[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


LICENSE
AGREEMENT


 


This
LICENSE AGREEMENT (this “Agreement”) is made and entered into this 6th day of February, 2017 (the “Effective
Date”) by and between Marina Biotech, Inc. (formerly known as MDRNA, Inc.), a Delaware corporation having a principal
business address of 17870 Castleton Street, Suite 250 City of Industry, CA 91748 (“Marina”), and Lipomedics,
Inc., a Delaware corporation, having a principal business address of 3400 Camp Bowie Boulevard, CBH-214, Fort Worth, TX 76107
(“Lipomedics”).


 


WHEREAS,
Marina is the owner of NOV340 and other lipid nanoparticle delivery technologies collectively referred to as the SMARTICLESTM
technology (as further defined below, the “SMARTICLESTM Technology”, or the “Delivery Technologies”);


 


WHEREAS,
Lipomedics has expertise in and owns or controls proprietary technology in the nanotechnology area (as further defined below,
the “Lipomedics Technology”) that may be used by Lipomedics or its licensees to, among other things, develop
therapeutics; and


 


WHEREAS,
Lipomedics desires to license the Marina Technology (as defined below) to ascertain whether the Delivery Technologies would improve
the delivery of therapeutics produced by Lipomedics or its licensees using the Lipomedics Technology and, if so, to commercialize
such products.


 


NOW
THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intend to be legally bound
as follows:


 


	1.	Definitions.
    For purposes of this Agreement, the following terms shall have the meanings set forth
    below:


 


	 	1.1	“Affiliates”
    means, as to any party, any corporation or business entity controlled by, controlling, or under common control with such party.
    For this purpose, “control” shall mean direct or indirect beneficial ownership of at least fifty percent (50%)
    of the voting stock or income interest in such corporation or other business entity, or such other relationship as, in fact,
    constitutes actual control.
	 	 	 
	 	1.2	“API”
    means a moiety utilizing the Lipomedics Technology, but not including moieties utilizing macromolecules consisting of a specific
    nucleic acid encoding a nuclease produced in accordance with the [***] Technology. “[***] Technology” means the
    [***] technology based on [***] that is owned or Controlled by [***] (“[***]”), as of the Effective Date, or that
    comes to be owned or Controlled by [***] at any time during the term of the [***] Agreement, including [***]. To be clear,
    API is meant to include solely small molecules, peptides, or proteins that are not restricted by the [***] Agreement.


 




    	 



    	 



    

 


[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	1.3	“Commercial
    Sale” means, with respect to a Licensed Product in any jurisdiction in the Territory, a commercial transfer, lease
    or disposition for value of such Licensed Product in such jurisdiction to a third party in a bona fide arm’s
    length transaction after marketing approval from the relevant regulatory authority in such jurisdiction has been obtained.
	 	 	 
	 	1.4	“Control”
    or “Controlled” means, with respect to any know-how, patent rights or other intellectual property rights,
    that a party has the legal authority or right (whether by ownership, license or otherwise) to grant a license, sublicense,
    access or right to use (as applicable) under such know-how, patent rights, or other intellectual property rights, including
    to the other party on the terms and conditions set forth herein, as applicable, in each case without breaching the terms of
    any agreement with a third party.
	 	 	 
	 	1.5	“Delivery
    Technologies” means the SMARTICLESTM Technology and such other technologies as may be added to this Agreement
    by agreement of the parties hereto. 
	 	 	 
	 	1.6	“Field”
    means all therapeutic, diagnostic, prophylactic and palliative uses in mammals (including humans).
	 	 	 
	 	1.7	“First
    Commercial Sale” with respect a Licensed Product means the first Commercial Sale (without regard to approved indication)
    in any jurisdiction in the Territory in a bona fide arm’s length transaction after marketing approval from the
    relevant regulatory authority in such jurisdiction has been obtained.
	 	 	 
	 	1.8	“IND”
    means an ‘investigational new drug application’ as such term is used under the United States Federal Food, Drug
    and Cosmetic Act, as amended from time to time, and all regulations promulgated thereunder, or any equivalent application
    to the relevant regulatory authority in any jurisdiction in the Territory other than the United States.
	 	 	 
	 	1.9	“Licensed
    Product” means a therapeutic, diagnostic, prophylactic and palliative product comprised of an API which is delivered
    to a cell of therapeutic interest or used for diagnostic, prophylactic and palliative purposes using either of the Delivery
    Technologies or any combination of the Delivery Technologies. For clarity, (i) Licensed Products which incorporate different
    APIs shall be considered different Licensed Products, and (ii) regardless of which Delivery Technology or combination thereof
    is used, Licensed Products which incorporate the same API even if approved for different uses or indications or in multiple
    jurisdictions or countries in the Territory, shall be considered the same Licensed Product.


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	1.10	“Lipomedics
    Technology” means the nanotechnology, emulsion, nanoemulsion, micelles, reverse micelles, suspension, nanosuspension,
    therapeutic drug monitoring, nanoparticle process technology, nanoemulsion evaporation technology that is owned or Controlled
    by Lipomedics as of the Effective Date, or that comes to be owned or Controlled by Lipomedics at any time during the term
    of this Agreement, as applied to small molecules (being low molecular weight (i.e. less than 1000 daltons), organic compounds,
    peptides (being short chains of 50 or fewer amino acid monomers linked by peptide (amide) bonds), proteins including enzymes
    and antibodies, and biologics (being genetically-engineered proteins derived from human genes). 
	 	 	 
	 	1.11	“Marina
    Patents” means (i) the patents and patent applications identified on Schedule A, (ii) any other patents and patent
    applications owned or Controlled by Marina as of the Effective Date that have claims covering either of the Delivery Technologies,
    and (iii) any other patents and patent applications that are owned solely or Controlled by Marina at any time during the New
    Technology Period and that have claims covering either of the Delivery Technologies or any modifications or improvements to
    any inventions and or technology that is the subject of the patents and patent applications described in clauses (i) and (ii)
    of this definition. For clarity, Marina Patents will include any such applications for patents pending at any time during
    the New Technology Period (and patents issued in respect thereto regardless of when issued), including, without limitation,
    provisional applications, continuations, continuations-in-part, divisional and substitute applications. 
	 	 	 
	 	1.12	“Marina
    Technology” has the meaning set forth in Section ‎5.1.
	 	 	 
	 	1.13	“New
    Technology Period” means the three (3) year period following the Effective Date except that the New Technology Period
    means the term of this Agreement in respect of (i) any Innovations developed by Lipomedics as contemplated by Section ‎5.1.1(ii)
    and Section ‎5.1.2 or (ii) any patents and patent applications that have claims covering any such Innovations.
	 	 	 
	 	1.14	“[***]”
    means [***], which has obtained certain expertise in developing and manufacturing delivery technologies and formulations using
    the Delivery Technologies.
	 	 	 
	 	1.15	“[***]
    Agreement” means the License Agreement between [***] and Marina dated as of [***], as the same may be amended, modified
    or extended from time to time.
	 	 	 
	 	1.16	“SMARTICLESTM
    Technology” means Marina’s NOV340 and other related lipid nanoparticle delivery technology and lipids owned
    or Controlled by Marina as of the Effective Date, or that comes to be owned or Controlled by Marina at any time during the
    New Technology Period, based on fully charge-reversible particles allowing delivery of active substance (siRNA, single-stranded
    oligonucleotides, etc.) inside a cell either by local or systemic administration.
	 	 	 
	 	1.17	“Stock
    Purchase Agreement” means that Stock Purchase Agreement entered into as of the Effective Date among Marina and those
    Purchasers named therein.
	 	 	 
	 	1.18	“Territory”
    means worldwide.


 




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WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	2.	Grant
    of License. Subject to the terms of this Agreement, Marina hereby grants to Lipomedics
    a [***], sublicensable through multiple tiers (subject to Section 7) license (the “License”) under the Marina
    Technology and the Marina Intellectual Property (i) to research, develop, make, have made, import, use, offer for sale or
    sell Licensed Products in the Field in the Territory, and (ii) practice any method, process or procedure included in the Marina
    Technology or the Marina Intellectual Property in connection with its exercise of the activities described in clause (i) throughout
    the world (the “Agreed Purpose”), all in accordance with the terms and conditions of this Agreement.


 


	 	2.1	The
    parties acknowledge that Marina has previously granted an exclusive license under the Marina Patents and the Marina Technology
    for “all fields of use other than therapeutic, diagnostic, prophylactic and palliative uses in mammals (including humans)
    (the “Prior Granted Fields”). In the event that any right to practice the Marina Patents or the Marina
    Technology in the Prior Granted Fields reverts to Marina during the term of this Agreement (as defined in Section 15.1.1),
    Marina shall notify Lipomedics within thirty (30) days thereafter, which notice shall contain Marina’s offer to amend
    the definition of Field in this Agreement (without further consideration from Lipomedics) to include such reverted Prior Granted
    Field (the “Reverted Field”). Upon acceptance in writing by Lipomedics of such offer, the same rights previously
    granted to Lipomedics with regard to the original Field shall be extended to the Reverted Field automatically, and without
    further action by the parties, provided that Lipomedics complies with all of the terms and conditions of this Agreement with
    respect to any Licensed Product made, used or sold in the Reverted Field. Lipomedics shall be responsible and shall reimburse
    Marina upon demand for all costs and expenses incurred by Marina to maintain such rights extended to the Reverted Field.
	 	 	 
	 	2.2	Lipomedics
    (or its sublicensees) shall be responsible at their own expense for manufacturing or having manufactured the Licensed Products,
    providing the staff, animals, tools and equipment, materials and laboratory space necessary to research, develop, and clinically
    evaluate Licensed Products (including reporting of the data generated from such evaluation procedures). 
	 	 	 
	 	2.3	This
    Agreement does not preclude Marina from granting other licenses of the Marina Technology or the Marina Patents to third parties
    for manufacturing or any other purposes.
	 	 	 
	 	2.4	Each
    party acknowledges that the rights and licenses granted under this Article 2 and elsewhere in this Agreement are limited to
    the scope expressly granted. Accordingly, except for the rights and licenses expressly granted in this Agreement, neither
    party is granted any right or license under or to any technology, patents or other intellectual property rights of the other
    party, nor shall any such right or license be implied or imputed, by estoppel or otherwise. All rights with respect to the
    technology, patents or other intellectual property of a party that are not specifically granted herein are reserved to the
    owner thereof.


 




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WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	3.	Technology
    Transfer; Evaluation of Delivery Technologies.


 


	 	3.1	Lipomedics
    represents and warrants that it has the expertise necessary to appreciate the significance of all Marina Technology provided
    to it by Marina and to handle any related physical materials with care and without danger to Lipomedics, its employees, Marina
    or the public. Lipomedics acknowledges and agrees that it has requested and received from Marina all information and advice
    which it reasonably believes is necessary to ensure that it is capable of handling the physical materials in a safe and prudent
    manner. Lipomedics shall not expose to or use in humans any of the physical materials except as permitted by applicable law
    and Lipomedics will in any event conduct its activities with such physical materials in compliance with all applicable laws.
	 	 	 
	 	3.2	Marina
    will be responsible for making available to Lipomedics or (subject to Section 9.2) to [***] or other contract manufacturer
    identified to Marina, upon written request and without charge (except as set forth in Section 3.3), all Marina Know-How relevant
    to the Agreed Purpose. 
	 	 	 
	 	3.3	On
    Lipomedics’s reasonable request, Marina agrees to provide, without charge, up to sixty (60) hours of consulting and
    advisory services to or on behalf of Lipomedics regarding the use and technical transfer of the Marina Technology. If Lipomedics
    requests more than sixty (60) hours of such services Marina shall use commercially reasonable efforts to provide such services
    and shall be entitled to compensation of $150 for each hour provided in excess of sixty (60) hours.
	 	 	 
	 	3.4	Lipomedics
    shall use commercially reasonable efforts to determine whether it believes the Delivery Technologies may improve the delivery
    of APIs and to keep Marina reasonably informed regarding the progress of its evaluation program. No later than (i) any filing
    by Lipomedics or any of its sublicensees of an IND in respect of a Licensed Product or (ii) three (3) years following the
    Effective Date, whichever is earlier, Lipomedics shall provide written notice to Marina including a summary of the results
    of Lipomedics’s evaluation program and whether it intends to pursue, or cause to be pursued, further development and
    commercialization of Licensed Products (the “Evaluation Notice”).


 




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	4.	Representations
    and Warranties.









 


	 	4.1	General
    Representations and Warranties. Each party hereby represents and warrants to the other party that such party: 


 


	 	 	4.1.1	is
    a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated;
	 	 	 	 
	 	 	4.1.2	has
    the full corporate or organizational power and authority, and has obtained all approvals, permits and consents necessary,
    to enter into this Agreement and to perform its obligations hereunder; and
	 	 	 	 
	 	 	4.1.3	this
    Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation,
    enforceable against such party in accordance with its terms.


 


	 	4.2	Marina.
    Marina hereby covenants, represents and warrants to Lipomedics that:


 


	 	 	4.2.1	Marina
    is the owner of record of the Marina Technology and the Marina Intellectual Property, and Marina has all rights necessary
    to grant the rights and licenses under the Marina Technology and the Marina Intellectual Property which are granted to Lipomedics
    under this Agreement; 
	 	 	 	 
	 	 	4.2.2	Marina
    knows of no reason why the Marina Patents should not be valid and enforceable, or why any pending patent applications within
    the Marina Patents should not, if resulting in issued Marina Patents, be valid and enforceable, and no third party has alleged
    in writing that any of the Marina Patents is invalid or unenforceable;
	 	 	 	 
	 	 	4.2.3	Marina
    is not bound by, and none of the Marina Intellectual Property is subject to, any contract that in any way limits or restricts
    the ability of Marina to use, exploit, assert, or enforce any such Marina Intellectual Property asset anywhere in the world;
	 	 	 	 
	 	 	4.2.4	Marina
    has not granted, and will not grant, any rights in the Delivery Technologies that are inconsistent with the licenses and rights
    granted to Lipomedics under this Agreement;
	 	 	 	 
	 	 	4.2.5	the
    Marina Patents are not subject to any pending re-examination, opposition, interference or litigation proceedings;
	 	 	 	 
	 	 	4.2.6	no
    claims of infringement, misappropriation or other conflict with any intellectual property rights or other rights of any third
    party were pending in the twelve (12) months preceding the Effective Date, are pending or, to Marina’s knowledge, are
    threatened with respect to the Marina Technology or the Marina Intellectual Property;
	 	 	 	 
	 	 	4.2.7	Marina
    believes its commercial relationship with [***] is in good legal standing. [***] has not given Marina notice (written or oral)
    terminating, canceling, reducing the volume under, or renegotiating the pricing terms or any other material terms of any contract
    or relationship with Marina and Marina has no reason to believe that [***] intends to take any of such actions; and 
	 	 	 	 
	 	 	4.2.8	Based
    on Marina’s preclinical studies and clinical experience disclosed to Marina by licensees through the Effective Date,
    Marina is not aware of any undesirable experiences associated with the use of a medical product in a patient or any other
    facts or circumstances, in each case related to or involving the use of a Delivery Technology, that could reasonably be expected
    to cause any regulatory agency or other governmental authority to question the suitability, safety, or efficacy of such Delivery
    Technology for delivery of therapeutics inside a cell or used for diagnostic, prophylactic and palliative purposes.


 




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WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	5.	Intellectual
    Property. 


 


	 	5.1	Marina
    Intellectual Property. 


 


	 	 	5.1.1	As
    between the parties, Marina shall be the exclusive owner of, and shall have all right, title and interest in (a) all technology
    (including the Delivery Technologies), discoveries, innovations, or improvements, know-how, documentation, reports, information,
    records, processes, procedures, raw data, specimens and/or other work product owned or Controlled by Marina (all of the foregoing
    collectively, the “Marina Know-How”), which Marina Know-How either (i) predates the Effective Date or does
    not exist at the Effective Date and is independently developed after the Effective Date by or on behalf of Marina without
    reference to or in reliance on the Lipomedics Technology or (ii), subject to Section 5.1.2, does not exist at the Effective
    Date, is developed by Lipomedics by reference to or in reliance on the Delivery Technology, and is generally applicable to
    the delivery using a Delivery Technology of both APIs and macromolecules other than APIs (all of the foregoing, including
    the Marina Know-How, collectively, the “Marina Technology”), and (b) all Marina Patents, and any other
    patents and other intellectual property rights related to or based solely upon the Marina Know-How (collectively, the “Marina
    Intellectual Property”). Except as provided herein, no license, express or implied, by estoppel or otherwise, to
    any Marina Technology or Marina Intellectual Property is granted herein. For clarity, Marina Technology and Marina Intellectual
    Property shall not include any technology, discoveries, innovations, or improvements discovered or reduced to practice by
    or on behalf of either party that are specifically applicable to the delivery using a Delivery Technology of APIs but are
    not generally applicable to the delivery using a Delivery Technology of macromolecules other than APIs.


 




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WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	 	5.1.2	If
    at any time Lipomedics determines that it may develop any technology, discoveries, innovations, or improvements (“Innovation”)
    which would be considered Marina Technology under Section 5.1.1(ii), then Lipomedics shall notify Marina in writing thereof,
    generally describing the proposed Innovation and the development plan for realizing such Innovation, together with a term
    sheet outlining the proposed terms for a license of such Innovation from Marina. Marina shall have the perpetual, royalty
    free right, with a right to sublicense, to practice in the Territory all Innovation outside the Field hereunder, and upon
    the termination of this Agreement Marina shall have the perpetual, royalty free right to practice in the Territory all Innovation.
	 	 	 	 
	 	 		(a)
    Any such description and term sheet shall be deemed confidential information of Lipomedics hereunder unless and until the
    parties enter into a definitive license agreement with respect to such Innovation, in which case the treatment of such description
    and terms shall be addressed in such definitive agreement. 
	 	 	 	 
	 	 		(b)
    Within a reasonable time following receipt of such notice, the parties shall enter into negotiations regarding Lipomedics’s
    proposal. All such negotiations shall be conducted by the parties in good faith. If, despite such good faith negotiations,
    Marina and Lipomedics do not reach agreement on the terms of such an agreement within three (3) months (or such longer period
    as agreed by the parties in writing) from the notification in writing by Lipomedics to Marina, then Lipomedics may proceed
    with such Innovation at its own risk, with the understanding that it will have no right to practice such Innovation outside
    the Field without the written agreement of Marina and will be obligated under Section 5.3 to assign all of its right, title
    and interest in such Innovation to Marina; provided, that if, after such assignment, Marina offers licensing conditions
    for such Innovation to a Third Party for any country in the Territory that are financially and/or commercially more favorable
    than those that were last proposed by Lipomedics in writing in the parties’ negotiations, Marina shall propose those
    new terms in writing to Lipomedics, which shall have forty-five (45) days after receipt of such new terms to exercise the
    right to negotiate in good faith and execute with Marina an agreement on the same terms and conditions as those offered by
    Marina to such Third Party. After expiration of such forty-five (45) days, Marina shall be free to enter into an agreement
    with such Third Party on such terms.


 




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WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 		 	(c)
    Notwithstanding the foregoing, Marina agrees that it will not license (or disclose any non-public information regarding) any
    Innovation to any Third Party seeking to utilize either or both of the Delivery Technologies in conjunction with any gene-editing
    technology, provided, that Marina shall have no liability to Lipomedics if another licensee of one or both of the Delivery
    Technologies, without any breach by Marina of the foregoing, independently develops (as evidenced by such licensee’s
    contemporaneous records) technology, discoveries, innovations, or improvements substantially similar to an Innovation. 


 


	 	5.2	Lipomedics
    Intellectual Property. As between the parties, Lipomedics shall be the exclusive owner of and shall have all rights, title
    and interest in (a) all technology (including the Lipomedics Technology), discoveries, innovations, or improvements, know-how,
    documentation, reports, information, records, processes, procedures, raw data, specimens and/or other work product owned or
    Controlled by Lipomedics (all of the foregoing collectively, the “Lipomedics Know-How”) which Lipomedics
    Know-How either (i) predates the Effective Date or does not exist at the Effective Date and is independently generated by
    or on behalf of Lipomedics without reference to or in reliance on any Delivery Technology, or (ii) does not exist at the Effective
    Date, is developed by either party by reference to or in reliance on any Delivery Technology, and is (x) only applicable to
    the delivery using a Delivery Technology of APIs and (y) not generally applicable to the delivery using a Delivery Technology
    of both APIs and macromolecules other than APIs (all of the foregoing, including the Lipomedics Know-How, collectively, the
    “Lipomedics Technology”) and (b) all patent and other intellectual property rights related to or based
    solely upon Lipomedics Know-How (all of the foregoing collectively, the “Lipomedics Intellectual Property”).
    For clarity, Lipomedics Technology and Lipomedics Intellectual Property shall not include any technology, discoveries, innovations,
    or improvements discovered or reduced to practice by or on behalf of Lipomedics that are generally applicable to the delivery
    using a Delivery Technology of macromolecules other than APIs.
	 	 	 
	 	5.3	Assignments
    of Intellectual Property Rights. To the extent any intellectual property rights in any technology do not vest by operation
    of law or otherwise in the correct party consistent with the parties’ intention reflected in Sections ‎5.1
    and ‎5.1.2(b), each of Lipomedics or Marina, as the case may be, agrees to assign and does hereby assign to the
    other party all of its rights, title, and interest, including intellectual property rights, in any such technology that the
    other party is entitled to own pursuant to Sections ‎5.1 or ‎5.1.2(b), as the case may be. The assignee
    party under this Section ‎5.3 shall have the sole and exclusive right to file, prosecute, maintain and enforce
    all intellectual property rights in all such technology. The assigning party under this Section ‎5.3 shall provide
    reasonable assistance at no extra cost to the assignee party to carry out this provision.


 




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	 	5.4	Maintenance
    of Patents. Marina agrees to use commercially reasonable efforts (a) to maintain each of the issued Marina Patents and
    (b) to pursue issuance of patents in respect of any patent applications included in the Marina Patents. If Marina determines
    to abandon or cease pursuing issuance of any Marina Patent in any particular jurisdiction, Marina will provide prior written
    notice to Lipomedics of such intention to abandon or decline responsibility not less than thirty (30) days prior to the last
    allowable date for filing or taking any other action required with respect to such Marina Patent.


 


	6.	Initial
    License Period. Notwithstanding Article 2 above, for a period commencing on the Effective
    Date and ending on the date that Lipomedics pays the Commercial License Fee (as defined in Section 8.2) (such period, the
    “Initial License Period”), Lipomedics and its sublicensees shall not sell or have sold any Licensed Product to
    any third parties for use in the Field anywhere in the Territory; provided, however, the prohibition in this Article ‎6
    shall not restrict in any manner the purchase or sale of any quantities of Licensed Product intended for use in research and
    development activities, in clinical trials, in connection with regulatory submissions for marketing approvals, in compassionate
    use cases, or similar non-commercial activities. Additionally, during the Initial License Period, Lipomedics and its sublicensees
    shall not make any application for a patent or other intellectual property protection in any country of the world related
    to technology, discoveries, innovations, or improvements discovered or reduced to practice that refers to or relies on any
    Delivery Technology and that is specifically applicable to the delivery using a Delivery Technology of APIs, without prior
    notification to Marina. Lipomedics shall include in each sublicense entered into during the Initial License Period an express
    acknowledgement by such sublicensee that it is subject to the restrictions set forth in this Section and that Marina shall
    be deemed a third party beneficiary of such restrictions. Any breach of such restrictions by such sublicensee shall be deemed
    a breach of this Agreement by Lipomedics.
	 	 
	7.	Sublicenses.
    The License includes the right to grant sublicenses within the scope thereof. Lipomedics
    and any sublicensee (with respect to any lower tier sublicense) shall include in any sublicense agreement with its sublicensees
    (a) an explicit reference to this Agreement and (b) a requirement that such sublicensees pay directly to Marina any unpaid
    relevant Candidate-Specific License Fee as a result of such sublicensee’s exercise of the rights granted in Article
    ‎2, provided, however, that notwithstanding any such assumption of Lipomedics’s obligations by any sublicensee,
    Lipomedics shall continue to be primarily liable for payment and performance of all of its obligations due to Marina under
    this Agreement and the relevant Candidate-Specific License Fee. Notwithstanding anything in this Agreement to the contrary,
    to the extent a sublicensee pays directly to Marina the Candidate-Specific License Fee as a result of such sublicensee’s
    exercise of the rights granted in Article ‎2, Lipomedics shall have no obligation to make such payment to Marina hereunder.
    All sublicense agreements with sublicensees shall be consistent with the terms and conditions hereunder. Lipomedics shall
    notify Marina in writing within thirty (30) days of any sublicense granted, including without limitation the identity of the
    sublicensee, the term, and the general scope of the rights granted. All such information regarding a sublicense shall be deemed
    Confidential Information of Lipomedics.


 




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	8.	Payments
     In consideration of the execution by Marina of this Agreement, Lipomedics shall
    make the following payments to Marina:


 


	 	8.1	Evaluations
    License Fee. Simultaneous with the execution and delivery of this Agreement, Lipomedics shall enter into a Stock Purchase
    Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics
    shares of the common stock of Marina for an aggregate purchase price of $250,000, with the purchase price for each share of
    Marina common stock being $0.29. 
	 	 	 
	 	8.2	Commercial
    License Fee. Unless this Agreement is earlier terminated, within thirty (30) days following Lipomedics’s delivery
    of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization
    of Licensed Products, Lipomedics shall, in connection therewith (and as a condition thereto), enter into a Stock Purchase
    Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics
    shares of the common stock of Marina for an aggregate purchase price of $500,000, with the purchase price for each share of
    Marina common stock being the greater of $0.29 or the volume weighted average price of the Marina common stock for the thirty
    (30) trading days immediately preceding the date on which Lipomedics delivers the Evaluation Notice to Marina. 
	 	 	 
	 	8.3	For
    up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the “Sales
    Milestones”) of Ten Million Dollars ($10,000,000) upon reaching Commercial Sales in the Territory in any given twelve
    month period equal to or greater than [***] Million Dollars ($[***]) for a given Licensed Product and of Twenty Million Dollars
    ($20,000,000) upon reaching Commercial Sales in any given twelve month period equal to or greater than [***] Dollars ($[***])
    for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale
    targets are met. For clarity’s sake, the aggregate amount of Sales Milestones paid hereunder may not exceed in any event
    Ninety Million Dollars ($90,000,000). There is no milestone payments for Licensed Products for fourth or beyond.


 




    	11



    	 



    

 


[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 





	9.	Confidentiality.
    




 


	 	9.1	Definition.
    “Confidential Information” as used in this Agreement will include all non-public oral and written information
    and material, in tangible or intangible form (including but not limited to Marina Intellectual Property and Lipomedics Intellectual
    Property) which one party furnishes (“Disclosing Party”), directly or indirectly, to the other party (“Receiving
    Party”). Confidential Information expressly does not include:


 


(a)       information
that was already known to the Receiving Party without obligation of confidentiality prior to disclosure of it to the Receiving
Party by the Disclosing Party;


 


(b)       information
that is disclosed to the Receiving Party without obligation or confidentiality by a third party who has the right to make such
disclosure;


 


(c)       information
that is in the public domain or hereafter enters the public domain through no fault of the Receiving Party; and


 


(d)       information
that was independently developed by the Receiving Party without any reliance on Confidential Information of the Disclosing Party.


 


	 	9.2	Non-Disclosure.
    The Receiving Party shall (i) keep the Disclosing Party’s Confidential Information in strict confidence; (ii) protect
    it with the same degree of care as the Receiving Party treats its own confidential information, but with no less than reasonable
    care; (iii) not, without the prior written consent of the Disclosing Party, disclose or permit it to be disclosed to anyone
    other than (A) the Receiving Party’s actual or prospective sublicensees, directors, officers, employees, agents, independent
    contractors or consultants who have a legitimate need to know the Confidential Information in connection with the Agreed Purpose,
    or (B) regulatory authorities in connection with regulatory submissions or other communications related to any Licensed Product;
    and (iv) will not use and will not permit its sublicensees, directors, officers, employees, agents, independent contractors
    or consultants to use the Disclosing Party’s Confidential Information for any reason other than the Agreed Purpose.
    The Receiving Party shall only make disclosure to its actual or prospective sublicensees, directors, officers, employees,
    agents, independent contractors or consultants who are bound by the confidentiality obligations at least as restrictive as
    those set forth in this Agreement.
	 	 	 
	 	9.3	Compelled
    Disclosure. In the event the Receiving Party is required by any court or legislative or administrative body (by oral questions,
    interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose
    any Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt notice
    of such requirement in order to afford the Disclosing Party an opportunity to seek an appropriate protective order or to legally
    contest such disclosure. The Receiving Party shall cooperate, at the Disclosing Party’s expense, with all reasonable
    requests of the Disclosing Party for assistance in seeking such order or contesting such disclosure. However, if the Disclosing
    Party is unable to obtain or does not seek such protective order and the Receiving Party is, in the opinion of its counsel,
    compelled to disclose such Confidential Information under pain or liability for contempt or other censure or penalty, disclosure
    of such information may be made without liability.


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	9.4	Return
    of Confidential Information. Upon demand by the Disclosing Party, the Receiving Party shall return and deliver all Confidential
    Information of the Disclosing Party which was disclosed to it, and the Receiving Party shall destroy all copies, summaries,
    compilations or analyses thereof, in whatever form maintained or derived and a senior officer of the Receiving Party shall,
    upon request, certify as to such return and destruction. Notwithstanding the foregoing, (a) during the term of this Agreement,
    Lipomedics and its sublicensees may retain any Marina Know-How licensed under Article ‎2, and (b) following any
    such demand, the Receiving Party (i) may retain one copy of the Confidential Information for legal purposes by the Receiving
    Party’s legal division, including for the purpose of certifying the scope and nature of the documents received under
    this Agreement, and (ii) will not be required to destroy any computer files stored securely by the Receiving Party that are
    created during automatic system back-up.
	 	 	 
	 	9.5	Publicity;
    Terms of Agreement. The parties shall treat the existence and material terms of this Agreement as Confidential Information
    and shall not disclose such Confidential Information to third parties without the prior written consent of the other party
    or except as provided in this Section ‎9.5.


 


	 	 	9.5.1	The
    parties agree that upon execution of this Agreement or shortly thereafter, Marina may issue a press release substantially
    and materially in the form attached hereto as Exhibit B. Except for such press release or as otherwise required by
    applicable law or applicable stock exchange requirements, neither Marina nor Lipomedics shall issue or cause the publication
    of any other press release or public announcement with respect to the transactions contemplated by this Agreement without
    the express prior approval of the other party, which approval shall not be unreasonably withheld or delayed; provided that,
    each of Marina and Lipomedics may make any public statement in response to questions by the press, analysts, investors or
    those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement
    or press release is not inconsistent with prior public disclosures or public statements approved by the other party pursuant
    to this Section ‎9.5.1 and which do not reveal non-public information about the other party. With respect to complying
    with the disclosure requirements of the Securities and Exchange Commission or other regulatory agencies, in connection with
    any required filing of this Agreement with such agency, the parties shall consult with one another concerning which terms
    of this Agreement shall be requested to be redacted in any public disclosure of the Agreement by the agency, and each party
    shall seek confidential treatment by the agency in public disclosure of the Agreement by the agency for all sensitive commercial,
    financial and technical information.


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	 	9.5.2	Each
    party may disclose Confidential Information with respect to the existence and material terms of this Agreement and the transactions
    contemplated by this Agreement (i) to Affiliates and potential commercial partners who need to know such information for the
    development, manufacture and commercialization of Licensed Products, (ii) to bankers, lawyers, accountants, agents or other
    third parties in connection with due diligence or similar investigations, and (iii) to potential third party investors in
    confidential financing documents or potential acquirers or merger partners in confidence pursuant to due diligence; provided
    in each case that any such party or person receiving such Confidential Information is bound by obligations of confidentiality
    and non-use at least as restrictive as those set forth herein.


 







	10.	Return
    of Property.







 


	 	10.1	Return
    of Marina’s Property. Lipomedics acknowledges that Marina’s sole and exclusive property includes all materials
    and information provided by Marina to Lipomedics, whether or not constituting Marina Intellectual Property or Confidential
    Information and whether or not related to the Agreed Purpose. Lipomedics agrees to promptly deliver or destroy Marina’s
    property that is then in Lipomedics’s possession, including but not limited to, Marina Intellectual Property, upon the
    earlier of Marina’s request or the termination of this Agreement. Notwithstanding the foregoing, during the term of
    this Agreement, Lipomedics and its sublicensees may retain any Marina Know-How licensed under Article ‎2. Lipomedics
    shall not make or retain any copies of Marina Intellectual Property or any other materials supplied by Marina, except as provided
    in Section ‎9.4. 
	 	 	 
	 	10.2	Return
    of Lipomedics’s Property. Marina acknowledges that Lipomedics’s sole and exclusive property includes all materials
    and information provided by Lipomedics to Marina, whether or not constituting Lipomedics Intellectual Property or Confidential
    Information of Lipomedics and whether or not related to the performance of the Agreed Purpose. Marina agrees to promptly deliver
    Lipomedics’s property that is then in Marina’s possession to Lipomedics, including but not limited to, Lipomedics
    Intellectual Property, upon the earlier of Lipomedics’s request or the termination of this Agreement. Marina shall not
    make or retain any copies of Lipomedics Intellectual Property or any other materials supplied by Lipomedics, except as provided
    in Section ‎9.4.


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 





	11.	Indemnification.







 


	 	11.1	By
    Lipomedics. Lipomedics shall defend, indemnify, and hold harmless Marina, its Affiliates (other than Lipomedics) and their
    respective directors, officers, shareholders, employees and agents (“Marina Indemnitees”), from and against
    any and all liabilities, claims, damages, losses, penalties, fines, costs, expenses (including reasonable attorneys’
    fees), judgments or settlements (collectively, “Liabilities”) arising from or occurring as a result of
    any investigation, claim, action, suit, or other proceeding by any Person other than the parties (each, a “Third
    Party Claim”) against a Marina Indemnitee, which Third Party Claim is due to or based upon: (a) any breach of a
    representation, warranty, covenant or agreement made or undertaken by Lipomedics under this Agreement; (b) any negligent or
    more culpable act of Lipomedics, or any of its Affiliates or sublicensees under this Agreement; or (c) the development, manufacture,
    use, offer for sale, sale, importation or marketing of any Licensed Product by Lipomedics, or any of its Affiliates or sublicensees.
    However, Lipomedics shall not indemnify or hold harmless any Marina Indemnitee from any Liabilities to the extent that such
    Liabilities were the direct result of the acts or omissions of a Marina Indemnitee, or any breach of any term or warranty
    of this Agreement by Marina.
	 	 	 
	 	11.2	By
    Marina. Marina shall defend, indemnify, and hold harmless Lipomedics, its Affiliates (other than Marina) and their respective
    directors, officers, shareholders, employees and agents (“Lipomedics Indemnitees”), from and against any
    and all Liabilities arising from or occurring as a result of a Third Party Claim against a Lipomedics Indemnitee, which Third
    Party Claim is due to or based upon: (a) any breach of a representation, warranty, covenant or agreement made or undertaken
    by Marina under this Agreement; (b) any negligent or more culpable act of Marina or its Affiliates under this Agreement, or
    (c) based on a claim that use of Marina Technology or Marina Intellectual Property in connection with the manufacture, use
    or sale of a Licensed Product infringes or misappropriates any third party intellectual property rights, except that Marina
    shall not have any liability to Lipomedics to the extent that the challenged use of Marina Technology or Marina Intellectual
    Property in combination with macromolecules other than APIs or other methods or technologies for producing macromolecules
    (including other gene-editing technologies) would not itself be infringing. However, Marina shall not indemnify or hold harmless
    any Lipomedics Indemnitee from any Liabilities to the extent that such Liabilities were the direct result of the acts or omissions
    of a Lipomedics Indemnitee or any breach of any term or warranty of this Agreement by Lipomedics. 


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	11.3	Indemnification
    Procedures. In the event an Indemnitee (either a Lipomedics Indemnitee or a Marina Indemnitee) intends to claim indemnification
    under this Article ‎11, such Indemnitee shall provide the indemnifying party with prompt notice of the Third Party
    Claim. The indemnifying party shall have the right to control, with counsel of its choice, the defense thereof or to settle
    any such Third Party Claim; provided, however, that the indemnifying party shall not enter into any settlement that admits
    fault, wrongdoing or damages or restricts the Indemnitee’s business in any way without the affected Indemnitee’s
    written consent, such consent not to be unreasonably withheld or delayed. The affected Indemnitee shall have the right to
    participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed
    by the indemnifying party. The affected Indemnitee shall cooperate with all reasonable requests of the indemnifying party
    and its legal representatives in the investigation and defense of any Third Party Claim covered by this Article ‎11.
    An Indemnitee shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to any claim
    or suit without the prior written consent of the indemnifying party, which such party shall not be required to give.


 


	12.	Use
    of Names. Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity,
    or other promotional activities any name, trade name, trademark, trade dress or other designation of either party hereto (including
    any contraction, abbreviation or simulation of any of the foregoing), save as expressly stated herein. Each party hereto agrees
    not to use or refer to this Agreement or any provision hereof in any promotional activity without the express written approval
    of the other party, such approval not to be unreasonably withheld, conditioned or delayed.
	 	 
	13.	Warranty
    Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, (I) MARINA MAKES NO WARRANTIES WITH
    RESPECT TO THE MARINA TECHNOLOGY OR THE MARINA INTELLECTUAL PROPERTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES
    OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (II) THE MARINA TECHNOLOGY IS PROVIDED AS IS,
    WITHOUT WARRANTY OF ANY KIND AND USE BY LIPOMEDICS OF THE MARINA TECHNOLOGY IS AT LIPOMEDICS’S OWN RISK; AND (III) LIPOMEDICS
    MAKES NO WARRANTIES WITH RESPECT TO THE LIPOMEDICS TECHNOLOGY OR THE LIPOMEDICS INTELLECTUAL PROPERTY, EITHER EXPRESS OR IMPLIED,
    INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (IV) THE LIPOMEDICS
    TECHNOLOGY IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND AND USE BY MARINA OF THE LIPOMEDICS TECHNOLOGY IS AT MARINA’S
    OWN RISK.
	 	 
	14.	Limitation
    on Liability. EXCEPT FOR BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS IN ARTICLE
    9 OR A PARTY’S INDEMNIFICATION OBLIGATIONS IN RESPECT OF THIRD PARTY CLAIMS UNDER ARTICLE ‎11, IN NO EVENT SHALL
    EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF SUCH
    PARTY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.


 



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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 





	15.	Term
    and Termination.




 


	 	15.1	Term.
    


 


	 	 	15.1.1	This
    Agreement shall commence on the Effective Date and shall continue, unless terminated earlier as provided in this Article ‎15,
    in full force and effect as to each Licensed Product on a country-by-country basis until the last to expire Marina Patent
    in such country covering such Licensed Product. Upon the expiration (but not the earlier termination) of this Agreement in
    a given country in accordance with this Section ‎15.1.1, the licenses and rights granted by Marina to Lipomedics
    under this Agreement will continue on a fully paid-up, royalty-free and irrevocable basis in such country.
	 	 	 	 
	 	 	15.1.2	Notwithstanding
    anything in this Agreement to the contrary, in the event that Lipomedics fails (i) to timely deliver the Evaluation Notice
    or (ii) to timely pay the Commercial License Fee, this Agreement shall automatically and without further action by Marina
    terminate in its entirety. 


 


	 	15.2	Termination


 


	 	 	15.2.1	By
    Marina. In the event Lipomedics breaches this Agreement, Marina shall have the right to terminate this Agreement effective
    sixty (60) days following delivery of written notice to Lipomedics referencing this Section ‎15.2.1 and specifying
    the breach, if Lipomedics fails to cure such material breach within such sixty (60) day period; provided, that if Lipomedics
    advises Marina in writing within such sixty (60) day period that such breach cannot reasonably be cured within such sixty
    (60) day period, and if in the reasonable judgment of Marina, Lipomedics is diligently seeking to cure such breach during
    such sixty (60) day period, then such sixty (60) day period shall be extended an additional sixty (60) days for an aggregate
    of 120 days after written notice of termination, and if Lipomedics fails to cure such material breach by the end of such 120-day
    period this Agreement shall automatically and without further action by Marina terminate in its entirety.
	 	 	 	 
	 	 	15.2.2	By
    Lipomedics. Any provision herein notwithstanding, Lipomedics shall have the right to terminate this Agreement by giving
    Marina thirty (30) days prior written notice referencing this Section ‎15.2.2.


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	15.3	Effect
    of Termination/Expiration.


 


	 	 	15.3.1	Reversion
    of Rights. As of the effective date of a termination pursuant to Section ‎15.2 and except as provided in this
    Section ‎15.3, the rights and licenses granted by Marina to Lipomedics under Article ‎2 shall terminate
    and all rights in the Marina Technology and the Marina Intellectual Property shall revert to Marina.
	 	 	 	 
	 	 	15.3.2	No
    Release. Termination of this Agreement shall not release either party hereto from any liability which at the time of such
    termination has already accrued to the other party.
	 	 	 	 
	 	 	15.3.3	Stock
    on Hand. In the event this Agreement is terminated for any reason, Lipomedics shall deliver to Marina, as soon as practicable
    after termination, a report indicating the quantity and description of Licensed Products on hand, on order, or in the course
    of manufacture as of the date of expiration or termination. Marina shall have the right to conduct a physical inventory of
    Lipomedics’s premises (and those of its sublicensees) to ascertain or verify such final report. In the event Lipomedics
    or such sublicensee refuses to permit Marina to conduct such physical inventory, Marina shall retain all legal and equitable
    rights that it may have in the premises. If such termination occurs after payment of the Commercial License Fee, Lipomedics
    and its sublicensees shall have the right, for a period of six (6) months following termination, to sell or otherwise dispose
    of all such Licensed Products. 
	 	 	 	 
	 	 	15.3.4	Return
    of Information. Lipomedics shall forthwith deliver to Marina (and, unless a sublicensee has entered agreements with Marina
    pursuant to Section ‎15.3.5, shall cause such sublicensee to deliver) (a) a right of reference to any regulatory
    filings made by Lipomedics (or such sublicensee) with respect to Licensed Products (provided that Marina shall reimburse Lipomedics
    or such sublicensee for any costs or expenses incurred to provide any such rights of reference) and (b) all reports, memoranda,
    drawings, data, flow sheets and other documents and all copies thereof which contain or describe any research performed utilizing
    the Marina Technology or containing any Confidential Information of Marina. 
	 	 	 	 
	 	 	15.3.5	Rights
    of Sublicensees. If this Agreement terminates for any reason (a) prior to payment by Lipomedics of the Commercial License
    Fee, then all sublicenses granted by Lipomedics shall automatically terminate and (b) after payment by Lipomedics of the Commercial
    License Fee, then each of Lipomedics’s sublicensees will, from the effective date of such termination, be deemed to
    have become a direct licensee of Marina with respect to the rights originally sublicensed to the sublicensee by Lipomedics,
    and Marina agrees that it will confirm the foregoing in writing at the request and for the benefit of Lipomedics and/or the
    sublicensee; provided, that (i) such sublicensee is not in breach of its sublicense agreement, (ii) such sublicensee promptly
    agrees to comply with all of the terms of this Agreement to the extent applicable with respect to the rights originally sublicensed
    to it by Lipomedics, (iii) such sublicensee promptly agrees to pay directly to Marina such sublicensee’s payments under
    such sublicense to the extent applicable to the rights sublicensed to it by Lipomedics and (iv) Marina shall have no obligations
    under such sublicense that are different from or greater than its obligations to Lipomedics under this Agreement; provided,
    further, that any such sublicensee shall only be responsible for any payments that become due as a result solely of such sublicensee’s
    activities after the effective date of any such termination and such sublicensee will be credited for any license payments
    already paid prior to the effective date of any such termination as if such payment had been made by such sublicensee.


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	16.	Bankruptcy
    Code. All rights and licenses granted under this Agreement will be deemed licenses of
    rights to “intellectual property” as defined under Section 101 of the United States Bankruptcy Code for purposes
    of Section 365(n) of the U.S. Bankruptcy Code and Lipomedics will retain and may fully exercise all of its rights and elections
    under the U.S. Bankruptcy Code. In addition, in the event that during the term of this Agreement, Marina files a voluntary
    petition in bankruptcy, is adjudicated a bankrupt, makes a general assignment for the benefit of creditors, admits in writing
    that it is insolvent or fails to discharge within sixty (60) days an involuntary petition in bankruptcy filed against it,
    then (i) Lipomedics will have a right of access to the information, patents and technology of Marina licensed under this Agreement
    consistent with the terms of this Agreement for purposes of 11 U.S.C. Section 365(n), (ii) Lipomedics as a licensee of intellectual
    property under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States
    Bankruptcy Code, subject to its ongoing payment obligations as provided in U.S.C. 365(n) and (iii) Lipomedics shall be entitled
    to a complete duplicate of (or complete access to, as appropriate) any such information, intellectual property and all embodiments
    of such intellectual property, which, if not already in Lipomedics’s possession, shall be promptly delivered to Lipomedics
    (A) upon any such commencement of a bankruptcy proceeding upon Lipomedics’s written request therefor unless Marina continues
    to perform all of its obligations under this Agreement, or (B) if not delivered under clause (A) above, following the rejection
    of this Agreement by or on behalf of Marina, upon written request therefor by Lipomedics.


 


	17.	Miscellaneous.
    


 


	 	17.1	Force
    Majeure. Neither Lipomedics nor Marina shall be responsible for failure or delay in performance of its obligations related
    to the Agreed Purpose due to causes beyond its reasonable control, including but not limited to, acts of God, governmental
    actions, fire, earthquake, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power
    or communications, failure of suppliers or subcontractors, or natural disasters. 


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	 	17.2	Relationship
    of the Parties. The relationship of the parties is that of independent contractors, and nothing herein shall be construed
    as establishing one party, its Affiliates, or any of its or their employees as the agent, legal representative, partner, employee,
    or servant of the other party or its Affiliates. Neither party shall have any right, power or authority to assume, create
    or incur any expense, liability or obligation, express or implied, on behalf of the other party or its Affiliates. 
	 	 	 
	 	17.3	Waiver
    and Severability. No waiver by either party of any breach of any provision hereof shall constitute a waiver of any other
    breach of that or any other provision hereof. If any part, term or provision herein is determined to be invalid or unenforceable,
    the remainder of the terms and conditions herein shall not be affected, and shall otherwise remain in full force and effect.
	 	 	 
	 	17.4	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard
    to its conflicts of law rules, provided that those matters pertaining to the validity or enforceability of patent rights shall
    be interpreted and enforced in accordance with the laws of the territory in which such patent rights exist.
	 	 	 
	 	17.5	Assignment.
    Neither party shall assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing,
    either party may assign or transfer this Agreement to an Affiliate or to a successor to the party’s business by merger,
    consolidation, or similar business combination transaction, sale of stock, or sale of substantially all assets to which this
    Agreement relates, provided that, in the case of any assignment or transfer of this Agreement to an Affiliate, the assigning
    or transferring party shall remain fully liable for all of its obligations hereunder. As a condition to the effectiveness
    of any permitted assignment hereunder, any permitted successor or assignee of rights and/or obligations hereunder shall, in
    writing to the non-assigning party, expressly assume performance of all rights and/or obligations of the assigning party under
    this Agreement. This Agreement shall be binding upon and shall inure to the benefit of each party’s permitted successors-in-interest
    and permitted assigns. Any assignment or attempted assignment by either party in violation of the terms of this Section ‎17.5
    shall be null and void and of no legal effect.
	 	 	 
	 	17.6	Entire
    Agreement. This Agreement constitutes the entire, full, and complete agreement of the parties concerning the subject matter
    hereof, and supersedes all prior agreements, negotiations, representations, and discussions, written or oral, express or implied,
    between the parties in relation thereto. This Agreement may only be amended or modified by a writing signed by both parties
    hereto. 
	 	 	 
	 	17.7	Notices.
    Any consent, notice or report required or permitted to be given or made under this Agreement by one of the parties to the
    other shall be in writing, (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, or
    (c) sent by reputable overnight business courier, in each case to such other party at its address indicated above, or to such
    other address as the addressee shall have last furnished in writing to the addressor, and shall be effective upon receipt
    by the addressee.


 


[signature
page follows]


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


[Signature
Page to License Agreement]


 


IN
WITNESS WHEREOF, the parties have caused this License Agreement to be executed as of the date first written above.


 


	MARINA
    BIOTECH, INC.	 	LIPOMEDICS,
    INC.
	 	 	 	 	 
	By:	/s/
    Joseph W. Ramelli	 	By:	/s/
    Tapas K. De
	 	Joseph
    W. Ramelli, CEO	 	 	Tapas
    K De, CEO
	 	 	 	 	 
	Date:	February
    6, 2017	 	Date:	February
    6, 2017


 




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[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


Exhibit
A


 


Marina
Patents


 


Patents
Covering SMARTICLETM Technology


 


	No.	 	Serial
    No.	 	Title	 	Country	 	Status
	 	 	 	 	 	 	 	 	 
	1	 	International
    Application No. PCT/EP2006/009013	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	WIPO	 	National
    Stage
	 	 	 	 	 	 	 	 	 
	2	 	Australia
    Patent No.	 	IMPROVEMENTS
    IN OR RELATING TO 	 	Australia	 	Issued
	 	 	2006291429	 	AMPHOTERIC
    LIPOSOMES	 	 	 	 
	 	 	 	 	 	 	 	 	 
	3	 	Canada
    Patent No. 2,622,584	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	Canada	 	Issued
	 	 	 	 	 	 	 	 	 
	4	 	Canada
    Appl. No. 2,889,540	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	Canada	 	Pending
	 	 	 	 	 	 	 	 	 
	5	 	Japan
    Patent No. 5,571,308	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	Japan	 	Issued
	 	 	 	 	 	 	 	 	 
	6	 	European
    Patent Application No. 06254821.9	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	European
    Pat Office	 	Pending
	 	 	 	 	 	 	 	 	 
	7	 	US
    Patent No. 9,066,867	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	U.S.	 	Issued
	 	 	 	 	 	 	 	 	 
	8	 	US
    Application No. 14/538,809	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	U.S.	 	Pending
	 	 	 	 	 	 	 	 	 
	9	 	International
    Application No. PCT/EP2002/001880	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	WIPO	 	National
    Stage
	 	 	 	 	 	 	 	 	 
	10	 	European
    Patent No. 1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	European
    Pat Office	 	Issued
	 	 	 	 	 	 	 	 	 
	11	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Austria	 	Issued


 




    	 



    	 



    

 


[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	12	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Belgium	 	Issued
	 	 	 	 	 	 	 	 	 
	13	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Switzerland	 	Issued
	 	 	 	 	 	 	 	 	 
	14	 	DE
    50210271.3	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Germany	 	Issued
	 	 	 	 	 	 	 	 	 
	15	 	ES
    02701290.5	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Spain	 	Issued
	 	 	 	 	 	 	 	 	 
	16	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	France	 	Issued
	 	 	 	 	 	 	 	 	 
	17	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Great
     Britain	 	Issued
	 	 	 	 	 	 	 	 	 
	18	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Ireland	 	Issued
	 	 	 	 	 	 	 	 	 
	19	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Italy	 	Issued
	 	 	 	 	 	 	 	 	 
	20	 	EP
    1,363,601	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Netherlands	 	Issued
	 	 	 	 	 	 	 	 	 
	21	 	Australia
    Patent No.	 	AMPHOTERIC
    LIPOSOMES AND THE 	 	Australia	 	Issued
	 	 	2002234643	 	USE
    THEREOF	 	 	 	 
	 	 	 	 	 	 	 	 	 
	22	 	Brazil
    Patent No. PI0207775.2	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Brazil	 	Issued
	 	 	 	 	 	 	 	 	 
	23	 	Canada
    Patent No. 2,438,116	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Canada	 	Issued
	 	 	 	 	 	 	 	 	 
	24	 	China
    Patent No. 1,241,549	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	China	 	Issued
	 	 	 	 	 	 	 	 	 
	25	 	Japan
    Patent No. 5,480,764	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Japan	 	Issued
	 	 	 	 	 	 	 	 	 
	26	 	Japan
    Appl. No. 2014-165961	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Japan	 	Pending
	 	 	 	 	 	 	 	 	 
	27	 	Japan
    Appl. No. 2016-001813	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Japan	 	Pending


 




    	 



    	 



    

 


[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	28	 	US
    Patent No. 7,371,404	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	U.S.	 	Issued
	 	 	 	 	 	 	 	 	 
	29	 	US
    Patent No. 7,780,983	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	U.S.	 	Issued
	 	 	 	 	 	 	 	 	 
	30	 	US
    Patent No. 7,858,117	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	U.S.	 	Issued
	 	 	 	 	 	 	 	 	 
	31	 	International
    Application No. PCT/EP2007/002349	 	EFFICIENT
    METHOD FOR LOADING AMPHOTERIC LIPOSOMES WITH NUCLEIC ACID ACTIVE SUBSTANCES	 	WIPO	 	National
    Stage
	 	 	 	 	 	 	 	 	 
	32	 	European
    Application No. 07723327.8	 	EFFICIENT
    METHOD FOR LOADING AMPHOTERIC LIPOSOMES WITH NUCLEIC ACID ACTIVE SUBSTANCES	 	European
    Pat Office	 	Pending
	 	 	 	 	 	 	 	 	 
	33	 	US
    Application No. 14/066,616	 	EFFICIENT
    METHOD FOR LOADING AMPHOTERIC LIPOSOMES WITH NUCLEIC ACID ACTIVE SUBSTANCES	 	U.S.	 	Pending


 




    	 



    	 



    

 


[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


EXHIBIT
B


 


Press
Release


 


News
Release


 


Marina
Biotech Announces a License Agreement to SMARTICLES


 


City
of Industry, CA January [  ], 2017 – Marina Biotech, Inc. (OTCQB: MRNA) a biopharmaceutical company focused
on the development and commercialization of innovative therapeutics for disease intersections of arthritis, hypertension, and
cancer, today announced that they have entered into a license agreement regarding the Company’s SMARTICLES platform for
the delivery of nanoparticles including small molecules, peptides, proteins and biologics. This represents the first time that
the Company’s SMARTICLES technologies have been licensed in connection with nanoparticles delivering small molecules, peptides,
proteins and biologics. Under terms of the agreement, Marina could receive up to $90MM in success based milestones. Further details
of the agreement were not disclosed.


 


“With
the execution of this license agreement, the company extends its runway and enters into new areas medicine,” stated Joseph
W. Ramelli, CEO of Marina Biotech. “We are now beginning to see our delivery technologies used with various types of molecules
and entities. We hope our delivery technologies continue to provide new therapeutic opportunities to the patient community.”


 


About
Marina Biotech, Inc.


 


Marina
Biotech is a biotechnology company focused on the development and commercialization of innovative therapeutics for disease intersections
of arthritis, hypertension, and cancer. Our pipeline includes combination therapies of oligonucleotide-based therapeutics and
small molecules. The Marina Biotech pipeline currently includes a clinical program in Familial Adenomatous Polyposis (a precancerous
syndrome). By its merger with IthenaPharma, Marina Biotech recently acquired IT-102/IT-103- next generation celecoxib- which will
be developed together with CEQ508 as a therapeutic enhancer for therapies against FAP and CRC. IT-102/IT-103 are also being developed
for the treatment of combined arthritis/ hypertension and treatment of pain requiring high dose of celecoxib. Additional information
about Marina Biotech is available at http://www.marinabio.com.


 




    	 



    	 



    

 


[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


Marina
Biotech Forward-Looking Statements


 


Statements
made in this news release may be forward-looking statements within the meaning of Federal Securities laws that are subject to
certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or
suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but
are not limited to: (i) the ability of Marina Biotech to successfully integrate its business operations with those of IthenaPharma;
(ii) the ability of Marina Biotech to obtain funding to support its clinical development; (iii) the ability of Marina Biotech
to attract and/or maintain manufacturing, research, development and commercialization partners; (iv) the ability of Marina Biotech
and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization;
(v) the ability of Marina Biotech and/or a partner to obtain required governmental approvals; and (vi) the ability of Marina Biotech
and/or a partner to develop and commercialize products prior to, and that can compete favorably with those of, competitors. Additional
factors that could cause actual results to differ 2 materially from those projected or suggested in any forward-looking statements
are contained in Marina Biotech’s most recent filings with the Securities and Exchange Commission. Marina Biotech assumes
no obligation to update or supplement forward-looking statements because of subsequent events.


 


For
Marina inquires: Joseph Ramelli CEO Marina Biotech, Inc. (626) 964-5753