Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  

November 2, 2012



Marina Biotech, Inc.
(Exact name of registrant as specified in its charter)

Delaware 000-13789 11-2658569
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
3830 Monte Villa Parkway, Bothell, Washington   98021
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   425-908-3600

Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.02 Termination of a Material Definitive Agreement.


On November 2, 2012, Debiopharm S.A. provided notice to Marina Biotech, Inc. (“Marina”) that the Research and License Agreement, dated February 3, 2011, between Marina and Debiopharm, would be terminated effective December 5, 2012, due to Debiopharm’s own operational reasons. Marina had previously granted to Debiopharm an exclusive license to develop and commercialize Marina’s pre-clinical program in bladder cancer, for all uses in humans and animals for the prevention and treatment of superficial (non-muscle invasive) bladder cancer, in consideration of certain milestone and royalty payments. Following the termination of the license agreement, Marina’s bladder cancer program will be returned to us without any obligations beyond those minor activities associated with the termination period and will be reincorporated into Marina’s internal preclinical pipeline with the intention of advancing the program once either appropriate funding or a new partner is obtained.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Marina Biotech, Inc.
November 8, 2012 By:  /s/ J. Michael French
J. Michael French
Chief Executive Officer