Exhibit 4.4


 





REGISTRATION
RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made as of April 7, 2020, by and between Idera Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”) and Pillar Partners Foundation, L.P., a Cayman Islands limited partnership
(the “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective
meanings ascribed to them in Section 1.


 


RECITALS


 


WHEREAS,
the Company and the Investor wish to provide for certain arrangements with respect to the registration of the Registrable Securities
(as defined below) by the Company under the Securities Act (as defined below).


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.


Definitions


 


1.1.          Certain
Definitions. In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have
the respective meanings set forth below:


 


(a)        “Board”
shall mean the Board of Directors of the Company.


 


(b)        “Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


(c)        “Common
Stock” shall mean the common stock of the Company, par value $0.001 per share.


 


(d)        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules
and regulations thereunder, all as the same shall be in effect from time to time.


 


(e)        “Other
Securities” shall mean securities of the Company, other than Registrable Securities (as defined below).


 


(f)         “Person”
shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or political subdivision thereof.


 






     


     


    

 


(g)        “Registrable
Securities” shall mean the shares of Common Stock and any Common Stock issued or issuable upon the exercise or
conversion of any other securities (whether equity, debt or otherwise) of the Company now owned or hereafter acquired by the
Investor. Registrable Securities shall cease to be Registrable Securities upon the earliest to occur of the following events:
(i) such Registrable Securities have been sold pursuant to an effective Registration Statement; (ii) such
Registrable Securities have been sold by the Investor pursuant to Rule 144 (or other similar rule), (iii) at any time after
the Investor become an affiliate of the Company, such Registrable Securities may be resold by the Investor holding such
Registrable Securities without limitations as to volume or manner of sale pursuant to Rule 144; or (iv) ten (10) years
after the date of this Agreement. For purposes of this definition, in order to determine whether an Investor is an
 “affiliate” (as such term is defined and used in Rule 144, and including for determining whether volume or manner
of sale limitations of Rule 144 apply) the parties will assume that all convertible securities (whether equity, debt or
otherwise) have been converted into Common Stock.


 


(h)        The
terms “register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a Registration Statement in compliance with the Securities Act, and such Registration Statement
becoming effective under the Securities Act.


 


(i)         “Registration
Expenses” shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including,
without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, up to $50,000 of reasonable legal expenses of one special counsel for Investors (if different from the
Company’s counsel and if such counsel is reasonably approved by the Company) in connection with the preparation and filing
of the Resale Registration Shelf (as defined below), and up to $50,000 of reasonable legal expenses of one special counsel for
Investors (if different from the Company’s counsel and if such counsel is reasonably approved by the Company) in connection
with one underwritten public offering, blue sky fees and expenses, and expenses of any regular or special audits incident to or
required by any such registration, but shall not include Selling Expenses.


 


(j)         “Registration
Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities
Act, including the related prospectus, amendments and supplements to such registration statement, including pre- and
post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement as may be
necessary to comply with applicable securities laws other than a registration statement (and related prospectus) filed on Form S-4 or
Form S-8 or any successor forms thereto.


 


(k)        “Required
Shareholder Approval” means the approval of the stockholders of the Company to increase the authorized shares of Common
Stock (or to effect a reverse split of the Common Stock) in an amount sufficient to cover the exercise of the common warrants issued
to the Investors pursuant to the terms of that certain Securities Purchase Agreement, dated as of the date hereof, by and among
the Company and the Investors (the “Securities Purchase Agreement”).


 


(l)         “Rule
144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such rule may be amended from
time to time, or any similar successor rule that may be promulgated by the Commission.


 






     


     


    

 


(m)
       “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar
successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.


 


(n)        “Selling
Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities,
the fees and expenses of any legal counsel (except as provided in the definition of “Registration Expenses”) and any
other advisors the Investor engage and all similar fees and commissions relating to the Investor’s disposition of the Registrable
Securities.


 


Section 2.


Resale Registration
Rights


 


2.1.         Resale
Registration Rights.


 


(a)        At
any time after the Company receives the Required Shareholder Approval, following demand by Investor the Company shall file with
the Commission a Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale
the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance
with the Securities Act) covering the resale of all of the Registrable Securities by the Investors (the “Resale Registration
Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably practicable following such
demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final”
prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the
Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the
Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors an opportunity to review
and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this Section 2.1(a) is
conditioned upon the Investors providing the information contemplated in Section 2.7.


 


(b)        The
Company shall use its reasonable best efforts to cause the Resale Registration Shelf and related prospectuses to become effective
as promptly as practicable after filing. The Company shall use its reasonable best efforts to cause such Registration Statement
to remain effective under the Securities Act until the earlier of the date (i) all Registrable Securities covered by the Resale
Registration Shelf have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant
to Rule 144 or (ii) all Registrable Securities covered by the Resale Registration Shelf otherwise cease to be Registrable
Securities pursuant to the definition of Registrable Securities. The Company shall promptly, and within two (2) business
days after the Company confirms effectiveness of the Resale Registration Shelf with the Commission, notify the Investor of the
effectiveness of the Resale Registration Shelf.


 






     


     


    

 


(c)        Notwithstanding
anything contained herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, a registration
pursuant to Section 2.1(a):


 


(i)      if
the Company has and maintains an effective Registration Statement on Form S-3ASR that provides for the resale of an unlimited
number of securities by selling stockholders (a “Company Registration Shelf”);


 


(ii)     during
the period forty-five (45) days prior to the Company’s good faith estimate of the date of filing of a Company Registration
Shelf; or


 


(iii)    if
the Company has caused a Registration Statement to become effective pursuant to this Section 2.1.


 


(d)        If
the Company has a Company Registration Shelf in place at any time in which the Investor makes a demand pursuant to Section 2.1(a),
the Company shall file with the Commission, as promptly as practicable, and in any event within fifteen (15) business days
after such demand, a “final” prospectus supplement to its Company Registration Shelf covering the resale of all of
the Registrable Securities by the Investor (the “Prospectus”); provided, however, that
the Company shall not be obligated to file more than one Prospectus pursuant to this Section 2.1(d). The Prospectus
shall include the information required under Item 507 of Regulation S-K of the Securities Act, which information shall
be provided by the Investor in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Prospectus,
the Company shall furnish to the Investor a copy of the Prospectus and afford the Investor an opportunity to review and comment
on the Prospectus.


 


(e)        Deferral
and Suspension. At any time after being obligated to file a Resale Registration Shelf or Prospectus, or after any Resale
Registration Shelf has become effective or a Prospectus filed with the Commission, the Company may defer the filing of or
suspend the use of any such Resale Registration Shelf or Prospectus, upon giving written notice of such action to the
Investor with a certificate signed by the Principal Executive Officer of the Company stating that in the good faith judgment
of the Board, the filing or use of any such Resale Registration Shelf or Prospectus covering the Registrable Securities would
be seriously detrimental to the Company or its stockholders at such time and that the Board concludes, as a result, that it
is in the best interests of the Company and its stockholders to defer the filing or suspend the use of such Resale
Registration Shelf or Prospectus at such time. The Company shall have the right to defer the filing of or suspend the use of
such Resale Registration Shelf or Prospectus for a period of not more than one hundred twenty (120) days from the date
the Company notifies the Investor of such deferral or suspension; provided that the Company shall not
exercise the right contained in this Section 2.1(e) more than once in any twelve month period. In the
case of the suspension of use of any effective Resale Registration Shelf or Prospectus, the Investor, immediately upon
receipt of notice thereof from the Company, shall discontinue any offers or sales of Registrable Securities pursuant to such
Resale Registration Shelf or Prospectus until advised in writing by the Company that the use of such Resale Registration
Shelf or Prospectus may be resumed. In the case of a deferred Prospectus or Resale Registration Shelf filing, the Company
shall provide prompt written notice to the Investor of (i) the Company’s decision to file or seek effectiveness of
the Prospectus or Resale Registration Shelf, as the case may be, following such deferral and (ii) in the case of a
Resale Registration Shelf, the effectiveness of such Resale Registration Shelf. In the case of either a suspension of use of,
or deferred filing of, any Resale Registration Shelf or Prospectus, the Company shall not, during the pendency of such
suspension or deferral, be required to take any action hereunder (including any action pursuant
to Section 2.2 hereof) with respect to the registration or sale of any Registrable Securities pursuant
to any such Resale Registration Shelf, Company Registration Shelf or Prospectus.


 






     


     


    

 


(f)         Other
Securities. Subject to Section 2.2(e) below, any Resale Registration Shelf or Prospectus may include
Other Securities, and may include securities of the Company being sold for the account of the Company; provided such
Other Securities are excluded first from such Registration Statement in order to comply with any applicable laws or request from
any Government Entity, Nasdaq or any applicable listing agency. For the avoidance of doubt, no Other Securities may be included
in an underwritten offering pursuant to Section 2.2 without the consent of the Investor.


 


2.2.       
   Sales and Underwritten Offerings of the Registrable Securities.


 


(a)        Notwithstanding
any provision contained herein to the contrary, at any time after the Company receives the Required Shareholder Approval, the Investor
shall, and subject to the limitations set forth in this Section 2.2 and following the Company’s receipt
of the Required Shareholder Approval, be permitted one underwritten public offering per calendar year, but no more than two underwritten
public offerings total to effect the sale or distribution of Registrable Securities.


 


(b)        If
the Investor intends to effect an underwritten public offering pursuant to a Resale Registration Shelf or Company Registration
Shelf to sell or otherwise distribute Registrable Securities, they shall so advise the Company and provide as much notice to the
Company as reasonably practicable (and in any event not less than fifteen (15) business days prior to the Investor’s
request that the Company file a prospectus supplement to a Resale Registration Shelf or Company Registration Shelf).


 


(c)        In
connection with any offering initiated by the Investor pursuant to this Section 2.2 involving an underwriting
of shares of Registrable Securities, the Investor shall be entitled to select the underwriter or underwriters for such offering,
subject to the consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.


 


(d)        In
connection with any offering initiated by the Investor pursuant to this Section 2.2 involving an underwriting
of shares of Registrable Securities, the Company shall not be required to include any of the Registrable Securities in such underwriting
unless the Investor (i) enters into an underwriting agreement in customary form with the underwriter or underwriters, (ii) accepts
customary terms in such underwriting agreement with regard to representations and warranties relating to ownership of the Registrable
Securities and authority and power to enter into such underwriting agreement and (iii) completes and executes all questionnaires,
powers of attorney, custody agreements, indemnities and other documents as may be requested by such underwriter or underwriters.
Further, the Company shall not be required to include any of the Registrable Securities in such underwriting if (Y) the underwriting
agreement proposed by the underwriter or underwriters contains representations, warranties or conditions that are not reasonable
in light of the Company’s then-current business or (Z) the underwriter, underwriters or the Investor requires the Company
to participate in any marketing, road show or comparable activity that may be required to complete the orderly sale of shares by
the underwriter or underwriters.


 






     


     


    

 


(e)        If
the total amount of securities to be sold in any offering initiated by the Investor pursuant to this Section 2.2 involving
an underwriting of shares of Registrable Securities exceeds the amount that the underwriters determine in their sole discretion
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities (subject in each case to the cutback provisions set forth in this Section 2.2(e)),
that the underwriters and the Company determine in their sole discretion shall not jeopardize the success of the offering. If the
underwritten public offering has been requested pursuant to Section 2.2(a) hereof, the number of shares that
are entitled to be included in the registration and underwriting shall be allocated in the following manner: (a) first, shares
of Company equity securities that the Company desires to include in such registration shall be excluded and (b) second,
Registrable Securities requested to be included in such registration by the Investor shall be excluded. To facilitate the allocation
of shares in accordance with the above provisions, the Company or the underwriters may round down the number of shares allocated
to the Investor to the nearest 100 shares.


 


2.3.         Fees
and Expenses. All Registration Expenses incurred in connection with registrations pursuant to this Agreement shall be borne
by the Company. All Selling Expenses relating to securities registered on behalf of the Investor shall be borne by the Investor.


 


2.4.         Registration
Procedures. In the case of each registration of Registrable Securities effected by the Company pursuant to Section 2.1 hereof,
the Company shall keep the Investor advised as to the initiation of each such registration and as to the status thereof. The Company
shall use its reasonable best efforts, within the limits set forth in this Section 2.4, to:


 


(a)        prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectuses used in connection
with such Registration Statement as may be necessary to keep such Registration Statement effective and current and comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement;


 


(b)        furnish
to the Investor such numbers of copies of a prospectus, including preliminary prospectuses, in conformity with the requirements
of the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of
Registrable Securities;


 


(c)        use
its reasonable best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such
other securities or blue sky laws of such jurisdictions in the United States as shall be reasonably requested by the Investor,
provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or jurisdictions;


 


(d)        in
the event of any underwritten public offering, and subject to Section 2.2(d), enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering and take such other
usual and customary action as the Investor may reasonably request in order to facilitate the disposition of such Registrable Securities;


 






     


     


    

 


(e)        notify
the Investor at any time when a prospectus relating to a Registration Statement covering any Registrable Securities is required
to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The
Company shall use its reasonable best efforts to amend or supplement such prospectus in order to cause such prospectus not to include
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing;


 


(f)         provide
a transfer agent and registrar for all Registrable Securities registered pursuant to such Registration Statement and, if required,
a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(g)        if
requested by the Investor, use reasonable best efforts to cause the Company’s transfer agent to remove any restrictive legend
from any Registrable Securities, within two business days following such request;


 


(h)        cause
to be furnished, at the request of the Investor, on the date that Registrable Securities are delivered to underwriters for sale
in connection with an underwritten offering pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing
the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, and (ii) a letter or letters from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters; and


 


(i)         cause
all such Registrable Securities included in a Registration Statement pursuant to this Agreement to be listed on each securities
exchange or other securities trading markets on which Common Stock is then listed.


 


2.5.          The
Investor Obligations.


 


(a)        Discontinuance
of Distribution. The Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the
kind described in Section 2.4(e) hereof, the Investor shall immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 2.4(e) hereof or receipt of notice
that no supplement or amendment is required and that the Investor’s disposition of the Registrable Securities may be resumed.
The Company may provide appropriate stop orders to enforce the provisions of this Section 2.5(a).


 


(b)        Compliance
with Prospectus Delivery Requirements. The Investor covenants and agrees that it shall comply with the prospectus delivery
requirements of the Securities Act as applicable to them or an exemption therefrom in connection with sales of Registrable Securities
pursuant to any Registration Statement filed by the Company pursuant to this Agreement.


 


(c)        Notification
of Sale of Registrable Securities. The Investor covenants and agrees that it shall notify the Company following the sale of
Registrable Securities to a third party as promptly as reasonably practicable, and in any event within thirty (30) days, following
the sale of such Registrable Securities.


 






     


     


    

 


2.6.          Indemnification.


 


(a)        To
the extent permitted by law, the Company shall indemnify the Investor, and, as applicable, their officers, directors, and constituent
partners, legal counsel for the Investor and each Person controlling the Investor, with respect to which registration, related
qualification, or related compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter,
if any, and each Person who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages,
or liabilities (or actions in respect thereof) to the extent such claims, losses, damages, or liabilities arise out of or are based
upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document
(including any related Registration Statement) incident to any such registration, qualification, or compliance, or (ii) any
omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities
law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration,
qualification, or compliance; and the Company shall pay as incurred to the Investor, each such underwriter, and each Person who
controls the Investor or underwriter, any legal and any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained
in this Section 2.6(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability,
or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and
provided, further, that the Company shall not be liable in any such case to the extent that any such claim, loss, damage, liability,
or expense arises out of or is based upon any violation by the Investor of the obligations set forth in Section 2.5 hereof
or any untrue statement or omission contained in such prospectus or other document based upon written information furnished to
the Company by the Investor, such underwriter, or such controlling Person and stated to be for use therein.


 


(b)        To
the extent permitted by law, the Investor shall, if Registrable Securities held by the Investor are included for sale in the
registration and related qualification and compliance effected pursuant to this Agreement, indemnify the Company, each of its
directors, each officer of the Company who signs the applicable Registration Statement, each legal counsel and each
underwriter of the Company’s securities covered by such a Registration Statement, each Person who controls the Company
or such underwriter within the meaning of the Securities Act against all claims, losses, damages, and liabilities (or actions
in respect thereof) arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material
fact contained in any such Registration Statement, or related document, or (ii) any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Investor of Section 2.5 hereof, the Securities
Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any state securities law applicable to the Investor and relating to action or inaction required of the Investor in
connection with any such registration and related qualification and compliance, and shall pay as incurred to such persons,
any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss,
damage, liability, or action, in each case only to the extent that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in (and such violation pertains to) such Registration Statement or related document in
reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be
specifically for use therein; provided, however, that the indemnity contained in
this Section 2.6(b) shall not apply to amounts paid in settlement of any such claim, loss, damage,
liability, or action if settlement is effected without the consent of the Investor (which consent shall not unreasonably be
withheld); provided, further, that the Investor’s liability under this Section 2.6(b) (when
combined with any amounts the Investor is liable for under Section 2.6(d)) shall not exceed the
Investor’s net proceeds from the offering of securities made in connection with such registration.


 






     


     


    

 


(c)        Promptly
after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.6,
notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party
shall have the right to participate in and to assume the defense of such claim; provided, however, that
the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled
to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably
determines that there may be a conflict between the position of the Company and the Investor in conducting the defense of such
action, suit, or proceeding by reason of recognized claims for indemnity under this Section 2.6, then counsel
for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to
protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action,
if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent
so prejudiced, of any liability to the indemnified party under this Section 2.6, but the omission so to notify
the indemnifying party shall not relieve such party of any liability that such party may have to any indemnified party otherwise
than under this Section 2.6.


 


(d)        If
the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as
any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and
the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or
omission. In no event, however, shall (i) any amount due for contribution hereunder be in excess of the amount that
would otherwise be due under Section 2.6(a) or Section 2.6(b), as applicable, based on
the limitations of such provisions and (ii) a Person guilty of fraudulent misrepresentation (within the meaning of the
Securities Act) be entitled to contribution from a Person who was not guilty of such fraudulent misrepresentation.


 






     


     


    

 


(e)        Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided, however, that the failure of the underwriting agreement to provide for
or address a matter provided for or addressed by the foregoing provisions shall not be a conflict between the underwriting agreement
and the foregoing provisions.


 


(f)         The
obligations of the Company and the Investor under this Section 2.6 shall survive the completion of any offering
of Registrable Securities in a Registration Statement under this Agreement or otherwise.


 


2.7.          Information.
The Investor shall furnish to the Company such information regarding the Investor and the distribution proposed by the Investor
as the Company may reasonably request and as shall be reasonably required in connection with any registration referred to in this
Agreement. The Investor agrees to, as promptly as practicable (and in any event prior to any sales made pursuant to a prospectus),
furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company
by the Investor not misleading. The Investor agrees to keep confidential the receipt of any notice received pursuant to Section 2.4(e) and
the contents thereof, except as required pursuant to applicable law. Notwithstanding anything to the contrary herein, the Company
shall be under no obligation to name the Investor in any Registration Statement if the Investor has not provided the information
required by this Section 2.7 with respect to the Investor as a selling securityholder in such Registration
Statement or any related prospectus.


 


2.8.          Rule
144 Requirements. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities
Act and any other rule or regulation of the Commission that may at any time permit the Investor to sell Registrable Securities
to the public without registration, the Company agrees to use its reasonable best efforts to:


 


(a)        make
and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act at all times
after the date hereof;


 


(b)        file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act;


 


(c)        prior
to the filing of the Registration Statement or any amendment thereto (whether pre-effective or post-effective), and
prior to the filing of any prospectus or prospectus supplement related thereto, to provide the Investor with copies of all of the
pages thereof (if any) that reference the Investor; and


 


(d)        furnish
to the Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by
the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may
be reasonably requested by the Investor in availing itself of any rule or regulation of the Commission which permits the Investor
to sell any such securities without registration.


 






     


     


    

 


Section 3.


Miscellaneous


 


3.1.         Amendment.
No amendment, alteration or modification of any of the provisions of this Agreement shall be binding unless made in writing and
signed by each of the Company and the Investor.


 


3.2.          Injunctive
Relief. It is hereby agreed and acknowledged that it shall be impossible to measure in money the damages that would be suffered
if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an
aggrieved Person shall be irreparably damaged and shall not have an adequate remedy at law. Any such Person shall, therefore, be
entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including, without
limitation, specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.


 


3.3.          Notices.
All notices required or permitted under this Agreement must be in writing and sent to the address or facsimile number identified
below. Notices must be given: (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard
copy delivered by the methods under clause (c) or (d); (c) by prepaid certified or registered mail,
return receipt requested; or (d) by prepaid reputable overnight delivery service. Notices shall be effective upon receipt.
Either party may change its notice address by providing the other party written notice of such change. Notices shall be delivered
as follows:


 


	If to the Investor:	 	Pillar Partners Foundation, L.P.
	 	 	c/o Pillar Invest Offshore SAL  
	 	 	Starco Center, Bloc B, Third Floor  
	 	 	Omar Daouk Street, Beirut 2020-3313  
	 	 	Lebanon  
	 	 	 
	with a copy to:	 	Goodwin Procter LLP  
	 	 	The New York Times Building  
	 	 	620 Eighth Avenue  
	 	 	New York, NY 10018  
	 	 	Attn: Michael Rosenberg, Esq.
	 	 
	If to the Company:	 	Idera Pharmaceuticals, Inc.

                                   505 Eagleview Blvd., Suite 212

                                   Exton, Pennsylvania 19341

                                   Attn: Chief Financial Officer
 Attn: General Counsel  

	 	 
	with a copy to:	 	Morgan, Lewis & Bockius LLP

                                   1701 Market Street

                                   Philadelphia, Pennsylvania 19103-2921

                                   Attn: Joanne R. Soslow, Esq.  






 






     


     


    

 


3.4.          Governing
Law; Jurisdiction; Venue; Jury Trial.


 


(a)        This
Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York.


 


(b)        Each
of the Company and the Investor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the
Company and the Investor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court.
Each of the Company and the Investor hereto agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


(c)        Each
of the Company and the Investor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this
Agreement and the transactions contemplated herein in any court referred to in Section 3.4(b) hereof. Each of
the Company and the Investor hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 


(d)        EACH
OF THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND THE
INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND THE INVESTOR HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






     


     


    

 


3.5.          Successors,
Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated
or sublicensed by any party hereto without the prior written consent of the other party; provided, however,
that the Investor shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection
therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as the
Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment
made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to
the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate
any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive
(either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”)
in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the
consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such
Other Equity as if such Other Equity were Registrable Securities hereunder.


 


3.6.          Entire
Agreement. This Agreement, together with any exhibits hereto, constitute the entire agreement between the parties relating
to the subject matter hereof and all previous agreements or arrangements between the parties, written or oral, relating to the
subject matter hereof are superseded.


 


3.7.         Waiver.
No failure on the part of either party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay
on the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a
waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.


 


3.8.         Severability.
If any part of this Agreement is declared invalid or unenforceable by any court of competent jurisdiction, such declaration shall
not affect the remainder of the Agreement and the invalidated provision shall be revised in a manner that shall render such provision
valid while preserving the parties’ original intent to the maximum extent possible.


 


3.9.         Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.


 


3.10.        Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute
such counterparts (including by facsimile or other electronic means), and all of which together shall constitute one instrument.


 


3.11.        Term
and Termination. The Investor’s rights to demand the registration of the Registrable Securities under this Agreement,
as well as the Company’s obligations hereunder other than pursuant to Section 2.6 hereof, shall terminate
automatically once all Registrable Securities cease to be Registrable Securities pursuant to the terms of this Agreement.


 


[Remainder of
Page Intentionally Left Blank; Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.


 


	 	IDERA
    PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/
    Vincent J. Milano
	 	Name:	Vincent
    J. Milano
	 	Title:	Chief
    Executive Officer                




 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.


 


	 	PILLAR
    PARTNERS FOUNDATION, L.P.
	 	 
	 	By:	/s/
    Abdul-Wahab Umari
	 	Name: 	Abdul-Wahab
    Umari
	 	Title:	Director




 


[Signature Page
to Registration Rights Agreement]