Filed Pursuant to Rule 424(b)(3)
File No. 333-133455
IDERA PHARMACEUTICALS, INC.
Prospectus Supplement No. 1 dated December 6, 2006
to the Prospectus Dated May 5, 2006
The information in this prospectus supplement concerning the selling stockholders supplements
the statements set forth under the caption Selling Stockholders in the prospectus. This
prospectus supplement should be read in conjunction with the prospectus, which is required to be
delivered with this prospectus supplement.
Investing in our common stock involves a high degree of risk. See Risk Factors beginning on
page 2 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
Selling Stockholders
On April 25, 2006, Baker Biotech Fund II, L.P., Baker Biotech Fund II (Z), L.P., Baker Biotech
Fund III, L.P., and Baker Biotech Fund III (Z), L.P. agreed to a plan of merger to form Baker
Brothers Life Sciences, L.P. In connection with the merger, Baker Biotech Fund II, L.P., Baker
Biotech Fund II (Z), L.P., Baker Biotech Fund III, L.P., and Baker Biotech Fund III (Z), L.P.
transferred, in the aggregate, 1,396,986 shares of our common stock and warrants to purchase
1,047,740 shares of our common stock to Baker Brothers Life Sciences, L.P. The table below sets
forth, to our knowledge, the beneficial ownership of the selling stockholders as of September 30,
2006. This information updates and supercedes the information contained under the heading Selling
Stockholders in the prospectus dated May 5, 2006 and reflects a one-for-eight reverse stock split
of our issued and outstanding common stock that we effected on June 29, 2006.
We do not know when or in what amounts a selling stockholder may offer shares for sale. The
selling stockholders may not sell any or all of the shares offered by the prospectus, as
supplemented by this prospectus supplement. Because the selling stockholders may offer all or some
of the shares pursuant to this offering, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares, we cannot estimate
the number of shares that will be held by the selling stockholders after completion of this
offering. For purposes of this table, however, we have assumed that, after completion of the
offering, none of the shares covered by the prospectus, as supplemented by this prospectus
supplement, will be held by the selling stockholders.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange
Commission, and includes voting or investment power with respect to shares. Shares of common stock
issuable upon exercise of warrants that are exercisable within 60 days after September 30, 2006 are
deemed outstanding for computing the percentage ownership of the person holding the warrants but
are not deemed outstanding for computing the percentage ownership of any other person. Unless
otherwise indicated below, to our knowledge, all persons named in the table have sole voting and
investment power with respect to the shares of common stock beneficially owned by them, except to
the extent authority is shared by spouses under applicable law. The inclusion of any shares in this
table does not constitute an admission of beneficial ownership for the person named below.
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Shares of Common Stock |
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Shares of Common Stock to be |
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Beneficially Owned Prior to |
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Number of Shares |
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Beneficially Owned After |
Name of Selling Stockholder |
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Offering |
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of Common Stock |
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Offering |
(1) |
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Number |
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Percentage |
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Being Offered |
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Number |
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Percentage |
Baker Bros. Investments, L.P. |
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123,112 |
(2) |
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* |
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123,112 |
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Baker Bros. Investments II, L.P. |
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111,258 |
(3) |
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* |
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111,258 |
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Baker Biotech Fund I, L.P. |
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1,222,919 |
(4) |
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6.8 |
% |
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1,222,919 |
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Baker Brothers Life Sciences, L.P. |
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2,444,726 |
(5) |
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13.2 |
% |
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2,444,726 |
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14159, L.P. |
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75,253 |
(6) |
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* |
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75,253 |
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Tang Capital Partners, L.P. |
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491,448 |
(7) |
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2.8 |
% |
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491,448 |
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Finsbury Emerging Biotechnology Trust
plc |
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248,579 |
(8) |
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1.4 |
% |
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248,579 |
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* |
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Less than one percent. |
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(1) |
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The term selling stockholders includes donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this prospectus supplement from a
selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. |
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(2) |
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Includes 52,762 shares of common stock issuable upon the exercise of warrants held by Baker
Bros. Investments, L.P. |
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(3) |
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Includes 47,682 shares of common stock issuable upon the exercise of warrants held by Baker
Bros. Investments II, L.P. |
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(4) |
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Includes 524,108 shares of common stock issuable upon the exercise of warrants held by Baker
Biotech Fund I, L.P. |
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(5) |
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Includes 1,047,740 shares of common stock issuable upon the exercise of warrants held by Baker
Brothers Life Sciences, L.P. |
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(6) |
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Includes 32,251 shares of common stock issuable upon the exercise of warrants held by 14159,
L.P. |