exv10w2



 







Exhibit
10.2









PROMISSORY
NOTE



June
12, 2007



FOR VALUE
RECEIVED, Idera Pharmaceuticals, Inc., a Delaware corporation located at the address stated
below (“Maker”) promises, jointly and severally if more than one, to pay to the order of
General Electric Capital Corporation or any subsequent holder hereof
(each, a “Payee”) at
its office located at 83 Wooster Heights Road, Danbury, CT 06810 or at such other place as
Payee may designate, the principal sum of One Million Three Hundred Twelve Thousand Five
Hundred Thirty and 89/00 Dollars ($1,312,530.89), with interest on the unpaid principal
balance, from the date hereof through and including the dates of payment, at a fixed interest
rate of Ten and Ninety Four Hundredths  percent (10.94%) per annum
(the “Contract Rate”) in
Forty-Eight (48) consecutive monthly installments of principal and interest as follows:





	 	 	 	 
	Periodic

Installment
	 	Amount
	 
	47
	 	$33,578.69
	 





(each, a
“Periodic Installment”) and
a final installment which shall be in the amount of the total outstanding and unpaid principal,
accrued interest and any and all amounts due hereunder and under the other Debt Documents (as
defined below).  The first Periodic Installment shall be due and
payable on July 1, 2007 and the
following Periodic Installments and the final installment shall be due and payable on the same
day of each succeeding period (each, a “Payment Date”).  Such installments have been calculated
on the basis of a 360 day year of twelve 30-day months.  Each payment may, at the option of Payee,
be calculated and applied on an assumption that such payment would be made on its due date.



All payments shall be applied: first,
to interest due and unpaid hereunder and under the other Debt Documents; second, to all other
amounts due and unpaid hereunder and under the other Debt Documents, and then to principal due
hereunder and under the other Debt Documents.  The acceptance by Payee of any payment which is
less than payment in full of all amounts due and owing at such time shall not constitute a waiver
of Payee’s right to receive payment in full at such time or at any prior or subsequent time.
The payment of any Periodic Installment prior to its due date shall result in a corresponding
increase in the portion of the Periodic Installment credited to the remaining unpaid principal
balance.



All amounts due hereunder and under
the other Debt Documents are payable in the lawful currency of the United States of America.
Maker hereby expressly authorizes Payee to insert the date value is actually given in the blank
space on the face hereof and on all related documents pertaining hereto.



This Note may be secured by a security
agreement, chattel mortgage, pledge agreement or like instrument (each of which is hereinafter
called a “Security Agreement”, and collectively with any other document or agreement related
thereto or to this Note, the “Debt Documents”).



Time is of the essence hereof.  If
Payee does not receive from Maker payment in full of any Periodic Installment or any other sum
due under this Note or any other Debt Document is not received within ten (10) days after its
due date, Maker agrees to pay a late fee equal to five percent (5%) on such late Periodic
Installment or other sum, but not exceeding any lawful maximum.  Such late fee shall be invoiced
to Maker and will be immediately due and payable, and is in addition to any other costs, fees
and expenses that Maker may owe as a result of such late payment.  Additionally, if (i) Maker
fails to make payment of any amount due hereunder within fifteen (15) days after the same
becomes due and payable; or (ii) Maker is in default under, or fails to perform under any term
or condition contained in any Debt Document, then the entire principal sum remaining unpaid,
together with all accrued interest thereon and any other sum payable under this Note or any
other Debt Document, at the election of Payee, shall immediately become due and payable, with
interest thereon at the lesser of eighteen percent (18%) per annum or the highest rate not
prohibited by applicable law from the date of such accelerated maturity until paid (both before
and after any judgment).  The application of such 18% interest rate shall not be interpreted or
deemed to extend any cure period set forth in this Note or any other Debt Document, cure any
default or otherwise limit Payee’s right or remedies hereunder or under any Debt Document.



The Maker may prepay the indebtedness
owed to Payee hereunder in full, but not in part; provided that (i) no such payment shall be
allowed prior to the first anniversary of the date hereof; and (ii) anytime after the first
anniversary of the date hereof and prior to the date the last Periodic Installment is due, upon
such payment, Maker shall be obligated to pay an additional sum as a premium in an amount equal
to eight percent (8%) of the remaining principal balance under the Note, plus all other sums due
hereunder and under any other Debt Document.










 





It is the intention of the parties
hereto to comply with the applicable usury laws; accordingly, it is agreed that, notwithstanding
any provision to the contrary in this Note or any other Debt Document, in no event shall this
Note or any other Debt Document require the payment or permit the collection of interest in excess
of the maximum amount permitted by applicable law.  If any such excess interest is contracted for,
charged or received under this Note or any other Debt Document, or if all of the principal balance
shall be prepaid, so that under any of such circumstances the amount of interest contracted for,
charged or received under this Note or any other Debt Document on the principal balance shall
exceed the maximum amount of interest permitted by applicable law, then in such event: (a) the
provisions of this paragraph shall govern and control, (b) neither Maker nor any other person or
entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of
such interest to the extent that it is in excess of the maximum amount of interest permitted by
applicable law, (c) any such excess which may have been collected shall be either applied as a
credit against the then unpaid principal balance or refunded to Maker, at the option of Payee,
and (d) the effective rate of interest shall be automatically reduced to the maximum lawful
contract rate allowed under applicable law as now or hereafter construed by the courts having
jurisdiction thereof.  It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under this Note or
any Debt Document which are made for the purpose of determining whether such rate exceeds the
maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by
amortizing, prorating, allocating and spreading in equal parts during the period of the full
stated term of the indebtedness evidenced hereby, all interest at any time contracted for,
charged or received from Maker or otherwise by Payee in connection with such indebtedness;
provided, however, that if any applicable state law is amended or the law of the United States
of America preempts any applicable state law, so that it becomes lawful for Payee to receive a
greater interest per annum rate than is presently allowed, Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be
increased to the maximum interest per annum rate allowed by the amended state law or the law of the United States of America.



Maker hereby consents to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions or releases of,
security or of any party primarily or secondarily liable on this Note or any other Debt Document
or any term and provision of either, which may be made, granted or consented to by Payee, and
agrees that suit may be brought and maintained against Maker and/or any and all sureties,
endorsers, guarantors or any others who may at any time become liable for payments and
performance under this Note and any other Debt Documents (each such person, other than Maker,
an “Obligor”), at the election of Payee without joinder of any other as a party thereto,
and that Payee shall not be required first to foreclose, proceed against, or exhaust any security
hereof in order to enforce payment of this Note.  Maker hereby waives presentment, demand for payment,
notice of nonpayment, protest, notice of protest, notice of dishonor, and all other notices in
connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting
this Note or enforcing any of the security hereof, and agrees to pay (if permitted by law) all
expenses incurred in collection, including Payee’s actual
attorneys’ fees.



THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.



EACH OF MAKER AND PAYEE IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
DELAWARE TO HEAR AND DETERMINE ANY SUIT, ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES, WHICH
MAY ARISE OUT OF OR IN CONNECTION HEREWITH AND WITH THE DEBT DOCUMENTS (COLLECTIVELY, THE
“PROCEEDINGS”), AND EACH OF MAKER AND PAYEE FURTHER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO
REMOVE ANY SUCH PROCEEDINGS FROM ANY SUCH COURT (EVEN IF REMOVAL IS SOUGHT TO ANOTHER OF THE
ABOVE-NAMED COURTS).  EACH OF MAKER AND PAYEE IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MIGHT
NOW OR HEREAFTER HAVE TO THE ABOVE-NAMED COURTS BEING NOMINATED AS THE EXCLUSIVE FORUM TO HEAR
AND DETERMINE ANY SUCH PROCEEDINGS AND AGREES NOT TO CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON WHATSOEVER, THAT IT OR ITS PROPERTY IS
IMMUNE FROM LEGAL PROCESS FOR ANY REASON WHATSOEVER, THAT ANY SUCH COURT IS NOT A CONVENIENT OR
APPROPRIATE FORUM IN EACH CASE WHETHER ON THE GROUNDS OF VENUE OR FORUM NON-CONVENIENS OR OTHERWISE.
EACH OF MAKER AND PAYEE ACKNOWLEDGES THAT BRINGING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
COURT OTHER THAN THE COURTS SET FORTH ABOVE WILL CAUSE IRREPARABLE HARM TO THE OTHER PARTY WHICH
COULD NOT ADEQUATELY BE COMPENSATED BY MONETARY DAMAGES, AND, AS SUCH, EACH OF MAKER AND PAYEE
AGREES THAT, IN ADDITION TO ANY OF THE REMEDIES TO WHICH THE OTHER PARTY MAY BE ENTITLED AT LAW
OR IN EQUITY, SUCH PARTY WILL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS (WITHOUT THE POSTING
OF ANY BOND AND WITHOUT PROOF OF ACTUAL DAMAGES) TO ENJOIN THE PROSECUTION OF ANY SUCH
PROCEEDINGS IN ANY OTHER COURT.  Notwithstanding the foregoing, each of Maker and Payee shall have
the right to apply to a court of competent jurisdiction in the United States of America or abroad
for equitable relief as is necessary to preserve, protect and enforce its respective rights under
this Note and any other Debt Document, including, but not limited to orders of attachment or
injunction necessary to maintain the status quo pending litigation or to enforce judgments
against Maker, any Obligor or the collateral pledged to Payee pursuant to any Debt Document
or to gain possession of such collateral.  EACH OF MAKER AND PAYEE HEREBY UNCONDITIONALLY WAIVES
ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF,
DIRECTLY OR INDIRECTLY, THIS NOTE, ANY DEBT DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE
RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
(INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS.)  THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY DEBT DOCUMENTS, OR TO
ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.



This Note and the other Debt Documents
constitute the entire agreement of Maker and Payee with respect to the subject matter hereof and
supersede all prior understandings, agreements and representations, express or implied.










 




No variation or modification of
this Note, or any waiver of any of its provisions or conditions, shall be valid unless in
writing and signed by an authorized representative of Maker and Payee.  Any such waiver,
consent, modification or change shall be effective only in the specific instance and for the
specific purpose given.



Payment
Authorization



Payee is hereby directed and
authorized by Maker to advance and/or apply the proceeds of the loan as evidenced by this Note
to the following parties in the stipulated amounts as set forth below:




	 	 	 	 	 
	Company Name
	 	Address	 	Amount
	 IDERA PHARMACEUTICALS, INC.
	 	345 VASSAR STREET, CAMBRIDGE, MA	 	$1,277,936.44
	GENERAL ELECTRIC (INTERIM RENT)
	 	83 WOOSTER HEIGHTS RD, DANBURY,CT	 	$7,578.41
	GENERAL ELECTRIC (ADVANCE RENT)
	 	83 WOOSTER HEIGHTS RD, DANBURY, CT	 	$27,016.04*





*APPLED
$6,562.65 TO ADVANCE RENT FROM GOOD FAITH DEPOSIT



Any provision in this Note or any of the other Debt Documents which is in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto.





	 	 	 
	 	Idera Pharmaceuticals, Inc.
	 	 	 
	 	By:	      /S/ ROBERT G. ANDERSEN

	 	 	 
	   	Name:	      Robert G. Andersen

	 	 	 
	 	Title:	      CFO, VP Operations

	 	 	 
	 	Federal Tax ID #: 04-3072298
	 	 	 
	 	Address: 345 Vassar Street, Cambridge, MA 02139