SecProbe.io

November 10, 2010
 Noah D. Beerman Chief Executive Officer RXi Pharmaceuticals Corporation 60 Prescott Street  Worcester, Massachusetts 01605
 Re: RXi Pharmaceuticals Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 31, 2010
  Schedule 14A filed April 23, 2010   Form 10-Q for the Quarterly Period Ended March 31, 2010   Filed May 17, 2010   File No. 001-33958

Dear Mr. Beerman:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.   Please respond to this letter within ten business days by providing the requested
information, by amending your filing or by advising us when you will provide the requested response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate please tell us why in your response.
  After reviewing the information you provide  in response to these comments and any
amendment, we may have additional comments.  Form 10-K for the fiscal year ended December 31, 2009

Item 1. Business, page 1

1. Please file a copy of your in-license agreement with Dr. Michael Czech, as discussed at
the bottom of page 1 under the subheading “S ystemic Applications.”  Alternatively,
please provide us with an analysis supporting your determination th at the agreement is
not material to the company.
 Intellectual Property and Pr oprietary Rights, page 13

2. Please provide draft disclosure to be included in your next Form 10-K which indicates the
expiration years of each material patent held  by the company, including those relating to

Noah D. Beerman
RXi Pharmaceuticals Corporation  November 10, 2010 Page 2
your license agreement with the University of Massachusetts Medical School.
 Schedule 14A filed April 23, 2010

Board Leadership Structure and Ro le in Risk Oversight, page 28

3. Please provide draft disclosure to be included in your next proxy statement describing the
risk oversight function of the board of direct ors as required by Item 407(h) of Regulation
S-K.
 Form 10-Q for the Quarterly Period Ended March 31, 2010

4. Please amend your Form 10-Q for the quarterly  period ended March 31, 2001 to file the
Stock Redemption Agreement between the company and CytRx dated March 22, 2010 as an exhibit to the filing.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Laura Crotty at (202) 551- 3563 or myself at (2 02) 551-3715 with any
questions.

 Sincerely,     Jeffrey P. Riedler  Assistant Director