Exhibit 10.1


 


SECURITIES PURCHASE
AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”) is made and entered into as of July 13, 2020 (the “Effective
Date”) by and among Idera Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
and entities controlled by Pillar Invest Corporation, Cayman Islands limited partnerships, set forth on Schedule A hereto (each
a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise
defined in the text of this Agreement are defined in Section 11 hereof.


 


RECITALS


 


WHEREAS, the Company
and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation
D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the 1933
Act; and


 


WHEREAS, the Company
desires to sell to the Purchasers, and the Purchasers desire to purchase from the Company, (i) shares (“Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded
warrants in the form attached hereto as Exhibit A-1 (the “Pre-Funded Warrants”) to purchase shares
of Common Stock solely in the event that the Purchasers determine, in its sole discretion, that the Purchasers (together with the
Purchasers’ Affiliates, and any Person acting as a group together with the Purchasers or any of the Purchasers’ Affiliates)
would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect
to the issuance of the Shares on the applicable Closing Date (the “Beneficial Ownership Limitation”)
and (iii) warrants in the form attached hereto as Exhibit A-2 (the “Common Warrants”
and, together with the Pre-Funded Warrants, the “Warrants”) to purchase shares of Common Stock.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:


 


SECTION 1.     Authorization
of Securities.


 


1.01    The
Company has authorized the sale and issuance of the Shares and the Warrants on the terms and subject to the conditions set forth
in this Agreement. The Shares and the Warrants sold hereunder at each Closing shall be referred to as the “Securities.”


 






     


     


    

 


SECTION 2.    Sale
and Purchase of the Securities.


 


2.01   (a) First
Closing Securities. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the
Purchasers, and the Purchasers agree to purchase from the Company, for an aggregate purchase price of $5,100,000, (i) 749,993
Shares, (ii) 2,014,234 Pre-Funded Warrants, and (iii) Common Warrants accompanying the Shares which shall be exercisable for
2,764,227 Warrant Shares and shall have an exercise price of $2.58 per Warrant Share, subject to adjustment as provided in
the Common Warrants. The number of Warrant Shares exercisable from the Pre-Funded Warrants issued in the First Closing equals
to the difference of subtracting (A) the number of Shares purchased in the First Closing from (B) the number of shares of
Common Stock that would have been purchased by the Purchasers in the First Closing absent the Beneficial Ownership
Limitation, and shall have a nominal exercise price of $0.01 per Warrant Share, subject to adjustment as provided in the
Pre-Funded Warrants.


 


(b)    Second
Closing Securities. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the Purchasers,
and the Purchasers agree to purchase from the Company, for an aggregate purchase price of $5,100,000, (i) 784,615 Pre-Funded Warrants
and (ii) Common Warrants accompanying the Pre-Funded Warrants which shall be exercisable for 274,615 Warrant Shares (collectively,
the “Second Closing Securities”) and shall have an exercise price of $9.75 per Warrant Share, subject
to adjustment as provided in the Common Warrants. The number of Warrant Shares exercisable from the Pre-Funded Warrants issued
in the Second Closing equals to the number of shares of Common Stock that would have been purchased by the Purchasers in the Second
Closing absent the Beneficial Ownership Limitation, and shall have a nominal exercise price of $0.01 per Warrant Share, subject
to adjustment as provided in the Pre-Funded Warrants.


 


For the avoidance
of doubt, the aggregate exercise price for the Pre-Funded Warrants as provided in Sections 2.01(a) and 2.01(b) above, except for
the nominal exercise price of $0.01 per Warrant Share, shall be pre-funded to the Company (the “Pre-paid Aggregate
Exercise Price”) on or prior to the date of the applicable Closing and, consequently, no additional consideration
(other than the nominal exercise price of $0.01 per Warrant Share) shall be required to be paid by the Purchasers to effect any
exercise of a Pre-Funded Warrant. The Purchasers shall not be entitled to the return or refund of all, or any portion, of such
Pre-paid Aggregate Exercise Price under any circumstance or for any reason whatsoever.


 


2.02    At
or prior to each Closing, the Purchasers will pay the applicable purchase price set forth in Section 2.01 by wire transfer of immediately
available funds in accordance with wire instructions provided by the Company to the Purchasers prior to such Closing.


 


2.03    To
the extent that the Company does not receive payments of the First Closing purchase price from the Purchasers as set forth in Section
2.02 above within two (2) business days of the Effective Date, then (i) this Agreement shall be null and void with respect to any
and all covenants and obligations binding on the Company and (ii) the Purchasers shall reimburse the Company up to $50,000 for
the Company’s costs incurred in negotiating and executing this Agreement and other related transaction documents, in the
case of each of (i) and (ii) above, without prejudice to other remedies the Company may have at law or equity.


 


2.04       Uncertificated
Securities. The Securities and Warrant Shares issuable upon exercise of the Warrants will be uncertificated. In lieu of certificates,
such uncertificated shares of the Securities and Warrant Shares issuable upon exercise of the Warrants shall be credited to a book
entry account maintained by the Company (or its designee).


 






     


     


    

 


SECTION 3.     Closings.
Subject to the satisfaction of the closing conditions set forth in Section 7:


 


3.01 (a)    The
closing with respect to the transactions contemplated in Section 2.01(a) hereof (the “First Closing”)
shall occur upon the satisfaction of the closing conditions set forth in Section 7 (the “First Closing
Date”).


 


3.02 (b)    The
closing(s) with respect to the transactions contemplated in Section 2.01(b) hereof (the “Second Closing”
and, together with the First Closing, each a “Closing”) shall occur on or before the tenth Business Day
following the ORR Data Announcement (as defined below) and shall be held on or before the fifth day following delivery of written
notice by the Purchasers to the Company, including the allocation of the Second Closing Securities among the Purchasers, and upon
the satisfaction of the closing conditions set forth in Section 7 (the “Second Closing Date” and, together
with the First Closing Date, each a “Closing Date”). For purposes of this agreement, “ORR
Data Announcement” means the Company’s public announcement of the overall
response rate primary endpoint of the tilsotolimod ILLUMINATE-301 study, as defined in the final statistical analysis plan of the
study protocol, as agreed with the FDA prior to unblinding (the “ORR Data”).



 


SECTION 4.    Representations
and Warranties of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company that the
statements contained in this Section 4 are true and correct as of the Effective Date, and will be true and
correct as of each Closing Date:


 


4.01    Validity.
The execution, delivery and performance of this Agreement and the consummation by the Purchasers of the transactions contemplated
hereby have been duly authorized by all necessary corporate, partnership, limited liability or similar actions, as applicable,
on the part of the Purchasers. This Agreement has been duly executed and delivered by the Purchasers and constitutes a valid and
binding obligation of the Purchasers, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement
of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies.


 


4.02    Brokers.
There is no broker, investment banker, financial advisor, finder or other person which has been retained by or is authorized to
act on behalf of the Purchasers who might be entitled to any fee or commission for which the Company will be liable in connection
with the execution of this Agreement and the consummation of the transactions contemplated hereby.


 


4.03    Investment
Representations and Warranties. The Purchasers understand and agree that the offering and sale of the Securities has not been
registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions
for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Purchasers’ representations as expressed herein.


 






     


     


    

 


4.04    Acquisition
for Own Account; No Control Intent. Each Purchaser is acquiring the Securities for its own account for investment and not with
a view towards distribution in a manner which would violate the 1933 Act or any applicable state or other securities laws. The
Purchasers are not party to any agreement providing for or contemplating the distribution of any of the Securities. The Purchasers
have no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated
pursuant to Section 13(d) of the 1934 Act.


 


4.05    No
General Solicitation. The Purchasers are not purchasing the Securities as a result of any advertisement, article, notice or
other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television,
radio or the internet or presented at any seminar or any other general solicitation or general advertisement. The purchase of the
Securities has not been solicited by or through anyone other than the Company.


 


4.06    Ability
to Protect Its Own Interests and Bear Economic Risks. The Purchasers have the capacity to protect its own interests in connection
with the transactions contemplated by this Agreement and is capable of evaluating the merits and risks of the investment in the
Securities. The Purchasers are able to bear the economic risk of an investment in the Securities and is able to sustain a loss
of all of its investment in the Securities without economic hardship, if such a loss should occur.


 


4.07    Accredited
Investor; No Bad Actor. Each Purchaser is an “accredited investor” as that term is defined in Rule 501(a) under
the 1933 Act. Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions
of Rule 506(d)(1) of the 1933 Act.


 


4.08    Access
to Information. The Purchasers have been given access to Company documents, records, and other information, and has had adequate
opportunity to ask questions of, and receive answers from, the Company’s officers, employees, agents, accountants and representatives
concerning the Company’s business, operations, financial condition, assets, liabilities and all other matters relevant to
its investment in the Securities. The Purchasers understand that an investment in the Securities bears significant risk and represents
that it has reviewed the SEC Reports, which serve to qualify certain of the Company representations set forth below.


 


4.09    Restricted
Securities. The Purchasers understand that the Securities will be characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2)
of the 1933 Act and that under such laws and applicable regulations such Securities may be resold without registration under the
1933 Act only in certain limited circumstances.


 


4.10    Short
Sales. Between the time the Purchasers learned about the offering contemplated by this Agreement and the public
announcement of the offering, the Purchasers have not engaged in any short sales (as defined in Rule 200 of Regulation SHO
under the 1934 Act (“Short Sales”)) or similar transactions with respect to the Common Stock or any
securities exchangeable or convertible for Common Stock, nor have the Purchasers, directly or indirectly, caused any person
to engage in any Short Sales or similar transactions with respect to the Common Stock.


 






     


     


    

 


4.11    Tax
Advisors. Each Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and
local tax consequences of its purchase of the Securities, where applicable, and the transactions contemplated by this Agreement.
Each Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors
and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the
Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of the transactions contemplated
by this Agreement.


 


4.12    OFAC.
The Purchasers are not identified on the specially designated nationals or other blocked person list or otherwise currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
and the Purchasers have not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds
to any subsidiary of the Company, joint venture partner or other Person (defined below), in connection with any sales or operations
in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of
any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal
years. The Purchasers’ purchase of the Shares hereunder will not violate any money laundering or similar statutes of any
Governmental Entity (defined below).


 


SECTION 5.    Representations
and Warranties by the Company. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 4 and
except as set forth in the reports, schedules, forms, statements and other documents filed by the Company with the Commission pursuant
to the 1934 Act (collectively, the “SEC Reports”), which disclosures serve to qualify these representations
and warranties in their entirety, the Company represents and warrants to the Purchasers that the statements contained in this Section 5 are
true and correct as of the Effective Date and will be true and correct as of each Closing Date:


 


5.01    SEC
Reports. The Company has timely filed all of the reports, schedules, forms, statements and other documents required to be filed
by the Company with the Commission pursuant to the reporting requirements of the 1934 Act. The SEC Reports, at the time they were
filed with the Commission, (i) complied as to form in all material respects with the requirements of the 1934 Act and the
1934 Act Regulations and (ii) did not include an 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, in the light of the circumstances under which they were made,
not misleading.


 


5.02    Independent
Accountants. The accountants who certified the audited consolidated financial statements of the Company included in the SEC
Reports are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations, and the Public Company Accounting Oversight Board.


 






     


     


    

 


5.03    Financial
Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated by reference
in the SEC Reports, together with the related notes, present fairly, in all material respects, the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows
of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity
with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout
the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit
adjustments and the exclusion of certain footnotes.


 


5.04    No
Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information
is given in the SEC Reports, there has been no material adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business (a “Material Adverse Effect”), there have been no transactions entered
into by the Company or any of its subsidiaries, other than those in the ordinary course of business and except as contemplated
in this Agreement, which are material with respect to the Company and its subsidiaries considered as one enterprise, and there
has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.


 


5.05    Good
Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct
its business as disclosed in the SEC Reports and to enter into and perform its obligations under this Agreement; and the Company
is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a Material Adverse Effect.


 


5.06    Good
Standing of Subsidiaries. Each “significant subsidiary” of the Company, as such term is defined in Rule 1-02 of
Regulation S-X (each, a “Subsidiary” and, collectively, the “Subsidiaries”)
has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation
or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business
as described in the SEC Reports and is duly qualified to transact business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where
the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding
capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is
owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or
similar rights of any securityholder of such Subsidiary.


 






     


     


    

 


5.07    Capitalization.
The Company has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding
shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any
securityholder of the Company which have not been waived.


 


5.08    Validity.
This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of
the Company, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally,
and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


5.09    Authorization
and Description of Securities. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this
Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions,
except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject
to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance
with the terms of this Agreement, will be duly and validly issued, free and clear of all encumbrances and restrictions, except
for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to
preemptive or similar rights of stockholders. Each Warrant Share issuable upon exercise of the Warrants has been duly authorized
and, when issued and paid for in accordance with the terms of this Agreement and the Warrants, will be duly and validly issued,
fully paid and nonassessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth
in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders.
The Common Stock conforms, in all material respects, to all statements relating thereto contained in the SEC Reports and such description
conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of the Securities or
Warrant Shares will be subject to personal liability solely by reason of being such a holder.


 


5.10    Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its
charter, bylaws or similar organizational document, except, in the case of the Company’s subsidiaries, for such
violations that would not, singly or in the aggregate, result in a Material Adverse Effect, (B) in default in the
performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company
or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults
that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law,
statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body,
administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or
any of their respective properties, assets or operations (each, a “Governmental Entity”), except
for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated herein (including the issuance and
sale of the Securities and Warrant Shares) and compliance by the Company with its obligations hereunder do not and will not,
whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default
or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon
any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such
conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the
aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of
the Restated Certificate of Incorporation of the Company, as amended (the “Certificate of
Incorporation”), the Amended and Restated Bylaws of the Company (the
 “Bylaws”) or similar organizational document of the Company or any of its subsidiaries or
(ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, and
except in the case of clause (ii) for such violations as would not, singly or in the aggregate, result in a Material
Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the
right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of
its subsidiaries.


 






     


     


    

 


5.11    Absence
of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any
of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result
in a Material Adverse Effect.


 


5.12    Absence
of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity
now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which
would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely
affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations
hereunder.


 


5.13    Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance, or sale of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement, except such as have been already obtained or as may be required to list the Shares and Warrant Shares on the
Principal Trading Market, as may be required under state securities laws or the filings required pursuant to Section 6.03 of
this Agreement.


 


5.14    Possession
of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental
Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or
in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and
conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result
in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the
invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would
not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.


 






     


     


    

 


5.15    Title
to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have title to
all tangible personal property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests,
claims, restrictions or encumbrances of any kind except such as (A) are described in the SEC Reports or (B) do not, singly
or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed
to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business
of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds
properties described in the SEC Reports, are in full force and effect, and neither the Company nor any such subsidiary has any
notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary
under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary
to the continued possession of the leased or subleased premises under any such lease or sublease.


 


5.16    Intellectual
Property. The Company and its subsidiaries own or possess the right to use all patents, patent applications, inventions,
licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual
property, and registrations and applications for registration of any of the foregoing (collectively,
 “Intellectual Property”) necessary to conduct their business as presently conducted and currently
contemplated to be conducted in the future as described in the SEC Reports and, to the knowledge of the Company, neither the
Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their
respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing,
misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any
heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any
Intellectual Property of any other person or entity, other than as described in the SEC Reports. Neither the Company nor any
of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by
conducting their business as described in the SEC Reports, such parties would infringe, misappropriate, conflict with, or
violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement,
misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries
which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all
reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and
to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property
employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in
violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the
Company, any of their respective officers, directors or employees, except as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. All Intellectual Property owned or exclusively licensed by the
Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other
than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not
subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or
any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened
litigation, which materially restricts or impairs their use of any Intellectual Property.


 






     


     


    

 


5.17    Company
IT Systems. The Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware,
software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used
in connection with the business of the Company and its subsidiaries (the “Company IT Systems”), except
as would not, individually or in the aggregate, have a Material Adverse Effect. The Company IT Systems are adequate for, and operate
and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries
as currently conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and
its subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent in all material
respects with applicable regulatory standards and customary industry practices.


 


5.18    Cybersecurity.
Except as would not reasonably be expected to have a Material Adverse Effect, (A) there has been no security breach or other
compromise of or relating to the Company IT Systems; (B) the Company has not been notified of, and has no knowledge of any
event or condition that would reasonably be expected to result in, any such security breach or other compromise of the Company
IT Systems; (C) the Company and its subsidiaries have implemented policies and procedures with respect to the Company IT Systems
that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (D) the
Company and its subsidiaries are presently in material compliance with all applicable laws or statutes, judgments, orders, rules
and regulations of any court or arbitrator or governmental or regulatory authority and contractual obligations relating to the
privacy and security of the Company IT Systems and to the protection of the Company IT Systems from unauthorized use, access, misappropriation
or modification.


 


5.19    Environmental
Laws. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company
nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule,
regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products,
asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,
 “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and
approvals required for their operations under any applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or
proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of
the Company, there are no events or circumstances existing as of the date hereof that would reasonably be expected to form
the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or
Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.


 






     


     


    

 


5.20    Accounting
Controls and Disclosure Controls. The Company and its subsidiaries maintain effective internal control over financial reporting
(as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting
controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s
general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with
management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s
most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial
reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that
has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control
over financial reporting.


 


5.21    Compliance
with the Sarbanes-Oxley Act. The Company is in compliance in all material respects with all provisions of the Sarbanes-Oxley
Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are in effect and
with which the Company is required to comply.


 


5.22    Payment
of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed
have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except
assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.
No assessment in connection with United States federal tax returns has been made against the Company. The Company and its
subsidiaries have filed all other tax returns that are required to have been filed by them through the date hereof or have
timely requested extensions thereof pursuant to applicable foreign state, local or other law except insofar as the failure to
file such returns would not result in a Material Adverse Effect and has paid all taxes due pursuant to such returns or all
taxes due and payable pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been established by the Company or its
subsidiaries and except where the failure to pay such taxes would not result in a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not
finally determined are adequate to meet any assessments or reassessments for additional income tax for any years not finally
determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.


 






     


     


    

 


5.23    ERISA.
Except as would not reasonably be expected to have a Material Adverse Effect: (i) at no time in the past six years has the
Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or had any liability or obligation in respect
of any Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code, any “multiemployer plan”
as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred
or could incur material liability under Section 4063 or 4064 of ERISA, (ii) no “welfare benefit plan” as
defined in Section 3(1) of ERISA provides or promises, or at any time provided or promised, retiree health, or other post-termination
benefits except to the extent such benefit is fully insured or as may be required by the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended, or similar state law and (iii) each Employee Benefit Plan is and has been operated in compliance
with its terms and all applicable laws, including but not limited to ERISA and the Code. Each Employee Benefit Plan intended to
be qualified under Code Section 401(a) has a favorable determination or opinion letter from the Internal Revenue Service (the
 “IRS”) upon which it can rely, and any such determination or opinion letter remains in effect and has
not been revoked and no event has occurred and no facts or circumstances exist that could reasonably be expected to result in the
loss of qualification or tax exemption of any such Employee Benefit Plan. With respect to each Foreign Benefit Plan, such Foreign
Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such
treatment, and (2) if required to be funded, is funded to the extent required by applicable law. The Company does not have
any obligations under any collective bargaining agreement with any union. As used in this Section 5.23, “Code”
means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee
benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all equity and equity-based,
severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation,
employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject
to ERISA, under which (x) any current or former employee, director, independent contractor or other service provider of the
Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained
by the Company or any of the Subsidiaries or (y) the Company or any of the Subsidiaries has had or has any present or future
direct or contingent obligation or liability; “ERISA” means the Employee Retirement Income Security Act
of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as determined
pursuant to Code Section 414(b), (c), (m) or (o), with respect to any Person, each business or entity under “common
control” with such Person within the meaning of Section 4001(a)(14) of ERISA; and “Foreign Benefit Plan”
means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America and which is
not subject to United States law.


 






     


     


    

 


5.24    Insurance.
The Company and the Subsidiaries carry or are entitled to the benefits of insurance, with what the Company reasonably
believes to be financially sound and reputable insurers, in such amounts and covering such risks as is adequate for the
conduct of their respective businesses and the value of their respective properties and assets, and all such insurance is in
full force and effect. The Company has no reason to believe that it or any of the Subsidiaries will not be able (A) to
renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result
in a Material Adverse Effect.


 


5.25    Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities will not be required, to register
as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).


 


5.26    No
Unlawful Payments. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee, Affiliate or other person acting on behalf of the Company or any of its subsidiaries has taken any action, directly
or indirectly, that would result in a violation by such persons of any applicable anti-corruption laws, including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “government official” (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of
any of the foregoing, or any political party or party official or candidate for political office) in violation of any applicable
anti-corruption laws, and the Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption
laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.


 


5.27    Compliance
with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times
in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity
(collectively, the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any
Governmental Entity involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.


 


5.28    No
Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is
an individual or entity (“Person”) currently the subject or target of any sanctions administered or
enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office
of Foreign Assets Control (OFAC), the United Nations Security Council (“UNSC”), the European Union,
Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively,
 “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a
country or territory that is the subject of Sanctions; and the Company will not knowingly directly or indirectly use the
proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries,
joint venture partners or other Person, to fund any activities of or the business with any Person, or in any country or
territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in
violation by any Person of Sanctions.


 






     


     


    

 


5.29    Regulatory
Matters. Except as would not, singly or in the aggregate, result in a Material Adverse Effect: (i) neither the
Company nor any of its subsidiaries has received any FDA Form 483, notice of adverse finding, warning letter or other
correspondence or notice from the U.S. Food and Drug Administration (“FDA”) or any other
Governmental Entity alleging or asserting noncompliance with any Applicable Laws (as defined in clause (ii) below) or
Authorizations (as defined in clause (iii) below); (ii) the Company and each of its subsidiaries is and has been in
compliance with statutes, laws, ordinances, rules and regulations applicable to the Company and its subsidiaries for the
ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale,
offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company, including
without limitation, the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301, et seq., similar laws of other
Governmental Entities and the regulations promulgated pursuant to such laws (collectively, “Applicable
Laws”); (iii) the Company and each of its subsidiaries possesses all licenses, certificates, approvals,
clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws and/or to
carry on its businesses as now conducted (“Authorizations”) and such Authorizations are valid and
in full force and effect and the Company is not in violation of any term of any such Authorizations; (iv) neither the
Company nor any of its subsidiaries has received notice of any ongoing claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any Governmental Entity or third party alleging that any product, operation
or activity is in violation of any Applicable Laws or Authorizations or has any knowledge that any such Governmental Entity
or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, nor, to the
Company’s knowledge, has there been any noncompliance with or violation of any Applicable Laws by the Company or any of
its subsidiaries that could reasonably be expected to require the issuance of any such communication or result in an
investigation, corrective action, or enforcement action by FDA or similar Governmental Entity; (v) neither the Company
nor any of its subsidiaries has received notice that any Governmental Entity has taken, is taking or intends to take action
to limit, suspend, modify or revoke any Authorizations or has any knowledge that any such Governmental Entity is threatening
or is considering such action; and (vi) the Company and each of its subsidiaries has filed, obtained, maintained or
submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as
required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or
were corrected or supplemented by a subsequent submission). Neither the Company, any subsidiary nor, to the Company’s
knowledge, any of their respective directors, officers, employees or agents has been convicted of any crime under any
Applicable Laws or has been the subject of an FDA debarment proceeding. Neither the Company nor any subsidiary has been nor
is now subject to FDA’s Application Integrity Policy. To the Company’s knowledge, neither the Company, any
subsidiary nor any of its directors, officers, employees or agents, has made, or caused the making of, any false statements
on, or material omissions from, any other records or documentation prepared or maintained to comply with the requirements of
the FDA or any other Governmental Entity. Neither the Company, any subsidiary nor, to the Company’s knowledge, any of
their respective directors, officers, employees or agents, have with respect to each of the following statutes, or
regulations promulgated thereto, as applicable: (i) engaged in activities under 42 U.S.C.
 §§ 1320a-7b or 1395nn; (ii) knowingly engaged in any activities under 42 U.S.C.
 § 1320a-7b or the Federal False Claims Act, 31 U.S.C. § 3729; or (iii) knowingly and willfully
engaged in any activities under 42 U. S.C.§ 1320a-7b, which are prohibited, cause for civil penalties, or
constitute a mandatory or permissive exclusion from Medicare, Medicaid, or any other State Health Care Program or Federal
Health Care Program.


 






     


     


    

 


5.30    Research,
Studies and Tests. The research, nonclinical and clinical studies and tests conducted by, or to the knowledge of the Company,
or on behalf of the Company and its subsidiaries have been and, if still pending, are being conducted with reasonable care and
in all material respects in accordance with experimental protocols, procedures and controls pursuant to all Applicable Laws and
Authorizations; the descriptions of the results of such research, nonclinical and clinical studies and tests contained in the SEC
Reports are accurate and complete in all material respects and fairly present in all material respects the data derived from such
research, nonclinical and clinical studies, and tests; the Company is not aware of any research, nonclinical or clinical studies
or tests, the results of which the Company believes reasonably call into question the research, nonclinical or clinical study or
test results described or referred to in the SEC Reports when viewed in the context in which such results are described; and neither
the Company nor, to the knowledge of the Company, any of its subsidiaries has received any notices or correspondence from any Governmental
Entity that will require the termination, suspension or material modification of any research, nonclinical or clinical study or
test conducted by or on behalf of the Company or its subsidiaries, as applicable.


 


5.31    Private
Placement. Neither the Company nor its subsidiaries, nor any person acting on its or their behalf, has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require
registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations
and warranties of the Purchasers contained in Section 4 hereof, the issuance of the Securities, including
the issuance of Warrant Shares, is exempt from registration under the 1933 Act.


 


5.32    Registration
Rights. Except as required pursuant to Section 8 of this Agreement, the Company is presently not under
any obligation, and has not granted any rights, to register under the 1933 Act any of the Company’s presently outstanding
securities or any of its securities that may hereafter be issued that have not expired or been satisfied.


 


SECTION 6.     Covenants.


 


6.01    Reasonable
Best Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by
it as provided in Section 7 of this Agreement and to respond and resolve any comments received by Nasdaq.


 


6.02    Use
of Proceeds. The Company shall use the proceeds from the sale of the Securities for working capital and general corporate purposes.


 






     


     


    

 


6.03    Disclosure
of Transactions and Other Material Information.


 


(a) Within
the applicable period of time required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing
the terms and conditions of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching
this Agreement and the Warrants as exhibits to such filing (including all attachments, the “8-K Filing”).
The Company shall be permitted to issue a press release or other public statement with respect to the transactions contemplated
hereby.


 


(b) Within
the applicable period of time required by the 1934 Act, each Purchaser shall file an ownership report on Form 4 (the “Form
4”) reporting the acquisition of the securities in the First Closing as contemplated by this Agreement. The Purchasers
shall provide the Company with a reasonable opportunity to review and provide comments on the draft of the Form 4.


 


6.04    Pledge
of Securities. The Company acknowledges and agrees that the Securities may be pledged by a Purchaser in connection with a bona
fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall
not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Purchaser effecting a pledge of Securities
shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to
this Agreement, including, without limitation, Section 9.01 of this Agreement; provided that a
Purchaser and its pledgee shall be required to comply with the provisions of Section 9.01 of this Agreement
in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver
such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such
pledgee by a Purchaser; provided that any and all costs to effect the pledge of the Securities are borne by the
pledgor and/or pledgee and not the Company.


 


6.05    Expenses.
The Company and each Purchaser is liable for, and will pay, its own expenses incurred in connection with the negotiation, preparation,
execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses,
except that the Company has agreed to reimburse the Purchasers in an amount of up to $25,000 for the Purchasers’ reasonable
legal fees at the time of execution of this Agreement.


 


6.06    Listing.
The Company shall use its best efforts to take all steps necessary to (i) cause all of the Shares and the Warrant Shares exercisable
from the Warrants to be approved for listing on the Principal Trading Market and (ii) maintain the listing of its Common Stock
on the Principal Trading Market.


 


6.07    Reservation
of Common Stock. The Company shall take all actions necessary to at all times have authorized, and reserved for the purpose
of issuance the number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on
exercise of the Warrants set forth in the applicable Warrant).


 






     


     


    

 


6.08       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the this
Agreement, which shall be disclosed pursuant to Section 6.03, the Company covenants and agrees that it shall not provide the
Purchasers with any information that constitutes material non-public information, unless (i) such information will be
disclosed as of the earlier of (A) the public announcement of this transaction or (ii) the Company’s next filing of a
Form 10-K or Form 10-Q, or (ii) prior thereto the Purchasers shall have consented to the receipt of such information and
agreed with the Company to keep such information confidential.


 


SECTION 7.    Conditions
of Parties’ Obligations.


 


7.01    Conditions
of the Purchasers’ Obligations at each Closing. The obligations of the Purchasers under Section 2 hereof
are subject to the fulfillment, at or prior to the applicable Closing, of all of the following conditions, any of which may be
waived in whole or in part by the Purchasers in their absolute discretion.


 


(a)    Representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct on
and as of each Closing Date with the same effect as though such representations and warranties had been made on and as of such
Closing Date (except to the extent expressly made as of an earlier date in which case as of such earlier date).


 


(b)    Performance.
The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or prior to the applicable Closing Date.


 


(c)    Opinion
of Company Counsel. The Company shall have delivered to the Purchasers the opinion of Morgan, Lewis & Bockius LLP, counsel
for the Company, or such other counsel for the Company acceptable to the Purchasers in their sole discretion, dated as of the applicable
Closing Date in form and substance satisfactory to the Purchasers.


 


(d)    Compliance
Certificate. The Chief Executive Officer of the Company shall have delivered to the Purchasers at each Closing Date a certificate
certifying that the conditions specified in Sections 7.01(a) and 7.01(b) of this Agreement have
been fulfilled.


 


(e)    Secretary’s
Certificate. The Secretary of the Company shall have delivered to the Purchasers at each Closing Date a certificate certifying
(i) the Certificate of Incorporation; (ii) the Bylaws; and (iii) resolutions of the Board of Directors (or an authorized
committee thereof) of the Company approving this Agreement and the transactions contemplated by this Agreement.


 


(f)    Listing
Requirements. The shares of Common Stock (including the Shares and the Warrant Shares exercisable from the Warrants) (i)
shall be listed on the Principal Trading Market and (ii) shall not have been suspended, as of the applicable Closing Date,
by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission
or the Principal Trading Market have been threatened, as of the applicable Closing Date, either (A) in writing by the Commission
or the Principal Trading Market or (B) by falling below the minimum listing maintenance requirements of the Principal Trading
Market.


 






     


     


    

 


(g)    Qualification
under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state
securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.


 


7.02    Conditions
of the Company’s Obligations. The obligations of the Company under Section 2 hereof are subject
to the fulfillment, at or prior to the applicable Closing, of all of the following conditions, any of which may be waived in whole
or in part by the Company in its absolute discretion.


 


(a)    Representations
and Warranties. The representations and warranties of the Purchasers contained in this Agreement shall be true and correct
on and as of each Closing Date with the same effect as though such representations and warranties had been made on and as of such
Closing Date (except to the extent expressly made as of an earlier date in which case as of such earlier date).


 


(b)    Performance.
The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or prior to the applicable Closing Date.


 


SECTION 8.    Registration
Rights. Concurrently with the execution of this Agreement, the Company shall enter into the registration rights agreement with
the Purchasers in the form attached hereto as Exhibit B.


 


SECTION 9.    Transfer
Restrictions.


 


9.01    Transfer
Restrictions. The Purchasers understand that the Company may, as a condition to the transfer of any of the Securities or Warrant
Shares, require that the request for transfer be accompanied by a certificate and/or an opinion of counsel reasonably satisfactory
to the Company, to the effect that the proposed transfer does not result in a violation of the 1933 Act, unless such transfer is
covered by an effective registration statement or by Rule 144 or Rule 144A under the 1933 Act. It is understood that the Company
will notify the transfer agent that the uncertificated shares evidencing the Securities and Warrant Shares:


 


“THE SECURITIES
AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR A CERTIFICATE AND/OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”


 






     


     


    

 


9.02    Unlegended
Securities. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any
restriction from such Securities or Warrant Shares, following the delivery by Purchaser to the Company or the Company’s
transfer agent of a written request to remove the restriction: (i) in connection with any sale (which for the avoidance
of doubt includes any planned sale within a reasonable period of time) of such Securities or Warrant Shares pursuant to Rule
144 (provided that any restriction would only be removed in connection with the consummation of any such sale) or
(ii) following the time the restriction is no longer required with respect to such Securities or Warrant Shares. If the
restriction is no longer required pursuant to the foregoing, the Company will, no later than five Business Days following the
delivery by a Purchaser to the Company or the Company’s transfer agent of a written request to remove the restriction
(and such other documents as the Company or the Company’s transfer agent may reasonably request, including an opinion
of counsel), deliver or cause to be delivered to such Purchaser documentation representing that such Securities or Warrant
Shares are free from all restrictions. Securities or Warrant Shares free from all restrictions may be transmitted by the
Company’s transfer agent to the Purchasers as directed by such Purchaser. The Company warrants that the Securities or
Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement.


 


SECTION 10.   Stock
Register; Ownership of Securities. The Company will keep at its principal office, or will cause its transfer agent to keep,
a register in which the Company will provide for the registration of transfers of the Securities. The Company may treat the person
in whose name any of the Securities are registered on such register as the owner thereof and the Company shall not be affected
by any notice to the contrary. All references in this Agreement to a “holder” of any Securities shall mean the person
in whose name such Securities are at the time registered on such register.


 


SECTION 11.    Definitions.
Unless the context otherwise requires, the terms defined in this Section 11 shall have the meanings specified
for all purposes of this Agreement. All accounting terms used in this Agreement, whether or not defined in this Section 11,
shall be construed in accordance with GAAP and such accounting terms shall be determined on a consolidated basis for the Company
and each of its subsidiaries, and the financial statements and other financial information to be furnished by the Company pursuant
to this Agreement shall be consolidated and presented with consolidating financial statements of the Company and each of its subsidiaries.


 


“1933
Act Regulations” means the rules and regulations promulgated under the 1933 Act.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended.


 


“1934
Act Regulations” means the rules and regulations promulgated under the 1934 Act.


 


“Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the 1934 Act.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder
thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant
or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.


 






     


     


    

 


“Principal
Trading Market” means the Nasdaq Capital Market or such other Trading Market on which the Common Stock is primarily
listed for trading.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the 1933 Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Trading
Market” means whichever of the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market,
the New York Stock Exchange, or the NYSE American on which the Common Stock is listed for trading on the date in question.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Common Warrants and the Pre-Funded Warrants,
as applicable.


 


SECTION 12.    Miscellaneous.


 


12.01        Waivers
and Amendments. Upon the approval of the Company and the written consent of the Purchasers, the obligations of the Company
and the rights of the Purchasers under this Agreement may be waived (either generally or in a particular instance, either retroactively
or prospectively and either for a specified period of time or indefinitely). Neither this Agreement, nor any provision hereof,
may be changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing executed
by the Company and the Purchasers.


 


12.02        Notices.
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered:
(a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified mail,
return receipt requested, postage prepaid, (c) one Business Day after being sent via a reputable nationwide overnight courier
service guaranteeing next Business Day delivery, or (d) when receipt is acknowledged, in the case of email, in each case to
the intended recipient as set forth below, with respect to the Company, and to the addresses set forth on Schedule A with respect
to the Purchasers.


 


If to the Company:


 


Idera Pharmaceuticals, Inc.


505 Eagleview Blvd., Suite
212


Exton, Pennsylvania 19341


Attn: General Counsel


Attn: Chief Financial Officer


 






     


     


    

 


with copies to:


 


Morgan, Lewis & Bockius
LLP


1701 Market Street


Philadelphia, Pennsylvania
19103-2921


Attn: Joanne R. Soslow, Esq.


 


or at such other address as the Company
or each Purchaser may specify by written notice to the other parties hereto in accordance with this Section 12.02.


 


12.03     Cumulative
Remedies. None of the rights, powers or remedies conferred upon the Purchasers on the one hand or the Company on the other
hand shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


12.04     Successors
and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective parties hereto, the successors and permitted assigns of each Purchaser and the successors of the Company, whether
so expressed or not. None of the parties hereto may assign its rights or obligations hereof without the prior written consent of
the Company, except that a Purchaser may, without the prior consent of the Company, assign its rights to purchase the Securities
hereunder to any of its Affiliates (provided each such Affiliate agrees to be bound by the terms of this Agreement and makes the
same representations and warranties set forth in Section 4 hereof). This Agreement shall not inure to the
benefit of or be enforceable by any other person.


 


12.05     Headings.
The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute
a part of this Agreement.


 


12.06     Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
regard to its conflict of law principles. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state
court located in the City of New York and State of New York, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been
brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.


 


12.07     Survival.
The representations and warranties of the Company and the Purchasers contained in Sections 4 and 5,
and the agreements and covenants set forth in Sections 6, 8 and 12 shall survive
each Closing in accordance with their respective terms. Each Purchaser shall be responsible only for its own representations, warranties,
agreements and covenants hereunder.


 






     


     


    

 


12.08     Counterparts;
Effectiveness. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,
with the same effect as if all parties had signed the same document. All such counterparts (including counterparts delivered by
facsimile or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the
same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by
all of the other parties hereto.


 


12.09        Entire
Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof
and, except as set forth below, this agreement supersedes and replaces all other prior agreements, written or oral, among the parties
hereto with respect to the subject matter hereof. Notwithstanding the foregoing or anything to the contrary in this Agreement,
this Agreement shall not supersede any confidentiality or other non-disclosure agreements that may be in place between
the Company and any Purchaser.


 


12.10     Severability.
If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties
hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision shall, to the maximum
extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, shall be enforced as any other
provision hereof, all the other provisions hereof continuing in full force and effect.


 


[Signature page
follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the Effective Date.


 


 


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






 


[Signature page
to Securities Purchase Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Securities Purchase Agreement to be duly executed as of the Effective Date.


 


	 	PILLAR PARTNERS FOUNDATION, L.P.
	 	 
	 	 
	 	By: 	/s/ Abude Umari
	 	Name:
       Abude Umari
	 	Title: Director
	 	 
	 	 
	 	PILLAR Pharmaceuticals 6, L.P.
	 	 
	 	 
	 	By: 	/s/ Youssef El-Zein
	 	Name:    Youssef El-Zein
	 	Title: Director
	 	 
	 	 
	 	PILLAR Pharmaceuticals 7, L.P.
	 	 
	 	 
	 	By: 	/s/ Youssef El-Zein
	 	Name:    Youssef El-Zein
	 	Title: Director



 


[Signature page
to Securities Purchase Agreement]


 






     


     


    

 


Schedule A


 


The Purchasers


 


	Pillar Partners Foundation, L.P.	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.
	 	 
	Pillar Pharmaceuticals 6, L.P.	Pillar Pharmaceuticals 6, 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.
	 	 
	Pillar Pharmaceuticals 7, L.P.	Pillar Pharmaceuticals 7, 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.