CONFIDENTIAL COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and MERCK KGaACollaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
This Collaboration and Commercial License Agreement, effective as of June 23, 2014 (“Effective Date”), is by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (“Mersana”) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (“Merck”). Mersana and Merck may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
ContractWarrant Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
MERSANA THERAPEUTICS, INC. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
CONFIDENTIAL DEVELOPMENT COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and MILLENNIUM PHARMACEUTICALS, INC. dated January 29, 2016Development Collaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Development Collaboration and Commercial License Agreement is entered into as of the 29th day of January, 2016 by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as “Mersana”) and Millennium Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 (hereinafter referred to as “Licensee”).
INDENTURE OF LEASE by and between RIVERTECH ASSOCIATES II, LLC (“LESSOR”) and MERSANA THERAPEUTICS, INC. (“LESSEE”)Commercial Lease • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Agreement entered into this 24th day of February, 2009 in consideration of the covenants and other benefits herein contained, the receipt and sufficiency of said consideration being hereby acknowledged.
AGREEMENT REGARDING LICR TECHNOLOGYAgreement Regarding Licr Technology • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement Regarding LICR Technology (“Agreement”), effective as of July 9, 2015, is by and between Ludwig Institute for Cancer Research, a Swiss not-for-profit entity with a principal office at Stadelhoferstrasse 22, 8001 Zurich, Switzerland (“LICR”), Recepta Biopharma S.A., a Brazilian corporation with a principal office at Rua Tabapuã, 1123 conj 36, Itaim Bibi, São Paulo, SP, CEP 04533 - 014, Brazil (“Recepta”) and Mersana Therapeutics, Inc., a Delaware corporation with a principal office at 840 Memorial Drive, Cambridge, MA 02139 (“Mersana”). LICR, Recepta and Mersana are collectively referred to herein as the “Parties” and each individually as a “Party”.
CONFIDENTIAL FIRST AMENDMENT TO AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENTResearch Collaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (the “First Amendment”) to Amended and Restated Research Collaboration and Commercial License Agreement, as amended, made as of this [09] day of March, 2017 (the “First Amendment Effective Date”), is by and between
CONFIDENTIAL AMENDMENT 3 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENTCollaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
This Amendment 3 to Collaboration and Commercial License Agreement (“Amendment 3”) is entered into as of the 28th day of February, 2017 (the “Amendment 3 Effective Date”) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as “Mersana”) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as “Merck,” and together with Mersana, the “Parties”). This Amendment 3 amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 (“Amendment 1”) and on August 12, 2016 (“Amendment 2”) (together the “Original Agreement,” and together with this Amendment 3, the “Agreement”). Capitalized terms used but not defined in this Amendment 3 will have the definition set forth in the Original A
AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and MILLENNIUM PHARMACEUTICALS, INC. dated January 29, 2016Research Collaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENT is entered into as of the 29th day of January, 2016 (the “Amendment Effective Date”) by and between:
CONFIDENTIAL LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between MERSANA THERAPEUTICS, INC. and RECEPTA BIOPHARMA S.A.License, Development and Commercialization Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York
This License, Development and Commercialization Agreement (“Agreement”), effective as of July 9, 2015 (“Effective Date”), is by and between Mersana Therapeutics, Inc. (“Mersana”), with offices at 840 Memorial Dr., Cambridge, MA 02139, USA and Recepta Biopharma, S.A. (“Recepta”), with offices at Rua Tabapuã, 1123 conj 36, Itaim Bibi, São Paulo, SP, CEP 04533 - 014, Brazil. Mersana and Recepta may be referred to in this Agreement individually as a “Party” or together as the “Parties.”
CONFIDENTIAL AMENDMENT NUMBER ONE to the COLLABORATION AGREEMENTCollaboration Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NUMBER ONE (this “Amendment”), dated February 21, 2013, amends the COLLABORATION AGREEMENT (the “Agreement”) is made as of July 25, 2012 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and MERSANA THERAPEUTICS, INC., a Delaware corporation having an address at 840 Memorial Drive, Cambridge, MA 02139 (“Mersana”).
CONFIDENTIAL AMENDMENT 1 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENTCollaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
This Amendment 1 to Collaboration and Commercial License Agreement (“Amendment”) is entered into as of the 1st day of June, 2016 (the “Amendment Effective Date”) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as “Mersana”) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as “Merck,” and together with Mersana, the “Parties”). This Amendment amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014 (the “Original Agreement,” and together with this Amendment, the “Agreement”). Capitalized terms used but not defined in this Amendment will have the definition set forth in the Original Agreement.
MERSANA THERAPEUTICS, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
CONFIDENTIAL AMENDMENT NUMBER ONE to the COLLABORATION AGREEMENTCollaboration Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDMENT NUMBER ONE (this “Amendment”), dated June 17, 2014, is by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and MERSANA THERAPEUTICS, INC., a Delaware corporation having an address at 840 Memorial Drive, Cambridge, MA 02139 (“Mersana”), and this Amendment amends the Collaboration Agreement (the “Agreement”) dated July 25, 2012, by and between Adimab and Mersana. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Agreement.
RIVERSIDE TECHNOLOGY CENTER FIFTH LEASE EXTENSION AND MODIFICATION AGREEMENT TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II LLC AND MERSANA THERAPEUTICS, INC.Lease Extension and Modification Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Fifth Lease Extension and Modification Agreement entered into this 30th day of November, 2015 (the “Fifth Lease Amendment”) by and between Rivertech Associates II LLC, a Massachusetts limited liability company with a principal address c/o The Abbey Group, 575 Boylston Street Boston, Massachusetts 02116, (the “Lessor”); and Mersana Therapeutics, Inc., with a business address at 840 Memorial Drive Cambridge, Massachusetts (the “Lessee”); relative to a certain Lease between Lessor and Lessee dated February 24, 2009, as modified by a certain Lease Extension and Modification Agreement dated July 27, 2010 (the “First Lease Amendment”); as further modified by a Second Lease Extension and Modification Agreement dated May 29, 2012 (the “Second Lease Amendment”); and as further modified by a Third Lease Extension and Modification Agreement dated February 7, 2013 (the “Third Lease Amendment”); as further modified by a Fourth Lease Extension and Modification Agreement dated April 30, 2014 (th
CONFIDENTIAL COLLABORATION AGREEMENT BY AND BETWEEN ADIMAB, LLC AND MERSANA THERAPEUTICS, INC. JULY 25, 2012Collaboration Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS COLLABORATION AGREEMENT (the “Agreement”) is made as of July 25, 2012 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and MERSANA THERAPEUTICS, INc., a Delaware corporation having an address at 840 Memorial Drive, Cambridge, MA 02139 (“Mersana”).
CONFIDENTIAL AMENDMENT 2 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENTCollaboration and Commercial License Agreement • March 17th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
This Amendment 2 to Collaboration and Commercial License Agreement (“Amendment”) is entered into as of the 12th day of August, 2016 (the “Amendment 2 Effective Date”) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as “Mersana”) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as “Merck,” and together with Mersana, the “Parties”). This Amendment amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 (the “Original Agreement,” and together with this Amendment, the “Agreement”). Capitalized terms used but not defined in this Amendment will have the definition set forth in the Original Agreement.
