SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 Marina Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.006 per share

(Title of Class of Securities)

56804Q 102

(CUSIP Number)

James T. Barrett, Esq.

Edwards Angell Palmer & Dodge LLP

111 Huntington Avenue, Boston, MA 02199

(617) 239-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 21, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 56804Q 102
1.	Names of Reporting Persons. Ampersand 2006 Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO, WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 1,886,530
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,886,530
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,886,530
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 8.53%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 48,886,483 shares of common stock outstanding on March 11, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 17, 2010, as adjusted to reflect (i) the 1-for-4 reverse stock split that the Issuer effected on July 21, 2010, and (ii) the 9,882,852 post-split shares that were issued in connection with the consummation of the merger of a subsidiary of the Issuer into Cequent Pharmaceuticals, Inc. on July 21, 2010, as reported in a Current Report on Form 8-K filed by the Issuer on July 23, 2010.

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SCHEDULE 13D

CUSIP No. 56804Q 102
1.	Names of Reporting Persons. AMP-06 Management Company Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO, WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 1,886,530
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,886,530
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,886,530
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 8.53%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 48,886,483 shares of common stock outstanding on March 11, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 17, 2010, as adjusted to reflect (i) the 1-for-4 reverse stock split that the Issuer effected on July 21, 2010, and (ii) the 9,882,852 post-split shares that were issued in connection with the consummation of the merger of a subsidiary of the Issuer into Cequent Pharmaceuticals, Inc. on July 21, 2010, as reported in a Current Report on Form 8-K filed by the Issuer on July 23, 2010.

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SCHEDULE 13D

CUSIP No. 56804Q 102
1.	Names of Reporting Persons. AMP-06 MC LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)   ¨         (b)   ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO, WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 1,886,530
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,886,530
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,886,530
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 8.53%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated based on 48,886,483 shares of common stock outstanding on March 11, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 17, 2010, as adjusted to reflect (i) the 1-for-4 reverse stock split that the Issuer effected on July 21, 2010, and (ii) the 9,882,852 post-split shares that were issued in connection with the consummation of the merger of a subsidiary of the Issuer into Cequent Pharmaceuticals, Inc. on July 21, 2010, as reported in a Current Report on Form 8-K filed by the Issuer on July 23, 2010.

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Item 1. Security and Issuer

Common Stock, par value $0.006 per share (“Common Stock”), of Marina Biotech, Inc. (f/k/a/ MDRNA, Inc., the “Issuer”), with principal executive offices at 3830 Monte Villa Parkway, Bothell, Washington, 98021.

Item 2. Identity and Background

a)  Name:

Ampersand 2006 Limited Partnership

AMP-06 Management Company Limited Partnership

AMP-06 MC LLC

Ampersand 2006 Limited Partnership, AMP-06 Management Company Limited Partnership and AMP-06 MC LLC are hereinafter sometimes collectively referred to as the “Reporting Persons.”

(b)  Business Address:

All filing parties:

c/o Ampersand Ventures

55 William Street, Suite 240

Wellesley, MA 02481-4003

(c)  Principal Business and State of Incorporation:

Ampersand 2006 Limited Partnership is a limited partnership organized in Delaware and engaged in the business of private equity investment. AMP-06 Management Company Limited Partnership is also organized in Delaware and is the General Partner of Ampersand 2006 Limited Partnership.  AMP-06 MC LLC is the General Partner of AMP-06 Management Company Limited Partnership and is also organized in Delaware.

(d)  Conviction in a Criminal Proceeding:

Each of the Reporting Persons has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  Conviction in a Civil Proceeding:

Each of the Reporting Persons has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired their interest in the securities described in Item 5 of this filing in connection with the consummation of the merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of March 31, 2010, by and among the Issuer, Cequent Pharmaceuticals, Inc. (“Cequent”), Calais Acquisition Corp. and Ampersand 2006 Limited Partnership, as representative of the stockholders of Cequent (the “Merger Agreement”).  On July 21, 2010, the Issuer consummated the Merger pursuant to the terms and conditions of the Merger Agreement. In connection with the Merger, the Issuer issued an aggregate of 9,882,853 shares of Common Stock to the stockholders of Cequent in exchange for all of the shares of Cequent common and preferred stock that were issued and outstanding immediately prior to the Merger.  In connection with the Merger, the Reporting Persons received 1,886,530 shares of Common Stock based on the Reporting Persons’ ownership of Series A-1 preferred stock and common stock of Cequent at the time of the Merger.  The Reporting Persons originally funded the acquisitions of Cequent’s preferred stock and common stock with working capital and funds available for investment.

Items 4 through 6 of this filing are hereby incorporated by reference into this Item 3.

Item 4. Purpose of Transaction

The Reporting Persons have acquired securities of the Issuer for investment purposes, except as otherwise stated herein. The Reporting Persons intend to review from time to time their investment in the Issuer and, depending on such review, may consider from time to time various alternative courses of action. In addition, depending on prevailing conditions from time to time, including, without limitation, price and availability of shares, future evaluations by the Reporting Persons of the business and prospects of the Issuer, regulatory requirements, other investment opportunities available to the Reporting Persons and general stock market and economic conditions, the Reporting Persons may determine to increase their investment or sell all or part of their investment in the Issuer through open-market purchases, privately negotiated transactions, a tender or exchange offer or otherwise.  In addition, as described in Item 6, Ampersand 2006 Limited Partnership intends to enter into separate Transfer and Sale Agreements with seven former employees of Cequent, the Issuer, a broker and certain other former stockholders of Cequent whereby an aggregate of 5%, or 94,327 shares, of the 1,886,530 shares of Common Stock that the Reporting Persons received as merger consideration will be transferred to the former employees of Cequent over time, beginning after the shares have been registered pursuant to the Registration Rights Agreement and the Cequent Lock-Up (as such terms are defined in Item 6) has expired.

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On July 21, 2010, in connection with the consummation of the Merger, the Issuer entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with certain of the principal stockholders of Cequent, pursuant to which Ampersand 2006 Limited Partnership, A.M. Pappas Life Science Ventures III, LP, PVIII CEO Fund, LP and Novartis BioVentures Ltd. (each, a “Designator”) have the right to designate a total of three (3) members of the Board of Directors of the Issuer (the “Board of Directors”) during the period beginning at the effective time of the Merger and ending immediately prior to the Issuer’s 2011 Annual Meeting of Stockholders. During that period of time the Issuer agreed to maintain a Board of Directors consisting of no more than seven (7) individuals.

Under the Stockholders’ Agreement, the Designators have the right to submit to the Issuer’s Nominating and Corporate Governance Committee (the “Nominating Committee”) for consideration as a director the names of three (3) director nominees, and if the Nominating Committee deems, in the exercise of its reasonable good faith discretion, the director nominees qualified, the Nominating Committee shall appoint the director nominees to serve as directors of the Issuer until the 2011 Annual Meeting of Stockholders. The Issuer shall fill any vacancies that may arise upon the resignation, removal, death or disability of any such director with a new director designated in accordance with the Stockholders’ Agreement, provided that the Designator who designated such director continues to own at least twenty-five percent (25%) of the shares of Common Stock issued to it in connection with the Merger described in Item 3. The initial director nominees of the Designators are Peter D. Parker, Michael D. Taylor, Ph.D. and Chiang J. Li, M.D., each of whom was appointed to serve as a director of the Issuer beginning on July 21, 2010. 

Item 5. Interest in Securities of the Issuer

(a)  Aggregate number and percentage of class beneficially owned:

Each of the Reporting Persons incorporates herein by reference its responses to (11) and (13) on the cover page of this Schedule 13D.

Percent of class:

Ampersand 2006 Limited Partnership - 8.53%

AMP-06 Management Company Limited Partnership – 8.53%

AMP-06 MC LLC - 8.53%

           The foregoing percentages are calculated based on 48,886,483 shares of Common Stock outstanding on March 11, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 17, 2010, as adjusted to reflect (i) the 1-for-4 reverse stock split that the Issuer effected on July 21, 2010, and (ii) the 9,882,852 post-split shares that were issued in connection with the consummation of the merger of a subsidiary of the Issuer into Cequent on July 21, 2010, as reported in a Current Report on Form 8-K filed by the Issuer on July 23, 2010.

(b)  Number of shares as to which such person has:

(i)  Sole power to vote or direct the vote:

Ampersand 2006 Limited Partnership, AMP-06 Management Company Limited Partnership, and AMP-06 MC LLC each have sole voting power over 1,886,530 shares.

(ii) Shared power to vote or direct the vote:

Ampersand 2006 Limited Partnership, AMP-06 Management Company Limited Partnership, and AMP-06 MC LLC each share voting power over 0 shares.

(iii) Sole power to dispose or to direct the disposition of:

Ampersand 2006 Limited Partnership, AMP-06 Management Company Limited Partnership, and AMP-06 MC LLC each have sole power to dispose or to direct the disposition of 1,886,530 shares.

(iv) Shared power to dispose or to direct the disposition of:

Ampersand 2006 Limited Partnership, AMP-06 Management Company Limited Partnership, and AMP-06 MC LLC each have share power to dispose or to direct the disposition of 0 shares.

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(c)  Transactions during the past 60 days.

Other than pursuant to the transactions described in Item 3, Item 4 and Item 6, which are incorporated herein by reference, the Reporting

Persons have not acquired or disposed of any shares of Common Stock during the past 60 days.

(d)  Right to dividends or proceeds of sale.

To the best of each of the Reporting Person's knowledge as of the date hereof, such Reporting Person does not have or know any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by such Reporting Person.

(e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

As described at the end of this Item 6, please note the following descriptions are qualified in their entirety by the instruments included as exhibits to this statement.

Merger Agreement.

The description of the Merger Agreement in Item 3 is hereby incorporated by reference into this Item 6.

Escrow Agreement.

On July 21, 2010, Ampersand 2006 Limited Partnership, as representative of the former stockholders of Cequent, the Issuer and American Stock Transfer and Trust Company entered into an Escrow Agreement (the “Escrow Agreement”), which provides that 10% of the aggregate merger consideration received by the former stockholders of Cequent shall be held in an escrow account until January 1, 2011 for the satisfaction of any claims for indemnification brought by the Issuer for any damages suffered by the Issuer due to Cequent’s breach of a representation or warranty or the non-fulfillment of a covenant in the Merger Agreement and related documents.

Pursuant to the Letter Agreement (as defined below), the funds affiliated with Great Point Partners, LLC are not subject to the Escrow Agreement, and certain former stockholders of Cequent, including Ampersand 2006 Limited Partnership, have agreed to contribute more than 10% of their merger consideration into the escrow account to ensure that 10% of the aggregate merger consideration is subject to the Escrow Agreement, as required by the Merger Agreement.  As a result, Ampersand 2006 Limited Partnership has 226,238 of its 1,886,530 shares, or 12% of the merger consideration that it received, subject to the Escrow Agreement.

While the shares subject to the Escrow Agreement are held in escrow, American Stock Transfer and Trust Company is authorized to vote the escrow shares in a manner consistent with and in the same proportion to the voting of all other shares of Common Stock that were eligible to vote and for which votes were cast in respect of such matter.

Stockholders Agreement.

The description of the Stockholders’ Agreement in Item 4 is hereby incorporated by reference into this Item 6.

Registration Rights Agreement.

On July 21, 2010, in connection with the consummation of the Merger contemplated by the Merger Agreement, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the stockholders of Cequent, pursuant to which the Issuer agreed (i) to file with the SEC a shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale of all of the shares of Common Stock issued to such stockholders as a result of the Merger (the “Registrable Shares”) no later than forty-five (45) calendar days from the closing date of the Merger and (ii) to cause such shelf registration statement to be declared effective within ninety (90) calendar days of the closing date of the Merger. Such registration statement shall include no more than twenty percent (20%) of the aggregate fully diluted shares of Common Stock. On the earlier of (i) five (5) business days following the effective date of such registration statement, and (ii) five (5) months following the closing of the Merger, the Issuer shall file additional registration statements under and pursuant to the Registration Rights Agreement to register the remaining Registrable Shares.

The Issuer also granted to the stockholders of Cequent certain demand registration rights, which may only be exercised (i) in the event that the Issuer has not filed, and caused to be effective and maintained the effectiveness of a shelf registration statement relating to the Registrable Shares, and (ii) if (based on the then-current market prices) the number of Registrable Shares included in such demand registration would, if fully sold, reasonably be expected to yield gross proceeds of at least $5 million.

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In addition, and subject to certain exceptions, the Registration Rights Agreement provides that whenever the Issuer proposes (i) to register any shares of Common Stock under the Securities Act for sale to the public solely for cash, and the form of registration statement to be used may be used for any registration of Registrable Shares or (ii) to sell any shares of Common Stock that have already been registered “off the shelf” by means of a prospectus supplement, the Issuer shall give prompt written notice to the Cequent stockholders that are signatory to the Registration Rights Agreement of the Issuer’s intention to effect such a registration and/or shelf takedown and shall include in such registration statement and in any offering of Common Stock to be made pursuant to that registration statement and/or shelf takedown all Registrable Shares with respect to which the Issuer has received a written request for inclusion therein within twenty (20) days after such stockholder’s receipt of notice from the Issuer.

Pursuant to the Letter Agreement, the funds affiliated with Great Point Partners, LLC have negotiated to have the resale shelf registration  statement obligation set forth in Section 4 of the Registration Rights Agreement discharged by means of filing two resale shelf registration statements, as follows: the first resale shelf registration statement shall be limited to 20% of the Issuer’s outstanding Common Stock.  Under the terms of the Letter Agreement all of merger consideration shares received by the funds affiliated with Great Point Partners, LLC will be included in the first resale shelf registration statement.  Upon the earlier of five month from the closing of the Merger or five business days after the first resale shelf registration statement is declared effective, the Issuer shall file a second resale shelf registration statement covering the remaining shares of merger consideration.  Under this arrangement Ampersand 2006 Limited Partnership will have approximately 556,268 of its shares of Common Stock covered by the first resale shelf registration statement and the remaining 1,330,262 shares covered in the second resale shelf registration statement.

Lock-Up Agreement

As required by the Merger Agreement certain principal stockholders of Cequent, including Ampersand 2006 Limited Partnership, and certain members of Cequent’s management entered into Lock-Up Agreements (the “Cequent Lock-Up Agreements”) pursuant to which they agreed that they shall not, without the prior approval of the Issuer, offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock received in the Merger during the period commencing on the effective date of the Merger and ending on the earlier of (A) one hundred and eighty (180) days after the effective date of the Merger or (B) thirty (30) days following the closing of an equity financing by the Issuer for the issuance of shares of equity or securities convertible into or exchangeable or exercisable for shares of equity of the Issuer (an “Equity Financing”) which, when added together to all other Equity Financings from and after the date of execution of the Merger Agreement, results in aggregate gross proceeds to the Issuer of at least $10 million. Prior to the execution of the Merger Agreement, the directors and executive officers of the Issuer entered into Lock-Up Agreements (the “MDRNA Lock-Up Agreements”) providing for similar restrictions on sales and other dispositions of Common Stock commencing upon the signing of the Merger Agreement.

Letter Agreement

On July 21, 2010, Ampersand 2006 Limited Partnership and certain other former stockholders of Cequent entered into a letter agreement with funds affiliated with Great Point Partners, LLC, and the Issuer which provided for the modifications to the provisions of the Escrow Agreement and the Registration Rights Agreement, as described above (the “Letter Agreement”).

Transfer and Sale Agreements

Ampersand 2006 Limited Partnership intends to enter into separate Transfer and Sale Agreements with seven former employees of Cequent, the Issuer, a broker and certain other former stockholders of Cequent whereby an aggregate of 5%, or 94,327 shares, of the 1,886,530 shares that the Reporting Persons received as merger consideration will be transferred to the former employees of Cequent over time, beginning after the shares have been registered pursuant to the Registration Rights Agreement and the lock-up period set forth in the Cequent Lock-Up Agreements has expired.

Incorporation by Reference

The descriptions of the Merger Agreement, the Cequent Lock-Up Agreements, the Escrow Agreement, the Stockholders’ Agreement, and the Registration Rights Agreement are qualified in their entirety by reference to the instruments filed as exhibits to this filing, which are incorporated by reference into this Item 6.

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Item 7. Material to be Filed as Exhibits

The following agreements are included as exhibits to this filing:

Exhibit 1	Joint Filing Agreement.  Filed herewith.
Exhibit 2	Agreement and Plan of Merger, dated as of March 31, 2010, by and among the Issuer, Cequent, Calais Acquisition Corp. and Ampersand 2006 Limited Partnership, as representative of the stockholders of Cequent. Previously filed as Exhibit 2.1 to the Issuer’s Current Report of Form 8-K filed on April 6, 2010 and incorporated herein by reference.
Exhibit 3	Form of Cequent Lock-Up Agreement signed by the Principal Stockholders of Cequent. Previously filed as Exhibit 10.1 to the Issuer’s Current Report of Form 8-K filed on April 6, 2010 and incorporated herein by reference.
Exhibit 4	Registration Rights Agreement, dated July 21, 2010, by and among the Issuer and the stockholders of Cequent. Previously filed as Exhibit 10.1 to the Issuer’s Current Report of Form 8-K filed on July 23, 2010 and incorporated herein by reference.
Exhibit 5	Stockholders’ Agreement, dated July 21, 2010, by and among the Issuer and the principal stockholders of Cequent. Previously filed as Exhibit 10.2 to the Issuer’s Current Report of Form 8-K filed on July 23, 2010 and incorporated herein by reference.
Exhibit 6	Escrow Agreement, dated July 21, 2010, by and among the Issuer, Ampersand 2006 Limited Partnership, as representative of the former stockholders of Cequent, and American Stock Transfer and Trust Company.  Filed herewith.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete, and correct.

	AMPERSAND 2006 LIMITED PARTNERSHIP
	By: AMP-06 Management Company Limited Partnership, its General Partner
Dated:  August 2, 2010		/s/ Richard A. Charpie
	By: Richard A. Charpie, Principal Managing Member

	AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP
	By: AMP-06 MC LLC, its General Partner
Dated:  August 2, 2010		/s/ Richard A. Charpie
	By: Richard A. Charpie, Principal Managing Member

	AMP-06 MC, LLC
Dated:  August 2, 2010		/s/ Richard A. Charpie
	By: Richard A. Charpie, Principal Managing Member

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EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement.  Filed herewith.
Exhibit 2	Agreement and Plan of Merger, dated as of March 31, 2010, by and among the Issuer, Cequent, Calais Acquisition Corp. and Ampersand 2006 Limited Partnership, as representative of the stockholders of Cequent. Previously filed as Exhibit 2.1 to the Issuer’s Current Report of Form 8-K filed on April 6, 2010 and incorporated herein by reference.
Exhibit 3	Form of Cequent Lock-Up Agreement signed by the Principal Stockholders of Cequent. Previously filed as Exhibit 10.1 to the Issuer’s Current Report of Form 8-K filed on April 6, 2010 and incorporated herein by reference.
Exhibit 4	Registration Rights Agreement, dated July 21, 2010, by and among the Issuer and the stockholders of Cequent. Previously filed as Exhibit 10.1 to the Issuer’s Current Report of Form 8-K filed on July 23, 2010 and incorporated herein by reference.
Exhibit 5	Stockholders’ Agreement, dated July 21, 2010, by and among the Issuer and the principal stockholders of Cequent. Previously filed as Exhibit 10.2 to the Issuer’s Current Report of Form 8-K filed on July 23, 2010 and incorporated herein by reference.
Exhibit 6	Escrow Agreement, dated July 21, 2010, by and among the Issuer, Ampersand 2006 Limited Partnership, as representative of the former stockholders of Cequent, and American Stock Transfer and Trust Company.  Filed herewith.

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EX-99.1

Exhibit 1

JOINT FILING AGREEMENT OF

AMPERSAND 2006 LIMITED PARTNERSHIP

AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND

AMP-06 MC LLC

           The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the Schedule 13D to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of Marina Biotech, Inc. at July 21, 2010 and agree that such statement is filed on behalf of each of them.

	AMPERSAND 2006 LIMITED PARTNERSHIP
	By: AMP-06 Management Company Limited Partnership, its General Partner
Dated:  August 2, 2010		/s/ Richard A. Charpie
	By: Richard A. Charpie, Principal Managing Member

	AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP
	By: AMP-06 MC LLC, its General Partner
Dated:  August 2, 2010		/s/ Richard A. Charpie
	By: Richard A. Charpie, Principal Managing Member

	AMP-06 MC, LLC
Dated:  August 2, 2010		/s/ Richard A. Charpie
	By: Richard A. Charpie, Principal Managing Member

EX-99.6

Exhibit 6

Execution Copy

ESCROW AGREEMENT

THIS ESCROW AGREEMENT, dated as of July 21, 2010 (this “Agreement”), is by and among MDRNA, Inc., a Delaware corporation (“Purchaser”), Ampersand 2006 Limited Partnership, solely in its capacity as representative of the stockholders of Cequent Pharmaceuticals, Inc. pursuant to the Merger Agreement (as defined below) (the “Stockholder Representative”), and American Stock Transfer and Trust Company, LLC (the “Escrow Agent”). Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. Purchaser shall provide the Escrow Agent with a true and complete copy of the Merger Agreement for its records and reference.

WHEREAS, 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”), are parties to an Agreement and Plan of Merger, dated as of March 31, 2010 (as such agreement may be subsequently amended or modified, the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”);

WHEREAS, pursuant to the Merger Agreement, immediately following the Effective Time, Purchaser shall issue and deposit with the Escrow Agent a number of shares of Purchaser Common Stock equal to 10% of the aggregate Merger Consideration (the “Escrowed Shares”), which are to be held in escrow for the purpose of satisfying the indemnification obligations of the Stockholders under Article VIII of the Merger Agreement; and

WHEREAS, the parties desire to set forth their understandings with regard to the escrow account established hereunder.

NOW, THEREFORE, in consideration of the promises and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.           Appointment of Agent.  Purchaser and the Stockholder Representative hereby appoint the Escrow Agent as their agent to hold in escrow, and to administer the disposition of, the Escrow Fund (as defined below) in accordance with the terms of this Agreement, and the Escrow Agent hereby accepts such appointment.

2.           Stockholder Representative.  The Stockholder Representative has been designated to act as the representative, agent and attorney-in-fact for the Stockholders and their successors and assigns for all purposes under this Agreement and the Merger Agreement. The Escrow Agent is hereby relieved from any liability to any person for any acts done by the Escrow Agent in accordance with any notice, direction, consent or instruction of or from the Stockholder Representative under this Agreement or the Merger Agreement, except as set forth in Section 9(b) hereof.

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3.           Establishment of Escrow.  Immediately following the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

4.           Voting and Rights of Ownership.

(a)           The Escrowed Shares held pursuant to this Agreement will be shown as issued and outstanding on the books and records of Purchaser.

(b)           The Escrow Agent agrees to vote the Escrowed Shares on any matter for which the Escrowed Shares are eligible to vote such that the Escrowed Shares are voted in a manner consistent with and in the same proportion to the voting of all other shares of Purchaser Common Stock that were eligible to vote and for which votes were cast in respect of such matter. The Escrow Agent shall have no obligation to solicit consents or proxies from any Stockholder for purposes of any such vote.

(c)           Any cash dividends or other cash distribution in respect of the Escrowed Shares shall promptly be distributed to the Stockholders by check payable to the Stockholders in proportion to the number of Escrowed Shares that would otherwise be released to the Stockholders. Any non-cash dividend or other non-cash distribution on the Escrowed Shares shall be issued in the name of the Escrow Agent or its nominee and deposited with the Escrow Agent to be held in escrow along with the corresponding Escrowed Shares. Any such non-cash dividend or other non-cash distribution shall be released from escrow in conjunction with the release from escrow of the corresponding Escrowed Shares, and, if applicable, Purchaser and the Stockholder Representative shall direct the Escrow Agent to do the same in the applicable Release Notice (as defined below). If all or a portion of the Escrowed Shares are cancelled, any corresponding non-cash dividends or other non-cash distributions on such Escrowed Shares not previously distributed to the Stockholders shall be returned to Purchaser. If the Escrowed Shares are reclassified, converted or changed into, or exchanged for securities or other property (other than cash) pursuant to a merger, consolidation or other reorganization of Purchaser after the Effective Time, then such reclassified shares or securities or other property (other than cash), as the case may be, shall be deposited with the Escrow Agent to be held in escrow and released from escrow and/or cancelled, as the case may be, in conjunction with the terms of this Agreement at the same time and in the same respective amounts as the related Escrowed Shares, assuming for this purpose that such reclassification, merger, consolidation or other reorganization had not been effected.

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5.           Tax Matters.

(a)           The parties agree solely for U.S. Tax purposes and, to the extent permitted by applicable Law, state and local Tax purposes, (i) the Escrowed Shares shall be treated as owned by the Stockholders (in the same proportion that the Merger Consideration payable at the Closing was issued to the Stockholders), (ii) any dividend or other distribution on the Escrowed Shares, whether in the form of securities or cash, and any interest and earnings from the investment and reinvestment of any distribution on the Escrowed Shares (collectively, “Escrow Earnings”) shall, as of the end of each calendar year and to the extent required by the Internal Revenue Code, be reported as having been earned by the respective Stockholders, and (iii) the Escrow Agent does not have any interest in the Escrowed Shares or Escrow Earnings. In accordance with its respective share of the Escrow Earnings, each Stockholder shall report on its Tax Returns and be liable for the payment of, and shall pay when due, its respective share of any Taxes on the Escrow Earnings. For Tax reporting purposes, all Escrow Earnings in any Tax year shall be reported as allocated to the Stockholders in accordance with their respective ownership of Escrowed Shares until the release of the Escrowed Shares to the Stockholders or the cancellation of the Escrowed Shares. The Escrow Agent shall report all Escrow Earnings on Form 1099 or other appropriate forms with respect to each calendar year during the term of this Agreement in a manner consistent with the provisions of this Section 5(a). Unless clearly required by applicable Law, no party to this Agreement shall take any position that is inconsistent with the provisions of this Section 5(a) for any Tax purposes.

(b)           Upon request, each Stockholder shall complete, sign and send to the Escrow Agent, a Form W-9, or Form W-8, as applicable, and any other forms and documents that the Escrow Agent may reasonably request for Tax reporting purposes. Moreover, each Stockholder acknowledges and agrees that, in the event the Escrow Agent is required to withhold any Taxes, the Escrow Agent shall, upon mutual direction from Purchaser and the Stockholder Representative, remove such portion of any distribution to such Stockholder as is required to be remitted to the Internal Revenue Service in compliance with the Code or to any other applicable Taxing Authority.

6.           Release/Cancellation of the Escrowed Shares.

(a)           Release/Cancellation.

(i)           On or prior to January 1, 2011 (or the next business day thereafter) (such date being referred to herein as the “Release Date”), Purchaser and the Stockholder Representative shall provide to the Escrow Agent written instructions (such written instructions, a “Release Notice”) to release to the Stockholders, on the Release Date, in the amounts set forth on Schedule A to this Agreement, all of the Escrowed Shares, minus such number of Escrowed Shares having a value (based on the Signing Date Stock Price) equal to the amount of any Claim or Claims existing as of such date and of which the Escrow Agent has received written notice from the Purchaser setting forth the amount of such Claim.  Any shares held by the Escrow Agent beyond the Release Date shall continue to be held by the Escrow Agent in accordance with the terms of this Agreement, until such time as the Escrow Agent receives a Release Notice from Purchaser and the Stockholders Representative instructing the Escrow Agent to release any such retained Escrowed Shares to Purchaser for cancellation or to the Stockholders in the amounts set forth on Schedule A to this Agreement, as the case may be.   Upon satisfaction of any conditions in the Merger Agreement for release of any Escrowed Shares so held beyond the Release Date, Purchaser and the Stockholder Representative shall execute and deliver to the Escrow Agent a Release Notice in accordance with the terms of the Merger Agreement, whereupon the Escrow Agent shall release such Escrowed Shares as directed in accordance with such Release Notice.

(ii)           The Escrow Agent shall deliver to Purchaser’s transfer agent, within five (5) business days of the Release Date or the receipt of any Release Notice, as applicable, a share certificate evidencing all of the Escrowed Shares being released from escrow at that time, as well as any dividends, distributions or other property in the Escrow Fund relating thereto. If, on a date that Escrowed Shares are to be released, the Escrow Agent holds a stock certificate or other evidence representing more Escrowed Shares than are to be released, the Escrow Agent shall promptly deliver the stock certificate or other evidence to Purchaser’s transfer agent and request replacement stock certificates or other evidence in denominations necessary to evidence such Escrowed Shares as are not then being released from the Escrow Fund. The Escrow Agent shall hold any certificate(s) representing Escrowed Shares that are not being released from the Escrow Fund in accordance with the terms of this Agreement.

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(iii)           If any of the Escrowed Shares (including any dividends, distributions or other property in the Escrow Fund relating thereto) are released to Purchaser for cancellation pursuant to this Section 6(a) (such Escrowed Shares being the “Cancelled Escrowed Shares”), such Cancelled Escrowed Shares shall be deemed to have been cancelled, and all rights of any Stockholder associated with the ownership of such shares, including but not limited to the right to receive distributions, shall terminate as of the date of such Release Notice, regardless of when Purchaser receives the certificates representing such Cancelled Escrowed Shares. As of any such date, any Cancelled Escrowed Shares will cease to be shown as issued and outstanding on the books and records of Purchaser.

(b)           The number of Escrowed Shares to be released from escrow or cancelled, as the case may be, in accordance with this Agreement shall be adjusted from time to time to account for any stock dividends, stock splits, combinations or other similar recapitalizations affecting Purchaser Common Stock subsequent to the Effective Time (each such change, a “Capital Change”). In the event that a Capital Change occurs subsequent to the Effective Time and prior to the termination of this Agreement pursuant to Section 8, Purchaser shall ensure that the number of Escrowed Shares to be released from escrow or cancelled, as the case may be, in accordance with this Agreement takes into account the change in number of Escrowed Shares that occurred as a result of such Capital Change and is adjusted, where necessary, such that the number of Escrowed Shares released from escrow or cancelled, as the case may be, in accordance with this Agreement is equal to that number of Escrowed Shares that would be eligible for release or cancellation, as the case may be, had such Capital Change been given effect immediately prior to the Effective Time.

7.           Transfer of Escrowed Shares.

(a)           During the term of this Agreement, the interests of the Stockholders in the Escrowed Shares shall not be assignable or transferable, except by operation of law or the laws of descent and distribution (and in either case the assignee or transferee shall be subject to the terms and conditions of this Agreement). During the term of this Agreement, the interest of Purchaser in the Escrowed Shares shall not be assignable or transferable, except by operation of law (and assignee or transferee shall be subject to the terms and conditions of this Agreement).

(b)           Each certificate representing Escrowed Shares held in escrow shall have the following legend noted conspicuously thereon:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN ESCROW AGREEMENT DATED JULY 21, 2010 BY AND AMONG MDRNA, INC., AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC, AS ESCROW AGENT, AND AMPERSAND 2006 LIMITED PARTNERSHIP, AS STOCKHOLDER REPRESENTATIVE. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT.

(c)           Notwithstanding the foregoing, certificates representing the Escrowed Shares shall not bear the legend set forth in Section 7(b) after being transferred out of the Escrow Account, if such transfer is made in accordance with Section 6 of this Agreement.

(d)           The Escrow Agent is hereby granted the power to effect any transfer of the interest of such Stockholder in any Escrowed Shares permitted by this Agreement. Purchaser will cooperate (and cause its transfer agent to cooperate) with the Escrow Agent in promptly issuing stock certificates to effect such transfers (including the cancellation and reissuance of the stock certificates representing cancelled and other Escrowed Shares).

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8.           Termination. This Agreement shall terminate upon the earliest to occur of the following events:

(a)           all Escrowed Shares have been either released or cancelled in accordance with Section 6; or

(b)           Purchaser and the Stockholder Representative agree in writing to terminate this Agreement, in which case the Escrow Agent shall distribute the Escrowed Shares in accordance with the joint written instructions of Purchaser and the Stockholder Representative.

9.           Responsibilities and Liability of Escrow Agent.

(a)           Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. The Escrow Agent may perform its duties through its agents and affiliates. The Escrow Agent’s duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound by, deemed to have knowledge of, or have any obligation to make inquiry into or consider, any term or provision of any agreement between Purchaser, the Stockholder Representative, and/or any other third party which may be referred to herein or as to which the escrow relationship created by this Agreement relates.

(b)           Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its bad faith, willful misconduct or gross negligence. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence.

Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control.

In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with this Agreement. The Escrow Agent shall be under no duty to institute or defend any legal proceedings, although the Escrow Agent may, in its discretion and at the expense of Purchaser as provided in Sections 9(c) or 9(d) hereof, institute or defend such proceedings.

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(c)           Indemnification of Escrow Agent. Purchaser agrees to indemnify the Escrow Agent and its officers, directors, employees, agents, affiliates, successors and assigns for, and to hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by the Escrow Agent) as and when incurred, arising out of or based upon any act, omission, alleged act or alleged omission by the Escrow Agent or its officers, directors, employees, agents, affiliates, successors and assigns or any other cause, in any case in connection with the acceptance of, or performance or non-performance by the Escrow Agent of, any of the Escrow Agent’s duties under this Agreement, except as a result of the Escrow Agent’s bad faith, willful misconduct or gross negligence.

(d)           Authority to Interplead. The parties hereto authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute hereunder, the Escrow Agent shall be entitled to petition a court of competent jurisdiction and shall perform any acts ordered by such court.

(e)           No Representations. The Escrow Agent makes no representations as to the validity, value, genuineness, or the collectibility of any security or other document or instrument held by or delivered to the Escrow Agent by or on behalf of the parties hereto.

10.           Removal and Resignation of Escrow Agent.

(a)           Removal. Purchaser and the Stockholder Representative acting together shall have the right to terminate the appointment of the Escrow Agent at any time by giving no less than thirty (30) calendar days’ prior written notice of such termination to the Escrow Agent, specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Fund as depositary. Purchaser and the Stockholder Representative agree that they will jointly appoint a banking corporation, trust company or other financial institution as successor Escrow Agent. The Escrow Agent shall refrain from taking any action until it shall receive joint written instructions from Purchaser and the Stockholder Representative designating the successor Escrow Agent. The Escrow Agent shall deliver all of the Escrow Fund to such successor Escrow Agent in accordance with such instructions and upon receipt of the Escrow Fund, the successor Escrow Agent shall be bound by all of the provisions hereof.

(b)           Resignation. The Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time by giving no less than thirty (30) calendar days’ prior written notice of such resignation to Purchaser and the Stockholder Representative, specifying the date when such resignation will take effect. Thereafter, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Fund as depository. In the event of such resignation, Purchaser and the Stockholder Representative agree that they will jointly appoint a banking corporation, trust company, or other financial institution as successor Escrow Agent within thirty (30) calendar days of notice of such resignation. The Escrow Agent shall refrain from taking any action until it shall receive joint written instructions from Purchaser and the Stockholder Representative designating the successor Escrow Agent. The Escrow Agent shall deliver all of the Escrow Fund to such successor Escrow Agent in accordance with such instructions and upon receipt of the Escrow Fund, the successor Escrow Agent shall be bound by all of the provisions hereof.

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11.           General.

(a)           Accounting. Upon each release or cancellation of any of the Escrowed Shares in the Escrow Fund or the termination of this Agreement, the Escrow Agent shall render to Purchaser and the Stockholder Representative an accounting in writing of the Escrow Fund and all distributions therefrom.

(b)           Survival. Notwithstanding anything herein to the contrary, the provisions of Sections 9(b) and 9(c) hereof shall survive any resignation or removal of the Escrow Agent, and any termination of this Agreement.

(c)           Escrow Agent Fees. The Escrow Agent shall charge a one-time administrative fee of $2,000, and Purchaser shall be solely liable for the payment of such fee.

(d)           Notices. All notices under this Agreement shall be transmitted to the respective parties, shall be in writing and shall be considered to have been duly given or served when personally delivered to any individual party, or on the first (1st) Business Day after the date of deposit with an overnight courier for next day delivery, postage paid, or on the third (3rd) Business Day after deposit in the United States Mail, certified or registered, return receipt requested, postage prepaid, or on the date of telecopy, fax or similar telephonic transmission during normal business hours of the recipient, as evidenced by mechanical confirmation of such telecopy, fax or telephonic transmission; addressed in all cases to the party at his, her or its address set forth below, or to such other address as such party may hereafter designate:

If to Purchaser:

MDRNA, Inc.

3830 Monte Villa Parkway

Bothell, WA 98021

Facsimile:

E-Mail:

Attention:

Copies to:

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Facsimile:

E-Mail:

Attention:

If to the Stockholder Representative:

Ampersand 2006 Limited Partnership

c/o Ampersand Ventures

55 William Street, Suite 240

Wellesley, MA 02481

Attention: Herbert H. Hooper

Telecopy:

E-Mail:

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With a copy to:

Edwards Angel Palmer & Dodge LLP

111 Huntington Avenue

Boston, MA 02199-7613

Attention:  James T. Barrett, Esq.

                Matthew J. Gardella, Esq.

Telecopy:

If to the Escrow Agent:

American Stock Transfer and Trust Company, LLC

123 South Broad Street, Suite 1160

Philadelphia, PA 19109

Facsimile:

E-Mail:

Attention: 

With a copy to:

American Stock Transfer and Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Facsimile:

Attention: General Counsel

Any notice given hereunder may be given on behalf of any party by its counsel or other authorized representative. In all cases the Escrow Agent shall be entitled to rely on a copy or a fax transmission of any document with the same legal effect as it were the original of such document.

(e)           Modifications; Waiver. This Agreement may not be amended, altered or modified without the express prior written consent of each of the parties hereto. No course of conduct shall constitute a waiver of any terms or conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion.

(f)           Further Assurances. If at any time the Escrow Agent shall consider or be advised that any further agreements, assurances or other documents are reasonably necessary or desirable to carry out the provisions hereof and the transactions contemplated hereby, the parties hereto shall execute and deliver any and all such agreements or other documents, and do all things reasonably necessary or appropriate to carry out fully the provisions hereof.

(g)           Assignment. This Agreement shall inure to the benefit of and be binding upon the successors, heirs, personal representatives, and permitted assigns of the parties hereto. This Agreement may not be assigned by the Escrow Agent, except that upon prior written notice to Purchaser and the Stockholder Representative, the Escrow Agent may assign this Agreement to an affiliated or successor trust company or other qualified bank entity.

(h)           Section Headings. The section headings contained in this Agreement are inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation hereof.

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(i)           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of Purchaser, Stockholder Representative and Escrow Agent hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Delaware Courts, and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Delaware.

(j)           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[the next page is the signature page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

MDRNA, Inc.
By:	/s/ J. Michael French
Name:	J. Michael French
Title:	President and CEO

AMPERSAND 2006 LIMITED PARTNERSHIP
By:	AMP-06 Management Company Limited Partnership, its General Partner
By:	AMP-06 MC LLC, its General Partner
By:	/s/ Herbert H. Hooper
Name:	Herbert H. Hooper
Title:	Managing Member

AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC, as Escrow Agent
By:	/s/ Alan G. Finn
Name:	Alan G. Finn
Title:	Vice President

[SIGNATURE PAGE TO ESCROW AGREEMENT]

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