Marina Biotech, Inc. (OTCMKTS:MRNA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September 8, 2017, Marina Biotech, Inc. (the “Company”) entered into an Intellectual Property Purchase Agreement (the “IP Purchase Agreement”) with Novosom Verwaltungsgesellschaft mbH (“Novosom”) to which the Company sold to Novosom substantially all of the Company’s intellectual property estate relating to the Company’s Smarticles delivery technology (the “Smarticles IP”). The Company previously acquired such Smarticles IP from Novosom to that certain Asset Purchase Agreement dated July 27, 2010 between the Company and Novosom (the “Original Purchase Agreement”). Following the date of the Original Purchase Agreement, the Company has entered into certain agreements with third parties to which the Company provided to such third parties certain licenses and rights with respect to the Smarticles IP (the “License Agreements”).
As per the IP Purchase Agreement, Novosom shall pay to the Company $1.00 in cash, and thereafter the Company shall no longer be responsible for the ongoing costs of maintaining the Smarticles IP. In addition, the parties agreed that the Company would retain rights to any future payments that may be due to it from licensees to the License Agreements, including milestone and royalty payments, if any (the “License Payments”), and Novosom agreed to relinquish any rights that it may have under the Original Purchase Agreement to any portion of the License Payments (which portion is equal to 30% of the value of each upfront (or combined) payment actually received in respect of the license of the Smarticles IP or related products or the disposition of the Smarticles IP by the Company, up to $3.3 million). For the avoidance of doubt, Novosom would be permitted to provide licenses with respect to the Smarticles IP following the closing date under the IP Purchase Agreement, subject to any restrictions contained in the License Agreements.
The foregoing description of the IP Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the IP 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.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 8, 2017, the Company and Novosom entered into[, and consummated the transactions contemplated by,] the IP Purchase Agreement. The disclosures set forth in Item 1.01 of this current Report on Form 8-K are hereby incorporated by reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
Marina Biotech, Inc. ExhibitEX-10.1 2 ex10-1.htm Page | 1 Intellectual Property Purchase Agreement for the SMARTICLES Asset This Intellectual Property Purchase Agreement (the “Agreement”) is entered as of September 8th,…To view the full exhibit click here
About Marina Biotech, Inc. (OTCMKTS:MRNA)
Marina Biotech, Inc. is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies to treat orphan diseases. The Company’s pipeline includes CEQ508, a product in clinical development for the treatment of Familial Adenomatous Polyposis (FAP), and preclinical programs for the treatment of type 1 myotonic dystrophy (DM1) and Duchenne muscular dystrophy (DMD). It creates a range of therapeutics targeting coding and non-coding ribonucleic acid (RNA) through several mechanisms of action, such as RNA interference (RNAi), messenger RNA translational inhibition, exon skipping, microRNA (miRNA) replacement, miRNA inhibition and steric blocking in order to modulate gene expression either up or down depending on the specific mechanism of action. It has two liposomal-based delivery platforms: SMARTICLES, and the platform, which utilizes amino-based liposomal delivery technology and incorporates a molecule, Di-Alkylated Amino Acid (DiLA2).
