IDERA PHARMACEUTICALS, INC. Non-Employee Director Nonstatutory Stock Option Agreement Granted Under 2008 Stock Incentive Plan

Exhibit 10.4

IDERA PHARMACEUTICALS, INC.

Non-Employee Director
Nonstatutory Stock Option Agreement
Granted Under 2008 Stock Incentive Plan

1.

Grant of Option .

     This agreement evidences the grant by Idera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on            , 200[ ] (the “Grant Date”) to [                 ], a director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2008 Stock Incentive Plan (the “Plan”), a total of [                      ] shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”) at $[                      ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [                      ] (the “Final Exercise Date”).

     It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2.

Vesting Schedule .

     This option will become exercisable (“vest”) as to                                                                 . Notwithstanding the foregoing, this option shall immediately become exercisable in full in the event a Reorganization Event (as defined in the Plan) occurs.

     The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

3.

Exercise of Option.

     (a)  Form of Exercise . Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

     (b)  Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, a director [, officer or employee] of, [or consultant or advisor to], the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).