FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT and SECURED PROMISSORY NOTESNote and Warrant Purchase Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This First Amendment (as amended, restated, supplemented or otherwise modified from time to time, the “First Amendment”) dated as of April 30, 2012, among Marina Biotech, Inc., a Delaware corporation (the “Company”), MDRNA Research, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Research”), and Cequent Pharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Cequent” and, together with the Company and Research, the “Companies”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), amends (i) that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of February 10, 2012, among the Companies and the Purchasers and (ii) the Secured Promissory Notes (the “Notes”) issued to the Purchasers pursuant thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to su
SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT and SECURED PROMISSORY NOTESNote and Warrant Purchase Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This Second Amendment (as amended, restated, supplemented or otherwise modified from time to time, the “Second Amendment”) dated as of May 31, 2012, among Marina Biotech, Inc., a Delaware corporation (the “Company”), MDRNA Research, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Research”), and Cequent Pharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Cequent” and, together with the Company and Research, the “Companies”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), amends (i) that certain Note and Warrant Purchase Agreement (as amended from time to time, the “Purchase Agreement”), dated as of February 10, 2012, among the Companies and the Purchasers and (ii) the Secured Promissory Notes (the “Notes”) issued to the Purchasers pursuant thereto. Capitalized terms used but not otherwise defined herein shall ha
AMENDMENT NO. 4 TO RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations
Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum “après-demain”, Chemin Messidor 5-7, 1006 Lausanne, Switzerland (“DEBIOPHARM”),
AMENDMENT NO. 2 TO RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations
Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum “après-demain”, Chemin Messidor 5-7, 1006 Lausanne, Switzerland (“DEBIOPHARM”),
AMENDMENT NO. 1 TO RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations
Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum “après-demain”, Chemin Messidor 5-7,1006 Lausanne, Switzerland (“DEBIOPHARM”),
AMENDMENT NO. 3 TO RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations
Debiopharm S.A., a stock company duly established under the laws of Switzerland, with registered company number CH-550-0173350-8, whose registered office is at Forum “après-demain”, Chemin Messidor 5-7, 1006 Lausanne, Switzerland (“DEBIOPHARM”),
AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANT TO PURCHASE COMMON STOCK, AND SECURED PROMISSORY NOTESecurities Purchase Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT (this “Amendment”) to: (i) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2011, by and between Socius CG II, Ltd., a Bermuda exempted company (the “Investor”), and Marina Biotech, Inc., a Delaware corporation (the “Company”), (ii) that certain Warrant to Purchase Common Stock issued to the Investor on December 29, 2011 (the “Warrant”), and (iii) that certain Secured Promissory Note dated December 29, 2011 issued by the Investor to the Company (the “Note”), is dated as of January 9, 2012. Capitalized terms used by not defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement, the Warrant and/or the Note, as applicable.
AMENDMENT No. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT (this “Amendment”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2011, by and between Socius CG II, Ltd., a Bermuda exempted company (the “Investor”), and Marina Biotech, Inc., a Delaware corporation (the “Company”), is made as of January 12, 2012. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement.
