INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November 22, 2017, is made by
MARINA BIOTECH, INC., a Delaware corporation (the “Company”), IthenaPharma, Inc., a Delaware corporation (“Ithena”),
Cequent Pharmaceuticals, Inc., a Delaware corporation (“CPI”), and MDRNA RESEARCH, INC., a Delaware corporation
(“Research” and, collectively with the Company, Ithena and CPI, “Grantors” and each, individually,
“Grantor”), in favor of River Charitable Remainder Unit Trust, FBO Isaac Blech, July 20, 1987, Isaac Blech
Trustee (the “Purchaser”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Note Purchase Agreement, dated as of even date herewith (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Purchase Agreement”), between the Company and the
Purchaser, the Purchaser has made a loan, through the purchase of one or more notes to the Company, upon the terms and subject
to the conditions set forth therein; and


 


WHEREAS,
in order to induce the Purchaser to enter into the Purchase Agreement and other Transaction Documents and to induce the Purchaser
to purchase the Note as provided for in the Purchase Agreement, Grantors have agreed to pledge the Collateral to Purchaser in
accordance herewith;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained, and to induce the Purchaser to enter into
the Purchase Agreement and to induce the Purchaser to purchase the Note issued by the Company thereunder, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Section
1. Defined Terms. Capitalized terms used herein without definition are used as defined in the Security Agreement (the “Security
Agreement”) dated as of even date herewith among the Purchaser and the Grantors.


 


Section
2. Grant of Security Interest in Intellectual Property Collateral. (A) Each Grantor, as collateral security for the prompt
and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations
hereby mortgages, pledges, assigns, grants and hypothecates to the Purchaser, and grants to the Purchaser a lien on and security
interest in, all of its right, title and interest in, to and under the Intellectual Property Collateral of such Grantor, including
without limitation, that Intellectual Property Collateral referred to on Schedule 1 hereto (the “Intellectual
Property Collateral”), and all income, royalties, proceeds and liabilities at any time due or payable or asserted under
and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for
any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.


 


(B)
This Agreement and the security interests created hereby secure the payment and performance of the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all
amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Purchaser, whether
or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.


 




    	 



     


    

 


Section
3. Purchase Agreement & Security Agreement. The security interest granted pursuant to this Agreement is granted in
conjunction with, and in no way limiting, the security interest granted to the Purchaser pursuant to the Security Agreement, and
each Grantor hereby acknowledges and agrees that the rights and remedies of the Purchaser with respect to the security interest
in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein.


 


Section
4. Authorization to Supplement. If any Grantor shall obtain rights to any new patentable inventions or become entitled
to the benefit of any patent application or patent for any reissue, division, or continuation, of any patent, the provisions of
this Agreement shall automatically apply thereto. Grantors shall give prompt (and in any event within fifteen (15) Business Days)
notice in writing to the Purchaser with respect to any such new patent rights. Without limiting Grantors’ obligations under
this Section 4, Grantors hereby authorize the Purchaser unilaterally to modify this Agreement by amending Schedule 1 to include
any such new patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Agreement or amend Schedule
1 shall in any way affect, invalidate or detract from Purchaser’s continuing Security Interest in all Collateral, whether
or not listed on Schedule 1.


 


Section
5. Grantor Remains Liable. Grantors hereby agree that, anything herein to the contrary notwithstanding, Grantors shall
retain full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions
in connection with their Intellectual Property subject to a security interest hereunder.


 


Section
6. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.


 


Section
7. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.


 


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of page intentionally left blank; signature page follows]





 




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In
witness whereof, each Grantor has caused this
Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


 




	 	MARINA
    BIOTECH, INC.
	 	 	 
	 	By:
    	/s/
    Vuong Trieu
	 	Name:	Vuong
    Trieu
	 	Title:	Executive
    Chairman
	 	 	 
	 	ITHENA
    PHARMACEUTICALS, INC.
	 	 	 
	 	By:
    	/s/
    Vuong Trieu
	 	Name:	Vuong
    Trieu
	 	Title:	CFO
	 	 	 
	 	CEQUENT
    PHARMACEUTICALS, INC.
	 	 	 
	 	By:
    	/s/
    Vuong Trieu
	 	Name:	Vuong
    Trieu
	 	Title:	President
	 	 	 
	 	MDRNA
    RESEARCH, INC.
	 	 	 
	 	By:
    	/s/
    Vuong Trieu
	 	Name:	Vuong
    Trieu
	 	Title:	President





 


ACCEPTED
AND AGREED

as of the date first above written:


 


RIVER
CHARITABLE REMAINDER UNIT


TRUST,
F/B/O ISAAC BLECH, JULY 20,


1987,
ISAAC BLECH TRUSTEE


 


	By:
    	/s/
    Isaac Blech	 
	Name:	Isaac
    Blech	 
	Title:	Trustee	 





 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


SIGNATURE
PAGE 


 







    	 



     


    

 


Schedule
1

to

Intellectual Property Security Agreement


 


REGISTERED
COPYRIGHTS


 


None.


 


COPYRIGHT
APPLICATIONS


 


None.




    	 



     


    

 


Trademark
Registrations/Applications


 


Trademark
registration number 3749697 with respect to Prestalia.


 


The
tradenames “Symplmed”, “Prestalia”, “ACEON” and “DyrctAxess”.


 




    	 



     


    

 


Patents
and Patent Applications


 


See
attached.