Non-Exclusive Patent License Agreement



 Exhibit 10.2 
 [*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.] 
 EXECUTION VERSION 
 NON-EXCLUSIVE PATENT LICENSE AGREEMENT 
 THIS NON-EXCLUSIVE PATENT LICENSE AGREEMENT (“Agreement”), effective as of
February 12, 2009 (“Effective Date”) is by and between, on the one hand, Hoffmann-La Roche Inc. with a place of business at 340 Kingsland Street, Nutley, New Jersey 07110 and F. Hoffmann-La Roche Ltd with a place of business at
Grenzacherstrasse 124, 4070 Basel, Switzerland (collectively “Roche”) and, on the other hand, MDRNA, Inc. with a place of business at 3830 Monte Villa Parkway, Bothell, Washington 98021 (“MDRNA”). Roche and MDRNA
are referred to in this Agreement individually as a “Party” and collectively as the “Parties”. 
  

	I.	BACKGROUND OF AGREEMENT 

  

	1.1	Per a certain Non-Exclusive License Agreement of November 6, 2006, a copy of which has been provided to Roche (the “COH License Agreement”), MDRNA controls
certain patents and patent applications owned by City of Hope (“COH”) relating to siRNA constructs, including the dicer substrate. 

  

	1.2	MDRNA also owns certain patent rights related to siRNA constructs, including meroduplex technology, and chemical modifications of nucleic acids, including unlocked nucleic acid
technology (“UNA”). 

  

	1.3	Roche desires to obtain from MDRNA a non-exclusive license under such patent rights related to the dicer substrate, meroduplex and unlocked nucleic acid technology.


  

	1.4	MDRNA desires to grant Roche such non-exclusive license on the terms and conditions set forth herein. 

 NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 
  

	II.	DEFINITIONS 

 As used herein, the following terms shall have the
meanings set forth below: 
  

	2.1	“Affiliate” means: 

  

	 	(a)	any entity that owns directly or indirectly, a Controlling Interest (defined below) in a Party, by stock ownership or otherwise; 

  

	 	(b)	 any entity in which a Party owns a Controlling Interest, by stock ownership 











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or otherwise, or; 


  

	 	(c)	any entity under a common Controlling Interest (defined below) with a Party, directly or indirectly. 

 For purposes of this Agreement, [***] (“[***]”) and its subsidiaries, and [***] (“[***]”) and its subsidiaries ([***]
and its subsidiaries and [***] and its subsidiaries, each a “Roche Entity”), each shall not be deemed an Affiliate of Roche, unless Roche opts for the inclusion of one or more Roche Entity by giving written notice to MDRNA.

  

	2.2	“COH Field” means the use of a Licensed Product for the treatment or prevention of disease in humans other than [***]. 

  

	2.3	“COH Patents” mean Patents that are owned or Controlled by COH and licensed to MDRNA pursuant to the COH License Agreement. 

  

	2.3	“Control” means, with respect to intellectual property, the ability to grant sublicenses under such intellectual property. 

  

	2.4	“Controlling Interest” means the ownership, directly or indirectly, of more than 50% of voting stock permitted to vote for the election of the board of directors or
any other arrangement resulting in control of or the right to control the management and the affairs of the entity or Party in question. 

  

	2.5	“Insolvency Event” shall mean circumstances under which a Party (i) has a receiver or similar officer appointed over all or a material part of its assets or
undertaking; (ii) passes a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for
administration (or any equivalent order in any jurisdiction); (iii) enters into any composition or arrangement with its creditors (other than relating to a solvent restructuring); or (iv) ceases to carry on business.


  

	2.6	“Licensed Product” means all products for which the development, manufacture, use, sale, importation, or offer for sale of such product is covered by a Valid Claim.


  

	2.7	“Net Sales” shall mean the gross amount invoiced by or on behalf of Roche or a sublicensee of Roche on account of the sale, use, transfer or other disposition or
application of a Licensed Product to or by a third party, less reasonable, customary and documented deductions for any of the following: 

 (i) rebates, allowances, charge-backs or discounts (including, without limitation, contractual discounts and allowances for Medicaid, Medicare, Medi-Cal, managed care and third party insurance providers and the like),
to the extent actually granted; 
 (ii) allowances or credits actually granted to customers on account of recall, 











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

 
rejection or return of Licensed Products; 
 (iii)
tariffs, duties, excise, sales and value-added taxes and similar governmental charges actually paid (except income taxes); and 
 (iv) to the
extent actually paid by seller, reasonable charges for shipping and insuring the shipment of Licensed Product. 
  

	2.8	“Patents” means (1) the patents and patent applications identified on Schedule A; (2) the patents and patent applications covering any modification or
improvement to any inventions and/or technology that is the subject of the patent and patent applications identified on Schedule A, but solely to the extent such modification or improvement is (a) owned or Controlled by MDRNA, and
(b) developed, created or reduced to practice during the period of time beginning on the Effective Date and ending on the second anniversary thereof; (3) all divisions, continuations, reissues, re-examinations, and extensions of the
patents and patent applications referred to in (1) and (2); and (4) all foreign counterparts of (1), (2) and (3). Schedule A shall be updated from time to time at the written request of either Party. 

  

	2.9	“Royalty Term” means the period of time commencing on the Effective Date and ending, on a country-by-country basis, upon the expiration date of the last to expire
of the COH Patents in such country. 

  

	2.10	“Sublicensee” means an entity to which Roche or its Affiliates has licensed rights pursuant to this Agreement. 

  

	2.11	“Territory” means worldwide. 

  

	2.12	“Valid Claim” shall, as applicable, mean a claim in any (i) unexpired and issued Patents that have not been disclaimed, revoked or held invalid by a final
nonappealable decision of a court of competent jurisdiction or government agency or (ii) pending patent application in the Patents in any country of the Territory that (a) is on file with the applicable patent office and has shown evidence
of reasonably consistent activity to advance to issuance of a patent and (b) which application has been on file with the applicable patent office for no more than five (5) years from the earliest date to which the patent application claims
it earliest priority. Notwithstanding the foregoing, with respect to the COH Patents, “Valid Claim” means any claim set forth in a pending patent application or issued patent included in the COH Patents which (i) has not expired, been
revoked or cancelled, been declared invalid, unpatentable or unenforceable by a final decision of a court or other government agency of competent jurisdiction, from which decision no further appeal or other legal recourse is possible, (ii) has
not been withdrawn, disclaimed, denied, admitted by the owner or its successor or assigns to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise, and (iii) with respect to any particular pending patent
application in the COH Patents, has not been pending in any country for more than [***]. 











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


	III.	LICENSE GRANT AND OPTION 

  

	3.1	MDRNA hereby grants to Roche and its Affiliates in the Territory in the Field an irrevocable, fully paid-up (other than that with regard to COH Patents for which a royalty is due
pursuant to Section 4.3), non-exclusive license (or sublicense with respect to the COH Patents), with the right to sublicense (but solely in connection with a third party collaboration for research, manufacturing, development or
commercialization of a pharmaceutical product or otherwise in connection with the research, manufacturing, development or commercialization of a Roche Licensed Product), under the Patents to develop, make, import, use, offer for sale or sell
Licensed Product. As used herein, “Field” means the field of therapeutics used in humans, except that, with respect to the COH Patents, the “Field” means the COH Field. 

  

	3.2	Notwithstanding Section 3.1, above, Roche may only sublicense the license rights granted to it hereby under the COH Patents with the prior written consent of COH, which COH may
withhold in its sole discretion; provided that if the sublicense is made in connection with the license by Roche (a) [***], or (b) in connection with [***], by or on behalf of Roche, such consent by COH shall not be unreasonably withheld.
COH shall have [***] days after receipt of a written request by Roche to approve a proposed sublicense to either consent to or deny such request by Roche. Failure of COH to answer within such [***] day period shall conclusively be deemed to
constitute consent by COH to such proposed sub-license. Roche agrees that any permitted sublicense granted by it shall provide that the obligations of Roche pursuant to Sections 3.3, 6.1 and 7.4 and Article 5 of this Agreement shall be binding upon
the Sublicensee, for the benefit of MDRNA, as if it was a party to this Agreement. Roche hereby agrees not to (i) seek the sublicense of, or otherwise grant a sublicense to, the COH Patents except in connection with [***], or (ii) [***],
provided Roche may assign this Agreement without prior written consent (a) to an Affiliate of Roche, or (b) to a third party (other than Roche or MDRNA) in connection with a merger, sale or transfer of all or substantially all of the
assigning Roche entity’s pharmaceutical business related to RNAi technology. 

  

	3.3	In connection with its exercise of its rights set forth in this Agreement, Roche shall comply with all applicable U.S. and foreign laws and regulations. 

  

	3.4	 For the period of time beginning on the Effective Date and ending [***] thereafter, MDRNA hereby grants to Roche, at no cost to Roche, a right of first negotiation
related to [***]. Roche shall have a period of [***] ([***]) days to exercise such right after its receipt from MDRNA of written notice and a summary of the applicable financial terms; and if, within the [***] ([***]) day period, the Parties do not
agree upon the license or sublicense, or Roche responds that it does not desire to obtain the license or sublicense or fails to respond, then Roche’s rights relating to such intellectual property shall terminate and MDRNA shall be free to














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


	 	 
practice such intellectual property itself and/or in collaboration with a third party (on an exclusive basis or otherwise). The provisions of this
Section 3.4 shall survive the termination of this Agreement. 


  

	3.5	Notwithstanding anything contained in this Agreement to the contrary, it is understood and agreed that the obligations of MDRNA set forth in Section 3.4 of this Agreement shall
not be binding on any assignee of MDRNA. 

  

	IV.	LICENSING CONSIDERATION 

  

	4.1	In consideration of the rights granted by MDRNA to Roche and its Affiliates under this Agreement, Roche shall pay MDRNA the consideration set out in this Article IV.


  

	4.2	As of the Effective Date, a one-time non-refundable execution fee in U.S. currency of five million dollars (US$5,000,000) is due by Roche to MDRNA. Roche shall pay such fee on the
Effective Date provided that Roche receives an invoice in such amount from MDRNA on the Effective Date. 

  

	4.3	For sales of Licensed Product made by or on behalf of Roche, its Affiliates or Sublicensees during the Royalty Term for such Licensed Product, Roche shall pay to COH a royalty on
Net Sales of such Licensed Product equal to [***] percent ([***]%) of such Net Sales. 

  

	V.	PAYMENTS, REPORTS AND RECORDS 

  

	5.1	Roche shall keep true and accurate records, and shall ensure that its Affiliates and Sublicensees keep true and accurate records, of Net Sales and the royalties payable to COH under
Section 4.3 hereof and Roche shall deliver to COH (with a copy to MDRNA) a written statement thereof within [***] days following the end of each [***] (or any part thereof in the first or last [***] of this Agreement) for such [***]
(“Royalty Statement”). Each Royalty Statement shall set forth for each product, the amount of Net Sales during that [***]. 

  

	5.2	All amounts due under this Agreement shall be paid in U.S. dollars. When calculating the Adjusted Gross Sales for countries other than the United States of America, Roche shall
convert the amount of such sales in currencies other than Swiss Francs into Swiss Francs using for internal foreign currency translation Roche’s then current standard practices actually used on a consistent basis in preparing its audited
financial statements. Upon converting the amount of Adjusted Gross Sales into Swiss Francs, Roche shall convert into US Dollars (or other currency), using the average [***] rate (currently Reuters) for the applicable [***]. All payments shall be
made by wire transfer to a designated COH account within [***] days after the end of each [***]. 











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


	5.3	Any income or other taxes which Roche is required by law to pay or withhold (ultimately) on behalf of MDRNA or COH with respect to royalties and any other moneys payable to MDRNA or
COH under this Agreement shall be deducted from the amount of such royalties and moneys due. Roche shall furnish MDRNA or COH, as applicable, with proof of such payments. Any such tax required to be paid or withheld shall be an expense of and borne
by MDRNA or COH, as applicable. Roche shall promptly provide MDRNA or COH, as applicable, with a certificate or other documentary evidence to enable MDRNA to support a claim for a refund or a foreign tax credit with respect to any such tax so
withheld or deducted by Roche. The Parties and COH, if applicable, will reasonably cooperate in completing and filing any documents required under the provisions of any applicable tax treaty or under any other applicable law, in order to enable
Roche to make such payments to MDRNA or COH, as applicable, without any deduction or withholding. 

  

	5.4	COH shall have the right to nominate an independent certified public accountant who shall have access during Roche’s annual auditing period, on reasonable notice, to the
records of Roche and/or its Affiliates and/or its Sublicensees during reasonable business hours for the purpose of verifying the royalties payable as provided in this Agreement for the [***] preceding years. This right may not be exercised more than
[***]. The accountant shall disclose to COH only information for the purpose of verifying the accuracy of the royalty report and the royalty payments made according to this Agreement. The public accountant shall not interpret the Agreement. The
audit report shall be shared by both parties at the same time. Any adjustment required by such audit shall be made within [***] days after the determination by the accountants. If the adjustment payable to COH is greater than [***] percent ([***]%)
of the amount paid for the relevant period, then the cost to COH for the audit shall be paid by Roche. The failure of COH to request verification of any royalty calculation within the period for which corresponding records must by maintained will be
deemed to be acceptance of the royalty reporting for such period. Any disputes as to the determination or amount of Net Sales shall be resolved between Roche and COH; and MDRNA shall have no obligation or liability to Roche or COH with respect to
any such dispute. 

  

	5.5	Notwithstanding the other provisions of this Section 5, with respect to any royalties due (or claimed to be due) by Roche to COH pursuant to Section 4 of this Agreement,
the provisions of Sections 3.7 and 3.8 of the COH License Agreement are incorporated herein by reference as if fully set forth herein, and Roche hereby agrees to be bound, for the benefit of COH and MDRNA, by all of the provisions therein to the
same extent that MDRNA is bound thereby. In the event of a conflict or inconsistency between the provisions of this Agreement and the provisions of Sections 3.7 and 3.8 of the COH License Agreement, the provisions of Sections 3.7 and 3.8 of the COH
License Agreement shall prevail. 











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


	VI.	PATENTS AND INFRINGEMENT OF THIRD PARTIES’ RIGHTS 

  

	6.1	In the event that any infringement of any of the Patents comes to the attention of MDRNA, Roche and/or its Affiliates, the Party with knowledge thereof shall promptly notify the
other Party thereof in writing. With respect to all Patents other than the COH Patents: (i) [***] shall have the right, but not the obligation to initiate patent infringement proceedings against any third parties suspected of infringing a claim
within the Patents; (ii) [***] shall have exclusive control over the content of such patent litigation proceedings, including the right to settle or compromise such proceedings; (iii) if [***] wishes to do so it shall at its sole
discretion undertake an infringement suit and/or settle the case with the infringing party which shall be binding on [***] and/or its Affiliates; and (iv) [***] will be informed about the undertaken steps by [***]. 

  

	VII.	REPRESENTATIONS AND WARRANTIES 

  

	7.1	MDRNA represents and warrants that it has the power, authority and the legal right to enter into this Agreement and has the ability to grant to Roche the license provided herein
without violating the terms of any agreement with either COH or any other third party. Roche represents and warrants that it has the power, authority and the legal right to enter into this Agreement without violating the terms of any agreement with
any other third party. 

  

	7.2	MDRNA represents and warrants that by Roche complying with the terms and conditions of this Agreement, MDRNA will be in compliance with the terms and conditions of the COH License
(as supplemented by the letter agreement, dated as of the Effective Date, between COH and MDRNA). EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, MDRNA MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE.


  

	7.3	MDRNA represents and warrants that it has obtained the written agreement of COH that in the event of either (i) termination of this Agreement by Roche pursuant to
Section 8.3 or Section 8.5, or (ii) termination of the COH License Agreement, Roche will have the right to obtain from COH a direct license of the same rights previously sublicensed to Roche and its Affiliates by the Company upon the
same terms and conditions set forth in the COH License Agreement, except that the terms and conditions of the COH License Agreement shall be modified to provide that: (i) the sublicensing right of Roche shall be as set forth in this Agreement
and (ii) the royalty rate shall be [***] percent ([***]%) royalty with respect to Net Sales of Licensed Products; and Roche shall have no other financial obligation to COH except for the $[***] milestone payment obligation set forth in
Section 3.6(c) of the COH License Agreement. 











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


	7.4	Except in case of a breach by MDRNA of its representations and warranties under this Article VII, MDRNA shall have no liability whatsoever to Roche and/or its Affiliates and/or
Sublicensees or any other person or entity for or on account of any claim, suit, proceeding, demand, injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or
imposed upon, Roche and/or Affiliates and/or Sublicensees or any other person, arising out of or in connection with or resulting from (1) the development, manufacture, use, or sale of any Licensed Product, (2) the activities of Roche, its
Affiliates and/or Sublicensees and/or the exercise by any of them of the license granted hereunder, and/or (3) any advertising or other promotional activities with respect to any of the foregoing (collectively, “Liabilities”);
and Roche shall hold harmless and indemnify MDRNA, COH and their respective Affiliates and sublicensees, and each of their respective officers, trustees, directors, owners, employees, agents and representatives, from and against any such Liabilities
(and costs and expenses relating to the defense thereof, including, without limitation, reasonable attorneys’ fees). 

  

	VIII.	TERMINATION 

  

	8.1	This Agreement shall expire with the last to remain of the Valid Claims covering the Licensed Product unless the Agreement is sooner terminated on grounds stipulated in this Article
VIII. 

  

	8.2	As set forth in Section 8.3 below, either party may terminate for material breach by the other party. If Roche defaults in the payment of any amount due and owing under Article
IV, MDRNA may terminate for material breach in accordance with Articles 8.3 and 8.4. 

  

	8.3	If there is a material breach by either party under this Agreement and such breach is not remedied within thirty (30) days after the date of written notice of termination for
such breach from the non-breaching party to the breaching party, then the Agreement is terminated. This termination shall be effective thirty (30) days after such written notice. 

  

	8.4	If either party disputes that there has been a material breach, that party can resolve the dispute by [***], except as provided in the last sentence of Section 5.4 relating to
the determination or amount of Net Sales. 

  

	8.5	 A Party shall have the right to terminate this Agreement upon written notice to the other Party if the other Party incurs an Insolvency Event; provided, however, in
the case of any involuntary bankruptcy proceeding, such right to terminate shall only become effective if the Party that incurs the Insolvency Event consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety
(90) days after the filing thereof. All licenses (and to the extent applicable rights) granted under or pursuant to this Agreement by MDRNA to Roche are, and shall 













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


	 	 
otherwise be deemed to be, for purposes of Section 365(n) of Title 11, US Code (the “Bankruptcy Code”) licenses of rights to
“intellectual property” as defined under Section 101(60) of the Bankruptcy Code. Unless Roche elects to terminate this Agreement, the Parties agree that Roche, as a licensee or sub-licensee of such rights under this Agreement, shall
retain and may fully exercise all of its rights and elections under the Bankruptcy Code, subject to the continued performance of its obligations under this Agreement. 


  

	8.6	This section and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit their complete fulfilment or discharge:


  

	 	(a)	MDRNA’s right to receive or recover and Roche’s obligation to pay amounts accrued at the date of termination under Article IV of this Agreement. 


 

	 	(b)	Roche’s obligation to maintain, and ensure Affiliates and Sublicensees to maintain, records and make them available. 

  

	 	(c)	The representations, warranties and indemnities of this Agreement. 

  

	8.7	Roche shall have the right to terminate this Agreement in whole, or on a patent-by-patent basis, upon thirty (30) days prior written notice. 

  

	IX.	ASSIGNABILITY 

  

	9.1	MDRNA shall have the right to assign this Agreement together with all rights and obligations. Roche shall have the right to assign this Agreement to an Affiliate without
MDRNA’s consent and to a third party with MDRNA’s consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, to the extent relating to the COH Patents, Roche may not assign this Agreement, provided Roche may
assign this Agreement with respect to the COH Patents without prior written consent (a) to an Affiliate of Roche, or (b) to a third party (other than Roche or MDRNA) in connection with a merger, sale or transfer of all or substantially all
of the assigning Roche entity’s pharmaceutical business related to RNAi technology. 

  

	X.	SEVERABILITY 

  

	10.1	The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining
provisions shall not be affected thereby. 

  

	XI.	WAIVER, INTEGRATION, ALTERATION 











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	11.1	The waiver of a breach hereunder may be effected only by a written document signed by the waiving party and shall not constitute a waiver of any other breach.


  

	11.2	This Agreement represents the entire understanding between the parties, and supersedes all other agreements, express or implied, between the parties concerning Patents and shall be
binding on the parties, its successors and permitted assignees. 

  

	11.3	A provision of this Agreement may be altered only by a written document signed by the parties. 

  

	XII.	DISPUTE RESOLUTION 

  

	12.1	The parties hereto shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation. If the matter can not be resolved in the
normal course of business any interested party shall [***]. 

  

	12.2	If the parties are unable to resolve any dispute arising under this Agreement within [***] days of the disputing party’s written notice, or if the parties fail to meet within
[***] days as from such notice, either Party may seek any remedy available at law or equity. 

  

	12.3	This Article XII shall not be construed to limit or to preclude either party from bringing any action in any court of competent jurisdiction for injunctive or other provisional
relief as necessary or appropriate. 

  

	XIII.	APPLICABLE LAW 

  

	13.1	This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey,
USA, without regard to its conflict of laws principles. 

  

	XIV.	NOTICES AND COMMUNICATIONS 

  

	14.1	All written communications, reports and notices between the parties shall be in English and shall be delivered or sent by prepaid mail, registered mail, Federal Express or other
recognized overnight courier, or facsimile transmission to the attention of the party at the addresses noted below, or any other addresses of which either party shall notify the other party in writing. 

  

			
	 For MDRNA:
	  	MDRNA, Inc.
		  	 Attention: Chief Executive Officer
 3830 Monte Villa
Parkway












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


			
		  	 Bothell, WA 98021 USA
 Fax: +1 425 908
3101

		
		  	With a copy to MDRNA, Inc., Attn. Legal Department, at the same address
		
	For Roche:	  	 F. Hoffmann-La Roche Ltd
 Grenzacherstrasse
124
 4070 Basel
 Switzerland
 Attn: Legal Department
 Facsimile No.: +41 61 688 13 96

		
	and	  	 Hoffmann-La Roche Inc.
 340 Kingsland
Street
 Nutley, New Jersey 07110
 U.S.A.
 Attn. Corporate Secretary
 Facsimile No.: +1 973 235-3500


 Notices sent by prepaid or registered mail shall be effective on the date delivered, notices sent
by overnight courier shall be effective on the next day and notices sent by facsimile shall be effective on the date transmitted. 
  

			
	 14.2 Invoices shall be sent to:
	  	 Hoffmann-La Roche Inc.
 340 Kingsland
Street
 Nutley, New Jersey 07110
 U.S.A.
 Attn. Corporate Finance


  

	XV.	FORCE MAJEURE 

  

	15.1	If an event beyond the control of either of the parties to this Agreement prevents a party from performing its obligations under this Agreement for the duration of the event, then
such party shall not be in breach of this Agreement while such event is ongoing. An event beyond a party’s control includes a strike, labour dispute, action of a government, and an act of God. However, either party may terminate this Agreement
if such event continues for more than three (3) months, by giving the other party written notice. 

  

	XVI.	DISCLOSURE OF AGREEMENT 

  

	16.1	 Except as required by law, neither Party shall not release any information to any third person, other than an Affiliate, with respect to the existence or terms of
this 













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


	 	 
Agreement without the prior written consent of the other Party. This prohibition includes, but is not limited to, press releases, educational and scientific
conferences, promotional materials, governmental filings, and discussions with lenders, investment bankers, public officials, and the media. Notwithstanding the foregoing, the Parties have agreed that MDRNA shall provide COH with an executed copy of
this Agreement and may issue a press release, in the form attached hereto as Exhibit 1 promptly following the Effective Date. The Parties understand and agree that MDRNA shall be required to submit a copy of this Agreement to the U.S. Securities
Exchange Commission (the “SEC”); and in connection therewith, MDRNA agrees to use commercially reasonable efforts to obtain the consent of the SEC to allow MDRNA to redact appropriate portions of this Agreement.



  

	16.2	If a Party determines a release of such information is required by law, it shall notify the other Party in writing within a reasonable time before the time of the proposed release
and, to the extent reasonably practicable, shall provide the other Party with an opportunity to redact its confidential or proprietary information and/or seek a protective order or other similar relief. The notice shall include the exact text of the
proposed release and the time and manner of the release. 

 [Signature page to follow.] 










 [*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.] 
  

 IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized
officers on the respective dates and at the respective places hereinafter set forth. 
  

									
	MDRNA, INC.	 		 	
			
	/s/ J. Michael French	 		 	Date: 2/10/09
	By:	 	J. Michael French	 		 		 	
	Title:	 	President and CEO	 		 		 	
			
	HOFFMANN-LA ROCHE INC.	 		 	
			
	/s/ Frederick C. Kentz, III	 		 	Date: 2/12/09
	By:	 	Frederick C. Kentz, III	 		 		 	
	Title:	 	Vice President	 		 		 	
			
	F. HOFFMANN-LA ROCHE LTD	 		 	
			
	/s/ Nigel Sheal	 		 	Date: 2/12/09
	By:	 	Nigel Sheal	 		 		 	
	Title:	 	Vice President, Global Head Licensing	 		 		 	
			
	/s/ Melanie Freywick	 		 	Date: 2/12/09
	By:	 	Melanie Freywick	 		 		 	
	Title:	 	Authorized Signature	 		 		 	
			
	Agreed and accepted:	 		 	
			
	CITY OF HOPE	 		 	
			
	/s/ Larry A. Couture, Ph.D.	 		 	Date: 2/12/09
	By:	 	Larry A. Couture, Ph.D.	 		 		 	
	Title:	 	Sr. VP for Technology Development	 		 		 	











 [*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.] 
  

 SCHEDULE A 
  

							
	 DOCKET #
	  	 APP. SERIAL #
 FILING DATE (FD)
 EARLIEST PRIORITY
 DATE (EPD)
	  	 PRIORITY
DOCUMENTS
	  	 TITLE

	 03-10P1
	  	 U.S. 60/497,740
 FD: 8/25/2003
 EPD: N/A
	  	N/A	  	NANOPARTICLES FOR DELIVERY OF NUCLEIC ACIDS AND STABLE DOUBLE-STRANDED RNA
				
	 03-10C1P
	  	 U.S. 11/219,625
 FD: 9/2/2005
 EPD: 8/25/2003
	  	 U.S. 60/497,740
 U.S. 10/925,314
	  	DOUBLE-STRANDED RIBONUCLEIC ACID MOLECULES HAVING RIBOTHYMIDINE
				
	 03-10C1P-PCT
	  	 PCT/US2006/020627
 FD: 5/25/2006
 EPD: 9/2/2005
	  	 U.S. 11/219,625
 U.S. 11/219,582
 U.S. 60/720,072
 U.S. 11/361,793
 U.S. 60/796,274
	  	MODIFICATION OF DOUBLE-STRANDED RIBONUCLEIC ACID MOLECULES
				
	 03-10US2
	  	 U.S. 12/065,604
 FD: 3/3/2008
 EPD: 9/23/2005
	  	 U.S. 60/720,072
 PCT/US2006/020627
	  	MODIFICATION OF DOUBLE-STRANDED RIBONUCLEIC ACID MOLECULES
				
	 05-13P1
	  	 U.S. 60/720,072
 FD: 9/23/2005
 EPD: N/A
	  	N/A	  	CHEMICALLY MODIFIED DOUBLE-STRANDED RIBONUCLEIC ACIDS AND PEPTIDES
				
	 06-14P1
	  	 U.S. 60/796,274
 FD: 4/27/2006
 EPD: N/A
	  	N/A	  	COMPOSITIONS AND METHODS EMPLOYING UNIVERSAL-BINDING NUCLEOTIDES FOR TARGETING MULTIPLE GENE VARIANTS WITH A SINGLE siRNA DUPLEX
				
	 06-14US
	  	 U.S. 11/610,403
 FD: 12/13/2006
 EPD: 4/27/2006
	  	U.S. 60/796,274	  	COMPOSITIONS AND METHODS EMPLOYING UNIVERSAL-BINDING NUCLEOTIDES FOR TARGETING MULTIPLE GENE VARIANTS WITH A SINGLE siRNA DUPLEX

  

 Page 1 of 4 









 [*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.] 
  

 SCHEDULE A 
  

							
	 DOCKET #
	  	 APP. SERIAL #
 FILING DATE (FD)
 EARLIEST PRIORITY
 DATE (EPD)
	  	 PRIORITY
DOCUMENTS
	  	 TITLE

	 06-34P1
	  	 U.S. 60/862,027
 FD: 10/18/2006
 EPD: N/A
	  	N/A	  	COMPOSITIONS AND METHODS EMPLOYING GAPPED OR NICKED SIRNA MOLECULES
				
	 07-04P1
	  	 U.S. 60/893,059
 FD: 3/5/2007
 EPD: N/A
	  	N/A	  	COMPOSITIONS AND METHODS OF USING GAPPED OR NICKED DOUBLE-STRANDED NUCLEIC ACID MOLECULES
				
	 07-04P2
	  	 U.S. 60/910,393
 FD: 4/5/2007
 EPD: N/A
	  	N/A	  	COMPOSITIONS AND METHODS OF USING GAPPED OR NICKED DOUBLE STRANDED NUCLEIC ACID MOLECULES
				
	 07-04P3
	  	 U.S. 60/955,317
 FD: 8/10/2007
 EPD: N/A
	  	N/A	  	COMPOSITIONS AND METHODS OF USING DOUBLE-STRANDED NUCLEIC ACID MOLECULES CONTAINING ONE OR MORE GAP OR NICK
				
	 07-04P4
	  	 U.S. 60/969,136
 FD: 8/30/2007
 EPD: N/A
	  	N/A	  	COMPOSITIONS AND METHODS OF USING DOUBLE-STRANDED NUCLEIC ACID MOLECULES CONTAINING ONE OR MORE GAP OR NICK
				
	 07-04PCT
	  	 PCT/US2007/081836
 FD: 10/18/2007
 EPD: 10/18/2006
	  	 U.S. 60/969,136
 U.S. 60/955,317
 U.S. 60/910,393
 U.S. 60/862,027
	  	NICKED OR GAPPED NUCLEIC ACID MOLECULES AND USES THEREOF
				
	 [***]
	  	[***]	  	[***]	  	[***]
				
	 [***]
	  	[***]	  	[***]	  	[***]
				
	 08-07PCT
	  	 PCT/US2008/64417
 FD: 5/21/2008
 EPD: 5/22/2007
	  	 PA 200800534
 PA 200701785
 PA 200701718
 PA 200700751
	  	HYDROXYMETHYL SUBSTITUTED RNA OLIGONUCLEOTIDES AND RNA COMPLEXES
				
	 [***]
	  	[***]	  	[***]	  	[***]

  

 Page 2 of 4 









 [*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.] 
  

 SCHEDULE A 
  

							
	 DOCKET #
	  	 APP. SERIAL #
 FILING DATE (FD)
 EARLIEST PRIORITY
 DATE (EPD)
	  	 PRIORITY
DOCUMENTS
	  	 TITLE

	 [***]
	  	[***]	  	[***]	  	[***]
				
	 City of Hope
	  	 PCT/US2005/008477
 FD: 3/15/2005
 EPD: 3/15/2004
	  	U.S. 60/553,487	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 11/079,906
 FD: 3/15/2005
 EPD: 3/15/2004
	  	U.S. 60/553,487	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 11/079,476
 FD: 3/15/2005
 EPD: 3/15/2004
	  	U.S. 60/553,487	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 11/797,216
 FD: 6/1/2007
 EPD: 3/15/2004
	  	 U.S. 60/553,487
 U.S. 11/079,906
	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 12/137,914
 FD: 6/12/2008
 EPD: 3/15/2004
	  	 U.S. 60/553,487
 U.S. 11/079,476
	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 12/138,215
 FD: 6/12/2008
 EPD: 3/15/2004
	  	 U.S. 60/553,487
 U.S. 11/079,906
	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 12/143,002
 FD: 6/20/2008
 EPD: 5/1/2007
	  	U.S. 11/797,216	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S 12/143,006
 FD: 6/20/2008
 EPD: 5/1/2007
	  	U.S. 11/797,216	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA

  

 Page 3 of 4 









 [*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.] 
  

 SCHEDULE A 
  

							
	 DOCKET #
	  	 APP. SERIAL #
 FILING DATE (FD)
 EARLIEST PRIORITY
 DATE (EPD)
	  	 PRIORITY
DOCUMENTS
	  	 TITLE

	 City of Hope
	  	 U.S. 12/143,009
 FD: 6/20/2008
 EPD: 5/1/2007
	  	U.S. 11/797,216	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 12/143,024
 FD: 6/20/2008
 EPD: 5/1/2007
	  	U.S. 11/797,216	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 U.S. 12/143,027
 FD: 6/20/2008
 EPD: 5/1/2007
	  	U.S. 11/797,216	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA
				
	 City of Hope
	  	 PCT/US2008/004726
 FD: 4/11/2008
 EPD: 5/1/2007
	  	U.S. 11/797,216	  	METHODS AND COMPOSITIONS FOR THE SPECIFIC INHIBITION OF GENE EXPRESSION BY DOUBLE-STRANDED RNA

  

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