[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 17th day of July, 2017 (the “Effective
Date”) by and between Marina Biotech, Inc. (formerly known as MDRNA, Inc.), a Delaware corporation (“Marina”),
and Oncotelic, Inc., a Delaware corporation, (“Oncotelic”).


 


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”) and certain antisense nucleotides
collectively referred to as Conformationally Restricted Nucleotides or “CRN” (the “CRN Molecules”);
and


 


WHEREAS,
Oncotelic desires to license the Marina Technology (as defined below) (i) to ascertain whether the Delivery Technologies (as defined
below) can be utilized to develop products in the SMARTICLESTM Field (as defined below), (ii) whether the CRN Molecules can
be developed into products targeting transforming growth factor beta (TGF-beta) and (iii), 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 CRN Molecule or other antisense nucleotide. To be clear, API is meant to include
                                         solely peptides, or proteins that are not restricted by the [***] Agreement.



 


		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.



 




    	 



    	 



    

 


[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.]


 


		1.4	“Conformationally
                                         Restricted Nucleotides” means nucleotides the conformations of which are restricted
                                         through the use of Marina’s Technology.



 


		1.5	“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.



 


		1.6	“CRN
                                         Field” means the targeting of TGF-Beta in mammals (including humans) using
                                         Conformationally Restricted Nucleotides.



 


		1.7	“CRN
                                         Molecules” means certain patented Conformationally Restricted Nucleotides that
                                         can be substituted within an RNA- or DNA-based oligonucleotide analog in which a chemical
                                         bridge connects the C2’ and C4’ carbons of ribose. The chemical bridge in
                                         the ribose of a CRN locks the ribose in a fixed conformation, which in turn restricts
                                         the flexibility of the nucleobase and phosphate group.



 


		1.8	“CRN
                                         Technology” means all know-how and other information owned or Controlled by
                                         Marina relating specifically to the production or use of CRN Molecules.



 


		1.9	“Delivery
                                         Technologies” means the SMARTICLESTM Technology and such other technologies
                                         as may be added to this Agreement by agreement of the parties hereto.



 


	 	1.10	“Field”
means the CRN Field and the SMARTICLESTM Field.



 


		1.11	“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.



 


		1.12	“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.



 


		1.13	“Licensed
                                         Product” means, as the context may require, (a) a product incorporating CRN
                                         Molecules for use solely in the CRN Field and/or (b) a therapeutic, diagnostic, prophylactic
                                         and palliative product comprised of an API (other than a CRN
Molecule) which is delivered to a cell of therapeutic interest or used for diagnostic, prophylactic and palliative purposes using
the SMARTICLESTM Technology. 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.]


 


	 	1.14	“Marina
Intellectual Property” has the meaning set forth in Section 5.1.



 


	 	1.15	“Marina
Know-How” has the meaning set forth in Section 5.1.



 


		1.16	“Marina
                                         Patents” means (i) the patents and patent applications identified in Part I
                                         of Schedule A (the “Delivery Patents”) and Part II of Schedule A (the
                                         “CRN Patents”) and, together with the Delivery Patents, (the “Marina
                                         Patents”), (ii) any other patents and patent applications owned or Controlled
                                         by Marina as of the Effective Date that have claims covering a Delivery Technology or
                                         a CRN Molecule, 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 a Delivery Technology 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 pending at any time during the New Technology Period (and patents
                                         issued in respect to such applications regardless of when issued), including, without
                                         limitation, provisional applications, continuations, continuations-in-part, divisional
                                         and substitute applications.



 


	 	1.17	“Marina
Technology” has the meaning set forth in Section 5.1.



 


		1.18	“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 Oncotelic 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.



 


		1.19	“[***]”
                                         means [***], which has obtained certain expertise in developing and manufacturing delivery
                                         technologies and formulations using Delivery Technologies.



 


		1.20	“[***]
                                         Agreement” means the License Agreement between [***] and Marina dated as of
                                         [***], as the same may be amended, modified or extended from time to time.



 




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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.]


 


		1.21	“SMARTICLESTM
                                         Field” means all therapeutic, diagnostic, prophylactic and palliative uses
                                         in mammals (including humans).



 


		1.22	“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.



 


		1.23	“Stock
                                         Purchase Agreement” means that Stock Purchase Agreement entered into as of
                                         the Effective Date among Marina and those Purchasers named therein.



 


	 	1.24	“Territory”
means worldwide.



 


		1.25	“TGF-Beta”
                                         means transforming growth factor beta, a group of structurally related cell regulatory
                                         peptides that control proliferation, differentiation and other functions in many cell
                                         types.



 


		2.	Grant
                                         of License. Subject to the terms of this Agreement, Marina hereby grants to Oncotelic
                                         (a) a [***], sublicensable through multiple tiers (subject to Section 7) license (the
                                         ““SMARTICLESTM License”) under the SMARTICLESTM Technology
                                         and the SMARTICLESTM Intellectual Property (i) to research, develop, make, have
                                         made, import, use, offer for sale or sell Licensed Products in the SMARTICLESTM
                                         Field in the Territory, and (b) an exclusive, sublicensable through multiple tiers (subject
                                         to Section 7) license (the “CRN License”) under the CRN Technology
                                         and the CRN Intellectual Property to research, develop, make, have made, import, use,
                                         offer for sale or sell Licensed Products that include CRN Molecules in the CRN Field
                                         in the Territory (clauses (a) and (b) collectively, 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 Oncotelic within
                                         thirty (30) days thereafter, which notice shall contain Marina’s offer to amend
                                         the definition of the SMARTICLESTM Field in this Agreement (without further consideration
                                         from Oncotelic) to include such reverted Prior Granted Field (the “Reverted
                                         Field”). Upon acceptance in writing by Oncotelic of such offer, the same rights
                                         previously granted to Oncotelic with regard to the original SMARTICLESTM Field shall
                                         be extended to the Reverted Field automatically, and without further action by the parties,
                                         provided that Oncotelic 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.
                                         Oncotelic 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.
	 	 	 





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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.]


 


		2.2	Oncotelic
                                         (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.



 


		3.	Technology
                                         Transfer; Evaluation of Delivery Technologies.



 


		3.1	Oncotelic
                                         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 Oncotelic, its employees, Marina or the public.
                                         Oncotelic 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. Oncotelic shall
                                         not expose to or use in humans any of the physical materials except as permitted by applicable
                                         law and Oncotelic 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 Oncotelic 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	Oncotelic
                                         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 Oncotelic
                                         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, Oncotelic shall provide written
                                         notice to Marina including a summary of the results of Oncotelic’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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[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.]


 


		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 Oncotelic 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 Oncotelic 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 Oncotelic under this Agreement;



 




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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.]


 


		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.



 


		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 and the
                                         CRN 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 Marina (all of the foregoing collectively, the “Marina
                                         Know-How”), which Marina Know-How either (i) predates the Effective Date or
                                         (ii), subject to Section 5.1.2, does not exist at the Effective Date, is developed by
                                         Oncotelic by reference to or in reliance on the Marina Know How, and is generally applicable
                                         to the manufacture or use of SMARTICLESTM or CRN Molecules or 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 (the Marina Technology and the Marina
                                         Patents, 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.
	 	 	 





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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.]


 


		5.1.2	If
                                         at any time Oncotelic determines that it may develop any technology, discoveries, innovations,
                                         or improvements (each, an “Innovation”) which would be considered
                                         Marina Technology under Section 5.1.1(ii), then Oncotelic shall promptly notify Marina
                                         in writing thereof, generally describing the anticipated Innovation and the development
                                         plan for realizing such Innovation and confirming Marina’s ownership rights to
                                         such Innovation pursuant to Section 5.1.1(ii). Oncotelic may also submit simultaneously
                                         a term sheet outlining the proposed terms for a license of such Innovation from Marina.
                                         Marina shall have the unrestricted right to use (and to license and sublicense), in the
                                         Territory each such Innovation outside the Field hereunder, and upon the termination
                                         of this Agreement Marina shall own all of the rights to practice each Innovation in the
                                         Territory.



 


(a)
Any such description and term sheet shall be deemed Confidential Information of Oncotelic 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)
If Oncotelic submits a proposed term sheet regarding an Innovation to Marina after the expiration of the New Technology Period,
then within a reasonable time following receipt of such notice, the parties shall enter into negotiations regarding Oncotelic’s
proposal. All such negotiations shall be conducted by the parties in good faith. If, despite such good faith negotiations, Marina
and Oncotelic 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 Oncotelic to Marina, then Oncotelic 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, taken as a whole, financially and/or commercially materially more favorable than
those that were last proposed by Oncotelic in writing in the parties’ negotiations, Marina shall propose those new terms
in writing to Oncotelic, which shall have thirty (30) 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 thirty (30) days, Marina shall be free to enter into an agreement with such Third Party on such terms.


 




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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.]


 


(c)
Notwithstanding the foregoing, Marina shall have the sole and exclusive right to seek patent protection for each Innovation, and
any patent application filed during the New Technology Period or issued patent claiming such Innovation shall constitute a Marina
Patent covered by the license set forth herein. Oncotelic shall cooperate with all reasonable requests of Marina in furtherance
of such patent application. Marina agrees that it will not license (or disclose any non-public information regarding) any Innovation
to any Third Party seeking to utilize any Delivery Technology in conjunction with any gene-editing technology, provided,
that Marina shall have no liability to Oncotelic if another licensee of a Delivery Technology, 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	Oncotelic
                                         Intellectual Property. As between the parties, Oncotelic shall be the exclusive owner
                                         of and shall have all rights, title and interest in (a) all technology (including the
                                         Oncotelic 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 Oncotelic (all of the foregoing collectively, the
                                         “Oncotelic Know-How”) which Oncotelic 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 Oncotelic without reference to or in reliance on any Marina Technology,
                                         or (ii) does not exist at the Effective Date, is developed by either party by reference
                                         to or in reliance on any Marina Technology and is not an Innovation covered by Section
                                         5.1.2 (all of the foregoing, including the Oncotelic Know-How, collectively, the “Oncotelic
                                         Technology”) and (b) all patent and other intellectual property rights related
                                         to or based solely upon Oncotelic Know-How (all of the foregoing collectively, the “Oncotelic
                                         Intellectual Property”).



 


		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 Oncotelic
                                         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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[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.]


 


		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 Oncotelic 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 Oncotelic pays the Commercial License Fee
                                         (as defined in Section 8.2) (such period, the “Initial License Period”),
                                         Oncotelic 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, Oncotelic 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.
                                         Oncotelic 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 Oncotelic.



 


		7.	Sublicenses.
                                                                                                                                                                                                                                      The License includes the right to grant sublicenses within the scope thereof. Oncotelic and any sublicensee (with respect to
                                                                                                                                                                                                                                      any lower tier sublicense) shall include in any sublicense agreement with its sublicensees an explicit reference to this
                                                                                                                                                                                                                                      Agreement, provided, however, Oncotelic shall continue to be primarily liable for payment and performance of
                                                                                                                                                                                                                                      all of Oncotelic’s obligations due to Marina under this Agreement. All sublicense agreements with sublicensees shall be
                                                                                                                                                                                                                                      consistent with the terms and conditions hereunder. Oncotelic 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
                                                                                                                                                                                                                                      Oncotelic.



 




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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.]


 


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



 


		8.1	Evaluations
                                         License Fee. Simultaneous with the execution and delivery of this Agreement, Oncotelic
                                         shall enter into a Stock Purchase Agreement in form and substance reasonably acceptable
                                         to Marina and Oncotelic, pursuant to which Marina will sell to Oncotelic 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 $0.45.



 


		8.2	Commercial
                                         License Fee. Unless this Agreement is earlier terminated, within thirty (30) days
                                         following Oncotelic’s delivery of an Evaluation Notice (as defined in Section 3.3)
                                         advising that it intends to pursue, or cause to be pursued, further development and commercialization
                                         of Licensed Products, Oncotelic shall, in connection therewith (and as a condition thereto),
                                         enter into a Stock Purchase Agreement in form and substance reasonably acceptable to
                                         Marina and Oncotelic, pursuant to which Marina will sell to Oncotelic 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 $0.45 or the volume weighted
                                         average price of the Marina common stock for the thirty (30) trading days immediately
                                         preceding the date on which Oncotelic delivers the Evaluation Notice to Marina.



 


		8.3	For
                                         up to and including three Licensed Products achieving Commercial Sales in the amounts
                                         specified below, Oncotelic shall pay to Marina a milestone (collectively the “Sales
                                         Milestones”) of Ten Million Dollars ($10,000,000) upon reaching Commercial
                                         Sales in the Territory in any given twelve month period equal to or greater than [***]
                                         Dollars ($[***]) 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 any Licensed
                                         Products achieving Commercial Sales after the third such 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.]


 


		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 Oncotelic 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, Oncotelic 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 Oncotelic 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 Oncotelic
                                         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. Oncotelic acknowledges that Marina’s sole and exclusive
                                         property includes all materials and information provided by Marina to Oncotelic, whether
                                         or not constituting Marina Intellectual Property or Confidential Information and whether
                                         or not related to the Agreed Purpose. Oncotelic agrees to promptly deliver or destroy
                                         Marina’s property that is then in Oncotelic’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, Oncotelic and its sublicensees may retain any Marina Know-How licensed
                                         under Article 2. Oncotelic 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 Oncotelic’s Property. Marina acknowledges that Oncotelic’s sole and
                                         exclusive property includes all materials and information provided by Oncotelic to Marina,
                                         whether or not constituting Oncotelic Intellectual Property or Confidential Information
                                         of Oncotelic and whether or not related to the performance of the Agreed Purpose. Marina
                                         agrees to promptly deliver Oncotelic’s property that is then in Marina’s
                                         possession to Oncotelic, including but not limited to, Oncotelic Intellectual Property,
                                         upon the earlier of Oncotelic’s request or the termination of this Agreement. Marina
                                         shall not make or retain any copies of Oncotelic Intellectual Property or any other materials
                                         supplied by Oncotelic, 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
                                         Oncotelic. Oncotelic shall defend, indemnify, and hold harmless Marina, its Affiliates
                                         (other than Oncotelic) 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 Oncotelic
                                         under this Agreement; (b) any negligent or more culpable act of Oncotelic, 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 Oncotelic,
                                         or any of its Affiliates or sublicensees. However, Oncotelic 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 Oncotelic, its Affiliates
                                         (other than Marina) and their respective directors, officers, shareholders, employees
                                         and agents (“Oncotelic Indemnitees”), from and against any and all
                                         Liabilities arising from or occurring as a result of a Third Party Claim against a Oncotelic
                                         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 Oncotelic 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 Oncotelic Indemnitee
                                         from any Liabilities to the extent that such Liabilities were the direct result of the
                                         acts or omissions of a Oncotelic Indemnitee or any breach of any term or warranty of
                                         this Agreement by Oncotelic.



 




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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 Oncotelic 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 ONCOTELIC OF THE MARINA TECHNOLOGY IS AT ONCOTELIC’S
                                         OWN RISK; AND (III) ONCOTELIC MAKES NO WARRANTIES WITH RESPECT TO THE ONCOTELIC TECHNOLOGY
                                         OR THE ONCOTELIC INTELLECTUAL PROPERTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
                                         WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
                                         AND (IV) THE ONCOTELIC TECHNOLOGY IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND AND
                                         USE BY MARINA OF THE ONCOTELIC 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 Oncotelic 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 Oncotelic 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 Oncotelic breaches this Agreement, Marina shall have the right
                                         to terminate this Agreement effective sixty (60) days following delivery of written notice
                                         to Oncotelic referencing this Section 15.2.1 and specifying the breach, if Oncotelic
                                         fails to cure such material breach within such sixty (60) day period; provided,
                                         that if Oncotelic 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, Oncotelic 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 Oncotelic
                                         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
                                         Oncotelic. Any provision herein notwithstanding, Oncotelic 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
                                         Oncotelic 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, Oncotelic 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 Oncotelic’s premises (and those of its sublicensees)
                                         to ascertain or verify such final report. In the event Oncotelic 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, Oncotelic 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. Oncotelic 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 Oncotelic (or
                                         such sublicensee) with respect to Licensed Products (provided that Marina shall reimburse
                                         Oncotelic 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 Oncotelic of the Commercial License Fee, then all sublicenses granted by Oncotelic
                                         shall automatically terminate and (b) after payment by Oncotelic of the Commercial License
                                         Fee, then each of Oncotelic’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 Oncotelic, and Marina agrees that
                                         it will confirm the foregoing in writing at the request and for the benefit of Oncotelic
                                         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 Oncotelic, (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 Oncotelic and (iv) Marina shall have no obligations under
                                         such sublicense that are different from or greater than its obligations to Oncotelic
                                         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 Oncotelic 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) Oncotelic 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) Oncotelic 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) Oncotelic 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 Oncotelic’s
                                         possession, shall be promptly delivered to Oncotelic (A) upon any such commencement of
                                         a bankruptcy proceeding upon Oncotelic’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 Oncotelic.



 


		17.	Miscellaneous.



 


		17.1	Force
                                         Majeure. Neither Oncotelic 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.



 




    	 	20	 



    	 



    

 


[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.]


 


		17.7	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 below, 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:


 


	 	If
    to Marina:	Marina
    Biotech, Inc.
	 	 	17870
    Castleton Street
	 	 	Suite
    250
	 	 	City
    of Industry, CA 91748
	 	 	Attention:
    Chief Executive Officer
	 	 	 
	 	With
    a copy to:	Pryor
    Cashman LLP
	 	 	7
    Times Square
	 	 	New
    York, NY 10036
	 	 	Attention:
    Lawrence Remmel, Esq.
	 	 	 
	 	If
    to Oncotelic:	Oncotelic
    Inc.
	 	 	29397
    Agoura Rd., Suite 107
	 	 	Agoura
    Hills, CA 91301
	 	 	Attention:
    Chief Executive Officer
	 	 	 
	 	With
    a copy to:	         _________________________
	 	 	         _________________________
	 	 	         _________________________
	 	 	         _________________________


 


[signature
page follows]


 




    	 	21	 



    	 



    

 


[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.	 	ONCOTELIC,
    INC.
	 	 	 	 	 
	By:	/s/
    Joseph W. Ramelli	 	By:	/s/
    Larn Hwang
	 	Joseph
    W. Ramelli, CEO	 	 	Larn
    Hwang, CSO
	 	 	 	 	 
	Date:	July
    17, 2017	 	Date:	July
    18, 2017


 




    	 	22	 



    	 



    

 


[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


 


Part
I Patents Covering Delivery Technologies —


 


	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.2006291429	 	IMPROVEMENTS
    IN OR RELATING TO AMPHOTERIC LIPOSOMES	 	Australia	 	Issued
	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
	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


 




    	 



    	 



    

 


[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.]


 


	No.	 	Serial
    No.	 	Title	 	Country	 	Status
	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.

        2002234643
	 	AMPHOTERIC
    LIPOSOMES AND THE USE THEREOF	 	Australia	 	Issued
	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.]


 


	No.	 	Serial
    No.	 	Title	 	Country	 	Status
	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


 





Part II – Patents Covering CRN Technology and CRN Molecules



 


	No.	 	Serial No.	 	Title	 	Country	 	Status
	1.	 	International Application No. PCT/US2011/033980	 	NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS AND USES THEREOF (CRN)	 	WIPO	 	National Stage
	2.	 	European Application No. 11717901.0	 	NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS AND USES THEREOF (CRN)	 	European Pat Office	 	Pending
	3.	 	US Application No. 14/623,498	 	NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTROICTED MONOMERS AND USES THEREOF (CRN)	 	U.S.	 	Pending
	4.	 	International Application No. PCT/US2012/054308	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	WIPO	 	National Stage
	5.	 	Australia Application No. 2012304358	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	Australia	 	Allowed
	6.	 	Singapore Patent No. 11201401314P	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	Singapore	 	Issued
	7.	 	US Application No. 14/343,607	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	U.S.	 	Allowed
	8.	 	European Application No. 12758731.9	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	European Pat Office	 	Pending
	9.	 	Canada Application No. 2,863,253	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	Canada	 	Pending
	10.	 	China Application No. 201280054375.5	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	China	 	Pending
	11.	 	Hong Kong Application No. 14112251.3	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	Hong Kong	 	Pending
	12.	 	Korea Application No. 10-2014-7009037	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	Republic of Korea	 	Pending
	13.	 	India Application No. 710-KOLNP/2014	 	SYNTHESIS AND USES OF NUCLEIC ACID COMPOUNDS WITH CONFORMATIONALLY RESTRICTED MONOMERS
    (CRN)	 	India	 	Pending
	14.	 	US Patent No. 6,083,482	 	CONFORMATIONALLY LOCKED NUCLEOSIDES AND OLIGONUCLEOTIDES (CRN)	 	U.S.	 	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.]


 


EXHIBIT
B


Press
Release


 


News
Release


 


Marina
Biotech Announces a License Agreement to SMARTICLES and CRN Platforms for Antisense DNA therapeutics


 


City
of Industry, CA July [  ], 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 with Oncotelic, Inc. regarding the Company’s SMARTICLESTM platform
for the delivery of antisense DNA therapeutics. This represents the first time that the Company’s SMARTICLESTM technologies
have been licensed in connection with delivery of Marina’s proprietary Conformationally Restricted Nucleotides and other
antisense nucleotides. Under terms of the agreement, Oncotelic will invest $250,000 in Marina at a share price of $0.51. In addition,
Marina may receive in certain circumstances a commercial license fee consummated by the sale to Oncotelic of 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 $0.51 or the volume weighted average price of the Marina common stock at the time of purchase, and as well sales
milestones, which sales milestones shall not exceed in any event Ninety Million Dollars ($90,000,000). 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’s focus is to treat the intersection of arthritis, pain, hypertension, and oncology diseases using combination therapies
of already approved drugs. The company is developing and commercializing late stage, non-addictive pain therapeutics. The company’s
‘next-generation of celecoxib,’ including IT-102 and IT-103, are designed to control the dangerous side-effect of
edema that prohibits the drug from being prescribed at higher doses. These have the potential of replacing opioids and combatting
the opioid epidemic. Additionally we are developing therapeutic microbiome using the only orally bioavailable siRNAs platform
against FAP and IBD. Additional information about Marina Biotech is available at http://www.marinabio.com.


 


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 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.