Form of Warrant Certificate



 Exhibit 4.1 
 [FORM OF WARRANT CERTIFICATE] 
 EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT 
 AGENT AS PROVIDED HEREIN. 
 Warrant Certificate Evidencing Warrants to Purchase 
 Common Stock, par value of
$0.006 per share, as described herein. 
 Marina Biotech, Inc. 

 

			
	No.                     	 	CUSIP 56804Q 110

  

	
	VOID AFTER 5:00 P.M.,
NEW YORK TIME,
	ON February 15,
2018

 This certifies that
                                     or registered assigns is
the registered holder of                                     
warrants to purchase certain securities (each a “Warrant”). Each Warrant entitles the holder thereof, subject to the provisions contained herein and in the Warrant Agreement (as defined below), to purchase from Marina Biotech, Inc.,
a Delaware corporation (the “Company”), one share (collectively, the “Warrant Shares”) of Common Stock, par value $0.006 per share, of the Company (“Common Stock”), at the Exercise Price set forth
below. The price per share at which each Warrant Share may be purchased at the time each Warrant is exercised (the “Exercise Price”) is $0.80 initially, subject to adjustments as set forth in the Warrant Agreement (as defined
below). 
 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Warrant Agreement.

 Subject to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised in whole but not in part at any
time, as specified herein, on any Business Day (as defined below) occurring during the period (the “Exercise Period”) commencing on February 15, 2011 and terminating at 5:00 P.M., New York City time, on February 15, 2018 (the
“Expiration Date”). Each Warrant remaining unexercised after 5:00 P.M., New York City time, on the Expiration Date shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrant shall cease.

 The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced
hereby by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to American Stock Transfer & Trust Company (the “Warrant Agent”,
which term includes any successor warrant agent under the Warrant Agreement described below) at its corporate trust department at [59 Maiden Lane, New York, New York 10038][6201 15th Avenue, Brooklyn, New York 11219][ADDRESS TO BE CONFIRMED], (i) this Warrant Certificate or, in the case of a
Book-Entry Warrant Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of The Depository Trust Company (the “Depository”) to an account of
the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an election to purchase (“Election to Purchase”), properly








 
executed by the holder hereof on the reverse of this Warrant Certificate or properly executed by the institution in whose account the Warrant is recorded on the records of the Depository (the
“Participant”), and substantially in the form included on the reverse of this Warrant Certificate and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or
official bank check or by bank wire transfer in immediately available funds. If any of (a) this Warrant Certificate or the Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the
Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a
Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants to be exercised are received or deemed to be received after the Expiration Date, the exercise thereof will be
null and void and any funds delivered to the Warrant Agent will be returned to the holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the holder of the Warrants and the Company. Neither the Warrant Agent nor the Company shall
have any obligation to inform a holder of Warrants of the invalidity of any exercise of Warrants. 
 In the event that a
registration statement covering the Warrant Shares that are the subject of an Election to Purchase (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares,
the registered holder may, in its sole discretion, exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect
instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): 

 

					
		 	Net Number =	  	(A x B) - (A x C)
		 		  	B
		
		 	For purposes of the foregoing formula:
		
		 	A= the total number of shares with respect to which the Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the registered
holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price).
		
		 	B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately
preceding the date of the Election to Purchase (the “Fair Market Value”).
		
		 	C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


  
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 The Company shall provide to the registered holder prompt written notice of any time that
the Company is unable to issue the Warrant Shares via DTC transfer (or otherwise without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has
suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or
(D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery
of the Warrant Shares, the Company shall (i) if the Fair Market Value of the Warrant Shares is greater than the Exercise Price, provide written notice to the registered holder that the Company will deliver that number of Warrant Shares to the
registered holder as should be delivered in a Cashless Exercise, and return to the registered holder all consideration paid to the Company in connection with the registered holder’s attempted exercise of the Warrant (a “Company-Elected
Conversion”), or (ii) at the election of the registered holder to be given within five (5) days of receipt of notice of a Company-Elected Conversion, the registered holder shall be entitled to rescind the previously submitted
Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission. If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available
(including, without limitation, under Section 3(a)(9) of the Act by virtue of a Cashless Exercise), this Warrant shall not be exercisable. The Company shall not be required to make any cash payments or net cash settlement to the registered
holder in lieu of issuance of the Warrant Shares. The Company shall give prompt written notice to the registered holder of any cessation of a Restrictive Legend Event (the “Re-Effectiveness Notice”). The Expiration Date of the
Warrant shall be extended for a period of five (5) days following receipt by the registered holder of the Re-Effectiveness Notice. 
 Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The exercise of the Warrants may only be settled by delivery of
Warrant Shares and the registered holders shall not be entitled to the payment of cash in lieu of Warrant Shares (net cash settlement) upon exercise of the Warrants pursuant to the terms of the Warrant Agreement or this Warrant Certificate
regardless of whether the Warrant Shares are registered pursuant to an effective registration statement (and a prospectus relating thereto is available for use). 
 Warrants may be exercised only in whole numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be
rounded up or down, as applicable, to the nearest whole number. If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by
the Company and countersigned by the Warrant Agent as provided in Section 2 of the Warrant Agreement, and delivered to the registered holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise
specified by such registered holder. 
 The accrual of dividends, if any, on the Warrant Shares issued upon the valid exercise
of any Warrant will be governed by the terms generally applicable to the Common Stock. From and after the issuance of such Warrant Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other
holders of Common Stock and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Warrant Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable
to the Common Stock. 

  
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 The Exercise Price and the number of Warrant Shares purchasable upon the exercise of each
Warrant shall be subject to adjustment as provided pursuant to Section 4 of the Warrant Agreement. 
 Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the registered holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the
holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise).
For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which
a registered holder may receive or beneficially own in order to determine the amount of securities or other consideration that such holder may receive in the event of a transaction contemplated by Section 4 of the Warrant Agreement. This
restriction may not be waived. 
 Upon due presentment for registration of transfer or exchange of this Warrant Certificate at
the stock transfer division of the Warrant Agent, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 5 of the Warrant Agreement, in the name of the designated transferee one or more new
Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants, subject to the limitations provided in the Warrant Agreement. 

Neither this Warrant Certificate nor the Warrants evidenced hereby entitles the registered holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders
or the election of directors of the Company or any other matter. 
 The Warrant Agreement and this Warrant Certificate may be
amended as provided in the Warrant Agreement including, under certain circumstances described therein, without the consent of the holder of this Warrant Certificate or the Warrants evidenced thereby. 

THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD
REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 This Warrant Certificate shall not be entitled to
any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. 

  
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 This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated
as of February —, 2011 (the “Warrant Agreement”), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of
which terms and provisions the holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the
above-mentioned office of the Warrant Agent and at the office of the Company at 3830 Monte Villa Parkway, Bothell, Washington 98021. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 Dated as of February 15, 2011 
  

			
	MARINA BIOTECH, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 American Stock Transfer & Trust Company, 
 as Warrant Agent 
  

			
	By:	 	  

	Name:	 	
	Title:	 	


  
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 [REVERSE] 
 Instructions for Exercise of Warrant 
 To exercise the Warrants evidenced
hereby, the holder or Participant must, by 5:00 P.M., New York time, on the specified Exercise Date, deliver to the Warrant Agent at its stock transfer division, a certified or official bank check or a bank wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No. —, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Warrant holder or
Participant must provide the information required below and deliver this Warrant Certificate to the Warrant Agent at the address set forth below and the Book-Entry Warrants to the Warrant Agent in its account with the Depository designated for such
purpose. The Warrant Certificate and this Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date. 
 ELECTION TO PURCHASE 
 TO BE EXECUTED IF WARRANT HOLDER DESIRES

 TO EXERCISE THE WARRANTS EVIDENCED HEREBY 
 The undersigned hereby irrevocably elects to exercise, on             ,          (the
“Exercise Date”),                      Warrants, evidenced by this Warrant Certificate, to purchase,
                             shares (the “Warrant Shares”) of Common Stock, par value
of $0.006 per share (the “Common Stock”) of Marina Biotech, Inc., a Delaware corporation (the “Company”), and represents that on or before the Exercise Date such holder has tendered payment for such Warrant Shares
by certified or official bank check or bank wire transfer in immediately available funds to the order of the Company c/o American Stock Transfer & Trust Company, [59 Maiden Lane, New York, New York 10038] [6201 15th Avenue, Brooklyn, New
York 11219][ADDRESS TO BE CONFIRMED], in the amount of $             in accordance with the terms hereof. The undersigned requests that said number of Warrant Shares be in fully
registered form, registered in such names and delivered, all as specified in accordance with the instructions set forth below. 

If said number of Warrant Shares is less than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate evidencing the remaining balance of the Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate unless otherwise specified in the instructions below. 

Dated:                  ,     

  

					
	Name	  	  
	  	


					
		  	(Please Print)	  	
		
	/  /  /  / - /  /  /- /  /  /  /  /	  	
	(Insert Social Security or Other Identifying Number of Holder)
			
	Address	  	  
	  	
			
		  	  
	  	
			
	 Signature
	  	  
	  	


  
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 This Warrant may only be exercised by presentation to the Warrant Agent at one of the
following locations: 
 By hand at: 

[6201 15th Avenue 
 Brooklyn, New York 11219] 
 By mail at: 

[6201 15th Avenue 
 Brooklyn, New York 11219] 
 The method of delivery of this Warrant Certificate is at the option
and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to assure timely delivery. 
 (Instructions as to form and delivery of Warrant
Shares and/or Warrant Certificates) 
  

					
	Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate:	  	  
	  	
	  
 Address to which Warrant Shares are to be mailed if other than to
the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent:
	  	  
	  	
		  	(Street Address)	  	
			
		  	  
	  	
		  	(City and State) (Zip Code)	  	
	  
 Name in which Warrant Certificate evidencing unexercised Warrants,
if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate:
	  	  
	  	


  
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	Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant
Certificate as shown on the books of the Warrant Agent:	  	  
	  	
		  		  	(Street Address)	  	
				
		  		  	  
	  	
		  		  	(City and State) (Zip Code)	  	
				
		  		  	Dated:	  	
		  		  	  
  
 Signature
	  	
		  		  	  
 Signature must conform in all respects to the
name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered
to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of
1934, as amended).

	  
 SIGNATURE GUARANTEE
	  		  	
				
	Name of Firm	  	  
	  		  	
	Address	  	  
	  		  	
	Area Code	  		  		  	
	    and Number	  	  
	  		  	
	Authorized	  		  		  	
	    Signature	  	  
	  		  	
	Name	  	  
	  		  	
	Title	  	  
	  		  	
	Dated:	  	                             
   , 20    	  		  	


  
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 ASSIGNMENT 
 (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER 
 DESIRES TO TRANSFER WARRANTS
EVIDENCED HEREBY) 
  

	
	FOR VALUE RECEIVED,                       
               HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO             
                            


			
	  
	 	  

	 (Please print name and address

including zip code of assignee)
	 	 (Please insert social security or
 other identifying number of assignee)


 the rights represented by the within
Warrant Certificate and does hereby irrevocably constitute and appoint                          Attorney to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. 
  

	
	Dated:
	
	  

	Signature
	
	(Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible
Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
	


  

			
	SIGNATURE GUARANTEE
	Name of Firm	 	  



			
	Address	 	  



			
	 Area Code

    and Number
	 	  



			
	Authorized	 	


			
	    Signature	 	


			
	Name	 	  



			
	Title	 	  



			
	Dated:             , 20    	 	


  
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