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As filed with the Securities and Exchange Commission on September 29, 2006
Registration No. 333-_____
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 		  04-3072298
(I.R.S. Employer
Identification No.)
     
345 Vassar Street
Cambridge, Massachusetts
(Address of Principal Executive Offices) 		  02139
(Zip Code)
2005 Stock Incentive Plan
(Full Title of the Plan)
Sudhir Agrawal, D. Phil.
Chief Executive Officer
Idera Pharmaceuticals, Inc.
345 Vassar Street
Cambridge, Massachusetts 02139
(Name and Address of Agent For Service)
(617) 679-5500
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
                                 
                           
Title of Securities   Amount to be     Proposed
Maximum
Offering Price		     Proposed
Maximum
Aggregate		     Amount of
Registration		  
to be Registered   Registered(1)     Per Share     Offering Price     Fee  
Common Stock, $0.001 par value per share (including the associated Preferred Stock Purchase Rights)
   500,000 shares     $3.43(2)       $1,715,000(2)       $183.51  

(1)   In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s common stock as reported on the American Stock Exchange on September 26, 2006.
 
 

 

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STATEMENT OF INCORPORATION BY REFERENCE
Item 5. Interests of Named Experts and Counsel.
Item 8. Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-5.1 OPINION OF WILMER CUTLER PICKERING HALE AND DORR LLP
EX-23.1 CONSENT OF ERNST AND YOUNG LLP

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STATEMENT OF INCORPORATION BY REFERENCE
     This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 500,000 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 2005 Stock Incentive Plan. This Registration Statement incorporates by reference the contents of the registration statement on form S-8, File No. 333-126664, filed by the Registrant on July 18, 2005, relating to the Registrant’s 2005 Stock Incentive Plan.
     Item 5. Interests of Named Experts and Counsel.
     Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.
     Item 8. Exhibits.
     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on September 21, 2006.
         
  Idera Pharmaceuticals, Inc.
 		  
  By:   /s/ Sudhir Agrawal    
    Sudhir Agrawal, D. Phil.   
    Chief Executive Officer   
 
POWER OF ATTORNEY AND SIGNATURES
     We, the undersigned officers and directors of Idera Pharmaceuticals, Inc., hereby severally constitute and appoint Sudhir Agrawal, Robert W. Karr and Robert G. Andersen and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Idera Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
   
 
    
/s/ James B. Wyngaarden
 
James B. Wyngaarden, M.D.		   Chairman of the Board of Directors

   September 21, 2006
/s/ Sudhir Agrawal
 
Sudhir Agrawal, D. Phil		   Chief Executive Officer, Chief Scientific Officer and Director (Principal Executive Officer)   September 21, 2006
/s/ Robert W. Karr
 
Robert W. Karr, M.D.		   President and Director

   September 21, 2006
/s/ Robert G. Andersen
 
Robert G. Andersen		   Chief Financial Officer, Vice President of Operations, Treasurer and Secretary (Principal Financial and Accounting Officer)   September 21, 2006
/s/ Youssef El-Zein
 
Youssef El-Zein		   Director

   September 21, 2006

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Signature   Title   Date
         
/s/ C. Keith Hartley
 
C. Keith Hartley		   Director

   September 21, 2006
/s/ William S. Reardon
 
William S. Reardon		   Director

   September 21, 2006
/s/ Alison Taunton-Rigby
 
Alison Taunton-Rigby, Ph.D.		   Director

   September 21, 2006

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INDEX TO EXHIBITS
     
EXHIBIT
NUMBER		   DESCRIPTION
 
4.1 (1)
  Restated Certificate of Incorporation of the Registrant, as amended.
 
    
4.2 (2)
  Amended and Restated By-laws of the Registrant.
 
    
4.3 (3)
  Rights Agreement dated December 10, 2001 between the Registrant and Mellon Investor Services LLC, as rights agent.
 
    
4.4 (4)
  Amendment No. 1 to Rights Agreement dated as of August 27, 2003 between the Registrant and Mellon Investor Services LLC.
 
    
4.5 (5)
  Amendment No. 2 to Rights Agreement dated as of March 24, 2006 between the Registrant and Mellon Investor Services LLC.
 
    
5.1      
  Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
 
    
23.1      
  Consent of Ernst & Young LLP.
 
    
23.2      
  Consent of Wilmer Cutler Pickering Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
 
    
24.1      
  Power of Attorney (See signature page of this Registration Statement).

(1)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2006 (File No. 001-31918) and incorporated herein by reference.
 
(2)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-1, dated November 6, 1995, as amended (File No. 33-99024) and incorporated herein by reference.
 
(3)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-2, dated October 10, 2003 (File No. 333-109630) and incorporated herein by reference.
 
(4)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K, dated August 29, 2003 (File No. 000-27352) and incorporated herein by reference.
 
(5)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K, dated March 29, 2006 (File No. 001-31918) and incorporated herein by reference.