exv10w48






Exhibit 10.48









November 8, 2007




Louis J. Arcudi, III

4 Whitney Road

Hopedale, MA 01747



Dear Lou:



It is my pleasure to extend to you this offer of employment with Idera Pharmaceuticals, Inc. (the
“Company”). The purpose of this letter is to summarize the terms of your employment with the
Company, should you accept our offer:





	1.	 	Employment. You will be employed to serve on a full time basis as Chief Financial
Officer of the Company, effective December 3, 2007 (the “Effective Date”) reporting solely to
the Chief Executive Officer and performing such duties as are customarily assigned to a chief
financial officer, plus such other duties as may from time to time be assigned to you by the
Chief Executive Officer. You agree to devote your full business time, best efforts, skill,
knowledge, attention and energies to the advancement of the Company’s business and interests
and to the performance of your duties and responsibilities as an employee of the Company.






	2.	 	Base Salary and Bonus. Your base salary will be $230,000 per year. Such base salary
may be adjusted from time to time in accordance with normal business practices and in the sole
discretion of the Company. You shall also be eligible to receive, at the end of each fiscal
year of the Company other than the year ending December 31, 2007, an annual bonus, whether
pursuant to a formal bonus or incentive plan or program of the Company or otherwise. With
respect to the fiscal year ending December 31, 2008, you shall be eligible to receive a bonus
equal to between 20% and 30% of your base salary on the last day of such fiscal year. Such
bonus, if any, will be approved by the Board of Directors (the “Board”) in its sole discretion
and will be based on both individual and Company performance objectives as developed and
determined by the Company in its sole discretion.






	3.	 	Signing Bonus. In addition to your base salary and any annual bonus, you will be
eligible to receive a signing bonus of $50,000 payable in two installments of $25,000 each. If
you remain employed with the Company on January 31, 2008, then the first installment will be
paid on that date and again subject to your continued employment with the Company, the second
installment will be paid on May 30, 2008. Notwithstanding the foregoing, in the event that
prior to May 30, 2008 you are terminated without cause, then the Company shall pay these bonus
installments on the specified payment dates whether or not you are then an employee of the
Company.




 









 












	4.	 	Benefit Programs. You may participate in any and all benefit programs that the
Company may establish and make available to its employees from time to time, provided you are
eligible under (and subject to all provisions of) the plan documents governing those programs.
Such benefits may include medical, dental and retirement plans. Any benefits made available
by the Company, and the rules, terms and conditions for participation in such
benefit plans, may be changed by the Company at any time and from time to time without advance
notice.






	5.	 	Severance. In the event that the Company terminates your employment with the Company
at any time without Cause, the Company shall continue to pay you your then current base salary
for a period ending on the date three (3) months after the termination of your employment (the
“Severance Period”), payable in accordance with and at the times contemplated by the Company’s
then current payroll practices. In addition, during the Severance Period, the Company will
provide you with medical and dental insurance benefits to the extent you were receiving such
benefits immediately prior to your termination date and to the extent that the Company is able
to provide you with such benefits at a cost to the Company that is not in excess of the cost
that the Company was paying for such benefits for you immediately prior to your termination.
Notwithstanding the foregoing, the Company’s obligations to make such payments and provide
such benefits shall be contingent upon your execution of a release in a form reasonably
acceptable to the Company.






     For purposes of this offer letter, Cause shall mean (i) a material breach of any material
term of this offer letter, (ii) a plea of guilty or nolo contendere to, or conviction of, the
commission of a felony offense, (iii) repeated unexplained or unjustified absence, or refusals
to carry out the lawful directions of the Board or (iv) material breach of a fiduciary duty owed
to the Company under this offer letter, provided that any action or inaction described by (i),
(iii) or (iv), above, shall not be the basis of a termination of your employment with the
Company for “Cause” unless the Company provided you with at least 20 days advance written notice
specifying in reasonable detail the conduct in need of being cured and such conduct was not
cured within the notice period or prior to termination.




	6.	 	Equity. Upon the commencement of your employment with the Company, you will receive
pursuant and subject to the terms of the Company’s 2005 Stock Incentive Plan, a non-statutory
stock option award to purchase 80,000 shares of the Company’s common stock at an exercise
price equal to the fair market value of the Company’s common stock on the date of grant. Such
options shall vest over three years with the first installment vesting on the first
anniversary of the grant date and the balance of the shares vesting in equal quarterly
installments over the remaining two years . These options shall be evidenced by an option
agreement that is consistent with the form of option agreement generally used by the Company
and the terms of this offer letter. In the event that during the one year period following
the Effective Date a Change of Control occurs, then the vesting of such options shall be
accelerated such that on the date of the Change of Control such stock options shall
automatically vest as to the first annual installment.






     For purposes of this offer letter, a Change of Control shall mean the occurrence of any of
the following events: (i) a change in the composition of the Board over a period of thirty-six
consecutive months or less such that a majority of the members of the
Board ceases 

to  be



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comprised of individuals who are Continuing Members; for such purpose, a “Continuing Member”
shall mean an individual who is a member of the Board on the date of this Agreement and any
successor of a Continuing Member who is elected to the Board or nominated for election by action
of a majority of Continuing Members then serving on the Board; (ii) any merger or consolidation
that results in the voting securities of the Company
outstanding immediately prior thereto representing (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity) less than 60% of the
combined voting power of the voting securities of the Company or such surviving or acquiring
entity outstanding immediately after such merger or consolidation; (iii) any sale of all or
substantially all of the assets of the Company; (iv) the complete liquidation or dissolution of
the Company; or (v) the acquisition of “beneficial ownership” (as defined in Rule 13d-3 under
the Exchange Act) of securities of the Company representing 50% or more of the combined voting
power of the Company’s then outstanding securities (other than through a merger or consolidation
or an acquisition of securities directly from the Company) by any “person,” as such term is used
in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any corporation
owned directly or indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company.




	7.	 	Invention, Non-Disclosure and Non-Competition Agreement. As a condition of
employment, you will be required to execute the Invention, Non-Disclosure and Non-Competition
Agreement enclosed herewith as Exhibit A.
	 
	8.	 	Company Policies and Procedures. As an employee of the Company, you will be required
to comply with all Company policies and procedures. Violations of the Company’s policies may
lead to immediate termination of your employment. Further, the Company’s premises, including
all workspaces, furniture, documents and other tangible materials, and all information
technology resources of the Company (including computers, data and other electronic files, and
all internet and e-mail) are subject to oversight and inspection by the Company at any time.
Company employees should have no expectation of privacy with regard to any Company premises,
materials, resources or information.
	 
	9.	 	Proof of Legal Right to Work. For purposes of federal immigration law, you will be
required to provide the Company with documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to the Company within
three (3) business days of your date of hire, or our employment relationship with you may be
terminated. You may need to obtain a work visa in order to be eligible to work in the United
States. If that is the case, your employment with the Company will be conditioned upon your
obtaining a work visa in a timely manner as determined by the Company.
	 
	10.	 	At-Will Employment. This letter shall not be construed as an agreement, either
express or implied, to employ you for any stated term, and shall in no way alter the Company’s
policy of employment at will, under which both you and the Company remain free to end the
employment relationship, for any reason, at any time, with or without cause or notice.
Although your job duties, title, compensation and benefits, as well as the Company’s personnel
policies and procedures, may change from time to time, the “at-will” nature of 




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	 	 	your employment
may only be changed by a written agreement signed by you and the Chief Executive Officer of
the Company which expressly states the intention to modify the at-will nature of your
employment. Similarly, nothing in this letter shall be construed as an agreement, either
express or implied, to pay you any compensation or grant you any benefit beyond the end of
your employment with the Company. This letter supersedes any prior
understandings, whether written or oral, relating to the terms of your employment with the
Company.
	 
	11.	 	Other Agreements and Governing Law. You represent that you are not bound by any
employment contract, restrictive covenant or other restriction preventing you from entering
into employment with or carrying out your responsibilities for the Company, or which is in any
way inconsistent with the terms of this letter. Please note that this offer letter is your
formal offer of employment and supersedes any and all prior or contemporaneous agreements,
discussions and/or understandings, whether written or oral, relating to the subject matter of
this letter or your employment with the Company. The resolution of any disputes under this
letter will be governed by Massachusetts law.




If this letter correctly sets forth the initial terms under which you will be employed by the
Company, please sign the enclosed duplicate of this letter in the space provided below, along with
the enclosed Invention, Non-Disclosure and Non-Competition Agreement, and return them to me. If
you do not accept this offer by November 15, 2007, the offer will be revoked. This offer is
contingent on satisfactory reference checks.




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	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ SUDHIR AGRAWAL
 

Sudhir Agrawal
	 	 
	 

	 	Title:
	 	CEO	 	 





The foregoing correctly sets forth the terms of my employment with Idera Pharmaceuticals, Inc. I
am not relying on any representations other than as set forth above.




	 	 	 	 	 
	/s/ LOUIS J. ARCUDI, III
 

Name: Louis J. Arcudi, III

	 	Date: 11/8/07
	 	 






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Exhibit A





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INVENTION, NON-DISCLOSURE AND NON-COMPETITION AGREEMENT




     IN CONSIDERATION of my being engaged as an employee of Idera Pharmaceuticals, Inc., a Delaware
corporation, having an address at 167 Sidney Street, Cambridge, Massachusetts 02139 (“Idera”), and
for other valuable consideration, the receipt and sufficiency of which are acknowledged, I agree as
follows:



1. Confidential Information.




     (a) I agree that all materials and information, whether or not in writing, of a private,
secret or confidential nature concerning Idera’s technology, business or financial affairs
(collectively, “Confidential Information“) is and shall be the exclusive property of Idera. I will
not disclose any Confidential Information to others outside Idera or use the same for any purposes
(other than in the performance of my duties as an employee of or consultant to Idera) without the
prior written approval of a senior executive officer of Idera, either during or after my employment
or consultancy, unless and until such Confidential Information has become public knowledge without
fault by me.



     (b) By way of illustration, and not limitation, Confidential Information shall include,
whether tangible or electronic version: all inventions, discoveries, improvements, methods,
developments, ideas, research plans and results, nucleic acid sequences, software, models, methods,
notebooks (either paper copy or electronic copy), practices, systems, plans, policies, formulas,
designs, products, projects and know-how which Idera owns, controls or has access to or which
relate to Idera’s technology or business; all information pertaining to the financial condition,
business affairs or prospects of Idera; and all supplier, client or customer lists of Idera.



     (c) All tangible materials, either in paper form or electronic form, containing Confidential
Information or copies thereof and all tangible property of Idera in my custody or possession shall
be delivered to Idera upon the earlier of (i) a request by Idera or (ii) termination of my
employment or consultancy. After such delivery, I shall not retain any such materials or copies
thereof or any such tangible property.



     (d) I agree that my obligation not to disclose or to use information and materials of the
types set forth in paragraphs (a) and (b) above, and my obligation to return materials and tangible
property set forth in paragraph (c) above, also extends to such types of information, materials and
tangible property of customers of Idera or suppliers to Idera or other third parties who may have
disclosed or entrusted the same to Idera or to me in the course of Idera’s business.



2. Developments.




     (a) I will make full and prompt disclosure to Idera of all inventions, improvements,
discoveries, methods, developments, software and works of authorship, whether or not patentable or
copyrightable, which are created, made, conceived or reduced to practice by me or



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under my direction or jointly with others in the course of my employment or consultancy with Idera,
whether or not during normal working hours or on the premises of Idera (all of which are
collectively referred to in this Agreement as “Developments”).




     (b) I agree to assign and do hereby assign to Idera (or any person or entity designated by
Idera) all my right, title and interest in and to all Developments and all related patents, patent
applications, certificates of invention, applications for certificates of invention, utility
models, applications for utility models, copyrights, copyright applications and other industrial
and intellectual property rights. I also hereby agree to waive and do hereby waive all claims to
moral rights in all Developments.



     (c) I agree to cooperate fully with Idera, both during and after my employment or consultancy
with Idera, with respect to the procurement, maintenance and enforcement of copyrights, patents and
other industrial and intellectual property rights (both in the United States and foreign countries)
relating to Developments. Idera will reimburse you for all reasonable and necessary expenses
incurred or paid you in connection with the performance of such services to procure, maintain or
enforce any of Idera’s property rights in relation to this subsection.



3. Other Agreements.




     (a) I represent that my performance of all the terms of this Agreement and as an employee of
or consultant to Idera does not and will not breach any agreement to refrain from competing,
directly or indirectly, with the business of any previous employer or any other party nor any
agreement to keep in confidence information, knowledge or data acquired by me in confidence or in
trust prior to my employment or consultancy with Idera. I will not disclose to Idera or induce
Idera to use any confidential or proprietary information or material belonging to any previous
employer or others. I will not hereafter grant anyone any rights inconsistent with the terms of
this Agreement.



     (b) I represent that I am not under investigation by the FDA or other regulatory authority for
debarment action, nor have I been debarred pursuant to the Generic Drug Enforcement Act of 1992 (21
U.S.C. 301 et seq.) or any analogous law or statute.



4. United States Government Obligations.




     I acknowledge that Idera from time to time may have agreements with other persons or with the
United States Government, or agencies thereof, which impose obligations or restrictions on Idera
regarding inventions made during the course of work under such agreements or regarding the
confidential nature of such work. I agree to be bound by all such obligations and restrictions and
to take all action necessary to discharge the obligations of Idera under such agreements.



     5. Non-Compete.



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During the period of my employment by or engagement as a consultant to Idera and for a period of
one (1) year following the date of termination or expiration thereof, I will not directly or
indirectly:




          (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint
venturer, investor, lender or in any other capacity whatsoever (other than as the holder of not
more than one percent (1%) of the total outstanding stock of a publicly held company), engage in
developing, producing, performing, marketing or selling oligonucleotide-based products, processes
or services for or on behalf of any entity whose principal business is creating or developing
oligonucleotide-based products or therapeutics; or




          (ii) recruit, solicit or induce, or attempt to induce, any employee, agent, consultant or
contractor of Idera to terminate his, her or its employment with, or otherwise cease his, her or
its relationship with, Idera; or




          (iii) solicit, divert or take away, or attempt to divert or to take away, the business or
patronage of any of the clients, customers or accounts, or prospective clients, customers or
accounts, of Idera which are contacted solicited or served by me while employed by or engaged as a
consultant to Idera.




6. General.




     (a) This Agreement sets forth the entire agreement, and supersedes all prior agreements,
whether written or oral, between me and Idera relating to the subject matter of this Agreement.
This Agreement may not be modified, changed or discharged in whole or in part, except by an
agreement in writing signed by me and Idera.



     (b) This Agreement will be binding upon my heirs, executors and administrators and will inure
to the benefit of Idera and its successors and assigns.



     (c) This Agreement is governed by and will be construed as a sealed instrument under and in
accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of
laws provisions.



     (d) This Agreement does not constitute a contract of employment or consultancy and does not
imply that my employment or consultancy will continue for any period of time. I agree that any
change or changes in my position, duties, salary or compensation after the signing of this
Agreement will not affect the validity or scope of this Agreement.



     (e) I understand and agree that my obligations under this Agreement shall be effective as of
the date of commencement of my employment or consultancy and shall survive any expiration or
termination of my employment or consultancy. I further understand and agree that this Agreement
shall remain in effect and my obligations under this Agreement shall remain applicable following
any change in my status from that of an employee to that of a consultant



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and vice versa, without any need for me to acknowledge or sign a new agreement and without any need
for additional consideration.




     (f) If any term or provision of this Agreement is found by any court of competent jurisdiction
to be invalid or unenforceable to any extent or in any application, such term or provision shall be
interpreted so as to be valid and enforceable to the fullest extent and in the broadest application
permitted by law, and all of the terms and provisions of this Agreement shall not otherwise be
affected thereby.



     (g) I agree that the restrictions contained in this Agreement are necessary for the protection
of the business and goodwill of Idera and are reasonable for such purpose. I agree that any breach
of this Agreement will cause Idera substantial and irreparable harm and, therefore, in the event of
any such breach, in addition to such other remedies which may be available, Idera shall have the
right to seek specific performance and other injunctive and equitable relief.



     I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND I UNDERSTAND, AND AGREE TO, EACH OF
SUCH PROVISIONS.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Employee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Printed Name	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:                                         	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 	 	Signature	 	 
	IDERA PHARMACEUTICALS, INC.	 	 	 	 	 	 
	 

	 	 	 	 	 	 

Printed Name
	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






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