Exhibit 10.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
June 23, 2006
The undersigned parties to the Registration Rights Agreement, dated as of
March 24, 2006, by and between Idera Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and the parties named therein (the "Registration
Rights Agreement"), do hereby consent to this Amendment No. 1 to the
Registration Rights Agreement (this "Amendment") and agree as follows:
1. That Section 2(b) of the Registration Rights Agreement be deleted in its
entirety and the following be substituted therefor:
"(b) The Company shall use its best efforts to prepare and file with the
Commission on or prior to August 14, 2006 a Registration Statement (the
"Pre-Issuance Registration Statement") covering the resale of the maximum
number of shares of Common Stock that may be issued to the Investor
pursuant to Section 3 of the Purchase Agreement as of the filing of such
Pre-Issuance Registration Statement. The Company shall use its best
efforts to have the Pre-Issuance Registration Statement declared
effective by the Commission within 90 days after the date the
Pre-Issuance Registration Statement is filed or as soon as possible
thereafter."
2. That Section 2(c) of the Registration Rights Agreement be deleted in its
entirety and the following be substituted therefor:
"(c) In the event that any shares of Common Stock are issued to the
Investor pursuant to Section 3 of the Purchase Agreement prior to the
date the Pre-Issuance Registration Statement is filed by the Company with
the Commission (the "Unregistered Shares"), the Company shall use its
best efforts to prepare and file with the Commission within 7 days of the
date such Unregistered Shares are issued by the Company a Registration
Statement (an "Additional Registration Statement") covering the resale of
such Unregistered Shares. The Company shall use its best efforts to have
an Additional Registration Statement declared effective by the Commission
within 90 days after the date such Additional Registration Statement is
filed or as soon as possible thereafter.
3. This Amendment may be executed in identical counterparts, each of which
shall be deemed an original but all of which shall constitute one and the
same agreement. This Amendment, once executed by a party, may be
delivered by facsimile transmission of a copy of this Amendment bearing
the signature of the party so delivering this Amendment.
4. Except as expressly modified by or pursuant to this Amendment, the
Registration Rights Agreement shall remain in full force and effect
without any other change or modification.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Registration Rights Agreement to be duly executed as of the day and year first
above written.
COMPANY:
IDERA PHARMACEUTICALS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
INVESTOR:
BIOTECH SHARES LTD.
By: /s/ Oussama Salam
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Name: Oussama Salam
Title: Director
