MARINA
BIOTECH, INC.


17870
Castleton Street, Suite 250


City
of Industry, CA 91748


 


February
2, 2017


 


Joseph
W. Ramelli


1176
Tourmaline Drive


Thousand
Oaks, CA 914320


 


Dear
Mr. Ramelli:


 


We
are very pleased that you have decided to continue employment with Marina Biotech, Inc., a Delaware corporation (the “Company”),
and are writing to confirm the terms of your employment.


 


	Title/Duties:	You
    shall be employed as the Chief Executive Officer of the Company and shall report to the Board of Directors of the Company
    (the “Board”). As Chief Executive Officer, you shall have the powers, responsibilities and authorities
    assigned to you by the Board from time to time. You will devote your full working time and best efforts to the performance
    of your duties for the Company. For the avoidance of doubt, you shall not provide services to others for compensation, whether
    as an employee, consultant, or otherwise, while employed by the Company, and any services you provide to others without compensation
    shall not: (i) violate any restrictive covenants by which you are bound, including, but not limited to, your obligations as
    set forth in the Restrictive Covenant Agreement (defined below) or (ii) otherwise interfere with your duties to the Company.
	 	 
	Start
    Date:	Your
    employment with the Company as Chief Executive Officer commenced on December 8, 2016.
	 	 
	Base
    Salary:	Base
    salary of $10,000 per month (“Base Salary”), payable in accordance with the Company’s payroll practices.
	 	 
	Discretionary
    Bonus:	You
    will be entitled to receive a discretionary bonus as determined by the Board in its sole discretion. However, nothing herein
    requires the Company to pay any discretionary bonus to you.
	 	 
	Restricted
    Stock:	The
    Company shall issue to you, in connection with your execution and delivery of this letter, 100,000 restricted shares of the
    common stock of the Company under the Company’s 2014 Long-Term Incentive Plan, with the vesting of such restricted shares
    to occur upon the first execution and delivery by the Company following the date of this letter of a definitive agreement
    involving the licensing by the Company of its Smarticles-based liposomal delivery technology.
	 	 
	Employee
    Benefits:	You
    shall be eligible to participate in all Company employee benefit plans and programs which the Company generally makes available
    to employees, subject to the terms of such plans and programs. However, nothing herein requires the Company to offer or maintain
    any benefit plan, program or practice, and the Company may modify, amend or terminate such plans, programs and practices at
    any time in its sole discretion. 
	 	 
	Paid
    Time Off:	You
    shall be entitled to fifteen (15) business days of paid vacation in each calendar year, subject to the policies and procedures
    of the Company concerning vacation and sick time.
	 	 
	Termination:	Your
    employment will be that of an at-will employee which means that either the Company or you can end the employment
    relationship at any time for any reason or for no reason, with or without notice, or with or without Cause (defined below).
    In the event that your employment with the Company terminates for any reason, you shall not be entitled to any severance amounts
    of any kind or other post termination payments, except as required by law (if any).
	 	 
	Return
    of Company Property:	You
    agree that, upon the termination of your employment with the Company for any reason, or upon any request by the Company at
    any time, you will immediately deliver to the Company (and will not keep in your possession, recreate or deliver to anyone
    else) any and all software, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
    blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items which
    you developed or which are connected in any way with your employment with the Company, or which otherwise belong to the Company,
    its successors or assigns.


 






    	 



     

    

 


	Non-Solicitation/	 
	Confidentiality
    Agreement/Policies	As
    a condition of your employment, you hereby agree to execute and to be subject to the covenants and other provisions of the
    Company’s standard confidentiality, restrictive covenant and intellectual property agreement (the “Restrictive
    Covenant Agreement”), attached hereto as Schedule A and incorporated herein by reference. You also agree
    that you will comply with all Company policies and procedures.


 


This
letter and your employment will be governed by the law of the State of California. This letter may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Company
may withhold from any payments any amounts required to be withheld by law. If any provision of this letter shall be declared to
be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. The Company shall determine “Cause” in its sole discretion,
which shall include, but not be limited to, your failure to execute the Restrictive Covenants Agreement or your failure to comply
with the Company’s policies and the Restrictive Covenants Agreement. Each party shall bear the costs of any legal fees and
other fees and expenses which may be incurred in respect of enforcing its respective rights under this letter. The respective
rights and obligations of the parties hereunder shall survive any termination of the your employment with the Company to the extent
necessary to the intended preservation of such rights and obligations. This letter contains the entire understanding between the
parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate
of the Company and you with respect to the subject matter hereof.


 


This
letter is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”), and the parties hereby agree to amend this letter as and when necessary or desirable to conform to or otherwise
properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one
or more provisions of this letter fails to comply with the provisions of Section 409A, the remaining provisions of this letter
shall remain in effect, and this letter shall be administered and applied as if the non-complying provisions were not part of
this letter. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions,
to the extent that a substituted provision would not cause this letter to fail to comply with Section 409A, and, upon so agreeing,
shall incorporate such substituted provisions into this letter. In no event whatsoever shall the Company be liable for any additional
tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A. A termination
of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this letter providing for the
payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination
of employment unless such termination is also a “separation from service” within the meaning of Section 409A and,
for purposes of any such provision of this letter, references to a “termination,” “termination of employment”
or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under
any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified
deferred compensation plan within the meaning of Section 409A and, at the time of your “separation from service” you
are a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed
until the six-month anniversary of the date of your “separation from service”. Each payment made under this letter
shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits
provided under this letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such
reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute
taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which
you incur such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind
benefits under this letter shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible
for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, respectively, in any other taxable year.


 






    	 	2	 



    	 	 	 



    




 


Please
indicate your acceptance of the terms and conditions of this letter by signing in the space indicated below and returning one
copy of this letter to me.


 


We
look forward to working with you.


 


	 	Sincerely,
	 	 
	 	/s/
    Vuong Trieu
	 	Name:Vuong
    Trieu
	 	Title:
    Chairman


 


Accepted
and Agreed:


 


	/s/
    Joseph W. Ramelli	 
	Joseph
    W. Ramelli	 



 






    	 	3	 



    	 	 	 



    

 







SCHEDULE
A


 


RESTRICTIVE
COVENANT AGREEMENT


 




    	 	4	 



    	 	 	 



    

 


CONFIDENTIALITY,
RESTRICTIVE COVENANT


AND
INTELLECTUAL PROPERTY AGREEMENT


 


As
a condition of my employment and/or continued employment with Marina Biotech, Inc., its subsidiaries, affiliates, successors or
assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt
of the compensation now and hereafter paid to me by the Company, I, Joseph W. Ramelli, agree to the following (the “Agreement”):


 


1.       Confidential
Information. I agree that I have had access to the Company’s Confidential Information, as defined herein, that such
Confidential Information is valuable to the Company, and that the unauthorized release of that information would cause serious
damage to the Company. I therefore agree to hold in strictest confidence, and not to use, except for the benefit of the Company,
or to disclose to any person, firm or corporation without written authorization of the Company, any Confidential Information of
the Company. I understand that “Confidential Information” means any of the Company’s proprietary information,
technical data, trade secrets or know-how, including but not limited to, sketches and drawings, research, product plans, products,
services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, engineering,
marketing, finances, business plans, or other business information disclosed to me by the Company either directly or indirectly
in writing, orally or by drawings or observation. In the event that I am required by law to disclose any Confidential Information,
I will give the Company prompt advance written notice thereof and will assist the Company in obtaining an order to protect the
Confidential Information from public disclosure.


 


2.       Inventions


 


(a)       Inventions
Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, designs, original
works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company
(collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s business,
products or product development, and which are not assigned to the Company hereunder. If there are no such Prior Inventions indicated
on Exhibit A, I represent that there are no such Prior Inventions. If in the course of providing services to the Company,
I incorporate into a Company product, process or design a Prior Invention owned by me or in which I have an interest, the Company
is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify,
use and sell such Prior Invention as part of or in connection with such product, process or design.


 


(b)       Assignment
of Inventions. I acknowledge that during my employment with the Company and/or during such time as I am providing services
to the Company as a consultant, contractor, or in any capacity (both my employment and/or my provision of services are referred
to collectively herein as “employment” or being “employed”), I may be expected to undertake creative work,
either alone or jointly with others, which may lead to inventions, original works of authorship, developments, concepts, improvements,
trade secrets or other intellectual property rights, whether or not patentable or registrable under copyright or similar laws
(“Inventions”). I hereby agree that all Inventions created while employed by the Company (whether or not on
the Company’s premises or using the Company’s equipment and materials or during regular business hours) shall be a
work-for-hire and shall be the sole and exclusive property of the Company, and I hereby assign to the Company all of my right,
title and interest in and to any and all such Inventions. In addition, any Inventions created after the termination of my employment
with the Company which are based upon or derived from Confidential Information shall be the sole and exclusive property of the
Company, and I hereby assign to the Company all of my right, title and interest in and to any and all such Inventions.


 




    	 



     

    

 


(c)       Patent
and Copyright Registrations. I agree to assist the Company, or its designee, in every way, to secure the Company’s
rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto
in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto,
the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary
in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees
the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or
other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed any
such instrument or papers shall continue after the termination of this Agreement.


 


(d)       Application.
I agree that the provisions of this Section 2 shall apply with respect to any and all Inventions, whether created during my employment
with the Company or any predecessor entity, or during any pre-organization period that directly apply to the Company’s business
as of the date of creation. I acknowledge that the Company and its future investors shall rely on this representation.


 


3.       Returning
Company Documents. I agree that, at the time I cease performing services for the Company, I will immediately deliver to
the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all software, devices, records, data,
notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, including all Confidential Information, or reproductions of any aforementioned items developed by in connection
with my employment with the Company or otherwise belonging to the Company, its successors or assigns.


 


4.       Non-Solicitation/Non-Service



 


 (a) Non-Solicit.
To the extent permitted by law, I agree that while I am employed with the Company and for a period of twelve (12) months immediately
following the termination of my employment from the Company for any reason, I shall not either directly or indirectly:


 


 (i)
 hire, solicit, induce, recruit or encourage any of the Company’s employees or independent contractors to leave their
employment or end their relationship with the Company, or take away such employees or independent contractors, or attempt to solicit,
induce, recruit, encourage or take away employees and independent contractors of the Company, either for myself or for any other
person or entity; or


 




    	 	2	 



    	 	 	 



    

 


 (ii)
 solicit, induce, or attempt to solicit or induce any customer, vendor or client of the Company to terminate his, her
or its relationship with the Company or to encourage said customer, vendor or client to use my services or those provided by an
entity which I am employed or affiliated.


 


 (b) Non-Service.
To the extent permitted by law, I agree that while I am employed with the Company and for a period of twelve (12) months immediately
following the termination of my employment from the Company for any reason, I shall not, directly or indirectly, on my own behalf
or on behalf of any person, firm, company, or entity, provide services or accept business of the type offered by the Company to
any entity that:


 


 (i)
is a client, customer, or business partner of the Company; and/or


 


 (ii)
was a client, customer, or business partner of the Company within the two year period preceding the termination of my employment
with the Company; and/or


 


 (iii)
was a prospective client, customer, or business partner of the Company during the two year period preceding the termination of
my employment with the Company and which the Company has materially pursued or otherwise made material efforts in developing such
prospective relationship as of the termination date.


 


(c)       Reasonableness/Judicial
Reformation. I agree that the restrictive covenants in this section are reasonable under the circumstances, and I further
agree that if, in the opinion of any court of competent jurisdiction, such restraint is not reasonable in any respect, such court
shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court
shall appear not reasonable and to enforce the remainder of the covenants as so amended.


 


5.       Non-Disparagement.
I agree that I will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement
that is likely to have the effect of undermining or disparaging the reputation of the Company, or its good will, products, or
business opportunities, or that is likely to have the effect of undermining or disparaging the reputation of any officer, director,
agent, representative, shareholder or employee, past or present, of the Company.


 


6.       Equitable
Relief & Remedies. I agree that it would be impossible or inadequate to measure and calculate the Company’s
damages from any breach of the covenants set forth herein. Accordingly, I agree that if I breach any of the covenants contained
herein, the Company will have available, in addition to any other right or remedy available, the right to cease making any payments
otherwise due to me (to the extent permitted by law) and the right to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I agree that
the time periods of the restrictive covenants contained herein shall be extended by any and all periods during which I am in breach
of such restrictive covenants.


 




    	 	3	 



    	 	 	 



    

 


7.       General
Provisions


 


(a)       Severability.
I agree that if one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue
in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable
provision or enforceable provisions that as nearly as possible effects the parties’ intent. Without limiting the generality
of the foregoing, the parties hereby expressly state their intent that, to the extent any provision of this Agreement is unenforceable
due to the scope (temporal, geographic or otherwise) being too broad, the court or arbitrator properly adjudicating any dispute
with respect thereto shall modify such provision to the minimum extent necessary to cause such provision to be enforceable.


 


(b)       Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and
will be for the benefit of the Company, its successors, and its assigns. I acknowledge and agree that I cannot assign or transfer
this Agreement nor any rights hereunder without the express written consent of the Company, in its absolute discretion. The Company,
however, shall have the right to assign this Agreement and/or any of its rights or obligations set forth herein.


 


(c)       Survival.
I agree that notwithstanding anything in this Agreement to the contrary, the provisions of this Agreement shall survive any termination
of my employment with the Company and/or termination of this Agreement, and shall remain in full force and effect indefinitely.


 


(d)       Governing
Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of New York,
without reference to rules relating to conflicts of law.


 


(e)       Amendment.
This Agreement may only be amended by written agreement of the parties hereto.


 


[remainder
of page intentionally left blank; signature page follows]


 




    	 	4	 



    	 	 	 



    

 





	 	Marina
    Biotech, Inc.
	 	 
		/s/
    Vuong Trieu
		Name: Vuong
    Trieu
		Title:Chairman
	 	Date:2/2/2017


 


	 	/s/
    Joseph W. Ramelli
	 	Joseph
    W. Ramelli
	 	Date:2/2/2017


 




    	 	5	 



    	 	 	 



    

 


EXHIBIT
A


 


LIST
OF PRIOR INVENTIONS


 


AND
ORIGINAL WORKS OF AUTHORSHIP


 


	Title
    	Date
    	 	Identifying
                                         Number

        or
        Brief Description

	 	 	 	 
	 	 	 	 
	 	 	 	 


 


X
  No inventions or improvements


 


___
Additional Sheets Attached


 


	Signature:	 	/s/
    Joseph W. Ramelli	 
	 	 	 	 
	Print
    Name:	 	Joseph
    W. Ramelli	 
	 	 	 	 
	Date:	 	2/2/2017