AMENDMENT NO. 2 TO RESEARCH AND LICENSEAGREEMENT

EXECUTION COPY

AMENDMENT NO. 2 TO RESEARCH AND LICENSE AGREEMENT

This Amendment No. 2 (“Amendment 2”), effective as of April 1, 2011 (“Amendment 2 Effective Date”), is made by and between

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”),

And

Marina Biotech, Inc., a company duly established under the laws of the State of Delaware, whose registered office is at 3830 Monte Villa Parkway, Bothell, Washington 98021, U.S.A. (“COMPANY”),

WITNESSETH:

Whereas, DEBIOPHARM and COMPANY are parties to that certain Research and License Agreement with an effective date of February 3, 2011, as amended by Amendment No. 1 with an effective date of March 9, 2011 (collectively, the “Agreement”); and

Whereas, the Parties desire to amend the Agreement as set forth herein;

Now, therefore, the Parties hereby agree as follows:

“Collaboration Targets” means the target genes identified in Exhibit 1-1 plus an additional target selected by DEBIOPHARM by May 3, 2011.

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EXECUTION COPY

In witness whereof, the Parties hereby accept and agree to the terms and conditions of this Amendment as of the Amendment 2 Effective Date.