merger. "The combined companies will accelerate the development of the compound for the benefit of patients and physicians in treating this significant disease".