Common use of Hypothetical Clause in Contracts

Hypothetical. Assume that MirnaRx grants a sublicense to a Sublicensee to develop and commercialize its Licensed Product “[***]” when such product has [***] but before [***]. Assume further that under such sublicense agreement, the Sublicensee pays MirnaRx an upfront sublicense fee of $[***], pays no milestone payment on [***], and pays MirnaRx the following milestone payments with respect to such sublicense grant on achieving the listed milestone events: (a) $[***] on [***], $[***] on [***], and $[***] on [***]. Based on the foregoing assumptions (and understanding that this is just a hypothetical example and provides no precedence or assumption of the terms of an actual sublicense deal), MirnaRx would pay to Marina Bio Sublicense Fees in the following amounts and times under such hypothetical: · Sublicense Fee of $[***], by the date [***] after the upfront sublicense fee is paid ([***]% of the upfront) · Sublicense Fee of $[***], by the date [***] after the [***] milestone for [***] is achieved by Sublicensee (the “True-Up Payment” of $[***] equal to the difference between the “[***]” milestone payment amount under Section 5.3(a)(i)(2) and the “Cumulative Sublicense Fees” paid to Marina Bio up to that point for such product) · Sublicense Fee of $[***], by the date [***] after [***] (equal to [***]% of the milestone payment made by the Sublicensee, plus a “True-up Payment” of $[***], such that the Cumulative Sublicensee Fees as of such date (such cumulative amount equal to $[***] after such True-Up Payment) equals the Milestone Payment Sum as of such date (which is $[***], including the milestone payment amount under Section 5.3(a)(i)(3) for achieving a [***] milestone) · Sublicense Fee of $[***] by the date [***] after [***] ([***]% of the milestone payment paid by Sublicensee to MirnaRx for [***]) · Sublicense Fee of $[***], by the date [***] after [***] (equal to [***]% of the milestone payment by the Sublicensee, plus a “True-up Payment” of $[***], such that the Cumulative Sublicensee Fees as of such date (such cumulative amount equal to $[***] after such True-Up Payment) equals the Milestone Payment Sum as of such date (which is $[***], including the milestone payment amount under Section 5:3(a)(i)(4) for [***]) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. JOINT PRESS RELEASE Marina Biotech and Xxxxx Therapeutics Announce License Agreement for the Development of microRNA-based Therapeutics - Xxxxx Therapeutics will develop oncology-focused compounds utilizing their proprietary microRNAs combined with Marina Biotech’s novel SMARTICLES® liposomal delivery technology - Bothell, WA and Austin, TX December 23, 2011 — Marina Biotech, Inc. (Nasdaq: MRNA), a leading oligonucleotide-based drug discovery and development company, and Xxxxx Therapeutics, Inc. (Xxxxx), a privately-held biotechnology company pioneering microRNA (xxXXX) replacement therapy for cancer, announced today that they have entered into a license agreement regarding the development and commercialization of microRNA-based therapeutics utilizing Mirna’s proprietary microRNAs and Marina Biotech’s novel SMARTICLES liposomal delivery technology. Xxxxx will have full responsibility for the development and commercialization of any products arising under the Agreement and Marina Biotech will support pre-clinical and process development efforts. Under terms of the Agreement, Marina Biotech could receive up to $63 million in total upfront, clinical and commercialization milestone payments, as well as royalties on sales, based on the successful outcome of the collaboration. Further terms of the Agreement were not disclosed. “Given the challenge of effectively delivering oligonucleotides to target tissues, we devoted considerable effort to identifying an optimal delivery technology that would allow for systemic administration of our potent xxXXX tumor suppressors and which is already in clinical testing,” said Xxxx Xxxxxxx, M.D., X.Xx., President and CEO of Xxxxx Therapeutics. “With the dramatic in vivo results achieved with our xxXXX. mimics, we believe the SMARTICLES technology solves the delivery challenge for us, and we are now looking forward to bringing our xxXXX mimics into the clinic in the next 18 months as promising targeted cancer therapeutics. “We are extremely pleased to have entered into this relationship with a company as well respected in the area of microRNA-based therapeutics as Xxxxx Therapeutics,” stated J. Xxxxxxx Xxxxxx, President and CEO of Marina Biotech. “We are excited to see the continued advancement of oligonucleotide-based therapeutics and to be able to provide a technology capable of effectively delivering, in this case, systemically administered xxXXX mimetics. We look forward to the rapid advancement. of Xxxxx. Therapeutics’ clinical pipeline and the opportunity to bring novel therapeutics to patients in need.” In a recent poster entitled “The Development of a xxXXX-based Therapeutic Candidate for Hepatocellular Carcinoma,” presented at the November, 2011 AACR-.NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics in San Francisco, CA, Xxxxx scientists showed that mimics of five tumor suppressor miRNAs, including miR-34 and let-7, all significantly inhibited the growth of liver tumors compared to animals treated with formulated negative control miRNAs. The five xxXXX mimics were complexed. with Marina Biotech’s SMARTICLES delivery formulation and injected into NOD/SCID mice with orthotopically grown Hep3B human liver cancer xenografts. The companies will present their respective science and technologies at the upcoming Biotech ShowcaseTM 2012, January 9-11, 2012 at the Parc 00 Xxxxxxx Xxx Xxxxxxxxx - Xxxxx Xxxxxx at 00 Xxxxx Xxxxxx Street, San Francisco, CA. Xxxxx Therapeutics will present on Monday, 9 January at 3:00 pm and Marina Biotech will present on Tuesday, 10 January at 2:30 pm. About Marina Biotech, Inc. Marina Biotech is a biotechnology company focused on the development and commercialization. of oligonucleotide-based therapeutics utilizing multiple mechanisms of action including RNA interference (RNAi) and messenger RNA translational blocking. The Marina Biotech pipeline currently includes a clinical program in Familial Adenomatous Polyposis (a precancerous syndrome) and two preclinical programs — in bladder cancer and malignant ascites. Marina Biotech entered into an exclusive agreement with The Debiopharm Group for the development and commercialization of the bladder cancer program. Marina Biotech’s goal is to improve human health through the development of RNAi- and oligonucleotide-based compounds and drug delivery technologies that together provide superior therapeutic options for patients. Additional information about Marina Biotech is available at xxxx://xxx.xxxxxxxxx.xxx. About Xxxxx Therapeutics, Inc. Xxxxx Therapeutics is a biotechnology company focused on the development and commercialization of microRNA (xxXXX) therapeutics. The Company has a substantial intellectual property portfolio on the therapeutic use of miRNAs developed by its own scientists as well as in-licensed from other institutions. Mirna’s IP portfolio contains >300 miRNAs with applications in oncology and other diseases. Oncology-directed miRNAs include those that are key tumor suppressors in cancer, such as miR-34 and let-7 that have proven to block tumor growth in. a number of different pre-clinical animal studies. The Company, founded in 2007, is located in Austin, Texas, and has received significant funding from the State of Texas, both through the State’s Emerging Technology Fund and from the Cancer Prevention and Research Institute of Texas (CPRIT). Xxxxx Therapeutics is the recipient of a $10.3 million commercialization award from CPRIT. For more information, visit xxx.XxxxxXx.xxx Forward-Looking Statements Statements made in this news release may be forward-looking statements within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: (i) the ability of Marina Biotech to obtain additional funding; (ii) the ability of Marina Biotech to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of Marina Biotech and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of Marina Biotech and/or a partner to obtain required governmental approvals; and (v) the ability of Marina Biotech and/or a partner to develop and commercialize products prior to, and that can compete favorably with those of, competitors. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in Marina Biotech’s most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission. Marina Biotech assumes no obligation to update and supplement forward-looking statements because of subsequent events. Marina Biotech, Inc. Xxxxxx Xxxxxx Interim Chief ‘Financial Officer (000) 000-0000 xxxxxxx@xxxxxxxxx.xxx Xxxxx Therapeutics, Inc. Xxxx Xxxxxxx, M.D., X.Xx. President and Chief Executive Officer (000) 000-0000 xxxxxxxx@xxxxxxx.xxx

Hypothetical. Assume that MirnaRx grants a sublicense to a Sublicensee to develop and commercialize its Licensed Product “[***]” when such product has [***] but before [***]. Assume further that under such sublicense agreement, the Sublicensee pays MirnaRx an upfront sublicense fee of $[***], pays no milestone payment on [***], and pays MirnaRx the following milestone payments with respect to such sublicense grant on achieving the listed milestone events: (a) $[***] on [***], $[***] on [***], and $[***] on [***]. Based on the foregoing assumptions (and understanding that this is just a hypothetical example and provides no precedence or assumption of the terms of an actual sublicense deal), MirnaRx would pay to Marina Bio Sublicense Fees in the following amounts and times under such hypothetical: · • Sublicense Fee of $[***], by the date [***] after the upfront sublicense fee is paid ([***]% of the upfront) · • Sublicense Fee of $[***], by the date [***] after the [***] milestone for [***] is achieved by Sublicensee (the “True-Up Payment” of $[***] equal to the difference between the “[***]” milestone payment amount under Section 5.3(a)(i)(2) and the “Cumulative Sublicense Fees” paid to Marina Bio up to that point for such product) · • Sublicense Fee of $[***], by the date [***] after [***] (equal to [***]% of the milestone payment made by the Sublicensee, plus a “True-up Payment” of $[***], such that the Cumulative Sublicensee Fees as of such date (such cumulative amount equal to $[***] after such True-Up Payment) equals the Milestone Payment Sum as of such date (which is $[***], including the milestone payment amount under Section 5.3(a)(i)(3) for achieving a [***] milestone) · • Sublicense Fee of $[***] by the date [***] after [***] ([***]% of the milestone payment paid by Sublicensee to MirnaRx for [***]) · • Sublicense Fee of $[***], by the date [***] after [***] (equal to [***]% of the milestone payment by the Sublicensee, plus a “True-up Payment” of $[***], such that the Cumulative Sublicensee Fees as of such date (such cumulative amount equal to $[***] after such True-Up Payment) equals the Milestone Payment Sum as of such date (which is $[***], including the milestone payment amount under Section 5:3(a)(i)(45.3(a)(i)(4) for [***]) ] [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. APPENDIX C JOINT PRESS RELEASE Marina Biotech and Xxxxx Therapeutics Announce License Agreement for the Development of microRNA-based Therapeutics - Xxxxx Therapeutics will develop oncology-focused compounds utilizing their proprietary microRNAs combined with Marina Biotech’s novel SMARTICLES® liposomal delivery technology - Bothell, WA and Austin, TX December 23, 2011 — – Marina Biotech, Inc. (Nasdaq: MRNA), a leading oligonucleotide-based drug discovery and development company, and Xxxxx Therapeutics, Inc. (Xxxxx), a privately-held biotechnology company pioneering microRNA (xxXXX) replacement therapy for cancer, announced today that they have entered into a license agreement regarding the development and commercialization of microRNA-based therapeutics utilizing Mirna’s proprietary microRNAs and Marina Biotech’s novel SMARTICLES liposomal delivery technology. Xxxxx will have full responsibility for the development and commercialization of any products arising under the Agreement and Marina Biotech will support pre-clinical and process development efforts. Under terms of the Agreement, Marina Biotech could receive up to $63 million in total upfront, clinical and commercialization milestone payments, as well as royalties on sales, based on the successful outcome of the collaboration. Further terms of the Agreement were not disclosed. “Given the challenge of effectively delivering oligonucleotides to target tissues, we devoted considerable effort to identifying an optimal delivery technology that would allow for systemic administration of our potent xxXXX tumor suppressors and which is already in clinical testing,” said Xxxx Xxxxxxx, M.D., X.Xx., President and CEO of Xxxxx Therapeutics. “With the dramatic in vivo results achieved with our xxXXX. xxXXX mimics, we believe the SMARTICLES technology solves the delivery challenge for us, and we are now looking forward to bringing our xxXXX mimics into the clinic in the next 18 months as promising targeted cancer therapeutics. “We are extremely pleased to have entered into this relationship with a company as well respected in the area of microRNA-based therapeutics as Xxxxx Therapeutics,” stated J. Xxxxxxx Xxxxxx, President and CEO of Marina Biotech. “We are excited to see the continued advancement of oligonucleotide-based therapeutics and to be able to provide a technology capable of effectively delivering, in this case, systemically administered xxXXX mimetics. We look forward to the rapid advancement. advancement of Xxxxx. Xxxxx Therapeutics’ clinical pipeline and the opportunity to bring novel therapeutics to patients in need.” In a recent poster entitled “The Development of a xxXXX-based Therapeutic Candidate for Hepatocellular Carcinoma,” presented at the November, 2011 AACR-.NCIAACR-NCI-EORTC International [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Conference on Molecular Targets and Cancer Therapeutics in San Francisco, CA, Xxxxx scientists showed that mimics of five tumor suppressor miRNAs, including miR-34 and let-7, all significantly inhibited the growth of liver tumors compared to animals treated with formulated negative control miRNAs. The five xxXXX mimics were complexed. complexed with Marina Biotech’s SMARTICLES delivery formulation and injected into NOD/SCID mice with orthotopically grown Hep3B human liver cancer xenografts. The companies will present their respective science and technologies at the upcoming Biotech ShowcaseTM Showcase™ 2012, January 9-11, 2012 at the Parc 00 Xxxxxxx Xxx Xxxxxxxxx - Xxxxx Xxxxxx 55 Wyndham San Francisco – Union Square at 00 Xxxxx Xxxxxx Street, San Francisco, CA. Xxxxx Therapeutics will present on Monday, 9 January at 3:00 pm and Marina Biotech will present on Tuesday, 10 January at 2:30 pm. About Marina Biotech, Inc. Marina Biotech is a biotechnology company focused on the development and commercialization. commercialization of oligonucleotide-based therapeutics utilizing multiple mechanisms of action including RNA interference (RNAi) and messenger RNA translational blocking. The Marina Biotech pipeline currently includes a clinical program in Familial Adenomatous Polyposis (a precancerous syndrome) and two preclinical programs — in bladder cancer and malignant ascites. Marina Biotech entered into an exclusive agreement with The Debiopharm Group for the development and commercialization of the bladder cancer program. Marina Biotech’s goal is to improve human health through the development of RNAi- and oligonucleotide-based compounds and drug delivery technologies that together provide superior therapeutic options for patients. Additional information about Marina Biotech is available at xxxx://xxx.xxxxxxxxx.xxx. About Xxxxx Therapeutics, Inc. Xxxxx Therapeutics is a biotechnology company focused on the development and commercialization of microRNA (xxXXX) therapeutics. The Company has a substantial intellectual property portfolio on the therapeutic use of miRNAs developed by its own scientists as well as in-licensed from other institutions. Mirna’s IP portfolio contains >300 miRNAs with applications in oncology and other diseases. Oncology-directed miRNAs include those that are key tumor suppressors in cancer, such as miR-34 and let-7 that have proven to block tumor growth in. in a number of different pre-clinical animal studies. The Company, founded in 2007, is located in Austin, Texas, and has received significant funding from the State of Texas, both through the State’s Emerging Technology Fund and from the Cancer Prevention and Research Institute of Texas (CPRIT). Xxxxx Therapeutics is the recipient of a $10.3 million commercialization award from CPRIT. For more information, visit xxx.XxxxxXx.xxx xxx.xxxxxxx.xxx Forward-Looking Statements Statements made in this news release may be forward-looking statements within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: (i) the ability of Marina Biotech to obtain additional funding; (ii) the ability of Marina Biotech to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of Marina Biotech and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of Marina Biotech and/or a partner to obtain required governmental approvals; and (v) the ability of Marina Biotech and/or a partner to develop and commercialize products prior to, and that can compete favorably with those of, competitors. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in Marina Biotech’s most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission. Marina Biotech assumes no obligation to update and supplement forward-looking statements because of subsequent events. Marina Biotech, Inc. Xxxxxx Xxxxxx Interim Chief ‘Financial Officer (000) 000-0000 xxxxxxx@xxxxxxxxx.xxx Xxxxx Therapeutics, Inc. Xxxx Xxxxxxx, M.D., X.Xx. President and Chief Executive Officer (000) 000-0000 xxxxxxxx@xxxxxxx.xxx