Amendment No. 1 to Executive Transition and Separation Agreement, by and among Daniel Soland and Aceragen, Inc., dated February 10, 2023

Exhibit 10.39

AMENDMENT NO. 1 TO

EXECUTIVE TRANSITION AND SEPARATION AGREEMENT

This Amendment No. 1 to Executive Transition and Separation Agreement (this “Agreement”), is entered into as of the date set forth on the signature page below (the “Execution Date”), by and between Daniel Soland (“You”) and Aceragen, Inc. (formerly known as Idera Pharmaceuticals, Inc.), a Delaware corporation (together with its wholly owned subsidiaries and affiliates, the “Company”). You and the Company are collectively referred to as the “Parties” throughout this Agreement.

BACKGROUND

WHEREAS, You and the Company are parties to that certain Executive Transition and Separation Agreement dated September 28, 2022 (the “Executive Services Agreement”) which set forth the terms and conditions of the termination of your employment with the Company, including the severance payable to you following the Termination Date and the Approval, each as defined in the Executive Services Agreement;

WHEREAS, pursuant to Section 2(b) of the Executive Services Agreement, You agreed to provide certain advisory and transition services to the Company from the Termination Date, as defined in the Executive Services Agreement, through the thirtieth (30th) day following the Approval, as defined in the Executive Services Agreement (the “Advisory Services Agreement”);

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WHEREAS, Section 3(iii) of the Executive Services Agreement provides for severance payable following the Approval in the form of fully vested shares of common stock of the Company (“Common Stock”) equal to a number of shares, calculated by dividing $500,000 by the volume-weighted average price per share of Common Stock based on the twenty (20) trading days prior to the date of grant, rounded down to the nearest full share (the “Stock Consideration”) and the Stock Consideration was to be granted as soon as practicable, but in no event more than thirty (30) days, following the Approval; and

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WHEREAS, the Parties desire to amend the Executive Services Agreement and the Advisory Services Agreement set forth therein, in certain respects as described herein.

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NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement and of other good and valuable consideration, the sufficiency of which you acknowledge, and intending to be legally bound hereby, you and the Company agree as follows:

1.            Amendments.

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“In entering into this Agreement, you agree to the Advisory Services Agreement set forth herein and agree to provide certain advisory and transition services to the Company on an as needed basis as requested by the Company from time to time from the Termination Date through June 30, 2023 (the “Services”). You will perform the Services in a professional manner, consistent with industry standards and in compliance with all applicable laws and regulations. In all respects, you will be providing the Services as an independent contractor, not an employee. You will not hold yourself out as an employee, partner, co-venturer, agent or representative of the Company. You may not make any promise or representation, or execute any contract, for the Company.”

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“You will receive fully vested shares of common stock of the Company (“Common Stock”) equal to a number of shares, calculated by dividing $500,000 by the volume-weighted average price per share of Common Stock based on the twenty (20) trading days prior to the date of grant, rounded down to the nearest full share (the “Stock Consideration”). The Stock Consideration will be granted as soon

as practicable following the date  the Company consummates an equity financing pursuant to which it sells shares of Common Stock in exchange for the payment of the purchase price of such stock in cash which results in net proceeds of at least five million dollars ($5,000,000) (the “Equity Financing Date”), but in no event later than the earlier of (i) thirty (30) days following the Equity Financing Date and (ii) June 30, 2023.

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2.          Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

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3.          Counterparts. This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same documents. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument.

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4.          Executive Services Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Executive Services Agreement shall remain in full force and effect. As amended hereby, the Executive Services Agreement is ratified and confirmed in all respects.

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[Signature page follows]

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IN WITNESS WHEREOF, and intending to be legally bound hereby, you and the Company hereby execute the foregoing Amendment No. 1 to Executive Transition and Separation Agreement as of the Execution Date set forth below.

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[Signature Page to Agreement]