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Marina Biotech Announces $5 Million Private Placement


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Marina Biotech, Inc. has announced that it has entered into a $5 million private placement with Socius CG II, Ltd., and that it filed an amendment to its certificate of incorporation to effect a 1-for-10 reverse split of its common stock as of 5:00 p.m. EST on December 22, 2011.

"In an extremely challenging economic environment, we are pleased to continue to have the necessary financial resources to advance our industry-leading science and technology," stated J. Michael French, President and CEO of Marina Biotech.

French continued, "With this additional funding, we will continue to move CEQ508 rapidly through clinical development with the goal of advancing a treatment for patients with Familial Adenomatous Polyposis quickly to the market. We are also having significant success in the development of microRNA-based therapeutics via both systemic and oral delivery and we look forward to partnering our capabilities in this area. Additionally, the reverse stock split, approved by the shareholders at our annual meeting in July, provides the Company with the authorized shares necessary to complete the placement and to execute potential future transactions with Socius or other partners as well as M&A opportunities."

Under the terms of the Securities Purchase Agreement, the Company has the right, in its sole discretion, over a term of two years and subject to certain closing conditions and limitations, to sell to Socius up to a total of $5 million of redeemable Series B Preferred Stock of the Company (the "Preferred Stock").

The Preferred Stock will accrue a 10% dividend per annum from the date of issuance.

Pursuant to the Securities Purchase Agreement, in addition to the Preferred Stock, Socius shall receive an Additional Investment Right and a Warrant, each to purchase shares of the Company's common stock.

When Preferred Stock is sold, Socius is obligated to exercise the Additional Investment Right and purchase a number of shares of common stock equal in dollar amount to 100% of the amount of Preferred Stock purchased at a per share price equal to the closing bid price of the common stock on the most recently completed trading day prior to the time that notice was delivered.

Additionally, Socius is obligated to exercise a portion of the Warrant equal to a number of shares calculated by dividing (1) 35% of the dollar amount of Preferred Stock purchased by (2) the closing bid price of the common stock for the most recently completed trading day prior to the delivery of the notice.

Upon exercise, Socius must pay for the shares underlying the Additional Investment Right and the Warrant, at its option, either in cash or by delivering a full-recourse secured promissory note.

Any such promissory note will bear interest at 2.0% per year calculated on a simple interest basis and be secured by securities (other than certain securities of the Company) owned by Socius with a fair market value equal to the principal amount of the promissory note.

The Company may redeem the Preferred Stock at any time and, at the option of either the Company or Socius, all outstanding promissory notes may be offset, exchanged and cancelled for all outstanding shares of Preferred Stock then held by Socius.

The Preferred Stock is not convertible into shares of common stock and neither the Additional Investment Right nor the Warrant will be listed on any national securities exchange.

In order to facilitate the private placement, the Company filed an amendment to its certificate of incorporation to effect the 1-for-10 reverse split of its common stock.

Marina Biotech's common stock will continue trading on the NASDAQ Global Market under the ticker symbol "MRNA", although the letter "D" will be temporarily appended to the ticker symbol for twenty trading days following the reverse split.

The common stock will begin trading on a split-adjusted basis at the open of trading on Friday, December 23, 2011.

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