Scientific Advisor Agreement effective June 1, 2017 by and between Idera Pharmaceuticals, Inc. and Sudhir Agrawal

SCIENTIFIC ADVISOR AGREEMENT

THIS SCIENTIFIC ADVISOR AGREEMENT (the “Agreement”) is made and entered into this 1st day of June 2017 (the “Effective Date”) by and between Idera Pharmaceuticals, Inc., having a place of business at 167 Sidney Street, Cambridge, Massachusetts 02139, USA (hereinafter referred to as “Idera”) and Sudhir Agrawal, of Shrewsbury, Massachusetts (hereinafter referred to as the “Advisor”).  Idera and Advisor may be referred to herein individually as a “Party” and collectively as the “Parties.”

BACKGROUND

WHEREAS, Idera wishes to engage the Advisor to provide the Services described herein and Advisor agrees to provide the Services for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, Idera and the Advisor, intending to be legally bound, agree to the terms set forth below.

Commencing as of the Effective Date, and ending on the date that is six (6) calendar months thereafter  (the “Term”), Advisor agrees that he will serve as an Advisor to Idera.  This Agreement may be renewed or extended for any period as may be agreed in writing by the Parties.

Subject to the provisions hereof, Idera shall pay Advisor the following:

Idera Pharmaceuticals, Inc.

Attn: Accounts Payable

167 Sidney Street

Cambridge, MA  02139

Fax: 617 ###-###-####

e-mail: ***@***

The Consulting Fee shall be paid within thirty (30) days after Idera’s receipt of the invoice/report.

Advisor agrees that all Services will be rendered by Advisor as independent contractor and that this Agreement does not create an employer-employee relationship between Advisor and Idera. Unless otherwise provided for in a separate agreement, Advisor shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave, and/or vacation time. Advisor agrees to pay all taxes including, self-employment taxes due in respect of the Consulting Fee and to indemnify Idera in the event Idera is required to pay any such taxes on behalf of Advisor.

In addition to any similar obligations Advisor may have under a separate agreement, during the Term and for a period of one (1) year thereafter, Advisor will not, directly or indirectly:

Notwithstanding the foregoing, the term “Confidential Information” shall not include any information that: (a) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Advisor; (b) can be demonstrated in writing to have been rightfully in the possession of Advisor prior to the disclosure of such information to Advisor by Idera; (c) lawfully becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Advisor; or (d) is supplied to Advisor by a third party without binder of secrecy, so long as that such third party has no obligation to Idera or any of its affiliated companies to maintain such information in confidence.

Confidential Information may be disclosed to the extent that it is required by any law, regulation, or order of court to be disclosed, and to the extent otherwise provided by Section 7(d) below. Except as otherwise provided by Section 7(d) below, prior to disclosing proprietary or Confidential Information of Idera, Advisor agrees that he will provide Idera with prompt written notice of such request or requirement prior to such disclosure so that Idera may seek a protective order or other appropriate remedy.  If such protective order or other remedy is not obtained or Idera grants a written waiver hereunder, the Advisor may furnish only that limited portion of the Confidential Information which the Advisor is legally compelled to disclose or else stand liable for contempt or suffer other material censure or penalty; provided, however, that the Advisor shall use his best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

Advisor agrees that any breach of Sections 6 and 7 above by it would cause irreparable damage to Idera and that, in the event of such breach, Idera shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Advisor’s obligations hereunder.

Any waiver by Idera of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof.  All waivers by Idera shall be in writing.

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal, and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.

Idera shall have the right to assign its rights and obligations under this Agreement to a party which assumes Idera' obligations hereunder.  Advisor shall not have the right to assign its rights or obligations under this Agreement without the prior written consent of Idera, which consent may be withheld.  This Agreement shall be binding upon and inure to the benefit of Advisor’s successors, permitted assigns and, in the case where Advisor is an individual, heirs and legal representatives in the event of his/her death or disability.

Advisor shall not use the name of Idera for any purpose without obtaining Idera’s prior written approval thereof; provided, however, that nothing herein shall preclude Advisor from identifying on his curricula vitae and to any third parties, including on social media and to the press, that he was a founder of Idera and that he served Idera in various leadership roles since 1990.  Subject to the restrictions on the use of Advisor’s name as set forth in Section 7(a)(iii) of this Agreement, Idera may use the name of Advisor for activities related to its standard business operations, which may include press releases and other public announcements. 

Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.

This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by the Parties. 

Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the Parties at their addresses specified in the preamble to this Agreement or to such other addresses of which a Party shall have notified the others in accordance with the provisions of this Section 14.

This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

This Agreement shall be construed in accordance with and governed for all purposes by the laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws provisions.

The provisions of Sections 6, 7, 8, 9, 10, 15, 17 and 18 of this Agreement shall survive the expiration of the Term or the termination of this Agreement. This Agreement supersedes all prior agreements, written or oral, between Idera and Advisor relating to the subject matter of this Agreement.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Exhibit A

Sample Invoice/Report

ADVISOR NAME

123 Street Name

Town name, STATE ZIP

Date: ______________

Attn: Accounts Payable

Idera Pharmaceuticals, Inc.

167 Sidney Street

Cambridge, MA 02139

Fax: 617 ###-###-####

Dear Accounts Payable Representative,

In accordance with our Consulting Services Agreement with Idera, dated 24 June 2014, the following summarizes services performed for the monthly invoice period of ______________ to ________________:

In accordance with the Consulting Services Agreement, please remit the monthly payment of $____________ within thirty (30) days.

Regards,

Exhibit B

Idera Pharmaceuticals, Inc. Travel Policy (POLICY NO. 217)

PURPOSE: To establish guidelines for Company travel and entertainment and to ensure travel is consistent with Idera’s business objectives.

SCOPE:All Idera employees, directors and Advisors (“Employees”).

POLICY:Idera will reimburse Employees who travel on approved Company business for all necessary reasonable business expenses. However, in no event will reimbursement exceed actual expenses.  Neither luxury, nor sub-standard modes of transportation and accommodations should be used.

PROCEDURE FOR TRAVEL:

Employees are expected to pay for their travel with personal credit cards or cash.  Employees are expected to pay their own credit card bill and any late fees or finance charges are the responsibility of the Employee. Any credit card rewards from use of the card belong to the Employee.

PROCEDURE FOR REIMBURSEMENT:

LODGING:

Employees are permitted to reserve hotel rooms for out of town travel.  Neither luxury, nor sub-standard accommodations should be used.  Employees will only be reimbursed for standard hotel rooms.  No upgrades to suites are permitted. Saturday night stays are permitted, but not required, if the stay results in airfare savings in excess of the extra night(s) stay and meals. Where appropriate, Employees are expected to book their accommodations using conference hotels and discounts.  It is the Employee’s responsibility to cancel reservations not expected to be utilized. The Company will not reimburse no-show fees.

AIRFARE:

Air travel will be via the most direct and economical means.  Employees are expected to book their airfare as far in advance as possible – at least seven (7) days in most instances. Use of "Non-Refundable" airfare is recommended. (In most cases, if the travel must change or the trip is canceled all together, the funds can be used as a credit toward future travel, less a service charge imposed by the airline. Employees must include this credit on their next travel and expense report that includes air travel.)  Employees may fly business class on international flights where in-flight time exceeds six hours in duration.  Benefits from frequent flier memberships are considered to belong to the Employee. The Company does not reimburse any fees or dues associated with such memberships.

PERSONAL TRANSPORTATION/MILEAGE:

Employees with a valid driver’s license may submit expenses for the use of their personal car while on business.  Employees will be reimbursed the standard IRS rate for every mile driven on behalf of the Company that exceeds their normal commuting mileage, defined as from the Employee home to the Company’s facility.  Receipts should be submitted for any parking expenses or tolls. 

RENTAL CARS:

Compact or midsize cars can be rented when having a car is deemed necessary (i.e., taxi cabs are not prevalent or the distance from the airport or hotel to the destination is excessive).  When possible, every effort should be made to return rental cars with the proper fuel level. Receipts should be submitted for gas with the T&E report. Additional liability and physical damage insurance should be waived for cars rented in the United States as the Company’s travel insurance policy covers Company travel via rental cars. Employees renting cars should include the Company’s name somewhere on the rental agreement. Additional liability and physical damage insurance should be purchased from the rental agency for cars rented outside the United States.

TRAIN FARE:

Train travel will be via the most direct and economical means.  Employees are expected to book their train fare as far in advance as possible. Use of "Non-Refundable" train fare is recommended. The Acela express service, where all seats are business class, is permitted for travel between Boston and New York and DC. Employees may use first class train accommodations where on-train time exceeds seven hours in duration.  Benefits from frequent traveler memberships are considered to belong to the Employee. The Company does not reimburse any fees or dues associated with such memberships.

TELEPHONE/FACSIMILES/INTERNET SERVICES:

Reasonable expenses incurred while traveling for telephone, fax, internet, and telegraph for Company business communications are reimbursable.  Where applicable, Employees should use their Company issued cell phones when traveling and not incur extensive calls through their hotel rooms. Necessary business calls made from the Employee’s residence are reimbursable.  A copy of the telephone bill and an explanation of the business purpose should be submitted with your travel and expense report. 

BUSINESS MEALS AND ENTERTAINMENT:

Meals. Individual meals can be purchased while an Employee is traveling for approved business purposes. Individual meals will be reimbursed at the lower of $30 USD per meal or $50 USD per day.

When in the best interest of the Company, meals may be purchased for clients, affiliates, and others with whom the Company has business dealings.  In addition, the government requires detailed record keeping legitimizing the expense.  The items to be documented are:

Reimbursements may include gratuities up to a maximum of 20%.

Entertainment. Entertainment expenses are generally not reimbursed by the Company.  Entertainment expenses are only reimbursable with management prior approval.  Pre-approved entertainment will only be reimbursed where an original receipt is submitted with the T & E report. 

NON-REIMBURSABLE EXPENSES, include but are not limited to the following: