MDRNA, INC. WAIVER AGREEMENTWaiver Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Washington
This Waiver Agreement (this “Agreement”), dated as of March 31, 2010, is made by and between MDRNA, Inc. (the “Company”) and J. Michael French (“Executive”).
SECURITY AGREEMENT (ALL ASSETS)Security Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Massachusetts
SECURITY AGREEMENT (ALL ASSETS) (as may be amended, restated, supplemented and/or otherwise modified from time to time, this “Security Agreement”) dated as of March 31, 2010 from MDRNA, Inc., a Delaware corporation (“Borrower”), Atossa HealthCare, Inc., a Delaware corporation (“Healthcare”), MDRNA Research, Inc., a Delaware corporation (“Research”), Calais Acquisition Corp., a Delaware corporation (“Merger Sub”)(Healthcare, Research and Merger Sub being hereinafter referred to, collectively, as “Guarantors” and, individually, as a “Guarantor”) (Borrower and each Guarantor being hereinafter referred to, collectively, as “Obligors” and, individually, as an “Obligor”), to Cequent Pharmaceuticals, Inc., a Delaware corporation (“Secured Party”).
LOAN AGREEMENT MDRNA, INC. Bothell, Washington 98021Loan Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Massachusetts
This loan agreement (this “Agreement”) will set forth certain understandings between MDRNA, Inc., a Delaware corporation (the “Borrower”), and Cequent Pharmaceuticals, Inc., a Delaware corporation (the “Lender”), with respect to Term Loans (hereinafter defined) to be made by the Lender to the Borrower. In consideration of the mutual promises contained herein and in the other documents referred to below, and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lender agree as follows:
Lock-Up AgreementLock-Up Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations
SECURITY AGREEMENT (PATENTS)Security Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations
WHEREAS, MDRNA RESEARCH, INC., a Delaware corporation, with a principal place of business at 3830 Monte Villa Parkway, Bothell, Washington 98021 (the “Company”) and CEQUENT PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at One Kendall Square, Building 700, Cambridge, Massachusetts 02139 (the “Lender”) have entered into a Security Agreement (All Assets) dated March 31, 2010 (as amended, the “Security Agreement”), which Security Agreement was executed in connection a loan agreement (as amended, the “Loan Agreement”) between MDRNA, Inc., the corporate parent of the Company, and the Lender; and
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 31, 2010 BY AND AMONG MDRNA, INC., CALAIS ACQUISITION CORP., CEQUENT PHARMACEUTICALS, INC.,Agreement and Plan of Merger • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 31, 2010, by and among MDRNA, Inc., a Delaware corporation (“Purchaser”), Calais Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), and Cequent Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
