Exhibit 10.2

Amendment No. 1

to

Exclusive License and Research Collaboration Agreement

by and between

Merck Sharp & Dohme Corp.and

Idera Pharmaceuticals, Inc.

This Amendment (“Amendment No. 1”) effective as of date or last signature (“Amendment No. 1 Effective Date”) confirms the mutual understanding between Merck Sharp & Dohme Corp. (“Merck”), and Idera Pharmaceuticals, Inc. (“Idera”) to amend certain terms and conditions of the Exclusive License and Research Collaboration Agreement between the Parties dated December 8, 2006, as modified by those certain letter agreements dated November 3, 2008, November 13, 2009, December 8, 2011, January 3, 2012, and January 6, 2012 (collectively, the “Agreement”).

WHEREAS, Idera desires the right to create, research, develop, manufacture and commercialize IMO compounds that are not Selected Collaboration Compounds or Non-Selected Collaboration Compounds (as specified in that certain letter dated January 6, 2012, which is attached to this Amendment No. 1 as Attachment A) for use in the Fields;

WHEREAS, Merck desires to grant such rights to Idera, while Merck shall retain all the license rights granted in the Agreement as such rights pertain to Selected Collaboration Compounds or Non-Selected Collaboration Compounds for use in the Fields;

WHEREAS, the Parties desire to make certain other modifications to the terms and conditions of the Agreement as appropriate to the granting of the rights above; and

WHEREAS, the Parties agree to be bound by the terms and conditions of the Agreement, as amended herein.

NOW, THEREFORE, in consideration of the above, the Parties hereby agree to amend the Agreement as of the Amendment No. 1 Effective Date as follows:

“Serious” as used in this Section 3.7 refers to an experience which results in death, is immediately life threatening, results in persistent and significant disability/incapacity or requires in-patient hospitalization, or prolongation of existing hospitalization, or is a congenital anomaly, cancer or an overdose. Other important medical events that may jeopardize the patient or may require intervention to prevent one of the outcomes previously listed should also be considered serious. “Unexpected” as used in this Section 3.7 refers to a condition or development not listed in the current labeling for IMO-2055 or IMO-2125, and includes an event that may be symptomatically and pathophysiologically related to an event listed in the labeling, but differs from the event because of increased frequency or greater severity or specificity.

It is understood and agreed that these adverse experience reporting requirement provisions are based on the policies and procedures of Merck and Idera and regulatory reporting requirements. Accordingly, in the event of changes to regulatory requirements for adverse experience reporting, Idera and Merck each agrees to comply with such revised notification requirements.

As soon as practicable before the start of any Clinical Trials involving IMO-2055 or IMO-2125, the Parties shall enter into a separate and more detailed agreement concerning adverse experience exchange and reporting.

Idera shall promptly notify Merck of each Third Party license granted by Idera under which Idera is entitled to payments that may result in the accrual of credits by Merck pursuant to Section 5.9. Idera shall furnish to Merck a quarterly written report showing all payments received by Idera under such Third Party license agreements giving rise to credits pursuant to Section 5.9 during the prior Calendar Quarter. Reports shall be due on the [**] day following the close of each Calendar Quarter. Idera shall keep complete and accurate records in sufficient detail to enable the credit accruals hereunder to be determined.

Except as provided in Section 7.1(e) or Section 7.2(b), the filing Party shall be responsible for payment of all costs and expenses related to all filings hereunder.

Idera Patent Rights that claim or cover Selected Collaboration Compounds are listed in Attachment B attached to this Amendment No. 1. For any Idera Patent Rights listed on Attachment B for which Merck is identified as having responsibility for any reimbursement of patent costs and expenses, the Parties shall mutually agree, on a country-by-country basis, on the continued maintenance and prosecution of such Idera Patent Rights and the country validations for granted EP patents in the Idera Patent Rights. To the extent that such Idera Patent Rights continue to claim or cover Selected Collaboration Compounds, (i) Merck shall reimburse Idera for the expenses incurred after the Amendment No. 1 Effective Date in prosecuting and maintaining the Idera Patent Rights listed on Attachment B as to which Merck is identified as the Party responsible for prosecution costs in Attachment B; and (ii) Merck shall reimburse Idera for fifty percent (50%) of the expenses incurred after the Amendment No. 1 Effective Date in maintaining the Idera Patent Rights listed on Attachment B as to which Attachment B specifies that the Parties will share in such prosecution costs; provided, however, that in the case of clause (i) above, at any time after the Amendment No. 1 Effective Date, in the event Idera licenses to any Third Party the rights to practice (except as to Selected Collaboration Compounds) under the Idera Patent Rights listed on Attachment B for which Merck is identified as having responsibility for any reimbursement of patent costs and expenses, then Merck shall reimburse Idera for fifty percent (50%) of the expenses incurred after the effective date of the first such Third Party license in maintaining such Idera Patent Rights that Idera licenses to any Third Party after the Amendment No. 1 Effective Date. Such reimbursement obligations shall also extend to continuing patent applications of, and patents issuing from, the Idera Patent Rights listed on Attachment B that continue to claim or cover Selected Collaboration Compounds, to the same extent that Merck’s reimbursement obligations apply to the Idera Patent Rights listed on Attachment B that continue to claim or cover Selected Collaboration Compounds. For reimbursement of patent costs and expenses hereunder, Idera shall provide an invoice and supporting documentation to Merck at the end of the applicable Calendar Quarter.

The terms of this Amendment No. 1 shall be binding upon any Third Party assignee or acquirer of Idera in the event of an assignment by Idera of the Agreement to a Third Party or upon Change of Control of Idera, in either case as if such Third Party were Idera.

All capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Agreement.

It is the intent of the Parties that the terms of this Amendment No. 1 be read and interpreted as being additive to and in harmony with and, except as expressly set out herein, not as replacing or contradicting the terms and conditions of the Agreement. All other terms and conditions to the Agreement remain unchanged and in full force and effect except to the extent superseded by the terms and conditions of this Amendment No. 1.

The Agreement, as modified by this Amendment No. 1, contains the entire understanding of the Parties with respect to the subject matter.

This Amendment No. 1 may be executed in one or more counterparts, each of which shall be an original, and all of which taken together shall constitute a single instrument. After facsimile or electronic transmission, the Parties agree to execute and exchange documents with original signatures.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed by their duly authorized representatives.

Attachment A

[letter dated January 6, 2012 attached below]

Alliance Management				Merck WS1AB-30 One Merck Drive Whitehouse Station, NJ 08889 merck.com
January 6, 2012 Idera Pharmaceuticals, Inc. Attn: Sudhir Agrawal, D. Phil. Chief Executive Officer and President

167 Sidney Street

Cambridge, MA 02139

Via UPS and Facsimile

Dear Sudhir:

In a letter dated January 3, 2012, Merck and Idera mutually agreed to revise Section 2.8.3 of the Agreement to allow Merck to select [**] Selected Collaboration Compounds targeting TLR9 and [**] Selected Collaboration Compounds targeted to TLR 7 and/or TLR 8. Therefore, pursuant to Section 2.8.3, the attached Schedule 1 designates Selected Collaboration Compounds. Please note that selection of IMO-2055 was previously designated in a letter dated July 20, 2007, it is included on Schedule 1 for completeness.

In addition, pursuant to Section 2.8.4, the attached Schedule 2 designates Non-Selected Collaboration Compounds.

We look forward to continuation of our collaboration.

Schedule 1

Selected Collaboration Compounds

TLR 9

[**]

TLR 7 and/or TLR 8

[**]

Schedule 2

Non-Selected Collaboration Compounds

[**]

Attachment B

SELECTED COLLABORATION COMPOUNDS

TLR9 AGONISTS

TLR7 and/or TLR8 AGONISTS