##### 



EXHIBIT 10.4
FOIA CONFIDENTIAL TREATMENT REQUESTED
 STRATEGIC ALLIANCE AGREEMENT
  Sirna Therapeutics, Inc.
  Glaxo Group Limited and SmithKline Beecham
Corporation, d/b/a/Glaxosmithkline
  March 31, 2006




---



##### 



Execution Version
 Strategic Alliance Agreement
 This Agreement Effective Date)
 Smithkline Beecham Corporation, d/b/a GlaxoSmithKline th , Glaxo Group Limited
 Sirna Therapeutics, Inc.,
 Whereas
 Whereas
 Whereas
 Whereas
 Whereas:
 Now, Therefore,
 1. Definitions
 1.1 Affiliate
 1.2 Allergan Agreement
 1




---



##### 



Execution Version
 1.3 Alliance Manager
 1.4 Backup Compound *
 1.5 Candidate Selection
 1.6 Cocktail siRNA Compound
 1.7 Collaboration Compound
 1.8 Collaboration Target
 1.9 Combination Target Compound
 1.10 Compound
 1.11 Confidential Information
 1.12 Controlled or Controls
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 2
    
    CONFIDENTIAL




---



##### 



Execution Version
 1.13 Cost of Goods or COGS
 1.14 Covers
 1.15 Development Plan *
 1.16 Development
 1.17 Drug
 1.18 Drug Delivery Device or DDD
 1.19 Drug Formulation System or DFS
 1.20 FDA
 1.21
 1.22 First Commercial Sale
 1.23 FTE
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 3
    
    CONFIDENTIAL




---



##### 



Execution Version
  1.24 GSK Drug Delivery Device GSK DDD
 1.25 GSK Drug Formulation System or GSK DFS
 1.26 GSK Know-How
 1.27 GSK Patents
 1.28 GSK Target *
 1.29 GSK Target Compounds
 1.30 Investigational New Drug or IND
 1.31 Joint Know-How
 1.32 Joint Patent
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 4
    
    CONFIDENTIAL




---



##### 



Execution Version
  1.33 JSC
 1.34
Launch
 1.35 Lead .
 1.36 Lead Compound
 1.37 Lead Compound Criteria *
 1.38 Lead Criteria
 1.39 Licensed Product
 1.40 Marketing Approval .
 1.41 Multi-Functional siRNA Compound
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 5
    
    CONFIDENTIAL




---



##### 



Execution Version
 1.42 Net Sales
 a)
    
    credits or allowances actually granted for damaged products, returns or
rejections of product, price adjustments and billing errors;b)
    
    governmental and other rebates (or equivalents thereof) granted to managed
health care organizations, pharmacy benefit managers (or equivalents thereof), federal,
state/provincial, local and other governments, their agencies and purchasers and
reimbursers or to trade customers, to the extent allowed and taken;c)
    
    normal and customary trade, cash and quantity discounts, allowances and credits
to the extent allowed or taken;d)
    
    transportation costs, including insurance, for outbound freight related to
delivery of the product to the extent included in the gross amount invoiced and not
subject to reimbursement;e)
    
    [***]*f)
    
    sales taxes, VAT taxes and other taxes directly linked to sales of Licensed
Products to the extent included in the gross amount invoiced to the extent payable by
GSK and not subject to reimbursement; andg)
    
    [***]*; andh)
    
    Sales between or among either Party and its Affiliates or Third Party Licensees
will be excluded from the computation of such Partys Net Sales, but the subsequent
final sales to Third Parties by such Affiliates or Third Party Licensees will be
included in the computation of Net Sales. No other costs, including without limitation
the costs incurred in the manufacturing, selling, advertising and/or distribution of
Licensed Products will be deducted in the computation of Net Sales.
   
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 6
    
    CONFIDENTIAL




---



##### 



Execution Version
 1.43
 1.44 Ocular Field .
 1.45 Patent Costs
 1.46 Phase IIa Clinical Trial
 1.47 Program or Program of Work *.
 1.48 Proof of Concept or PoC .
 1.49 Public Domain Target .
 1.50 Public Domain Target Compounds .
 1.51 Regulatory Authority
 1.52 Research Collaboration
 1.53 Research Plan .
 1.54 Research Team
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 7
    
    CONFIDENTIAL




---



##### 



Execution Version
 1.55 Research Team Leader
 1.56 Research Term .
 1.57 Respiratory Field *.
 1.58 RNAi or RNA interference
 1.59 RNAi Data
 1.60 Scientifically and Commercially Reasonable and Diligent Efforts
 1.61 siRNA
 1.62 Sirna Committed Target
 1.63 Sirna Know-How
 1.64 Sirna Patents
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 8
    
    CONFIDENTIAL




---



##### 



Execution Version
  1.65 Sirna Target .
 1.66 Sirna Target Compounds
 1.67 Stock Purchase Agreement
 1.68 Subsequent Year Collaboration Targets *.
 1.69 Subsequent Year Sirna Targets .
 1.70 Target
 1.71 Target Compounds
 1.72
 1.73
 1.74 Term
 1.75 Territory
 1.76 Third Party
 1.77 Third Party License Agreements
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 9
    
    CONFIDENTIAL




---



##### 



Execution Version
 1.78 Third Party Licensee
 1.79
Valid Claim
 1.80 Year One Collaboration Targets .
 1.81 Year One Public Domain Targets .
 1.82 Year One Sirna Targets *.
 2.
    
    Scope and Management of the Research Collaboration
 2.1 In General
   2.2 Responsibilities of the Parties
 a)
    
    In General. Each Party will use Scientifically and Commercially
Reasonable and Diligent Efforts to carry out its respective activities and obligations
as specified under the Research Plan and will keep the JSC informed on the progress of
its activities under the Research Collaboration. GSK will use Scientifically and
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 10
    
    CONFIDENTIAL




---



##### 



Execution Version
 Commercially Reasonable and Diligent Efforts to conduct the Development of any Lead
Compounds that are selected hereunder by GSK at its sole discretion, for progression
and further development and potential commercialization primarily in the
Respiratory Field [***]*.b)
    
    Sirna Responsibilities.
 (i)
    
    Sirna will commit such employees and resources to the
collaboration as necessary to fulfill its obligations under the Research
Collaboration, as specified in the Research Plan for all Programs hereunder.(ii)
    
    Sirna will be responsible for the identification, development,
synthesis and optimization of siRNA-based new chemical entities with activity
against each Collaboration Target in the Respiratory Field [***]*, as may be
further specified by the JSC in the Program of Work for such Collaboration
Target. This will include preparing specific plans, performing the work
attributable to Sirna under the Research Plan and Programs of Work hereunder
and for the Research Collaboration, and acting as project leader and requesting
GSK support when needed for all Programs. In the event that GSK requests Sirna
to assist in the identification, development, synthesis and optimization of
siRNA-based new chemical entities with activity against any Collaboration
Target outside of the Respiratory Field, and if Sirna desires to do so and has
not previously made a conflicting commitment to a Third Party, GSK and Sirna
may agree to establish an amendment to this Agreement or a new collaboration
agreement with respect to such activities.(iii)
    
    Sirna will provide GSK with the Sirna Know-How and other
relevant information necessary for GSK to conduct its activities under the
Agreement, subject to any limitations or reservations in other agreements.(iv)
    
    Sirna will provide input and updates with respect to the
Research Collaboration on at least a quarterly basis each year. In addition,
Sirna will provide an updated development plan with respect to any Lead or
other Collaboration Compound or Licensed Product for which Sirna obtains the
right to conduct development hereunder pursuant to Section 3.5, as necessary
(at a minimum once per year) to the JSC for informational purposes during the
Research Term and to GSK thereafter during the Term.
 c)
    
    GSK Responsibilities.
 (i)
    
    GSK will commit such employees and resources as necessary to
fulfill its obligations under this Agreement.(ii)
    
    GSK shall have the right and obligation to select (and the
obligation to make the applicable milestone payments to Sirna) the Target
Compounds, and
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 11
    
    CONFIDENTIAL




---



##### 



Execution Version
 Lead Compounds promptly after the JSC [***]* has decided that a Lead has met
the Lead Criteria and a Target Compound has met the Lead Compound Criteria,
respectively. GSK shall have the right [***]*.(iii)
    
    GSK will provide Sirna with relevant GSK Know-How, equipment
(e.g., [***]*, as further set forth in the Research Plan) and other information
(including without limitation all reasonably necessary technology transfer and
assistance towards the establishment at Sirna [***]*as described in the
Research Plan) Controlled by GSK as reasonably necessary for Sirna to conduct
its activities under the Agreement, subject to any limitations or reservations
or obligations upon GSK due to other agreements. GSK will provide input and
updates with respect to the Programs under the Research Collaboration on at
least a quarterly basis each year.(iv)
    
    GSK shall have sole responsibility and decision-making
authority for all such matters pertaining to the Development of a Lead Compound
(or other Target Compounds as may be applicable pursuant to Section 3.4
hereof) into a Licensed Product, in accordance with its Scientifically and
Commercially Reasonable and Diligent Efforts and the applicable terms and
conditions set forth herein.(v)
    
    GSK will provide an updated Development Plan and annual summary
reports with updates with respect to the Development of any Lead Compound (or
other Target Compounds) or Licensed Product as necessary (at a minimum once per
year) to the JSC for informational purposes during the Research Term and to
Sirna thereafter during the Term.
 2.3 Management of the Collaboration
 a)
    
    Joint Steering Committee.
 (i)
    
    Formation and Membership. The Parties will establish
the JSC no later than thirty (30) days after the Effective Date. Each Party
will nominate three (3) members to the JSC, at least one of which from each
Party will have senior level decision-making authority within that Party.
Each Party will be free to change its representative members at any time upon
written notice to the other Party. The JSC shall remain in force for so long
as the Research Term is in effect.(ii)
    
    Chairperson. The JSC will be chaired by a GSK
representative during the first year of the Research Term. [***]* The chair
will be responsible for overseeing meetings of the JSC and may have such other
responsibilities as the JSC determines.
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 12
    
    CONFIDENTIAL




---



##### 



Execution Version
 (iii)
    
    Responsibilities. The JSC will be responsible for
directing and overseeing the Research Collaboration during the Research Term.
The responsibilities and authority of the JSC shall be as follows:
 (1)
    
    Establishing, determining the content of,
reviewing, and approving each Program of Work for each Collaboration
Target selected and designated by GSK for prosecution under the Research
Collaboration, and reviewing and approving changes or further refinements
to the same or to the Lead Criteria or Lead Compound Criteria for any
Collaboration Target;(2)
    
    Monitoring all of the activities under the Research
Collaboration. The JSC will monitor the progress of research activities
under each Program of Work within the Research Plan and may at any time
request reports describing it with as much specificity as the JSC may
determine;(3)
    
    Declaration of when a relevant Collaboration
Compound has become a Lead by achievement of the Lead Criteria for
selection by GSK as a relevant Target Compound;(4)
    
    Declaration of when a Lead within the relevant
Target Compounds has become a Lead Compound (or a Backup Compounds) by
achievement of the Lead Compound Criteria; [***]*.(5)
    
    Identification, implementation and oversight of a
strategy to generate Backup Compounds for each Collaboration Target;(6)
    
    Recommendation to GSK of Lead Compounds or Backup
Compounds for progression by GSK, at GSKs sole discretion, for
Development by GSK hereunder;(7)
    
    Determination that a Collaboration Target is no
longer suitable for further research and development under the
collaboration under the relevant Program, subject to GSKs rights under
Section 6 regarding termination of a Program;(8)
    
    Facilitating transfer of information as provided by
GSK with respect to any Licensed Products or Lead Compounds in
Development, or development thereof by Sirna pursuant to Section 3.5;(9)
    
    Establish a process by which GSK can submit task
orders to Sirna for FTE-based research in support of Development; and
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 13
    
    CONFIDENTIAL




---



##### 



Execution Version
 (10)
    
    Establishment of an IP Subcommittee to develop,
monitor and oversee a mutually-agreed strategy with respect to filing,
prosecution and enforcement of all Sirna Patents, Sirna Know-How, GSK
Patents, GSK Know-How, Joint Patents and Joint Know-How pertaining to any
Collaboration Target, Lead, Target Compound, Lead Compound, Backup
Compounds or Licensed Product, subject to GSKs rights under Article 9
after Development has been initiated by GSK.
 (iv)
    
    Meetings. It is contemplated that the JSC will meet a
minimum of four (4) times a year on an approximately quarterly basis at times
mutually convenient to both Parties. Meetings will alternate between Sirnas
and GSKs facilities, unless otherwise agreed by the Parties. The JSC may meet
more or less often at such other times as agreed by the JSC, and such
discussions may occur in person or by means of telephone or video conferences.
Each Party will bear the travel, lodging and board expenses associated with
attendance at JSC meetings by its JSC members, Research Team Leaders, Research
Team members, as appropriate. A reasonable number of representatives of either
Party who are not members of the JSC with relevant experience or expertise may
also attend JSC meetings.(v)
    
    Minutes. On an alternating basis between the Parties
(beginning with GSK), the Parties will assign a secretary who will be
responsible for keeping accurate minutes of the applicable JSC meeting,
including all decisions made and actions taken. Drafts of the minutes will be
delivered to the other Partys Alliance Manager within ten (10) business days
after the meeting for distribution to that Partys other JSC members. Each
Party has the right to request amendments to the minutes within ten (10)
business days after receiving them. The Party responsible for the minutes will
revise the minutes in accordance with all requested amendments and will provide
revised minutes to the other Party within ten (10) business days after receipt
of any requested amendments. Minutes are effective when approved by both
Parties.(vi)
    
    Decision Making. All decisions of the JSC will be
made by consensus with representatives of each Party presenting a unified
position on behalf of such Party. If the JSC is unable to reach a unanimous
decision on an issue, it will submit the issue to the Chairman of R&D of GSK,
and the Chief Executive Officer of Sirna (collectively, the Executives), who
will confer and attempt in good faith during a period of thirty (30) days to
resolve the dispute; should these Executives fail to agree, the decision of the
GSK Executive will become the final and binding decision of the JSC on all such
matters, provided, that no such decision may impose on Sirna any obligation or
liability that is inconsistent with the expressly stated terms and provisions
of this Agreement or of the Research Plan.(vii)
    
    Limitation of Powers. The JSC has only those powers
that are specifically delegated to it herein, including the powers to amend by
unanimous decision
 14
    
    CONFIDENTIAL




---



##### 



Execution Version
  b)
    
    Research Team.
 (i)
    
    Research Team. The Parties will assign appropriate
personnel to carry out their scientific obligations under this Agreement
(collectively known as the Research Team) in accordance with the Research
Plan. For each Research Team, GSK will assign one individual to be the research
team leader (the Research Team Leader).(ii)
    
    Responsibilities. The Research Team will be
responsible, with oversight and approval by the JSC, for
      (iii)
    
    The representatives of each of the Research Teams may meet as
deemed appropriate and necessary by the respective Research Team Leader to
discuss the activities, under the Research Collaboration.
 c)
    
    Alliance Management.Alliance Managers. Each Party will assign a person who will manage the
relationship between the Parties to enable the achievement of the overall goals of
the collaboration (the Alliance Manager). Among other responsibilities, the
Alliance Manager will serve as a point of contact between the Parties and, with the
Research Team, will have responsibility for facilitating a smooth transition at
designation of a Lead Compound for the Development phase.
 3.
    
    Execution of The Research Plan3.1
    
    Selection of Collaboration Targets
 15
    
    CONFIDENTIAL




---



##### 



Execution Version
  .
 *.
 .
 .
     .
  
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 16
    
    CONFIDENTIAL




---



##### 



Execution Version
  provided
however
 *
   3.3. Prosecution of Collaboration Targets.
   
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 17
    
    CONFIDENTIAL




---



##### 



Execution Version
 in
vitro etc
 in vivo in vivo * etc
   .
 3.4
  .
  
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 18
    
    CONFIDENTIAL




---



##### 



Execution Version
 .
   *
    3.5 Sirnas Development Opportunity
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 19
    
    CONFIDENTIAL




---



##### 



Execution Version
 .
 *
 . .
 Research and Development Funding
 3.6
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 20
    
    CONFIDENTIAL




---



##### 



Execution Version
 .
  *
 Covenant of Exclusivity
 3.7
 3.8 Target Exclusivity
 Compound Exclusivity
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 21
    
    CONFIDENTIAL




---



##### 



Execution Version
  3.9 .
 3.10 (a)
 (b)
 4.
    
    License Grants
  4.1 *
   4.2
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 22
    
    CONFIDENTIAL




---



##### 



Execution Version
  4.3
 4.4
 4.5
 4.6
 4.7
 4.8
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 23
    
    CONFIDENTIAL




---



##### 



Execution Version
  5.
    
    Payments and Royalties
 5.1 Upfront Payment
  *
 5.2
  each
 each
   
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 24
    
    CONFIDENTIAL




---



##### 



Execution Version
   5.3 Milestone Payments
    
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 25
    
    CONFIDENTIAL




---



##### 



Execution Version
 5.4 Royalties
 Royalty Payments to Sirna
   [***]
  *
   A.
    
    The royalties shown in Section
5.4 are [***]* at the time and in the country of sale, there is
[***]* that Covers the [***]* of the Licensed Product being
sold. [***]* As used in this Section 5.4, a [***]* claim of a
patent or patent application means a patent claim which recites
[***]* or recites [***]* an siRNA which has [***]* Collaboration
Target.B.
    
    The royalties shown in Section
5.4 are payable [***]* at the time and in the country of sale,
there is [***]*, but there is a [***]* of [***]* that Covers the
[***]* of the Licensed Product, or there is [***]* of a [***]*
that Covers an approved [***]*.
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 26
    
    CONFIDENTIAL




---



##### 



Execution Version
 C.
    
    The royalties shown in Section
5.4 are payable [***]* at the time and in the country of sale,
there is [***]* Covering a [***]* or there is [***]* of the
types described above, but there is [***]* within the [***]* in
the country of sale and at the time of sale that Covers an
approved [***]* Licensed Product being sold.
 * .
      
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 27
    
    CONFIDENTIAL




---



##### 



Execution Version
 . .
 5.5
        5.6
    
    Mechanism of payment
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 28
    
    CONFIDENTIAL




---



##### 



Execution Version
     provided, however
 29
    
    CONFIDENTIAL




---



##### 



Execution Version
   *
 6.
    
    Term and Termination
 6.1
 6.2
    6.3
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 30
    
    CONFIDENTIAL




---



##### 



Execution Version
 *
   6.4
 6.5
 6.6
 6.7
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 31
    
    CONFIDENTIAL




---



##### 



Execution Version
 *
  6.8
 : ; .
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 32
    
    CONFIDENTIAL




---



##### 



Execution Version
 *
 [***]*
 7.
    
    Maintenance, Reporting, and Ownership of Data
 7.1
 7.2
 7.3
 7.4
 7.5
 7.6
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 33
    
    CONFIDENTIAL




---



##### 



Execution Version
 * ,
 7.7
 7.8
 7.9 Regulatory Data Protection
   
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 34
    
    CONFIDENTIAL




---



##### 



Execution Version
  7.10
 8.
    
    Manufacturing
 8.1
 8.2 *
 8.3
 8.4
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 35
    
    CONFIDENTIAL




---



##### 



Execution Version
  8.5 *
 8.6
 8.7
 8.8
 9.
    
    INTELLECTUAL PROPERTY
 9.1
 9.2
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 36
    
    CONFIDENTIAL




---



##### 



Execution Version
 *
 9.3
 9.4
 9.5
 9.6
  
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 37
    
    CONFIDENTIAL




---



##### 



Execution Version
   9.7 *
 Infringement by Third Parties
 9.8
 9.9
 9.10
 9.11
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 38
    
    CONFIDENTIAL




---



##### 



Execution Version
 9.12 *
 Infringement of Third-Party Rights
 9.13
 9.14
 9.15
 9.16
 9.17
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 39
    
    CONFIDENTIAL




---



##### 



Execution Version
 10. Confidentiality and Publication
 10.1
 10.2
 a)
    
    the information is in the public domain, or after the Effective Date enters
into the public domain through no breach of this Agreement;b)
    
    the Party knew the information before receiving it from the disclosing Party;c)
    
    the Party received the information from a Third Party not bound to the
disclosing Party by any obligation of non-disclosure;d)
    
    the Party independently develops the information without reference to or use of
any Confidential Information disclosed hereunder by the other Party; ande)
    
    the Party is required to disclose the information by law, court order, or
applicable regulations, provided that Party i) as soon as practical before the
disclosure, notifies the other Party; and ii) identifies the Confidential Information
so required thereby, so that the disclosing Party may seek an appropriate protective
order or other remedy with respect to narrowing the scope of such requirement and/or
waive receiving Partys compliance with the provisions of this Agreement.
 10.3
 40
    
    CONFIDENTIAL




---



##### 



Execution Version
 10.4
 10.5
 10.6
 10.7
 11.
    
    Representations, Warranties and Indemnification
 11.1
 a)
    
    it is duly organized and validly existing under the laws of its state of
incorporation and has full authority to enter into this Agreement;
 b)
    
    the execution and performance of this Agreement does not conflict with
any other agreement, oral or written, to which it is a party;
 11.2
 41
    
    CONFIDENTIAL




---



##### 



Execution Version
 a)
    
    it is the [***]*Sirna Patents and has sufficient rights to grant the
licenses granted to GSK under Article 4;b)
    
    no Third Party has any interest in the Sirna Patents and Sirna Know-How
that would impair or conflict with the rights and licenses granted hereunder to
GSKs for the use of such Sirna Patents and Sirna Know-How and Joint Patents and
Joint Know-How as provided herein;c)
    
    [***]* that Sirnas manufacture, use, sale, offer for sale, or import of
any Target Compound or Collaboration Compound as contemplated hereunder [***]*
patents or other intellectual property right;d)
    
    neither Sirna nor any of its Affiliates is in material breach or default
of any provision or obligation under any of the Third Party License Agreements;e)
    
    neither Sirna nor any of its Affiliates is [***]* as of the Effective
Date which is not included under the Third Party License Agreements and licensed to
GSK either exclusively (wherever possible) or non-exclusively (where an exclusive
license is contractually prevented) under Article 4, which Sirna or its Affiliate
[***]* for the Parties to conduct the Research Collaboration and for the Development
of Licensed Products as contemplated hereunder; andf)
    
    the Sirna Patents are valid and in full force, and are not the subject of
any pending or to Sirnas knowledge threatened interference or opposition proceeding
or any infringement or enforcement or other litigation.
   11.3
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 42
    
    CONFIDENTIAL




---



##### 



Execution Version
  11.4
 11.5 provided, however
 43
    
    CONFIDENTIAL




---



##### 



Execution Version
  11.6 provided, however
 11.7 provided, however
 11.8
 44
    
    CONFIDENTIAL




---



##### 



Execution Version
 12.
    
    GENERAL
 12.1 Insurance.
 b. Sirnas Insurance Obligations *
 GSKs Insurance Obligations
 12.2 Governing Law
 12.3 Notices
 If to Sirna:1.   [***]*
    
    2.   [***]*3.   [***]*If to GSK:1.   [***]*
    
    2.   [***]*3.   [***]*
  12.4 Entirety of Agreement
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 45
    
    CONFIDENTIAL




---



##### 



Execution Version
 12.5 Counterparts
 12.6 Non-Waiver
 12.7 Disclaimer of Agency
 12.8 Severability
 12.9 Assignment; Binding Agreement
 12.10 Bankruptcy
 12.11 Stock Purchase Agreement
 12.12 Dispute Resolution
 Dispute
 46
    
    CONFIDENTIAL




---



##### 



Execution Version
  *.
  
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. 47
    
    CONFIDENTIAL




---



##### 



Execution Version
  Glaxo Group Limited
    
    
    
    Sirna Therapeutics, Inc.By:
    
    /s/ Richard Stephens
    
    
    
    By:
    
    /s/ Howard W. RobinName:
    
    Richard Stephens
    
    
    
    Name:
    
    Howard W. RobinTitle:
    
    Assistant Company Secretary
    
    
    
    Title:
    
    President & CEOSmithKline Beecham Corporation,doing business as GlaxoSmithKlineBy:
    
    /s/ Donald F. ParmanName:
    
    Donald F. ParmanTitle:
    
    Vice President and Secretary
 48
    
    CONFIDENTIAL




---



##### 



Execution Version
 Exhibit A
 Model Program of Work for
a Single Collaboration Target
 *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. A-1
    
    CONFIDENTIAL




---



##### 



Execution Version
 SCHEDULE 1
 *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. A-2
    
    CONFIDENTIAL




---



##### 



Execution Version
 EXHIBIT B-1
 Lead Compound Criteria
 *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. B-1
    
    CONFIDENTIAL




---



##### 



Execution Version
 EXHIBIT B-2
 Lead Criteria
 *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. B-2
    
    CONFIDENTIAL




---



##### 



Execution Version
 EXHIBIT C  Sirna Patents
 Select Sirna Patents and Patent Applications
 [***] *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. C-1
    
    CONFIDENTIAL




---



##### 



Execution Version
 Exhibit D  Third Party License Agreements
 *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. D-1
    
    CONFIDENTIAL




---



##### 



Execution Version
 Exhibit E  Target Selection Form
 *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. E-1
    
    CONFIDENTIAL




---



##### 



Execution Version
 Exhibit F
 Internal Sirna Committed Targets
 [***] *
 
 *
    
    Indicates that certain information contained
herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions. F-1
    
    CONFIDENTIAL




---



##### 



Execution Version
 Exhibit G  PRESS RELEASE
 Issued  April 3 rd 2006, London, UK, Philadelphia, US and San Francisco, CA.
 GlaxoSmithKline and Sirna Therapeutics Announce Major Alliance in
RNA i  Based 
Therapeutics for Respiratory Disease
      G-1
    
    CONFIDENTIAL




---



##### 



Execution Version
   About GSK
  About Sirna Therapeutics
  About RNA interference
  G-2
    
    CONFIDENTIAL




---



##### 



Execution Version
 GSK Enquiries:
 UK Media enquiries:
    
    Philip Thomson
    
    (020) 8047 5502Chris Hunter-Ward
    
    (020) 8047 5502Alice Hunt
    
    (020) 8047 5502US Media enquiries:
    
    Nancy Pekarek
    
    (215) 751 7709Mary Anne Rhyne
    
    (919) 483 2839Patricia Seif
    
    (215) 751 7709European Analyst/Investor enquiries:
    
    Duncan Learmouth
    
    (020) 8047 5540Anita Kidgell
    
    (020) 8047 5542Jen Hill
    
    (020) 8047 5543David Mawdsley
    
    (020) 8047 5564US Analyst/ Investor enquiries:
    
    Frank Murdolo
    
    (215) 751 7002Tom Curry
    
    (215) 751 5419Sirna Therapeutics Inc:Media enquiries:
    
    Rebecca Galler Robison
    
    (303) 449 6500McKinney ChicagoMedia enquiries:
    
    Alan Zachary
    
    (312) 944 6784 x316
 GSK Cautionary statement regarding forward-looking statements
  SIRNA Safe Harbor Statement
  G-3
    
    CONFIDENTIAL




---



##### 



Execution Version
  G-4
    
    CONFIDENTIAL