Common use of Milestone Payments Clause in Contracts

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] [***] (b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial part consideration of the license rights granted by Marina Bio under this Agreement, . MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently independent of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Eventmilestone event: (i) For each Licensed Product: : (1) [***] $ [***] (2) [***] $ [***] (3) [***] $ [***] (4) [***] $ [***] (ii) For each Additional Additional. Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] $ [***] (b) ] For clarity, clarity each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event such [***] Certain information in such 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. subclause (i1), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Licensed. Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) ($[***] ]) will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx MirnaRx. (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (cb) Notwithstanding Sections 5.3(a) and 5.3(b) and MirnaRx shall promptly notify Marina Bio of the milestone table above, (i) no Milestone Payment for achievement of any Milestone Event for each Licensed Product. All Milestone Payments under subsection (a) above are non-refundable and. non-creditable, and shall be due within [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the applicable Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]Event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this AgreementLicense, MirnaRx shall Company will also pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of Penn the applicable milestone event set forth payment listed in the table below, solely with respect to the first two (2) Licensed Products, in connection with the achievement of each milestone event for each such payments to be in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: . 1 Effectiveness of IND or IND Amendment for each such Licensed Product $ 50,000 2 Initiation of a Phase II clinical trial for each such Licensed Product $ 100,000 3 [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of ] 4 [***] Additional Indications: (1) [***] [***] (b) For clarity, ] 5 First calendar year in which Sales of each of the above milestone payments shall be paid only once for a particular such Licensed Product, regardless if any such Milestone Event is achieved more than once, except that Product exceed $[***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the ] [***] Milestone Event as set forth 6 First calendar year in (i)(3) in the table above is not achieved for a which Net Sales of each such Licensed Product but the exceed $[**] [**] For the sake of clarity, Milestone Events are cumulative. Achievement of a Milestone Event triggers all prior milestones unless previously triggered and paid. As an example, the first year in which calendar year Net Sales of the first Licensed Product exceed $[**] would trigger all as set forth yet unpaid milestones. Assuming in (i)(4) above is achieved this example that this was the first Licensed Product and that no milestones had been paid for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) all milestones would become due, totaling $[***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below]. (cb) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Any License Maintenance Fee paid will be creditable against any applicable Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and within a year after the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writingdate on which such License Maintenance Fee payment was due. 1.7. (c) The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the Payments set forth in this Section 3.3 shall be payable upon achievement of the corresponding milestone event by Company or any of its Affiliates or sublicensees; provided that any such Milestone Event Payments payable based upon achievement of the corresponding milestone event by a third party sublicensee shall be subtracted from subsequent Sublicense Income for purposes of determining the Sublicense Fees payable to Penn pursuant to Section 3.7. (d) Company will provide Penn with written notice within [***] of the days after achieving each milestone table above has been paid in full by MirnaRx [***]event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration Subject to Closing and the other applicable terms and conditions of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon from and after the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone Closing, when an event set forth in the table belowbelow is achieved (each such event, such payments a “Milestone Event”), Purchaser shall pay (or cause to be paid) to Seller, in accordance with and subject to the terms of this Agreement, the one-time, non-refundable, non-creditable payment equal to the corresponding amount of “Milestone Payment” set forth in the listed amounts for the applicable table below (each such payment, a “Milestone Event: (i) For each Licensed Product: Payment”). Annual Net Sales first exceeding $125,000,000 [**] Annual Net Sales first exceeding $[*] [***] (ii) For each Additional Indication for the Licensed Product, up to total of ] Annual Net Sales first exceeding $[***] Additional Indications: (1) [***] [*] Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $500,000,000 [*] Each of the Milestone Payments shall be payable only one time, for the first achievement of the corresponding Milestone Event, and no Milestone Payments would be due for subsequent or repeated achievements of the same Milestone Event. Furthermore, [*] (b) For clarity, each of the above milestone payments . Each Milestone Payment shall be paid only once within [*] days after the achievement of the corresponding Milestone Event, with such achievement being deemed to have occurred upon the completion of audited financial statements which present Net Sales for the Products (separately, as a particular Licensed Productgroup, regardless if from any other products of Purchaser) for the fiscal period in which such Milestone Event was achieved; provided, that, in the event that Purchaser is achieved more than oncenot required under applicable Law to publicly disclose its audited financial statements which present Net Sales for the Products (separately, except that [***]. Furtheras a group, if a particular Licensed Product achieves a particular Milestone Event under subclause (ifrom any other products of Purchaser) for any given calendar year, Purchaser shall engage an independent accounting firm to audit Net Sales for such calendar year and the achievement of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous any Milestone Event shall be deemed also achieved, and to have occurred upon the Milestone Payment associated with completion of such audit for the calendar year in which such Milestone Event was achieved, which audit shall then be paid with the achievement completed no later than March 31 of the subsequent succeeding year. All Milestone Event. For illustrative purposes only, if the [***] Milestone Event Payments shall be made by wire transfer of immediately available funds in United States dollars to such account as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will may be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which designated to Purchaser by Seller at least two Business Days prior to the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 belowpayment date. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial part consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx ProNAi shall pay to Marina Bio a non-refundable, non-creditable milestone payment upon the first achievement by MirnaRx (independently of work done by ProNAi, its Affiliate or in collaboration with a Sublicensee) Sublicensee of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Eventmilestone event: (i) For each Licensed Product: [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] [$ [ ***] (b2) [***] $ [ ***] (3) [***] $ [ ***] (4) [***] $ [ ***] (ii) [***] $ [ ***] For clarity, clarity each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) ($[***] ]) will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 [***] under subclause (i) of the above table and $10,000,000 14,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (cb) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of ProNAi shall [***] notify Marina of the milestone table aboveachievement of any Milestone Event for each Licensed Product. All Milestone Payments under subsection (a) above are non-refundable and non-creditable, and (ii) no shall be due within [***] 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. Milestone Payments for [***] days of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the applicable Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]Event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event: (i) For As additional consideration for the Purchased Assets above and beyond the Closing Purchase Price, Purchaser shall make Annual Milestone Payments (as defined below) to Seller upon the achievement of certain Gross Profit goals in accordance with the specific terms of this Section 2.8. Annual Milestone Payments (as defined below) shall be earned and payable in accordance with the terms of this Section 2.8, when, in respect of each Licensed Product: applicable four calendar quarter period during the Milestone Payments Term beginning on April 1 and ending on the subsequent March 31 of the following calendar year (each an “Annual Period”, other than in respect of the first period which shall run from the Closing Date through and including March 31, 2017, hereinafter referred to as the “First Annual Period”), Gross Profit arising out of the sale of the Products in each such Annual Period, or the First Annual Period, as applicable, exceeds [***] (an “Annual Gross Profit Milestone”). (ii) During the period from and after the Closing Date, through the [***] ] anniversary thereof (ii) For each Additional Indication for the Licensed Product“Milestone Payments Term”), up if an Annual Gross Profit Milestone is met, Seller shall be entitled to total receive from Purchaser an aggregate amount equal to [***] of all of Purchaser’s Gross Profit in excess of [***] Additional Indications: arising out of Purchaser’s sale of the Products in such applicable Annual Period (1or with respect to the First Annual Period, from the Closing Date through and including March 31, 2017) [***] (each payment in respect of an Annual Gross Profit Milestone, an “Annual Milestone Payment”); provided, that the aggregate sum of all Annual Milestone Payments made to Seller pursuant to this Agreement shall not exceed [***] , minus any Offset Amounts claimed by Purchaser under Section 9.11 and subject to adjustment in accordance with Section 2.7(f) (b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the “Maximum Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 belowAmount”). (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx Pfizer shall pay to Marina Bio Incyte, a milestone payment upon the first achievement by MirnaRx non-creditable (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event except as set forth in this Section 8.2), non-refundable, milestone payment (each, an “Event Milestone Payment”) for Pfizer Products in respect of each of the table belowfollowing events (each, such payments to be an “Event Milestone”) in the listed particular amounts specified below within twenty (20) Business Days after the occurrence of the relevant Event Milestone. Event Milestone “M” means million *** *** *** *** *** Event Milestone “M” means million *** *** *** *** *** *** *** *** *** *** *** *** *** Event Milestone “M” means million *** *** *** TOTAL *** *The Event Milestone Payments in this column shall only apply if the Compound that Pfizer develops for any Pfizer Indication in the applicable Milestone Event: (i) For each Licensed Product: [*** is ***] [. ** The Event Milestone Payments in this column shall apply to any Compound that Pfizer develops for any Pfizer Indication in the ***] (ii) For each Additional Indication for the Licensed Product, up to total of [other than ***] Additional Indications: (1) [***] [***]. (b) For clarity, each of the above milestone payments All Event Milestone Payments set forth in this Section 8.2 shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes onlyof this Section 8.2, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(aif a Phase II(b) Trial or a Phase III Trial of a Pfizer Product Commences, or a Pfizer Product is the subject of an NDA that has been filed or accepted for filing, such Pfizer Product shall be deemed to have achieved all the Event Milestones prior to that stage of development, and 5.3(b) if the related Event Milestone Payment for any of such earlier Event Milestones has not been previously paid and would otherwise be due under this Section 8.2, it shall then be paid. *** within *** Business Days after the milestone table above, occurrence of the earlier of (i) no Milestone Payment for achievement of [the *** or (ii) the ***] of . (d) Notwithstanding anything to the milestone table abovecontrary in this Section 8.2, and (ii) no [***] Certain information in this document has been omitted and filed separately with . The Parties agree that for purposes of determining the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Event Milestone Payments for [payable under this Section 8.2, ***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7*** The examples below are for illustrative purposes only. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [Example 1: *** Example 2: *** Example 3: *** Example 4: *** ***] (e) In the event that a Party has given the other Party any notice of termination of this Agreement under Section 11, no further Event Milestone Payments shall become due during such notice period. If such notice of termination is the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 subject of a dispute, such dispute shall be amended resolved in accordance with Section 11.3(d) and restated in its entirety with the following:Article 14.

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event As set forth in the table belowfollowing table, such payments Amgen will make Milestone Payments to BIND upon achievement of each of the Milestones Events by Amgen, an Affiliate of Amgen or a Sublicensee. Each Milestone Payment will be in payable by Amgen to BIND within [***] after becoming due hereunder and will be non-refundable and non-creditable (upon the listed amounts request of Amgen, BIND will issue an invoice for the applicable any Milestone Event:Payment due hereunder). Milestone Event Milestone Payment (i) For each Licensed Product: 1. [***] [**** ] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) 2. [***] [*** ] 3. [***] [*** ] 4. [***] [*** ] 5. [***] [*** ] 6. [***] [*** ] 7. [***] [*** ] 8. [***] [*** ] 9. [***] [*** ] 10. [***] [*** ] (a) Each Product Candidate or Licensed Product which is the first to be used by Amgen (directly or with or through an Amgen Affiliate or Sublicensee) to achieve a particular Milestone Event hereunder shall trigger the payment of the relevant Milestone Payment and shall be a “Milestone Bearing Product Candidate or Licensed Product.” (b) For clarity, each If a Milestone Event described above for any of the above milestone payments shall be paid only once for a [***] is not achieved with a particular Milestone Bearing Product Candidate or Licensed ProductProduct (each a “Skipped Milestone Event”), regardless if any but a Milestone Event described above that is subsequent to the Skipped Milestone Event(s) is achieved with such Milestone Event Bearing Product Candidate or Licensed Product (e.g., approval is achieved more than once, except that sought for example on a [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment Payments for achievement of the such Skipped Milestone Event Event(s) will then be due and payable with and in clause (i)(3) [***] will be paid when addition to the Milestone Payment for (i)(4) is paidthe achieved Milestone Event. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] * Certain information in on this document page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Amgen Contract No.: 2013579490 19 EXECUTION COPY (c) If Amgen (directly or with or through an Amgen Affiliate or Sublicensee) achieves one or more Milestone Payments Events with a particular Milestone Bearing Product Candidate or Licensed Product and then abandons Development and Commercialization of such Milestone Bearing Product Candidate or Licensed Product, then the next Product Candidate or Licensed Product that is in Development for [***] of the milestone table above, same Indication as the abandoned Milestone Bearing Product Candidate or Licensed Product shall itself be payable a Milestone Bearing Product Candidate or Licensed Product with respect to any all Milestone Events that were not previously achieved with the abandoned Milestone Bearing Product Candidate or Licensed Product. (d) If Amgen (directly or with or through an Amgen Affiliate or Sublicensee) pursues the Development and Commercialization of a Product Candidate or Licensed Product containing for an Indication that is different than the Indication for the first Product Candidate or incorporating miR-34. For clarityLicensed Product (including, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to for these purposes, all back-ups or other Product Candidates or Licensed Products that are in Development for the same Indication as the first such Product Candidate or Licensed Product, collectively the “First Product Candidate or Licensed Product”), then such second Product Candidate or Licensed Product shall itself be a Milestone Bearing Product Candidate or Licensed Product for purposes of this Agreement (for avoidance of doubt, such deemed Milestone Bearing Product Candidate or Licensed Product may be the same Product Candidate or Licensed Product as the First Product Candidate or Licensed Product in which case the First Product Candidate or Licensed Product shall be deemed to be a Milestone Bearing Product Candidate or Licensed Product for each of its two Indications)(such second Product Candidate or Licensed Product, whether or not it is a different Product Candidate or Licensed Product than the First Licensed Candidate or Licensed Product, is the “Second Product Candidate or Licensed Product”). The Second Product Candidate or Licensed Product shall be deemed to be a Milestone Bearing Product Candidate or Licensed Product, and shall trigger the payment of Milestone Payments upon the achievement of Milestone Events (other than any with respect to Milestone Event 10), in the same manner, and subject to the same limitations, as the First Product Candidate or Licensed Product, only if the First Product Candidate or Licensed Product containing achieves Regulatory Approval (provided that, if at the time such First Product Candidate or incorporating miR-34Licensed Product achieves Regulatory Approval Amgen is not then currently in active Development of such Second Product Candidate or Licensed Product (i.e., unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, Amgen is not conducting GLP Toxicology Studies or clinical trials) then the Milestone Payment for Payments with respect to such Second Product Candidate or Licensed Product shall not be payable until the achievement of the next Milestone Event [by such Second Product Candidate or Licensed Product). If Amgen, its Affiliates and Sublicensees abandon Development and Commercialization of the First Product Candidate or Licensed Product, then the most advanced Product Candidate or Licensed Product then in Development (together with its back-ups and other Product Candidates or Licensed Products that are in Development for the same Indication) shall be deemed from that time forward to be the First Product Candidate or Licensed Product and, if any Product Candidate or Licensed Product then or later so qualifies, it shall be designated the Second Product Candidate or Licensed Product. (e) Anything herein to the contrary notwithstanding: (i) subject to the satisfaction of the conditions set forth in this Section 9.3, each Milestone Payment may become due and payable a maximum of two times, (ii) no Milestone Payment shall become due and payable in connection with the achievement of a Milestone Event that was previously achieved, and for which a Milestone Payment was made, with a Product Candidate or Licensed Product that has the same Indication as the Product Candidate or Licensed Product that was used to so previously achieve such Milestone Event and (iii) no Milestone Payments will become due and payable hereunder in connection with the Second Product Candidate or Licensed Product unless and until the First Product Candidate or Licensed Product achieves Regulatory Approval. ***] of the milestone table above * Certain information on this page has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended omitted and restated in its entirety filed separately with the following:Commission. Confidential treatment has been requested with respect to the omitted portions. Amgen Contract No.: 2013579490 20 EXECUTION COPY

Milestone Payments. (a) In partial further consideration of the license licenses and rights granted to Novartis hereunder, upon achievement of each of the following Milestones for a Product set forth below, the corresponding Milestone Payments will be payable by Marina Bio under this Agreement, MirnaRx shall pay Novartis to Marina Bio a milestone payment upon AVEO: Milestone Milestone Payment (USD) (b) Each Milestone Payment will be deemed earned as of the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event corresponding Milestone, as determined by Novartis. Novartis will provide AVEO with written notice of the achievement of each Milestone within [**] days after such Milestone is determined to have been achieved and will make the corresponding Milestone Payment within [**] days after the date of receipt by Novartis of an Invoice for the indicated amount. (c) Except for the [**] (which will be payable only once), each Milestone in the table above will be paid (i) 100% for the first Indication, and (ii) [**]% for the second Indication. For the avoidance of doubt: (x) each Milestone Payment will be payable only on the first occurrence of the Milestone per Indication; (y) none of the Milestone Payments will be payable more than [**]% of what is set forth in the table belowabove (i.e., such payments to be in the listed amounts 100% for the applicable Milestone Event: (i) For each Licensed Product: first Indication, [***] ]% for the second Indication, and no further payments for the third and any subsequent Indication); and (z) no additional Milestone Payments will be due for Milestones completed for the Development and Commercialization of Products that were previously achieved by a different Product for the same Indication, for any additional Indications (after the first two), or for any different AVEO Antibodies or Combination Products. (d) In the event that a milestone is skipped for any reason and a subsequent milestone is achieved with respect to any Product (e.g., [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] [***] (b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Novartis shall pay the amount of the skipped Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the upon achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 belowMilestone. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event As set forth in the table belowfollowing table, such payments Amgen will make Milestone Payments to BIND upon achievement of each of the Milestones Events by Amgen, an Affiliate of Amgen or a Sublicensee. Each Milestone Payment will be in payable by Amgen to BIND within [***] days after becoming due hereunder and will be non-refundable and non-creditable (upon the listed amounts request of Amgen, BIND will issue an invoice for the applicable any Milestone Event:Payment due hereunder). Milestone Event Milestone Payment (i) For each Licensed Product: 1. [***] [**** ] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) 2. [***] [*** ] 3. [***] [*** ] 4. [***] [*** ] 5. [***] [*** ] 6. [***] [*** ] 7. [***] [*** ] 8. [***] [*** ] 9. [***] [*** ] 10. [***] [*** ] (a) Each Product Candidate or Licensed Product which is the first to be used by Amgen (directly or with or through an Amgen Affiliate or Sublicensee) to achieve a particular Milestone Event hereunder shall trigger the payment of the relevant Milestone Payment and shall be a “Milestone Bearing Product Candidate or Licensed Product.” (b) For clarity, each If a Milestone Event described above for any of the above milestone payments shall be paid only once for a [***] is not achieved with a particular Milestone Bearing Product Candidate or Licensed ProductProduct (each a “Skipped Milestone Event”), regardless if any but a Milestone Event described above that is subsequent to the Skipped Milestone Event(s) is achieved with such Milestone Event Bearing Product Candidate or Licensed Product (e.g., approval is achieved more than once, except that sought for example on a [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment Payments for achievement of the such Skipped Milestone Event Event(s) will then be due and payable with and in clause (i)(3) [***] will be paid when addition to the Milestone Payment for (i)(4) is paidthe achieved Milestone Event. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] * Certain information in on this document page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Amgen Contract No.: 2013579490 19 EXECUTION COPY (c) If Amgen (directly or with or through an Amgen Affiliate or Sublicensee) achieves one or more Milestone Payments Events with a particular Milestone Bearing Product Candidate or Licensed Product and then abandons Development and Commercialization of such Milestone Bearing Product Candidate or Licensed Product, then the next Product Candidate or Licensed Product that is in Development for [***] of the milestone table above, same Indication as the abandoned Milestone Bearing Product Candidate or Licensed Product shall itself be payable a Milestone Bearing Product Candidate or Licensed Product with respect to any all Milestone Events that were not previously achieved with the abandoned Milestone Bearing Product Candidate or Licensed Product. (d) If Amgen (directly or with or through an Amgen Affiliate or Sublicensee) pursues the Development and Commercialization of a Product Candidate or Licensed Product containing for an Indication that is different than the Indication for the first Product Candidate or incorporating miR-34. For clarityLicensed Product (including, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to for these purposes, all back-ups or other Product Candidates or Licensed Products that are in Development for the same Indication as the first such Product Candidate or Licensed Product, collectively the “First Product Candidate or Licensed Product”), then such second Product Candidate or Licensed Product shall itself be a Milestone Bearing Product Candidate or Licensed Product for purposes of this Agreement (for avoidance of doubt, such deemed Milestone Bearing Product Candidate or Licensed Product may be the same Product Candidate or Licensed Product as the First Product Candidate or Licensed Product in which case the First Product Candidate or Licensed Product shall be deemed to be a Milestone Bearing Product Candidate or Licensed Product for each of its two Indications)(such second Product Candidate or Licensed Product, whether or not it is a different Product Candidate or Licensed Product than the First Licensed Candidate or Licensed Product, is the “Second Product Candidate or Licensed Product”). The Second Product Candidate or Licensed Product shall be deemed to be a Milestone Bearing Product Candidate or Licensed Product, and shall trigger the payment of Milestone Payments upon the achievement of Milestone Events (other than any with respect to Milestone Event 10), in the same manner, and subject to the same limitations, as the First Product Candidate or Licensed Product, only if the First Product Candidate or Licensed Product containing achieves Regulatory Approval (provided that, if at the time such First Product Candidate or incorporating miR-34Licensed Product achieves Regulatory Approval Amgen is not then currently in active Development of such Second Product Candidate or Licensed Product (i.e., unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, Amgen is not conducting GLP Toxicology Studies or clinical trials) then the Milestone Payment for Payments with respect to such Second Product Candidate or Licensed Product shall not be payable until the achievement of the next Milestone Event [by such Second Product Candidate or Licensed Product). If Amgen, its Affiliates and Sublicensees abandon Development and Commercialization of the First Product Candidate or Licensed Product, then the most advanced Product Candidate or Licensed Product then in Development (together with its back-ups and other Product Candidates or Licensed Products that are in Development for the same Indication) shall be deemed from that time forward to be the First Product Candidate or Licensed Product and, if any Product Candidate or Licensed Product then or later so qualifies, it shall be designated the Second Product Candidate or Licensed Product. (e) Anything herein to the contrary notwithstanding: (i) subject to the satisfaction of the conditions set forth in this Section 9.3, each Milestone Payment may become due and payable a maximum of two times, (ii) no Milestone Payment shall become due and payable in connection with the achievement of a Milestone Event that was previously achieved, and for which a Milestone Payment was made, with a Product Candidate or Licensed Product that has the same Indication as the Product Candidate or Licensed Product that was used to so previously achieve such Milestone Event and (iii) no Milestone Payments will become due and payable hereunder in connection with the Second Product Candidate or Licensed Product unless and until the First Product Candidate or Licensed Product achieves Regulatory Approval. ***] of the milestone table above * Certain information on this page has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended omitted and restated in its entirety filed separately with the following:Commission. Confidential treatment has been requested with respect to the omitted portions. Amgen Contract No.: 2013579490 20 EXECUTION COPY

Milestone Payments. (a) In partial consideration Auxilium shall make each of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay milestone payments indicated below to Marina Bio a milestone payment VIVUS upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable corresponding milestone event set forth event, and in each case as adjusted pursuant to Section 7.4: ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Approval by FDA of a Time of Onset Claim for the Product in the table below, such payments to be Auxilium Territory $ 15 Million Aggregate Net Sales of Product in any calendar year in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: Auxilium Territory first reach $[***] $ [***] (ii) For each Additional Indication for ] Aggregate Net Sales of Product in any calendar year in the Licensed Product, up to total of Auxilium Territory first reach $[***] Additional Indications: (1) $ [***] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [*] (b) For clarity, each *] Aggregate Net Sales of Product in any calendar year in the above Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Each milestone payments payment in this Section 7.2 shall be paid only once for a particular Licensed Productonce. The maximum total amount of payment to VIVUS pursuant to this Section 7.2 shall be two hundred seventy million dollars ($270,000,000). For the Time of Onset Claim milestone payment above, regardless if any such Milestone Event is achieved more than once, except that Auxilium shall pay VIVUS the applicable milestone payment within [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with ] after the achievement of the subsequent Milestone Eventcorresponding milestone event. For illustrative purposes onlythe other milestone payments, if Auxilium shall notify and pay to VIVUS the [***] Milestone Event as set forth in (i)(3) in applicable milestone payment together with the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement delivery of the Milestone Event quarterly report pursuant to Section 7.5 for the calendar quarter in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34event was achieved. For clarity, Sections 5.3(ain the event that more than one (1) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Dateaggregate Net Sales thresholds is achieved in a calendar year, the Milestone Payment for the achievement Auxilium shall owe each of the Milestone Event [***] of the corresponding payments. Each milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 payment hereunder shall be amended made by wire transfer of immediately available funds into an account designated in writing by VIVUS. Each such milestone payment is non-refundable and restated in its entirety with the following:non-creditable against any other payments due hereunder.

Milestone Payments. (a) In partial consideration of Cypress shall make the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a following non-refundable and non-creditable milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: BioLineRx within [***] days after the first achievement of each milestone event for a Product in the Field in the Cypress Territory as set forth in this Section 8.2 by Cypress or its Affiliates or sublicensees. Each milestone payment by Cypress to BioLineRx hereunder shall be payable only once, regardless of the number of times achieved by the Products, provided that, if more than one sales milestones that are triggered by annual aggregate Net Sales that have not been previously paid are triggered at the end of any particular calendar year, then each and every of such sales milestones shall be deemed to have been achieved upon the end of such calendar year and the corresponding milestone payments triggered by each and every of such sales milestones shall become due at the end of such calendar year; provided, however, that if such cumulative milestone payments imposes a financial burden upon Cypress, the timing of such payments may be reasonably adjusted by up to [***] (ii) For each Additional Indication for the Licensed Product, up to total of . The [***] Additional Indications: regulatory milestone #1 may be paid as follows, in Cypress’ sole discretion: (1i) [***] in cash; or (ii) subject to the approval of the Tel Aviv Stock Exchange (“TASE’s Approval”), $5,000,000 in cash and [***] in consideration of the purchase of that number of ordinary shares of BioLineRx (the “Ordinary Shares”) equal to the lower of (A) [***] divided by the average of the closing price of the Ordinary Shares on the [***] days preceding the date on which regulatory milestone #1 (b) For clarity, each Initiation of the above milestone payments shall be paid only once first Phase 3 Clinical Trial for a particular Licensed Product) occurs, regardless if any and (B) [***] of BioLineRx’s issued share capital (where such Milestone Event number of Ordinary Shares (as set forth in (A) or (B), as applicable) is achieved more referred to as the “Share Amount”). If the value represented by the Share Amount is less than once[***], except then the cash consideration will be adjusted so that the total consideration in respect of regulatory milestone #1 will equal [***]. FurtherUpon the reasonable request of Cypress following the occurrence of regulatory milestone #1, if a particular Licensed Product achieves a particular Milestone Event BioLineRx will provide to Cypress all documentation and information related to the Ordinary Shares, including any restrictions or limitations on such Ordinary Shares. Cypress shall make its election under subclause (ithis Section 8.2(a) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the within [***] Milestone Event as set forth days following the achievement of regulatory milestone #1. If Cypress elects to receive Ordinary Shares, BioLineRx shall issue Cypress the Share Amount following the receipt of the consideration in (i)(3) in respect of the table above is not achieved Share Amount. In addition, to the extent necessary to permit Cypress to re-sell the Share Amount without restriction, BioLineRx shall, promptly following the issuance of the Share Amount, use its best efforts to complete the registration for a Licensed Product but re-sale of the Share Amount issued hereunder within [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement days of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) issuance of the above table and $10,000,000 in totalShare Amount to Cypress. For additional clarity, if MirnaRx (or BioLineRx shall use its Affiliate) enters into a sublicense Agreement under which best efforts to receive TASE’s Approval promptly following the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 belowExecution Date. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this AgreementLicense, MirnaRx shall Company will also pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of Penn the applicable milestone event set forth payment listed in the table below, solely with respect to the first two (2) Licensed Products, in connection with the achievement of each milestone event for each such payments to be in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: . MILESTONE EVENT PAYMENT 1 Effectiveness of IND or IND Amendment for each such Licensed Product $ 50,000 2 Initiation of a Phase II clinical trial for each such Licensed Product $ 100,000 3 [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of ] 4 [***] Additional Indications: (1) [***] [***] (b) For clarity, ] 5 First calendar year in which Sales of each of the above milestone payments shall be paid only once for a particular such Licensed Product, regardless if any such Milestone Event is achieved more than once, except that Product exceed $[***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the ] [***] Milestone Event as set forth 6 First calendar year in (i)(3) in the table above is not achieved for a which Net Sales of each such Licensed Product but the exceed $[**] [**] For the sake of clarity, Milestone Events are cumulative. Achievement of a Milestone Event triggers all prior milestones unless previously triggered and paid. As an example, the first year in which calendar year Net Sales of the first Licensed Product exceed $[**] would trigger all as set forth yet unpaid milestones. Assuming in (i)(4) above is achieved this example that this was the first Licensed Product and that no milestones had been paid for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) all milestones would become due, totaling $[***] ]. EXECUTION COPY (b) Any License Maintenance Fee paid will be paid when the creditable against any applicable Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and within a year after the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writingdate on which such License Maintenance Fee payment was due. 1.7. (c) The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the Payments set forth in this Section 3.3 shall be payable upon achievement of the corresponding milestone event by Company or any of its Affiliates or sublicensees; provided that any such Milestone Event Payments payable based upon achievement of the corresponding milestone event by a third party sublicensee shall be subtracted from subsequent Sublicense Income for purposes of determining the Sublicense Fees payable to Penn pursuant to Section 3.7. (d) Company will provide Penn with written notice within [***] of the days after achieving each milestone table above has been paid in full by MirnaRx [***]event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial part consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently independent of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable milestone event: Milestone Event:Event Milestone Payment (i) For each Licensed Product: : (1) [***] $ [***] (2) [***] $ [***] (3) [***] $ [***] (4) [***] $ [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] $ [***] (b) ] For clarity, clarity each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) ($[***] ]) will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 [***] under subclause (i) of the above table and $10,000,000 [***] in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by [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.] such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (cb) Notwithstanding Sections 5.3(a) and 5.3(b) and MirnaRx shall promptly notify Marina Bio of the milestone table above, (i) no Milestone Payment for achievement of any Milestone Event for each Licensed Product. All Milestone Payments under subsection (a) above are non-refundable and non-creditable, and shall be due within [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the applicable Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]Event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial part consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently independent of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Eventmilestone event: (i) For each Licensed Product: : (1) [***] $ [***] (2) [***] $ [***] (3) [***] $ [***] (4) [***] $ [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] $ [***] (b) ] For clarity, clarity each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) ($[***] ]) will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 [***] under subclause (i) of the above table and $10,000,000 [***] in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by [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.] such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (cb) Notwithstanding Sections 5.3(a) and 5.3(b) and MirnaRx shall promptly notify Marina Bio of the milestone table above, (i) no Milestone Payment for achievement of any Milestone Event for each Licensed Product. All Milestone Payments under subsection (a) above are non-refundable and non-creditable, and shall be due within [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the applicable Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]Event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial consideration of for the license rights and licenses granted by Marina Bio under this Agreementto Allergan hereunder Allergan shall make the following non-refundable, MirnaRx shall pay non-creditable (except as set forth in Section 6.4.1(e)) milestone payments to Marina Bio a milestone payment upon Editas, on an Allergan Development Program-by-Allergan Development Program basis, within [**] days after the first achievement by MirnaRx Editas, Allergan, or their respective Affiliates, Licensees, or Sublicensees of the clinical or regulatory milestone events set forth in the tables in Section 6.4.2 and 6.4.3 below (independently each, a “Milestone Event”). (b) In the event a Milestone Event occurs in an Allergan Development Program, all prior Milestone Events that have not occurred shall be deemed to have occurred, and any payment(s) associated with such prior Milestone Events that have not previously been paid shall be due and payable with the payment associated with the Milestone Event that occurred; provided that, such deemed achievement of work done Milestone Events in such Allergan Development Program shall be determined on a Field-by-Field basis for each of the First Field, Second Field and Third Field; provided further that, if Development for a Licensed Product is abandoned in the First Field and thereafter, a Milestone Event is achieved by or such Licensed Product in collaboration the Second Field, no payments shall be due for such Licensed Product in the Second Field with respect to any Milestone Event payments already paid with respect to such Licensed Product in the First Field. Similarly if Development for a SublicenseeLicensed Product is abandoned in the Second Field and thereafter a Milestone Event is achieved by such Licensed Product in the Third Field, no payment shall be due for such Licensed Product in the Third Field with respect to any Milestone Event payments already paid with respect to such Licensed Product in the Second Field. (c) If Editas does not timely exercise its Profit-Sharing Option with respect to an Allergan Development Program, the table in Section 6.4.2 shall apply. If Editas exercises its Profit-Sharing Option with respect to an Allergan Development Program, the table in Section 6.4.3 shall apply for so long as such Program remains a Co-Co Program (thereafter the table in Section 6.4.2 shall apply, but only with respect to Milestone Events achieved after termination of the Co-Co Program). If Allergan makes a milestone payment pursuant to the table in Section 6.4.2, which payment would not have been due pursuant to the table in Section 6.4.3 if Editas exercised its Profit-Sharing Option with respect to such Development Program prior to achievement of the applicable Milestone Event, then, in the event that Editas exercises its Profit-Sharing Option subsequent to Allergan making such milestone event payment, Allergan shall have the right to offset any such milestone payment amounts paid against other payments due to Editas hereunder. (d) For the avoidance of doubt, each milestone payment in the tables in Section 6.4.2 and Section 6.4.3 is eligible to be paid only once for each Allergan Development Program and, with respect to each Allergan Development Program, each milestone payment is due only once regardless of the number of Clinical Trials conducted under such Allergan Development Program, the number of Licensed Products under an Allergan Development Program or the number of times that a particular Milestone Event is achieved. (e) Notwithstanding the foregoing, if Allergan has a good faith belief that [**] is necessary for the Manufacture or Commercialization of a Licensed Product or if a Third Party otherwise enforces or threatens in writing to enforce the [**] against Allergan, its Affiliates or Sublicensees in connection with the Manufacture or Commercialization of a Licensed Product (“[**]”) in the US and Allergan has not obtained an [**] at or prior to the time of the First Commercial Sale of such Licensed Product in the US, Allergan shall have the right to [**] from its milestone payment for the [**] Milestone Event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: Section 6.4.2 [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] [***] (b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. FurtherSimilarly, if a particular [**] is not obtained by Allergan in a Major European Country at or prior to the time of the First Commercial Sale of such Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i)Major European Country, then such previous Milestone Event Allergan shall be deemed also achieved, and have the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if right to [**] from its milestone payment for the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for in Section 6.4.2 [**]. Each of the [**] and the [**] may hereinafter be referred to as a “[**]”. Allergan shall have the right to [**] from the applicable [**] with respect to such Licensed Product. If the [**], then Allergan shall be permitted to [**] due to Editas pursuant to Section 6.6.1 in accordance with and subject to the limitations set forth in Section 6.6.4(b)(iv) and the milestone payments made pursuant to Section 6.5.2 with respect to the applicable Allergan Development Program, provided that no milestone payment pursuant to Section 6.5.2 shall be [**] the full amount set forth in Section 6.5.2 as a result of [**] under this Section 6.4.1(e). Upon [**], Allergan shall [**] the applicable [**] to Editas [**] pursuant to this Section 6.4.1(e) and Section 6.6.4(b)(iv). If no written claim has been made against Allergan, its Affiliates or Sublicensees within [**] after the First Commercial Sale of a Licensed Product in the US or a Major European Country, Allergan shall [**] the applicable [**] to Editas [**] during such year pursuant to Section 6.6.4(b)(iv). (f) Notwithstanding anything to the contrary (but subject to the final sentence of this Section 6.4.1(f)), (i) the milestone payments for the [***] Milestone Event as set forth in the tables in Sections 6.4.2 and 6.4.3 shall be reduced to (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3A) [**] percent ([*] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i*]%) of the above table and $10,000,000 amounts set forth in total. For additional clarity, such tables if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee First Commercial Sale in the US has not occurred on the date that is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [**] months after Regulatory Approval in the US (but occurs prior to the date that is [**] months after Regulatory Approval in the US) or (B) [**] percent ([**]%) of the milestone table aboveamounts set forth in such tables if the applicable First Commercial Sale in the US has not occurred on the date that is [**] months after Regulatory Approval in the US, provided that, in each case ((A) and (B)), Allergan, its Affiliate or Sublicensee had operational capability sufficient to supply launch quantities of such Licensed Product prior to the date that is [**] months after Regulatory Approval in the U.S. [**] in the US until after such date (and Allergan, its Affiliate or Sublicensee had made appropriate preparations for launch at the time such In-License was anticipated to be obtained) and (ii) no the milestone payments for the [***] Certain information Milestone Event set forth in this document has been omitted the tables in Section 6.4.2 and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Section 6.4.3 shall be reduced to the omitted portions. Milestone Payments for (A) [**] percent ([**]%) of the amounts set forth in such tables if the First Commercial Sale triggering such Milestone Event has not occurred on the date that is [**] months after the applicable Regulatory Approval and separate pricing approval in the applicable Major European Country (but occurs prior to the date that is [**] months after Regulatory Approval and separate pricing approval in such Major European Country) or (B) [**] percent ([**]%) of the amounts set forth in such tables if the First Commercial Sale triggering such Milestone Event has not occurred on the date that is [**] months after Regulatory Approval and separate pricing approval in the applicable Major European Country, provided that, in each case ((A) and (B)), Allergan, its Affiliate or Sublicensee had operational capability sufficient to supply launch quantities of such Licensed Product prior to the date that is [**] months after Regulatory Approval and separate pricing approval in the applicable Major European Country [**] in such Major European Country until after such date (and Allergan, its Affiliate or Sublicensee had made appropriate preparations for launch at the time such In-License was anticipated to be obtained). Notwithstanding anything to the contrary in the provisions of Sections 6.4.1(e) and 6.6.4(b)(iv) and this Section 6.4.1(f), in no event shall any of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment payments for the achievement of the Milestone Event [***] of Milestone Event set forth in the milestone table above has been paid tables in full by MirnaRx Sections 6.4.2 and 6.4.3 be reduced to less than [**] percent ([**]%) of the amounts set forth in such tables. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

Milestone Payments. (a) In partial part consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx ProNAi shall pay to Marina Bio a non-refundable, non-creditable milestone payment upon the first achievement by MirnaRx (independently of work done by ProNAi, its Affiliate or in collaboration with a Sublicensee) Sublicensee of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Eventmilestone event: (i) For each Licensed Product: [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] $ [***] (b2) [***] $ [***] (3) [***] $ [***] (4) [***] $ [***] (ii) [***] $ [***] For clarity, clarity each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) ($[***] ]) will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 [***] under subclause (i) of the above table and $10,000,000 14,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (cb) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of ProNAi shall [***] notify Marina of the milestone table aboveachievement of any Milestone Event for each Licensed Product. All Milestone Payments under subsection (a) above are non-refundable and non-creditable, and (ii) no shall be due within [***] 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. Milestone Payments for [***] days of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the applicable Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]Event. 1.8. Section 5.4 shall be amended and restated in its entirety with the following: