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RXi Pharmaceuticals Prices $8.1 Million Public Offering Of Common Stock And Warrants

RXi Pharmaceuticals Corporation (Nasdaq: RXII) today announced that it has priced an underwritten public offering of 6,000,000 units at a price to the public of $1.35 per unit for gross proceeds of $8.1 million. Each unit consists of (i) one share of common stock, (ii) a thirteen-month warrant to purchase 0.50 of a share of common stock at an exercise of $1.70 per share and (iii) a five-year warrant to purchase 0.50 of a share of common stock at an exercise price of $1.87 per share. The shares of common stock and warrants are immediately separable and will be issued separately such that no units will be issued. Net proceeds, after estimated underwriting discount and other estimated fees and expenses payable by RXi, and assuming the warrants are not exercised, will be approximately $7.3 million. The net proceeds from the offering will be used for general corporate purposes. The offering is expected to close on or about March 4, 2011, subject to satisfaction of customary closing conditions.

Lazard Capital Markets LLC is acting as the sole book-running manager for the offering and ROTH Capital Partners, LLC is acting as co-manager.

The securities described above are being offered by RXi Pharmaceuticals pursuant to a shelf registration statement on Form S-3, together with a base prospectus, previously filed and declared effective by the Securities and Exchange Commission (SEC). The securities may be offered only by means of a prospectus. A preliminary prospectus supplement related to the offering was filed with the SEC on February 28, 2011 and a final prospectus supplement related to the offering will be filed with the SEC today. Copies of the final prospectus supplement, when available, may be obtained from Lazard Capital Markets LLC, 30 Rockefeller Plaza, 60th Floor, New York, NY 10020 or via telephone at (800) 542-0970 or from ROTH Capital Partners, LLC, Attention: Prospectus Department, 24 Corporate Plaza Drive, Newport Beach, CA 92660 or via telephone at (800) 678-9147.

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