Common use of Selection Fee Payments Clause in Contracts

Selection Fee Payments. In part consideration of the license rights granted by Marina Bio under this Agreement, in the event that MirnaRx selects, under Section 2,6„ a new MirnaRx Compound (which is not then a Selected MirnaRx Compound) as a Selected MirnaRx Compound and develops such new Selected MirnaRx Compound as an additional Licensed Product, then MirnaRx shall pay Marina Bio an additional compound selection fee of $[***], such amount to be paid as follows: (a) with respect to any Option Compound that is selected by MirnaRx in its discretion as a Selected MirnaRx Compound in accordance with Section 2.6, (i) $[***] of such amount shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6, and (ii) the balance ($[***]) will be paid [***], and (b) with respect to any Selected MirnaRx Compounds that are not Option Compounds when selected by MirnaRx under Section 2.6, the total amount of $[***] for such Selected MirnaRx Compound shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6. All such selection fees shall be in addition to any amounts due based on Sublicensing Revenue received by MirnaRx (if any) for sublicensing a Licensed Product containing the applicable Selected MirnaRx Compound, as set forth in Section 5.6 below.

Selection Fee Payments. (a) As permitted by Section 2.6, in addition to miR-34, MirnaRx has selected three (3) Option Compounds that are listed on Appendix D to be Selected MirnaRx Compounds. In part partial consideration of the license rights granted by Marina Bio under this Agreement, and for the right to develop and commercialize such additional Selected MirnaRx Compounds, MirnaRx shall pay Marina Bio [***] for the designation of such [***] as Selected MirnaRx Compounds equal to [***], which amount shall be paid in the event that MirnaRx selectsfull on or before December 27, under Section 2,6„ a 2013 (b) With respect to any new MirnaRx Compound (which that is not then a Selected selected by MirnaRx Compound) as a Selected MirnaRx Compound and develops such new Selected MirnaRx in accordance with Section 2.6 (including without limitation any Option Compound as an additional Licensed Productnot listed on Appendix D), then MirnaRx shall pay Marina Bio an additional compound selection fee of $[***], such amount to be paid as follows: (ai) with respect to any Option Compound (other than those listed on Appendix D) that is selected by MirnaRx in its discretion as a Selected MirnaRx Compound in accordance with Section 2.6, (i) $[***] of such amount shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6, and (ii) the balance ($[***]) ] will be paid [***], and (b) with respect to any Selected MirnaRx Compounds that are not Option Compounds when selected by MirnaRx under Section 2.6, the total amount of $[***] for such Selected MirnaRx Compound shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6. All such selection fees shall be in addition to any amounts due based on Sublicensing sublicensing Revenue received by MirnaRx (if any) for sublicensing a Licensed Product containing the applicable Selected MirnaRx Compound, as set forth in Section 5.6 below. 1.4. A new Appendix D shall be added to the License Agreement entitled “Selected MirnaRx Compounds”, which shall read in its entirety as follows: miR-34 [***] 1.5. Simultaneous with the execution of this Amendment, MirnaRx shall provide to Marina Bio the sequences of each of the Selected MirnaRx Compounds listed an Appendix D in a separate side letter (the “Amendment Side Letter”). The Amendment Side Letter shall also set forth the sequences of the remaining Option Compounds that have not been designated by MirnaRx as Selected MirnaRx Compounds as of the Amendment Effective Date. [***] 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. 1.6. Section 5.3 shall be amended and restated in its entirety with the following:

Selection Fee Payments. In part consideration of the license rights granted by Marina Bio under this Agreement, in the event that MirnaRx selects, under Section 2,6„ 2.6, a new MirnaRx Compound (which is not then a Selected MirnaRx Compound) as a Selected MirnaRx Compound and develops such new Selected MirnaRx Compound as an additional Licensed Product, then MirnaRx shall pay Marina Bio an additional compound selection fee of $[***], such amount to be paid as follows: (a) with respect to any Option Compound that is selected by MirnaRx in its discretion as a Selected MirnaRx Compound in accordance with Section 2.6, (i) $[***] of such amount shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6, and (ii) the balance ($[***]) will be paid [***], and (b) with respect to any Selected MirnaRx Compounds that are not Option Compounds when selected by MirnaRx under Section 2.6, the total amount of $[***] for such Selected MirnaRx Compound shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6. All such selection fees shall be in addition to any amounts due based on Sublicensing Revenue received by MirnaRx (if any) for sublicensing a Licensed Product containing the applicable Selected MirnaRx Compound, as set forth in Section 5.6 below. [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.]

Selection Fee Payments. (a) As permitted by Section 2.6, in addition to miR-34, MirnaRx has selected three (3) Option Compounds that are listed on Appendix D to be Selected MirnaRx Compounds. In part partial consideration of the license rights granted by Marina Bio under this Agreement, and for the right to develop and commercialize such additional Selected MirnaRx Compounds, MirnaRx shall pay Marina Bio an upfront selection fee for the designation of such three (3) Option Compounds as Selected MirnaRx Compounds equal to $1,000,000, which amount shall be paid in the event that MirnaRx selectsfull on or before December 27, under Section 2,6„ a 2013 (b) With respect to any new MirnaRx Compound (which that is not then a Selected selected by MirnaRx Compound) as a Selected MirnaRx Compound and develops such new Selected MirnaRx in accordance with Section 2.6 (including without limitation any Option Compound as an additional Licensed Productnot listed on Appendix D), then MirnaRx shall pay Marina Bio an additional compound selection fee of $[***], such amount to be paid as follows: (ai) with respect to any Option Compound (other than those listed on Appendix D) that is selected by MirnaRx in its discretion as a Selected MirnaRx Compound in accordance with Section 2.6, (i) $[***] of such amount shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6, and (ii) the balance ($[***]) ] will be paid [***], and (b) with respect to any Selected MirnaRx Compounds that are not Option Compounds when selected by MirnaRx under Section 2.6, the total amount of $[***] for such Selected MirnaRx Compound shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6. All such selection fees shall be in addition to any amounts due based on Sublicensing sublicensing Revenue received by MirnaRx (if any) for sublicensing a Licensed Product containing the applicable Selected MirnaRx Compound, as set forth in Section 5.6 below. 1.4. A new Appendix D shall be added to the License Agreement entitled “Selected MirnaRx Compounds”, which shall read in its entirety as follows: miR-34 miR-215 [***] Let-7 1.5. Simultaneous with the execution of this Amendment, MirnaRx shall provide to Marina Bio the sequences of each of the Selected MirnaRx Compounds listed an Appendix D in a separate side letter (the “Amendment Side Letter”). The Amendment Side Letter shall also set forth the sequences of the remaining Option Compounds that have not been designated by MirnaRx as Selected MirnaRx Compounds as of the Amendment Effective Date. [***] 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. 1.6. Section 5.3 shall be amended and restated in its entirety with the following:

Selection Fee Payments. (a) As permitted by Section 2.6, in addition to miR-34, MirnaRx has selected three (3) Option Compounds that are listed on Appendix D to be Selected MirnaRx Compounds. In part partial consideration of the license rights granted by Marina Bio under this Agreement, and for the right to develop and commercialize such additional Selected MirnaRx Compounds, MirnaRx shall pay Marina Bio an upfront selection fee for the designation of such three (3) Option Compounds as Selected MirnaRx Compounds equal to $1,000,000, which amount shall be paid in the event that MirnaRx selectsfull on or before December 27, under Section 2,6„ a 2013 (b) With respect to any new MirnaRx Compound (which that is not then a Selected selected by MirnaRx Compound) as a Selected MirnaRx Compound and develops such new Selected MirnaRx in accordance with Section 2.6 (including without limitation any Option Compound as an additional Licensed Productnot listed on Appendix D), then MirnaRx shall pay Marina Bio an additional compound selection fee of $[***], such amount to be paid as follows: (ai) with respect to any Option Compound (other than those listed on Appendix D) that is selected by MirnaRx in its discretion as a Selected MirnaRx Compound in accordance with Section 2.6, (i) $[***] of such amount shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6, and (ii) the balance ($[***]) ] will be paid [***], and (b) with respect to any Selected MirnaRx Compounds that are not Option Compounds when selected by MirnaRx under Section 2.6, the total amount of $[***] for such Selected MirnaRx Compound shall be paid within [***] of the date that MirnaRx selects the Selected MirnaRx Compound under Section 2.6. All such selection fees shall be in addition to any amounts due based on Sublicensing sublicensing Revenue received by MirnaRx (if any) for sublicensing a Licensed Product containing the applicable Selected MirnaRx Compound, as set forth in Section 5.6 below. 1.4. A new Appendix D shall be added to the License Agreement entitled “Selected MirnaRx Compounds”, which shall read in its entirety as follows: miR-34 [***] 1.5. Simultaneous with the execution of this Amendment, MirnaRx shall provide to Marina Bio the sequences of each of the Selected MirnaRx Compounds listed an Appendix D in a separate side letter (the “Amendment Side Letter”). The Amendment Side Letter shall also set forth the sequences of the remaining Option Compounds that have not been designated by MirnaRx as Selected MirnaRx Compounds as of the Amendment Effective Date. [***] 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. 1.6. Section 5.3 shall be amended and restated in its entirety with the following: