Vice President-finance Employment Agreement

Exhibit 10.2

MDRNA, INC.
3830 Monte Villa Parkway
Bothell, Washington 98021

July 13, 2009

Mr. Bruce R. York
MDRNA, Inc.
3830 Monte Villa Parkway
Bothell, Washington 98021

Re: Amendment to Employment Agreement Dated March 7, 2008

Dear Bruce:

This letter confirms the amendments agreed to by you and MDRNA, Inc. (the " Company" ) with respect to the Employment Agreement between you and the Company effective March 7, 2008 (the " Agreement" ). Capitalized terms not otherwise defined shall have the meanings given in the Agreement.

Pursuant to the terms of this amendment, effective immediately your appointment, in lieu of your former position as Chief Financial Officer, as Vice President-Finance and Chief Accounting Officer is confirmed and agreed to by you and the Company.

You and the Company agree that should your employment be terminated on or before December 31, 2009 for any reason other than termination for Cause, including without limitation should you terminate your employment without Good Reason, then the provisions of Section 12(a) of the Agreement shall apply for your severance, provided that the provisions of Section 12(c) shall apply upon termination due to death or Disability.

In addition, you and the Company agree that should your employment be terminated on or before December 31, 2009 for any reason other than termination for Cause (including without limitation following a Change in Control), then notwithstanding anything to the contrary contained in any of the equity compensation plans of the Company or in any other provision of the Agreement, any and all unvested common stock options held ...