Item
1.01 Entry into a Material Definitive Agreement.
License
Agreement
On
February 6, 2017, Marina Biotech, Inc. (the “Company”) entered into a License Agreement (the “License
Agreement”) with LipoMedics, Inc. (“LipoMedics”) pursuant to which, among other things, the Company
provided to LipoMedics a license to the Company’s SMARTICLES platform for the delivery of nanoparticles including small
molecules, peptides, proteins and biologics. This represents the first time that the Company’s SMARTICLES technologies
have been licensed in connection with nanoparticles delivering small molecules, peptides, proteins and biologics.
Under
the terms of the License Agreement, the Company could receive up to $90 million in success-based milestones. In addition, if LipoMedics
determines to pursue further development and commercialization of products under the License Agreement, LipoMedics agreed, in
connection therewith, to purchase shares of the Company’s common stock for an aggregate purchase price of $500,000, with
the purchase price for each share of common stock being the greater of $0.29 or the volume weighted average price of the common
stock for the thirty trading days immediately preceding the date on which LipoMedics notifies the Company that it intends to pursue
further development or commercialization of a licensed product.
If
LipoMedics breaches the License Agreement, the Company shall have the right to terminate the License Agreement effective sixty
(60) days following delivery of written notice to LipoMedics specifying the breach, if LipoMedics fails to cure such material
breach within such sixty (60) day period; provided, that if LipoMedics advises the Company in writing within such sixty (60) day
period that such breach cannot reasonably be cured within such period, and if in the reasonable judgment of the Company, LipoMedics
is diligently seeking to cure such breach during such period, then such period shall be extended an additional sixty (60) days
for an aggregate of 120 days after written notice of termination, and if LipoMedics fails to cure such material breach by the
end of such 120-day period, the License Agreement shall terminate in its entirety. LipoMedics may terminate the License Agreement
by giving thirty (30) days’ prior written notice to the Company.
Vuong
Trieu, Ph.D., the Chairman of the Board of Directors of the Company (the “Board”), is the Chairman of the Board
and Chief Operating Officer of LipoMedics.
The
Company intends to submit a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of the License
Agreement. The omitted material will be included in the request for confidential treatment.
The
foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the License Agreement, a redacted copy of which will be attached as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2017.
Stock
Purchase Agreement
On
February 6, 2017, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with LipoMedics pursuant
to which the Company issued to LipoMedics an aggregate of 862,068 shares of the common stock of the Company for a total purchase
price of $250,000 ($0.29 per share). The foregoing description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference herein.