**Exhibit 10.1**

**AMENDMENT TO SECURITIES PURCHASE AGREEMENT**

THIS AMENDMENT to that certain SecuritiesPurchase Agreement dated as of April 25, 2008 between MDRNA, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”) (the “PurchaseAgreement”), is dated as of June 9, 2009. 

WHEREAS, the parties desire to amend the Purchase Agreement in the manner setforth in this Amendment. 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, the Company and thePurchaser hereby agrees as follows: 

 

 

““Warrants” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance withSection 2.2(a) hereof, which Warrants shall be exercisable upon the six month anniversary of the date hereof and have a term of exercise equal to seven years, as to the Warrant issued pursuant to Section 2.2(a)(iv), and 90 days, as tothe Warrant issued pursuant to Section 2.2(a)(v), otherwise in the form of Exhibit A attached hereto, as may be amended from time to time.” 

 

 

 

 
“Purchase Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Purchase Agreementshall mean the Purchase Agreement as amended by this Amendment and the other same amendments, and (ii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy of the Purchaserunder any Transaction Document, nor constitute an amendment of any provision of any Transaction Document and all of them shall continue in full force and effect, as amended or modified by this Amendment and the other same amendments.

 
 6.This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of lawsthereof. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same amendment and shall become effective when counterparts have been signed by each party and delivered to the other party.In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the partyexecuting (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. 
[*signature page follows*] 

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respectiveauthorized signatures as of the date first set forth above. 

 
**MDRNA, INC.**By: 
/s/    Bruce R. York
Name: Bruce R. YorkTitle: CFO
 

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**[PURCHASER SIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]**

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized signatures as of the date first set forthabove. 

Name of Purchaser:                                                                                                                                                                                  

Signature of Authorized Signatory of Purchaser:**                                                                                                                               

Name of Authorized Signatory:                                                                                                                                                             

Title of Authorized Signatory:                                                                                                                                                                   

E-mail Address of AuthorizedSignatory:                                                                                                                                              

Fax Number of AuthorizedSignatory:                                                                                                                                                    

**[SIGNATURE PAGES CONTINUE]**

 

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