Exhibit 10.1


 


EXECUTION


 


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This Amended and Restated
Employment Agreement (this “Agreement”), is executed and entered into on the 15th day of September, 2014,
by and between Marina Biotech, Inc., a Delaware corporation (the “Company”), with offices c/o Pryor Cashman LLP, 7
Times Square, New York, NY 10036 and J. Michael French, an individual resident of the State of Florida and with a mailing address
c/o Pryor Cashman LLP, 7 Times Square, New York, NY 10036 (the “Executive”), effective as of September 15, 2014 (the
“Effective Date”),


 


W I T N E S S E T H :


 


WHEREAS, the Company and the Executive entered
into that certain Employment Agreement dated June 10, 2008 ( as amended prior to the date hereof, the “Original Employment
Agreement”); and


 


WHEREAS, the Company and the Executive wish
to amend and restate the Original Employment Agreement in its entirety, as set forth in this Agreement, which shall set forth the
Executive’s terms of employment as Chief Executive Officer and President of the Company;


 


NOW THEREFORE, in consideration of the mutual
promises and agreements herein and for other good and valuable consideration the receipt and sufficiency of which are hereby mutually
acknowledged, the Company and the Executive agree as follows:


 


1.          Application
and Effectiveness of Agreements.   Effective as of the Effective Date, this Agreement shall govern (i) the employment relationship
between the Company and the Executive and (ii) other matters as set forth herein.


 


2.          Employment;
Responsibilities and Authority; Definitions.


 


(a)         Subject
to the terms and conditions of this Agreement, the Company shall employ the Executive as its President and Chief Executive Officer
during the Employment Period (as defined in Section 3, below) and the Executive shall perform such acts and duties and furnish
such services to the Company and its Subsidiaries (as defined below) as the Board of Directors of the Company (the “Board”)
shall from time to time direct.


 


(b)         Subject
to the terms and conditions of this Agreement, the Executive hereby accepts such employment and agrees to devote his full time
and continuous best efforts to the duties provided for herein.


 


(c)         For
purposes of this Agreement: (1) the “Business of the Company” means the description of the Company’s business
as is described in Part I, Item 1 of the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities
and Exchange Commission (provided, however, that for purposes of Sections 18(b) through (e) hereof, “Business of the
Company” shall mean the Company’s business as of the date of termination of Executive’s employment, as the same
may have changed since the Effective Date), and (2) the


 




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term “Subsidiary” means a corporation
or other entity that is at least majority owned, directly or indirectly, by the Company.


 


3.          Term;
Employment Period.   The “Employment Period” under this Agreement shall commence on the Effective Date and shall
terminate at the close of business on September 14, 2017 unless it is (a) extended by written agreement between the parties or
by continuing employment of the Executive by the Company as provided in the following sentence or (b) earlier terminated pursuant
to Section 11 hereof. If the Executive shall remain in full-time employment by the Company beyond what would otherwise be
the end of the Employment Period without any written agreement between the parties, this Agreement and the Employment Period shall
be deemed to continue on a quarter-to-quarter basis and either party shall have the right to terminate the Executive’s employment
hereunder at the end of any ensuing fiscal quarter on written notice of at least ninety (90) days.


 


4.          Salary.             For services rendered to the Company during the Employment Period, the Company shall compensate the Executive with a base salary,
payable in semi-monthly installments, which initially shall be four hundred twenty-five thousand dollars ($425,000) per annum commencing
as of April 1, 2014 (the “Base Salary”). The Company shall pay Executive a lump sum within thirty (30) days following
full execution of this Agreement, with such amount being the excess of Executive’s Salary Base Salary hereunder from April
1, 2014 through the date hereof, over whatever compensation the Company has paid Executive through the date hereof.


 


5.          Incentive
Cash Compensation.


 


(a)         For
the Company’s fiscal year that began on January 1, 2014, and for each subsequent fiscal year or portion thereof during
the Employment Period, the Executive shall also be eligible to receive incentive cash compensation based on the Executive’s
performance in relation to the performance areas and performance targets which the Board or Compensation Committee shall determine
and communicate to the Executive as described below (the “Annual Bonus Plan”). The targeted amount of such Annual Bonus
Plan shall be fifty percent (50%) of the Executive’s Base Salary for such year; provided, however, that the Executive and
the Company acknowledge that the amount actually paid to the Executive pursuant to this Section 5 for any fiscal year or portion
thereof may be nil, or may be more or less than said targeted amount.


 


(b)         The
Board shall establish performance criteria for determination of the incentive cash compensation that will be payable to the Executive
with respect to each fiscal year of the Company. To the extent possible, such criteria shall be established, as to each fiscal
year, prior to the end of the second month of such fiscal year. As an example, such performance criteria may be comprised of several
designated performance areas and one or more performance targets in each area. The Company acknowledges that the business objectives
used in determining the Executive’s incentive cash compensation, and the performance areas and performance targets referred
to herein, shall be based on the input and recommendations of the Company’s Chair and that, in exercising its review and
supervisory role with respect to the determination and adoption of those performance areas and performance targets, the Board or
the Compensation Committee, as the case may be, shall act reasonably and in consultation and cooperation with the Chair and consistently
with past practice.


 


(c)         As
soon as practical, and absent unforeseen circumstances no later than sixty (60) days following the end of each fiscal year of the
Company, the Board shall determine, reasonably and in good faith, the extent to which the applicable performance criteria for such
fiscal year shall have been achieved and, accordingly,


 




    	 



    	 



    

 


shall cause the appropriate amount of incentive
cash compensation to be paid to the Executive no later than the 15th day of the third month following the end of the
fiscal year to which such incentive cash compensation relates. If unforeseen developments occur that in the opinion of the Board
make the performance areas and/or targets previously determined unachievable, infeasible, or inadvisable — and therefore
inappropriate as a measure of the performance of the Executive — the Board shall consider in good faith the extent to which
the actual performance of the Executive nevertheless warrants payment of the amounts that would have been payable if the performance
criteria had been achieved; and, to such extent, payment shall be made to the Executive.


 


6.          Stock
Options.   The Company and the Executive hereby acknowledge that the Board of Directors has granted, or shall grant, to the Executive
options to purchase shares of common stock of the Company, as more fully set forth in this Section 6 (the “Outstanding Options”).
The terms of the grant agreements granting such Outstanding Options shall govern the rights and obligations of the Executive with
respect thereto, subject, however, to the provisions of Sections 12 and 21 of this Agreement, if and as applicable. On September
15, 2014, the Company granted to the Executive options to purchase up to 771,000 shares of common stock at an exercise price of
$1.07 per share. One-third of such options shall vest on the first anniversary of the grant date, one-third of such options shall
vest monthly in equal installments commencing after the first anniversary of the grant date and shall be vested in full on the
second anniversary of the grant date, and one-third of the options shall vest monthly commencing after the second anniversary of
the grant date and shall be vested in full on the third anniversary of the grant date.


 


It is intended that all of these Outstanding
Options qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, and the remaining Outstanding
Options shall be treated as non-qualified options. It is further intended that the incentive stock options shall vest such that,
as nearly as possible, the aggregate fair market value prices of those incentive stock options which first become exercisable in
each of calendar years 2014 through 2017 shall be $100,000 in each such year.


 


7.          Board.   During the Employment Period, the Company shall cause the nomination and recommendation of the Executive for election as a director
at the annual shareholders’ meetings that may occur during the Employment Period, and use all best efforts to cause Executive
to be elected as a non-independent director. Upon termination of Executive’s employment for any reason, Executive shall immediately
resign from the Board and shall be deemed to have immediately for all purposes to have resigned from the Board and from all other
positions with the Company and Subsidiaries, unless the Executive and Board otherwise agree. Executive’s failure to be appointed
and/or re-elected to the Board shall constitute a material breach of this Agreement by the Company.


 


8.          Intentionally
Omitted.


 


9.          Benefits.   During the Employment Period, the Company shall provide or cause to be provided to the Executive at least such employee benefits
as are generally provided to other executive officers of the Company.


 


10.        Paid
Time Off.   The Executive shall be entitled to paid time off in accordance with the Company’s policies in effect from time
to time for executive officers of the Company.


 




    	 



    	 



    

 


11.         Termination.



 


(a)         Executive’s
employment by the Company shall be “at will.” Either the Company or the Executive may terminate Executive’s employment
by the Company at any time, with or without Cause or Good Reason (as such terms are defined below), in its or his
sole discretion. In addition, the Executive’s employment by the Company shall be terminated by his death or “Disability”
(as defined below). Termination of the Executive’s employment as provided for herein shall terminate the Employment Period.


 


(b)         For
purposes of this Agreement, in the case of a termination of the Executive’s employment hereunder by the Executive, the term
“Good Reason” shall have the meaning set forth for it below; in the case of a termination of the Executive’s
employment hereunder by the Company, the term “Cause” shall have the meaning set forth for it below; and the other
terms set out below in this Section 11 shall have the meanings provided for them respectively:


 


(i)          “Good
Reason” shall mean (i) any material diminution in the Executive’s authority, duties, or responsibilities; (ii) any
material diminution of the Executive’s Base Salary; or (iii) any other action or inaction that constitutes a material breach
by the Company of the Agreement (including the Executive’s failure to be appointed and/or re-elected to the Board as provided
in Section 7); provided that, the Executive must notify the Company in writing of the existence of a Good Reason
within 90 days of the initial event giving rise to such Good Reason, the Company must fail to cure said Good Reason within sixty
(60) days of Executive’s written notification, and Executive must terminate his employment with the Company for Good Reason
by the end of the year following the year in which such Good Reason condition arose.


 


(ii)         “Cause”
shall mean (i) the Executive’s willful and repeated failure to perform his duties hereunder or to comply with any reasonable
and proper direction given by the Board, which failure continues for a period of thirty (30) days following receipt by the
Executive of written notice from the Company containing a specific description of any such alleged failure(s) and a demand for
immediate cure thereof; (ii) Executive’s indictment of or being charged for a felony or criminal offense involving moral
turpitude; (iii) the Executive’s commission of an act of fraud or theft against the Company; or (iv) the Executive’s
material violation of any of the terms, covenants, representations or warranties contained in this Agreement provided that,
in the case of this clause “iv,” if such violation is subject to cure and effective remediation by the Executive, such
violation is not so cured and remediated by the Executive within thirty (30) days following receipt by the Executive of written
notice from the Company containing a reference to the violation and a demand for immediate cure thereof.


 


(c)         “Disability”
shall mean that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a continuous  period of not less
than twelve (12) months, as determined by an independent physician chosen jointly by the Executive and the Company.


 


(d)         “Termination
Date” shall mean (i) if this Agreement is terminated on account of death, the date of death; (ii) if this Agreement
is terminated for Disability, the date that such Disability is established; (iii) if this Agreement is terminated by the Company
or by the Executive, the effective date of the termination as


 




    	 



    	 



    

 


provided in Section 11(a) hereof; or (iv) if
this Agreement expires by its terms, September 14, 2017 or, if later, the expiration of the Employment Period.


 


12.          Severance.


 


(a)          Subject
to Section 21 hereof, if (i) the Company terminates the employment of the Executive during any Employment Period and
without Cause, or (ii) the Executive terminates his employment during any Employment Period for Good Reason, then (A) Executive
shall be entitled to receive accrued but unpaid Base Salary (the “Accrued Salary Payment”), incentive cash compensation
(determined on a pro-rated basis by multiplying the incentive cash compensation the Company determines Executive has earned for
the fiscal year of termination by a fraction, the numerator of which is the number of days elapsed in the fiscal year as of the
Termination Date and the denominator of which is 365) (the “Bonus Payment”), pay for accrued but unused paid time off
(the “Vacation Payment”), and reimbursement for expenses (the “Reimbursement Payment”) pursuant to Section 13
hereof through the Termination Date, and an amount equal to twelve (12) months of the Executive’s specified Base Salary
hereunder (the “Severance Payment”); and (B) notwithstanding the vesting and exercisability provisions otherwise
applicable to Outstanding Options, all of such options shall be fully vested and exercisable upon such termination and shall remain
exercisable as specified in the option grant agreements. Executive must satisfy the release requirement (“Release Requirement”)
described below in order to receive the Severance Payment and Bonus Payment. The Company shall pay the Accrued Salary Payment,
the Vacation Payment, and the Reimbursement Payment to Executive within thirty (30) days after the date of such termination. The
Company shall pay the Bonus Payment to the Executive at the time provided in Section 5(c), provided the Release Requirement is
satisfied. The Company shall pay the Executive the Severance Payment in semi-monthly installments, with the first payment being
made on the Company’s first payroll date following the date the Release Requirement is satisfied, with the first payment
being a “catch-up” for missed payments retroactive to the Termination Date, provided, however,
that any such payments that would jeopardize the ability of the Company to continue as a going concern will be delayed and not
paid to the Executive until such time as such payments would no longer have such effect and provided, further,
that any such payments also are subject to the restrictions contained within Section 30, if applicable. Notwithstanding the foregoing,
the Company shall not be required to pay any part of the Bonus Payment or Severance Payment for any period following the Termination
Date if it shall have been determined in writing by a court of competent jurisdiction or by any arbitrator appointed pursuant to
Section 27 that the Executive has materially violated the provisions of Section 18, 19, or 20 of this Agreement and such
violation has not been cured within thirty (30) days following receipt of written notice from the Company containing a description
of the violation and a demand for immediate cure. The Company also may withhold any such payments while it pursues such determination.


 


(b)          Subject
to Section 21 hereof, if (A) the Executive voluntarily terminates his employment during any Employment Period other than
for Good Reason or (B) the Executive’s employment is terminated by the Company during any Employment Period for Cause,
then the Executive shall be entitled to receive only the Accrued Salary Payment, the Vacation Payment, and the Reimbursement Payment;
vesting of Outstanding Options shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with
the then-vested Outstanding Options remaining vested and exercisable as specified in the option grant agreements). The Company
shall pay the Accrued Salary Payment, the Vacation Payment, and the Reimbursement Payment to Executive within thirty (30) days
after the date of such termination.


 




    	 



    	 



    

 


(c)          Subject
to Section 21 hereof, if the Executive’s employment is terminated during any Employment Period due to death or Disability,
the Executive (or his estate or legal representative as the case may be) shall be entitled to receive the Accrued Salary Payment,
the Vacation Payment, the Reimbursement Payment; the Bonus Payment; and a lump sum equal to Base Salary at the rate in effect on
the date of such termination for the lesser of (i) twelve (12) months and (ii) the remaining term of this Agreement
at the time of such termination (the “Disability/Death Payment”). In such case, vesting of the Outstanding Options
shall cease on such Termination Date, and any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding
Options remaining vested and exercisable as specified in the option grant agreements). The Company shall pay the Accrued Salary
Payment, the Vacation Payment, and the Reimbursement Payment to Executive (or his estate or legal representative as the case may
be) within thirty (30) days after the date of such termination. The Company shall pay the Bonus Payment to the Executive (or his
estate or legal representative as the case may be) at the time provided in Section 5(c). The Company shall pay the Executive (or
his estate or legal representative as the case may be) the Disability/Death Payment in a lump sum within thirty (30) days after
the date of such termination, provided, however, that if such payment would jeopardize the ability
of the Company to continue as a going concern, it will be delayed and not paid to the Executive (or his estate or legal representative
as the case may be) until such time as such payment would no longer have such effect.


 


(d)          In
addition to the provisions of Section 12(a), 12(b), or 12(c), hereof, as the case may be, to the extent COBRA shall be applicable
or as provided by law, the Executive and/or his dependents shall be entitled to continuation of group health plan benefits for
the periods provided by law following the Termination Date if the Executive (or his survivors) makes the appropriate election and
payments; provided, further, that if the Executive and/or his survivors are entitled to severance under Section 12(a) or 12(c)
hereof, and the Executive and/or his survivors elect COBRA coverage under a group health plan maintained by the Company (“COBRA
Coverage”), the Company shall pay to the Executive (or his estate or legal representative as the case may be) each month
for the twelve (12) month period following his Termination Date, an amount which is equal to the excess of the cost of COBRA Coverage
which corresponds to the group health plan coverage he maintained for himself and his dependents immediately prior to the termination
of his employment over what the Company employees pay for such coverage.


 


(e)          Subject
to Section 21 hereof, the Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation,
severance or other benefits other than those specifically set forth or referred to in this Agreement.


 


(f)          In
order to satisfy the Release Requirement, Executive must (i) execute a full general release in form and substance acceptable to
the Company, releasing all claims, known or unknown, that Executive may have against Company or its affiliates arising out of or
in any way related to Executive’s employment or termination of employment with Company, and such release must become effective
and irrevocable in accordance with its terms on or before the 60th day following the termination of Executive’s
employment and (ii) continue to comply with the terms of this Agreement. In the event that Executive does not satisfy the Release
Requirement, Executive shall forfeit all payments subject to the requirements of the Release Requirement. If the period of time
Executive has to consider and/or revoke such release falls into two calendar years, the Company will begin paying the Severance
Payment as soon as practicable in the later calendar year, but in no event later than March 15 of such later year.


 




    	 



    	 



    

 


13.         Expenses.   The Company shall pay or reimburse the Executive for all expenses that are reasonably incurred by him in furtherance of his duties
hereunder and such further expenses as may be authorized and approved by the Company from time to time. In addition, the Company
shall reimburse the Executive for the costs of his legal counsel incurred in connection with the review and negotiation of this
Agreement, in an amount not to exceed $2,000.


 


14.         Facilities
and Services.   The Company shall furnish the Executive with office space, secretarial and support staff, and such other facilities
and services as shall be reasonably necessary for the performance of his duties under this Agreement.


 


15.         Mitigation
Not Required.   In the event this Agreement is terminated, the Executive shall not be required to mitigate his losses or the
amounts otherwise payable hereunder by seeking other employment or otherwise. The Executive’s acceptance of any other employment
shall not diminish or impair the amounts otherwise payable to the Executive hereunder.


 


16.         Place
of Performance.   The Executive shall perform his duties at the main offices of the Company, or such other location from time
to time as the Board shall reasonably permit, subject to reasonable travel requirements which may be authorized and directed from
time to time by the Board.


 


17.         Insurance
and Indemnity.   With respect to his service hereunder, the Company shall maintain, at its expense, customary directors’
and officers’ liability and errors and omissions insurance covering the Executive and, if such coverage is available at reasonable
cost, for all other executive officers and directors of the Company, in an amount both deemed appropriate by the Company and available
in the marketplace. To the extent such defense and indemnification are not fully and irrevocably provided by Company-supplied insurance,
the Company shall defend and indemnify the Executive, to the fullest extent permitted by law, from and against any liability asserted
against or incurred by the Executive (a) by reason of the fact that the Executive is or was an officer, director, employee,
or consultant of the Company or any affiliate or related party or is or was serving in any capacity at the request of the Company
for any other corporation, partnership, joint venture, trust, employment benefit plan or other entity or enterprise or (b) in
connection with any action(s), omission(s), or occurrence(s) during the course of such service or such status as an officer, director,
employee, or consultant of or to any of the foregoing. The Company’s obligations under this Section 17 shall survive
the termination of the Executive’s employment hereunder and any termination of this Agreement.


 


18.         Non-Competition.


 


(a)         The
Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Company, he will not during the
Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for,
or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling
technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or
with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or
any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute
less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly
of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this
paragraph.


 




    	 



    	 



    

 


(b)          In
addition, the Executive agrees that, for a period of six (6) months after the end of the Executive’s employment by the
Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event
the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction
with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than
five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any
capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which
is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive
with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the
Company or which are directly competitive with any technology, products, or services being actively developed by the Company or
any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at
the Company.


 


(c)          Executive
further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment
is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable),
to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified
research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that
would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to
any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then
being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries.


 


(d)          Executive
further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment
by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which
event the following shall be inapplicable), that he will not, directly or indirectly, as a sole proprietor, member of a partnership
or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person,
firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business
from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company
or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or
prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive,
in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year
prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive,
or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would
be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products
or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively
developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries.


 


(e)          The
Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or
damage suffered by the Company upon any breach of the terms of this Section 18 by the Executive, and the Executive therefore
agrees that the Company, in addition to recovering


 




    	 



    	 



    

 


on any claim for damages or obtaining any other
remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain
any other appropriate remedy available in equity.


 


(f)          The
time periods (if applicable) of the covenants contained in this Section 18 shall be extended by any and all periods during which
Executive is in breach of such covenants.


 


19.         Assignment
of Patents.   Executive shall disclose fully to the Company any and all discoveries he shall make and any and all ideas, concepts
or inventions he shall conceive or make that are related or applicable to the Business of the Company or of any of its Subsidiaries
or to any other products, services, or technology in medicine or the health sciences in which the Company shall during the Employment
Period undertake, or actively and in good faith consider, research or commercial involvement; provided, however, that either (a) such
discovery(ies), idea(s), concept(s) and/or invention(s) are made by the Executive during the Employment Period or (b) such
discovery(ies), idea(s), concept(s) and/or invention(s) are made by the Executive during the period of six (6) months after
his employment terminates and are in whole or in part the result of his work with the Company. Such disclosure is to be made promptly
after each such discovery or conception, and each such discovery, idea, concept or invention will become and remain the property
of the Company, whether or not patent applications are filed thereon. Upon the request and at the expense of the Company, the Executive
shall (i) make application through the patent solicitors of the Company for letters patent of the United States and any and
all other countries at the discretion of the Company on such discoveries, ideas and inventions, and (ii) assign all such applications
to the Company, or at its order, without additional payment by the Company except as otherwise agreed by the Company and the Executive.
The Executive shall give the Company, its attorneys and solicitors, reasonable assistance in preparing and prosecuting such applications
and, on request of the Company, execute such papers and do such things as shall be reasonably necessary to protect the rights of
the Company and vest in it or its assigns the discoveries, ideas or inventions, applications and letters patent herein contemplated.
Said cooperation shall also include such actions as are reasonably necessary to aid the Company in the defense of its rights in
the event of litigation. This Section 19 shall not apply to any invention for which no equipment, supplies, facilities, or
trade secret information of the Company or its Subsidiaries was used, and which was developed entirely on the Executive’s
own time, unless (i) the invention relates directly to the Business of the Company or of any of its Subsidiaries or to the
actual or demonstrably anticipated research or development of the Company or of any of its Subsidiaries, or (ii) the invention
results from any work performed by the Executive for the Company.


 


20.         Trade
Secrets.


 


(a)          In
the course of the term of this Agreement, it is anticipated that the Executive shall have access to secret or confidential technical,
scientific and commercial information, records, data, formulations, specifications, systems, methods, plans, policies, inventions,
material and other knowledge that is (are) specifically related or applicable to the Business of the Company or of any of
its Subsidiaries or to any other products, services, or technology in medicine or the health sciences in which the Company shall
during the Employment Period undertake, or actively and in good faith consider, research or commercial involvement and that is/are
owned by the Company or its Subsidiaries (“Confidential Material”). The Executive recognizes and acknowledges that
included within the Confidential Material are the following as they may specifically relate or be applicable to the Company’s
Business or technology, or to current or specifically contemplated future Company products or services: the Company’s confidential
commercial information, technology, formulations and know-how, methods of manufacture, chemical formulations, device designs, pending
patent


 




    	 



    	 



    

 


applications, clinical data, pre-clinical data
and any related materials, all as they may exist from time to time, and that such material is or may be valuable special, and unique
aspects of the Company’s business. All such Confidential Material shall be and remain the property of the Company. Except
as required by his duties to the Company, the Executive shall not, directly or indirectly, either during the term of his employment
or at any time thereafter, disclose or disseminate to anyone or make use of, for any purpose whatsoever, any Confidential Material.
Upon termination of his employment, the Executive shall promptly deliver to the Company all Confidential Material (including all
copies thereof, whether prepared by the Executive or others) which are in the possession or under the control of the Executive.
The Executive shall not be deemed to have breached this Section 20 if the Executive is compelled by legal process or order
of any judicial, legislative, or administrative authority or body to disclose any Confidential Material; provided that Executive
shall give prompt notice of such process or order to the Company, and the Executive shall in good faith use reasonable efforts
to provide the Company the opportunity to intervene in the event Executive may be compelled to disclose Confidential Information
of the Company pursuant to such process or order.


 


(b)          The
Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or
damage suffered by the Company upon any breach of the terms of this Section 20 by the Executive, and the Executive therefore
agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also
may enforce the terms of this Section 20 by injunction or specific performance, and may obtain any other appropriate remedy
available in equity.


 


21.         Payment
and Other Provisions After Change of Control.


 


(a)          In
the event the Executive’s employment with the Company is terminated either by the Company or by the Executive (other than
because of the Executive’s death or Disability) following the occurrence of a Change of Control, and such termination is
without Cause if by the Company, or for Good Reason if by Executive, and the date of such termination is within one (1) year
following the occurrence of such Change of Control, then the Executive shall be entitled to receive from the Company the Accrued
Salary Payment, Vacation Payment, Reimbursement Payment, and, in lieu of the Severance Payment or Disability/Death Payment otherwise
payable pursuant to Section 12 hereof, the following:


 


(i)          Additional
Amount Based on Base Salary.   A lump-sum amount equal to twelve (12) months of Executive’s specified Base Salary
hereunder (the “Change of Control Payment”); and


 


(ii)          Other
Benefits.   Notwithstanding the vesting and/or exercisability provisions otherwise applicable to Outstanding Options, all such
stock options shall be fully vested and exercisable upon a Change of Control and shall remain exercisable as specified in the applicable
option plan(s) and option grant agreements.


 


The Company shall pay the Accrued Salary Payment, the Vacation Payment,
and the Reimbursement Payment to Executive within thirty (30) days after the date of such termination. The Company shall pay the
Change of Control Payment in a lump sum within thirty (30) days after the date of such termination, provided, however,
that if such payment would jeopardize the ability of the Company to continue as a going concern, it will be delayed and not paid
to the Executive until such time as such payment would no longer have such effect, that such payment is subject to the restrictions
contained within Section 30, if applicable, and that if the Change of


 




    	 



    	 



    

 


Control does not satisfy the definitions of "change in the
ownership of a corporation", "change in the effective control of a corporation" or "change in the ownership
of a substantial potion of the assets of a corporation" as such terms are defined in Code Section 409A and any regulations
or other authority promulgated thereunder (“Section 409A”), then the Change of Control Payment will be paid at the
time and in the manner provided for the Severance Payment in Section 12(a) (in semi-monthly installments).


 


(b)           For
purposes of this Agreement, the term “Change of Control” shall mean:


 


(i)          The
acquisition by any individual, entity or group (within the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or any successor provision) (any of the foregoing hereafter a “Person”)
of forty percent (40%) or more of either (a) the then outstanding shares of Capital Stock of the Company (the “Outstanding
Capital Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Voting Securities”), provided, however, that such an acquisition
by one of the following shall not constitute a change of control: (1) the Company or any of its Subsidiaries, or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (2) any Person that is
eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial
ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person
shall have filed a statement on Schedule 13D with respect to beneficial ownership of forty percent (40%) or more of the Voting
Securities or (3) any corporation with respect to which, following such acquisition, more than sixty percent (60%) of both
the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital
Stock or Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, immediately
prior to such acquisition, of the Outstanding Capital Stock or Voting Securities, as the case may be; or


 


(ii)          Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board, provided that any individual becoming a director subsequent to the Effective Date whose election or nomination
for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest
relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or
any successor section, promulgated under the Exchange Act); or


 


(iii)          Approval
by the shareholders of the Company of a reorganization, merger or consolidation (a “Business Combination”), in each
case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately
prior to such Business Combination do not, following such Business Combination, beneficially own, directly of indirectly, in substantially
the same proportions, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from the Business Combination; or


 




    	 



    	 



    

 


(iv)        A
complete liquidation or dissolution of the Company; or


 


(v)         A
sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than sixty percent (60%) of the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors are then
owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Capital Stock or Voting Securities Immediately prior to such sale or disposition in substantially
the same proportions as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately
prior to such sale or disposition.


 


22.         Notices.   Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered (including
by regular messenger service, signature required) or sent by registered or certified mail, return receipt requested, to both his
office and his residence, in the case of notices directed to the Executive, or to its principal office, Attn.: Chief Financial
Officer, in the case of notices directed to the Company, or to such other address and/or addressee as the party to whom such notice
is directed shall have designated for this purpose by notice to the other in accordance with this Section. Such notices shall be
effective upon personal delivery or three (3) days after mailing.


 


23.         Entire
Agreement; Waiver.   This Agreement contains the entire understanding of the parties with respect to the subject matter hereof
(it being acknowledged, however, that the Company and the Executive may enter into certain grant agreements relating to Outstanding
Options which shall be effective in accordance with the terms thereof). This Agreement may not be changed orally but only by an
instrument in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought;
provided that should the Executive be appointed by the Board to an additional executive office of the Company during the
Employment Period, the terms of this Agreement shall apply, the references to “President and Chief Executive Officer”
shall be deemed to read “President, Chief Executive Officer and [insert office]”, and the compensation provisions hereof
shall continue unamended. Waiver of or failure to exercise any rights provided by this Agreement in any respect shall not be deemed
a waiver of any further or future rights.


 


24.        Original
Employment Agreement.     Executive represents that he has received all amounts
of compensation due to him pursuant to the Original Employment Agreement, including any bonuses and awards of stocks or options.
The Company and Executive acknowledge that paid time off for Executive shall commence to accrue as of January 1, 2014. The Company
and Executive agree and acknowledge that paid time off shall be waived and not due and payable upon the bankruptcy or insolvency
of the Company.


 


25.         Binding
Effect; Assignment.   The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the
Company by reorganization, merger or consolidation, or any transferee of all or substantially all of the Company’s business
or properties. The Executive’s rights hereunder are personal to and shall not be transferable nor assignable by the Executive.


 


26.         Headings.   The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 




    	 



    	 



    

 


27.         Governing
Law; Arbitration.   This agreement shall be construed in accordance with and governed for all purposes by the laws of the State
of New York applicable to contracts made and to be performed wholly within such state. Except as otherwise provided in Sections
18(e) and 20(b) of this Agreement, any dispute or controversy arising out of or relating to this Agreement shall be settled by
arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award may be entered in
any court having jurisdiction thereover. The arbitration shall be held in New York, New York or in such other place as the parties
hereto may agree.


 


28.         Further
Assurances.   Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged,
delivered and performed, at any time and from time to time, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and/or assurances as may be necessary or proper to carry out the provisions or intent of this Agreement.


 


29.         Severability.   The parties agree that if any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined
by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


30.         Section 409A.   The Executive and the Company intend that any compensation under this Agreement shall be paid in compliance with Section 409A
of the Internal Revenue Code such that there are no adverse tax consequences, interest, or penalties as a result of the payments,
and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect
any guidance issued under Section 409A after the date hereof without violating Section 409A. In the case any one or more provisions
of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain
in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement.
The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent
that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate
such substituted provisions in this Agreement. A termination of the Executive’s employment hereunder shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting
“deferred compensation” under Section 409A upon or following a termination of employment unless such termination is
also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this
Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program, or arrangement
of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning
of Section 409A and, at the time of the Executive’s “separation from service,” the Executive is a “specified
employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed and payment shall be made,
or commence to be made, as the case may be, on the date that is six months and one day after the Executive’s separation from
service. Each payment made under this Agreement shall be designated
as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under
this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements
or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income
to Executive shall in no event be paid later than the end of the calendar year 


 




    	 



    	 



    

 


next following the calendar year in which Executive
incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind
benefits under this Agreement shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible
for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, respectively, in any other taxable year.


 


31.        Counterparts.   This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding
on the parties hereto, notwithstanding that both parties are not signatory to the original or the same counterpart.


 


32.        Withholding.   The Company shall be entitled to withhold from payment any amount of withholding required by law.


 


33.        Survivorship.   The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary
to the intended preservation of such rights and obligations.


 


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


 




    	 



    	 



    

 


IN WITNESS WHEREOF, Marina
Biotech, Inc. has caused this instrument to be signed by a duly authorized signatory and the Executive has hereunto set his hand
as of the day and year first above written.


 


	 	THE COMPANY:	 
	 	 	 	 
	 	MARINA BIOTECH, INC.	 
	 	 	 	 
	 	By:	/s/ 
    Stefan Loren	 





	 	Name:  	Stefan Loren	 
	 	Title:	Director	 





	 	THE EXECUTIVE:	 
	 	 	 
	 	/s/  J. Michael French	 
	 	J. Michael French