Form 10-Q Mersana Therapeutics, For: Mar 31
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E-mailExhibit 10.1
RIVERSIDE TECHNOLOGY CENTER
EIGHTH LEASE MODIFICATION AGREEMENT
TO THE LEASE BETWEEN
RIVERTECH ASSOCIATES II LLC AND MERSANA THERAPEUTICS, INC.
This Eighth Lease Modification Agreement entered into this 25th day of March, 2021 (the “Eighth Lease Amendment”) by and between Rivertech Associates II LLC, a Massachusetts limited liability company with a principal address c/o The Abbey Group, 177 Huntington Avenue 24th Floor Boston, Massachusetts 02115, (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”); 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 (the “Fourth Lease Amendment”); as further modified by a Fifth Lease Extension and Modification Agreement dated November 30, 2015 (the “Fifth Lease Amendment”); as further modified by a Sixth Lease Extension and Modification Agreement dated January 17, 2018 (the “Sixth Lease Amendment”); and as further modified by a Seventh Lease Extension and Modification Agreement dated March 10, 2020 (the “Seventh Lease Amendment”); all collectively referred to herein as of the date hereof as the “Existing Lease”; for certain office and laboratory space in the building at 840 Memorial Drive Cambridge, Massachusetts as identified in the Existing Lease. The Existing Lease, as modified by this Eighth Lease Amendment, hereafter shall be referred to herein as the “Lease” (as the context so permits).
WHEREAS, the stated Term of the Existing Lease, as applicable to the Existing Leased Premises of 34,324 rentable square feet of space on the second (2nd) and fifth (5th) floors of the Building (along with an accessory acid neutralization room on the 4th floor) as defined in the Seventh Lease Amendment, is set to expire on March 31, 2026 (the “Existing Term”) as called for in the Seventh Lease Amendment; and,
WHEREAS, the Lessee desires to lease separate space in the Building consisting of approximately 10,202 rentable square feet of space on the fifth (5th) floor as shown on the floor plan attached hereto as Exhibit A (defined herein as the “Supplemental Fifth (5th))Floor Expansion Space”), in addition to the current Existing Leased Premises; said Supplemental Fifth (5th) Floor Expansion Space to be leased as of a commencement date of July 1, 2021 (subject to Lessee’s Early Access Rights as set forth in Section 3 hereof) for the term of sixty (60) consecutive calendar months commencing on July 1, 2021 and ending on June 30, 2026 (“Supplemental Term”), on the terms and conditions set forth herein;
THEREFORE, in consideration of One ($1.00) Dollar and the other good and valuable consideration recited herein, effective and irrevocable as of the date hereof, the Lessor and Lessee hereby agree as follows:
1.Lease of the Supplemental Fifth (5th) Floor Expansion Space.
Lessor hereby agrees to lease to the Lessee, and Lessee hereby agrees to lease from the Lessor, the Supplemental Fifth (5th) Floor Expansion Space, for the Supplemental Term, and on the supplemental terms and conditions of this Eighth Lease Amendment subject to and consistent with the applicable terms and conditions of the Existing Lease.
This Lease Extension is to be considered a valid and binding obligation of the parties effective as of the date of execution of this Eighth Lease Amendment by the parties, with the provisions of the Existing Lease (that are not superseded hereby) to continue to govern the Lessee’s use and occupancy of the Existing Leased Premises through its Existing Term (as it may be extended).
Consequently, all Lessee’s Annual Base Rent payments and other Rent payment obligations as to the Existing Leased Premises shall run under the Existing Lease up through March 31, 2026; and all Annual Base Rent and other Rent payment obligations as to the Supplemental Fifth (5th) Floor Expansion Space shall be as set forth in this Eighth Lease Amendment up through June 30, 2026.
Lessee hereby acknowledges it is currently in possession of the Existing Leased Premises and accordingly accepts the same for the extension period in the same “AS/IS” condition without representation or warranty of any kind or nature as of the execution of this Eighth Lease Amendment, and Lessee acknowledges Lessor is under no obligation to make any improvements or modifications to the Existing Leased Premises, in any manner, other than certain elements of HVAC improvements to be performed in the second floor space as part of Lessor’s Work as set forth in the Seventh Lease Amendment. Lessor and Lessee agree and acknowledge that the Lessor’s Second Floor Work Completion Date, as defined in the Seventh Lease Amendment, shall be July 1, 2021, and that Lessor shall be responsible for any maintenance and repair expenses for the Existing Mechanical Systems from the date of this Eighth Lease Amendment. Lessor and Lessee each acknowledge that to the best of each of their respective knowledge, there are no material defaults by either presently existing under the Existing Lease.
2.Lessor’s Delivery Obligations as to the Supplemental Fifth (5th) Floor Expansion Space
The Supplemental Fifth (5th) Floor Expansion Space shall be leased for the Supplemental Term in the same “AS/IS” condition it is in as of the execution of this Eighth Lease Amendment, and Lessee acknowledges Lessor is under no obligation to make any delivery of, or improvements or modifications thereto, in any manner, other than the following:
(a)all existing laboratory benches and case work is represented to be the Lessor’s property and will be delivered for use by Lessee as part of the premises;
(b)provided the existing tenant currently occupying the Supplemental Fifth (5th) Floor Expansion Space surrenders certain items of the furniture and lab equipment
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presently located therein to Lessor, an inventory of which is provided as Exhibit B and as to which Lessor shall use diligent efforts to procure the items to be surrendered and inform Lessee of the same at the earliest practicable time); then Lessor shall deliver such items as are so surrendered, for use by Lessee as part of the premises (however, in the event any items of said furniture and lab equipment is not surrendered by the existing tenant, Lessor shall not be obligated to deliver the same and its non-inclusion shall not affect this Eighth Lease Amendment or Lessee’s obligations to make any payments of Annual Base Rent or any Additional Rent hereunder);
(c)Lessor shall deliver a third party industrial close-out report to Lessee, demonstrating the Supplemental Fifth (5th) Floor Expansion Space is in satisfactory condition for the Lessee’s occupancy and use;
(d)all base Building systems shall be in good working order and condition and suitable for laboratory uses;
(e)the base Building access/egress and common areas shall be ADA compliant; and,
(f)the Supplemental Fifth (5th) Floor Expansion Space shall be ADA compliant, with building code compliant demising walls and common area corridors; and,
(g)the Supplemental Fifth (5th) Floor Expansion Space shall be delivered free of all prior tenants, occupants, and their possessions, and in broom clean condition.
1.Lessee’s Work and Tenant Improvement Allowance
The Lessee shall be solely responsible, at its sole cost and expense, to perform such other specific design and construction work on the Supplemental Fifth (5th) Floor Expansion Space as it desires for its use and occupancy, subject to Lessor’s approval as called for in the Existing Lease (“Lessee’s Work”). The provisions of the Existing Lease with respect to the requirements for Lessee’s permitting, construction, and occupancy, inter alia, shall govern the Lessee’s Work on the Supplemental Fifth (5th) Floor Expansion Space. Lessor shall not charge for any supervisory, management or other fees in the review process for approval of Lessee’s Work, except for the reasonable costs and expenses of any third party engineers or design/construction specialists reasonably necessary to review the same for Lessor given the nature and context of any of Lessee’s intended improvements.
Lessee shall be provided with reasonable early access to the Expansion Space (the “Early Access Rights”) commencing no earlier than May 5, 2021 (the “Early Access Date”), coordinated through the Lessor, for the purpose of performing its own design and construction work prior to the July 1, 2021 commencement of the Supplemental Lease Term, provided: (i) such access and preliminary work does not materially interfere with Lessor’s ability to condition the premises for delivery to Lessee as contemplated in Section 2 above, which shall take precedence in all respects; (ii) Lessee hereby assumes responsibility and liability in all respects for its presence and activities in the Supplemental Fifth (5th) Floor Expansion Space as of its initial entry thereon,
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and for the presence of its contractors, suppliers, consultants, architects, employees and invitees; and conforms with the requirements set forth in the Existing Lease for permitting, construction and occupancy; and (iii) Lessee procures insurance covering all its activities therein i.e. general liability and builder’s risk policies (including as to its fixtures, furnishings and materials), in this interim early access period; (iv) Lessee shall be responsible for all utilities serving the Supplemental Fifth (5th) Floor Expansion Space in this interim early access period.
All Lessee’s Work and work on the Existing Leased Premises shall be presented to Lessor and approved by Lessor by the procedures and under the requirements set forth in the Existing Lease. Lessee’s Work and all subsequent Lessee alterations to the Existing Leased Premises that are performed by Lessee on or affecting the fire, life safety and/or sprinkler systems of the building shall be made in such a manner and under such conditions as to pose no adverse impact or interruption to such fire, life safety, and sprinkler systems, and so as not to delay, impair, or jeopardize the legal occupancy of other tenants in the Building, as determined by Lessor and municipal fire and building inspection officials.
Lessor shall provide the Lessee with an allowance hereunder (the “TI Allowance”) in the amount of Fifty-One Thousand Ten and 00/100 ($ 51,010.00) Dollars, which, in addition to the sum set forth as the like named TI Allowance in the Seventh Lease Amendment (to the extent that sum heretofore has not been previously requisitioned and disbursed to Lessee) is collectively referred to herein as the “Cumulative TI Allowance”. The Cumulative TI Allowance is subject to the following terms and conditions. The Cumulative TI Allowance can be dedicated and applied by Lessee to Lessee’s Work, and other work Lessee chooses to perform in the Existing Leased Premises (the “Existing Premises Work”) as well. This Cumulative TI Allowance, and the requisition process described below, is in lieu of and supersedes the TI Allowance and requisition provisions in the Seventh Lease Amendment. Lessor’s release of any funds from the TI Allowance is predicated on: (x) Lessee’s timely submittal of: (i) descriptions (as to cosmetic work, such as e.g. painting, carpeting, etc.) and/or (ii) plans and specifications for construction and installation of Lessee’s Work, and/or Existing Premises Work; and, (y) approval of those plans and specifications by Lessor (which approval shall be the basis for determination of the release of said TI Allowance funds), such approval not to be unreasonably withheld, conditioned or delayed. When Lessee has incurred actual third party costs toward the Cumulative TI Allowance (inclusive of reasonable third party design, architectural, engineering, project management and construction costs and costs and expenses for furniture, fixtures and equipment and telecommunications, wiring and cabling), Lessee may submit to Lessor (but not later than April 1, 2022 the “TI Requisition Period”), a requisition for payment for allowed Cumulative TI Expenses for which Lessee seeks reimbursement (the “Requisitioned Work”), together with applicable lien waivers executed by Lessee's general contractors (as applicable). Lessor, within thirty (30) days following Lessor’s receipt thereof, absent dispute, shall pay Lessee from the Cumulative TI Allowance for the submitted Requisitioned Work. If any lien is filed against the Building or any part thereof or interest therein arising out of any element of the Requisitioned Work, then Lessor shall have no obligation to disburse any funds from the Cumulative TI Allowance to Lessee (nor shall Lessee be entitled to any reduction in Annual Base Rent as an offset therefor) unless and until said liens are discharged or otherwise disposed of, in addition to and not in lieu of Lessor’s rights and remedies under this contract and at law or in equity.
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2.Annual Base Rent, Additional Rent and other Lease Costs and Expenses
Annual Base Rent under the Lease shall be as set forth below:
A.As to the Existing Leased Premises
Annual Base Rent for the Existing Leased Premises shall be as set forth and payable in the Seventh Lease Amendment through the Term set forth therein.
B.As to the Supplemental Fifth (5th) Floor Expansion Space
Annual Base Rent for the Supplemental Fifth (5th) Floor Expansion Space shall be as set forth and payable in the following Schedule:
Period Annual Monthly
July 1, 2021 – June 30, 2022 $ 938,584.00 $ 78,215.33
July 1, 2022 – June 30, 2023 $ 966,741.52 $ 80,561.79
July 1, 2023 – June 30, 2024 $ 995,743.77 $ 82,978.65
July 1, 2024 – June 30, 2025 $1,025,616.08 $ 85,468.01
July 1, 2025 – June 30, 2026 $1,056,384.56 $ 88,032.05
In all instances under A and B above, Annual Base Rent shall be payable in the corresponding monthly installments as set forth above, due on the first of each month, in advance, and in all other respects shall be subject to the same provisions relating to Annual Base Rent as set forth under the Existing Lease.
C.Additional Rent
In addition to Annual Base Rent, Lessee shall be responsible to pay all Additional Rent (Operating Expenses) under Section 3 of the Existing Lease, and all Additional Rent (Taxes) under Section 4 thereof:
(i) as applied to the Existing Leased Premises, through the Existing Term; and,
(ii) as applied to the Supplemental Fifth (5th) Floor Expansion Space, through the Supplemental Term;
all as invoiced by Lessor.
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As the concept is used in the Lease to compute Additional Rent, Lessee’s allocable pro rata share (“Allocable Percentage”) shall be as follows:
(x) Lessee’s Allocable Percentage for the Existing Leased Premises shall be 26.57% (as set forth in the Fourth Amendment); and
(y) Lessee’s Allocable Percentage for the Supplemental Fifth (5th) Floor Expansion Space shall be 7.88% computed as the percentage of the Supplemental 5th Floor Expansion Space (10,202) to the entire Building (129,470) at the current time.
D.Governing Provisions for Annual Base Rent, Additional Rent, and Other Lease Costs and Expenses
All Annual Base Rent, Additional Rent and other sums due as Rent shall be payable and in all other respects shall be governed for the remainder of the Term under the Existing Lease and through the Supplemental Term under this Eighth Amendment.
All other costs and expenses for utilities and services, and attendant to operation of the Leased Premises, as applicable to both the Existing Leased Premises and the Supplemental Fifth (5th) Floor Expansion Space, shall be borne by the respective parties under the Existing Lease.
3.Security Deposit
The Security Deposit currently held by the Lessor is in the amount of Three Hundred Twenty One Thousand Three Hundred Twenty One ($ 321,321.00) Dollars. Upon execution of this Eighth Lease Amendment, Lessee shall deposit with Lessor the additional amount of One Hundred Fifty-Six Thousand Four Hundred Thirty-One ($ 156,431.00) Dollars, which amounts together to a total of Four Hundred Seventy-Seven Thousand Seven Hundred Fifty-Two ($ 477,752.00) Dollars; which shall be held by Lessor as the Security Deposit under the Lease through the Supplemental Term. The additional amount may be deposited by Lessee by check, wire transfer, or in the form of a letter of credit (for that additional amount or by replacement letter of credit for the total amount).
4.Permitted Uses
The Permitted Uses in the Basic Data of the Existing Lease and all conditions attached thereto are hereby restated and affirmed and shall govern the use and occupancy of the entire Leased Premises through the Eight Amendment.
5.Brokers
The parties hereby agree there are no brokerage or other third party fees or costs involved in this transaction and each agrees to indemnify, defend and hold harmless the other from and against any claims for brokerage fees, commissions or other such payments arising from this transaction; except for CBRE which represents the Lessee in this expansion transaction and to whom a commission shall be paid by Lessor under a separate agreement; with fifty (50%) percent of the
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fee due and payable to CBRE upon execution of this Eighth Lease Amendment, and fifty (50%) percent due upon receipt of Lessee’s first Annual Base Rent payment made on account of its leasing of the Supplement Fifth (5th) Floor Expansion Space.
6.Parking
Lessee’s current parking rights under the Existing Lease are as set forth through the Seventh Lease Amendment. In addition thereto, Lessee shall be granted, at current rates (which may be increased from time to time to reflect market increases), the right (but not the obligation) to park up to an additional fifteen (15) cars in the Building’s on-site indoor parking lot or facility on an unassigned and unreserved basis, in single or tandem spaces or on a valet basis which LESSOR in its sole discretion shall designate from time to time. The initial parking rate therefor shall be $ 285.00 per month, per car, which monthly rate may be changed by LESSOR in its discretion subject to and reflective of periodic market changes. All payments for these parking rights shall be considered to be Additional Rent under this Lease.
7.Rights to Use of Acid Neutralization System
Lessee, as an appurtenant accommodation as to the Supplemental Fifth (5th) Floor Expansion Space, shall be entitled to the use of an existing previously used acid neutralization system. Lessee shall have the exclusive right to use said acid neutralization system as of the beginning of the Supplemental Term. Lessor is providing said system in an “AS/IS” condition, without any representations or warranties relative to the foregoing system. Lessor shall not be responsible, directly or indirectly, for any consequences arising from Lessee’s actual use of said acid neutralization system, or its suitability or performance; Lessee to be solely responsible therefor at its sole risk. Lessee shall be solely responsible for obtaining all necessary permits for the operation of said acid neutralization system (e.g. MWRA permits) and for the maintenance, repair and operation thereof from the start of the Supplemental Term up to its terminate. Lessor shall reasonably cooperate with Lessee if such cooperation is needed in order for Lessee to obtain any permits required by Lessee in order to operate the acid neutralization system.
8.Lessee’s Option to Locate, Install and Use Certain Equipment and Systems
As of the start of the Supplemental Term Lessee shall have the option to procure and install, at its sole cost and expense in all instances, additional HVAC equipment, antennas, satellite dishes and related accessory equipment and connections on the roof of the Building, in locations that Lessor approves, such approval not to be unreasonably withheld or delayed, and to tie-in said equipment to the Leased Premises through areas of the Building that Lessor approves, such approval not to be unreasonably withheld or delayed. Lessor does not provide any representations or warranties relative to Lessee’s determination as to the foregoing, nor shall Lessor be responsible, directly or indirectly, for any consequences arising from Lessee’s selection, placement, use or operation of the same, or the suitability or performance of any of such equipment or installations; Lessee to be solely responsible therefor at its own risk. Lessee shall be solely responsible for obtaining all necessary permits for the operation of any such installations, and for the maintenance, repair and operation thereof as of the start of the Supplemental Term hereunder. Lessee shall be responsible
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at all times for the maintenance and repair of any supplemental mechanical systems installed by Lessee.
9.LESSEE’s Right to Use of the Existing Emergency Generator
Lessee shall have the right to use the existing Cummins 25KVA gas fired emergency generator solely serving the Supplemental Fifth (5th) Floor Expansion Space. Lessee shall be responsible at its sole cost and expense to connect to said emergency generator, and to bring its systems on-line therewith. Lessor does not provide any representations or warranties relative to the foregoing, nor shall Lessor be responsible, directly or indirectly, for any consequences arising from Lessee’s actual use of said emergency generator, or its suitability or performance; Lessee to be solely responsible for its use of the generator at its sole risk. Lessee shall be responsible for the costs and expenses of repairs, maintenance, servicing and operation thereof.
10.Lessee’s Option to Extend
A.Exercise of the Existing 2026 Extension Option under the Seventh Lease Amendment
Lessee, provided it is not then in default after notice and the expiration of any applicable grace or cure periods, and further provided it shall not have defaulted beyond any applicable notice, grace and cure periods during the remaining Lease Term or Supplemental Term after execution of this Eighth Lease Amendment, shall have the option to exercise the 2026 Extension Option as to the Existing Leased Premises as set forth in Section 10 of the Seventh Lease Amendment; however such right to be exercised by Lessee no later than November 30, 2024 notwithstanding a contrary deadline in said Section 10. Exercise of the 2026 Extension Option shall be separate and independent from Lessee’s rights to exercise its extension option set forth below as to the Supplemental Fifth (5th) Floor Expansion Space; and the exercise or non-exercise of either option shall not affect Lessee’s rights to exercise or not exercise the other option.
B.Exercise of an Additional Option for the Supplemental Fifth (5th) Floor Expansion Space under this Eighth Amendment
Lessee, provided it is not then in default after notice and the expiration of any applicable grace or cure periods, and further provided it shall not have defaulted beyond any applicable notice, grace and cure periods during the remaining Lease Term or Supplemental Term after execution of this Eighth Lease Amendment, shall have the option to further extend the Supplemental Term as to the Supplemental Fifth (5th) Floor Expansion Space beyond the Supplemental Term, on the terms and conditions set forth below. Exercise of the 2026 Extension Option shall be separate and independent from Lessee’s rights to exercise its extension option set forth below as to the Supplemental Fifth (5th) Floor Expansion Space; and the exercise or non-exercise of either option shall not affect Lessee’s rights to exercise or not exercise the other option.
The extension as to the Supplemental Fifth (5th) Floor Expansion Space shall be for one (1) additional period of sixty (60) months (the “Supplemental Space Extension Period”), at the then current Market Rent as contemplated below. Annual Base Rent for the Supplemental Space
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Extension Period shall be Market Rent as that term is defined (and by the process specified) in Section 10 of the Seventh Lease Amendment. The Supplemental Space Extension shall be exercised by Lessee by notice in writing to Lessor, not later than November 30, 2024 (the “Supplemental Space Extension Notice Date”).
11.Subordination
The Lease as amended hereby shall be subject and subordinate to the lien of any and all mortgages and related documents placed on the Building, Leased Premises or the real property in existence as of the date hereof or coming into existence at any time hereafter, without necessity for any confirming documentation.
12.Integration of Documents; Supremacy; Miscellaneous
This Eighth Lease Amendment contains the full understanding and agreement between the parties. The parties hereto intend that this Eighth Lease Amendment operates to amend and modify the Existing Lease, and that those documents shall be interpreted conjunctively; with any express conflict between them to be resolved in favor of the stated terms of this Eighth Lease Amendment. Except as modified hereby, all other terms and conditions of the Existing Lease shall remain unchanged and enforceable in a manner consistent with this Eighth Lease Amendment.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. Any provisions deemed unenforceable shall be severable, and the remainder of this Eighth Lease Amendment and the Existing Lease shall be enforceable in accordance with their terms.
Time is of the essence with respect to all deadlines and other provisions of this Eighth Lease Amendment.
[Signature Pages Follow]
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LESSOR
RIVERTECH ASSOCIATES II, LLC
By: Rivertech Associates II, Inc.
its Manager
By: /s/ Robert Epstein
Name: Robert Epstein
Title: President
LESSEE
MERSANA THERAPEUTICS, INC.
By: /s/ Anna Protopapas
Anna Protopapas
its duly authorized Chief Executive Officer
By: /s/ Brian DeSchuytner
Brian DeSchuytner
its duly authorized SVP Finance and Product Strategy
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Exhibit 10.2
Mersana Therapeutics, Inc.
840 Memorial Dr.
Cambridge, MA 02139
840 Memorial Dr.
Cambridge, MA 02139
November 5, 2020
VIA E-MAIL
Arvin S. Yang, MD, PHD
c/o Mersana Therapeutics, Inc.
840 Memorial Drive
Cambridge, MA 02139
840 Memorial Drive
Cambridge, MA 02139
Dear Arvin:
I am pleased to offer you the position of SVP and Chief Medical Officer of Mersana Therapeutics, Inc. (the “Company”), and present you with the terms and conditions of your employment by the Company, as set forth in this letter agreement (this “Agreement”).
1.Position. Your position will be Chief Medical Officer, reporting to President & Chief Executive Officer. In addition to performing duties and responsibilities associated with the position of Chief Medical Officer, from time to time the Company may assign you other duties and responsibilities consistent with such position. As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company. Your performance will be reviewed on an annual basis.
2.Start Date and Nature of Relationship. Your start date is expected to be on or before Monday, November 30, 2020. Your employment with the Company will be for no specified period and will constitute “at-will” employment. As a result, either you or the Company may terminate your employment relationship at any time and for any reason. No provision of this Agreement shall be construed to create an express or implied employment contract between you and the Company for any specific period of time.
3.Compensation.
(a)Your base salary will be $21,250.00 (twenty-one thousand two hundred fifty dollars) per pay period (currently twice per month), which is $510,000.00 (five hundred ten thousand dollars) on an annualized basis and will be payable in accordance with the Company’s standard payroll procedures. Your base salary will be eligible for potential discretionary merit
increases, in the discretion of the compensation committee (the “Compensation Committee”) of the Board of Directors of the Company.
(b)You will be eligible in January 2022 for an annual discretionary performance bonus with a target of 40% (forty percent) of your annual base salary, subject to the achievement of performance goals determined by the Compensation Committee. The amount, terms and conditions of any annual bonus will be determined by the Compensation Committee in its discretion, subject to the terms and conditions of any applicable bonus plan in effect from time to time.
(c)Subject to approval by the Company’s Compensation Committee following your employment start date, the Company will grant to you an option to purchase 200,000 (two hundred thousand) shares of the Company’s common stock, which option will vest (i.e., become exercisable) as to 25% of the shares on the first anniversary of your start date and the remainder of which shall vest at a rate of 6.25% quarterly over next three years, in each case, subject to your continued employment with the Company. The option exercise price will be equal to the fair market value of a share of the Company’s common stock on the date of grant of the option as determined by the Company’s Board of Directors (or its Compensation Committee). The option will be issued pursuant to the Mersana Therapeutics, Inc., 2017 Stock Incentive Plan (the “Plan”) and will be subject to all of the terms and conditions set forth in the Plan and the option agreement governing the option. These documents will be provided to you at the time the stock option is granted to you. In the event of any conflict between this letter and the Plan or the stock option agreement, the Plan and the stock option agreement will control.
(d) Subject to approval by the Company’s Compensation Committee following your employment start date, the Company will grant to you 37,000 (thirty-seven thousand) restricted stock units (“RSUs”), which will vest 50% on the first anniversary of your start date and the remainder of which shall vest on the second anniversary of your start date, subject to your continued employment with the Company. This grant will be issued pursuant to the Mersana Therapeutics, Inc., 2017 Stock Incentive Plan (the “Plan”) and will be subject to all of the terms and conditions set forth in the Plan and the restricted stock unit agreement governing the RSUs. These documents will be provided to you at the time the RSUs are granted to you. In the event of any conflict between this letter and the Plan or the restricted stock unit agreement, the Plan and the restricted stock unit agreement will control.
4.Relocation. You will be required to relocate your primary personal residence to a location within a reasonable commuting distance of the Company’s office in Cambridge, MA, within twelve months following your start date. In connection with your relocation to the Cambridge, MA area, the Company agrees to pay or reimburse you for relocation expenses that are incurred within 12 months of your start date, with the amount of such payments and reimbursements not to exceed $150,000.00 (one hundred fifty thousand dollars) in the aggregate, inclusive of any additional amounts paid on your behalf in respect of taxes. To the extent the reimbursement of any of the foregoing relocation expenses are taxable to you, such amounts will be reported as compensation on your W-2 and, subject to the $150,000 aggregate limit described above, the Company will make payment on your behalf of any federal, state or local income
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taxes resulting from the payment or reimbursement of such expenses. All relocation payments and expenses are subject to your compliance with the Company’s Relocation Policy which will be provided to you prior to the start of your relocation process. All amounts reimbursed, including any payments made in respect of taxes, will be paid in accordance with the Company’s Relocation Policy. If within twenty-four months after your start date, you voluntarily terminate employment, you must repay the full amount of any relocation assistance received by you, including any additional amounts received or paid on your behalf in respect of taxes.
5.Benefits. You will be entitled to receive such benefits as are generally provided by the Company to its employees and for which you are eligible in accordance with Company policy and the terms and conditions of the applicable benefit plans, in each case, as in effect from time to time. The Company retains the right to change, add or cease any particular benefit at any time. You will be eligible for nine paid holidays and 4 weeks’ paid vacation per year, which vacation eligibility will accrue at a rate of 1.67 days per month of service.
6.Severance. In the event that your employment is terminated by the Company other than for Disqualifying Conduct (as defined below) and not as a result of your death or disability) or you resign for Good Reason (as defined below) the Company shall, for 9 (nine) months following the date your employment terminates, (i) continue to pay you your base salary as in effect on the date of termination or, to the extent such base salary was reduced giving rise to Good Reason hereunder, as in effect immediately prior to such reduction in accordance with its standard payroll procedures, and (ii) provided that you timely elect to continue coverage in the Company’s group health plans in accordance with COBRA or applicable state law, pay a portion of the COBRA or applicable state law premium contributions on your behalf equal to the excess of the cost of such premiums for you, your spouse and dependents (if applicable) over the amount that you would have paid for such coverage had you remained continuously employed by the Company, in each case, subject to your signing and returning to the Company (and not subsequently revoking), within sixty (60) days following the date on which your employment terminates, an effective separation agreement in the form provided by the Company (which separation agreement shall include a release of claims and restrictive covenants substantially similar to those contained in the Confidentiality Agreement) (the “Separation Agreement”) and your continued compliance with the Confidentiality Agreement (as defined below). Notwithstanding the foregoing, if the Company determines that its payment of the COBRA or applicable state law premium contributions would subject the Company to any tax or penalty, then the Company may elect to pay to you in any month, in lieu of making such payments on your behalf, a cash payment equal to the Company’s cost of the monthly premium contribution for that month in accordance with the Company’s standard payroll procedures. Any salary continuation payments made under this Section 5 will begin sixty (60) days following the date your employment terminates, on the next regular Company payroll following such date, and the first such salary continuation payment will include all payments that would have otherwise been paid on the regular payroll dates of the Company following the date your employment terminates but prior to such first salary continuation payment.
For all purposes of this Agreement:
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•“Disqualifying Conduct” shall mean, as determined by the Company: (i) willful misconduct or gross negligence as to a material matter in connection with your duties; (ii) any act constituting material dishonesty or fraud with respect to the Company; (iii) the indictment for, conviction of, or a plea of guilty or nolo contendere to, a felony under applicable law; (iv) material violation of a material term of any written Company policy made available to you; (v) failure to attempt in good faith to (A) perform your duties in all material respects or (B) follow a clear, lawful and reasonable directive of the Board; or (vi) material breach of a fiduciary duty owed to the Company that has caused or could reasonably be expected to cause a material injury to the business; provided, that in no event shall your employment be terminated for Cause unless (A) an event or circumstance set forth in clauses (i), (ii), (iv) or (v) has occurred and the Company provides you with written notice after the Company has knowledge of the occurrence of existence of such event or circumstance, which notice reasonably identifies the event or circumstance that the Company believes constitutes Cause and (B) with respect to the events and circumstances set forth in clauses (iv) and (v) only, you fail to substantially cure the event or circumstance so identified within 30 days of the receipt of such notice; and
•“Good Reason” shall mean, without your consent: (i) a material decrease in your base salary; (ii) a material diminution in your authorities, duties or responsibilities, or (iii) the relocation of your principal work location to a location more than fifty (50) miles from its current location; provided, in each case, that (A) you provide written notice to the Company, setting forth in reasonable detail the event or events giving rise to Good Reason within thirty (30) days following the initial occurrence of such event, (B) such event or events are not cured by the Company within a period of thirty (30) days following its receipt of such written notice, and (C) you actually terminate your employment not later than thirty (30) days following the expiration of such cure period.
7.Change in Control. In the event your employment is terminated by the Company other than for Disqualifying Conduct (and not as a result of your death or disability) or you resign for Good Reason, in each case, on or within twelve (12) months following the consummation of a Change in Control (as defined below), in lieu of the payments set forth in Section 5 above, (i) the Company shall pay you a lump sum cash severance payment equal to the sum of (A) twelve (12) months’ of your base salary and (B) one (1) times your annual target bonus, in each case as in effect on the date of termination (or, to the extent such base salary was reduced giving rise to Good Reason hereunder, as in effect immediately prior to such reduction), (ii) for a period of twelve (12) months following the date your employment terminates and provided that you timely elect to continue coverage in the Company’s group health plans in accordance with COBRA or applicable state law, the Company shall pay a portion of the COBRA or applicable state law premium contributions on your behalf equal to the excess of the cost of such premiums for you, your spouse and dependents (if applicable) over the amount that you would have paid for such coverage had you remained continuously employed by the Company, and (iii) all of your stock options and other equity-based awards, to the extent
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outstanding immediately prior to the termination of your employment, will be treated as having vested in full as of immediately prior to such termination of employment, in each case, subject to your signing and returning to the Company (and not subsequently revoking), within sixty (60) days following the date on which your employment terminates, an effective Separation Agreement in the form provided to you by the Company and your continued compliance with the Confidentiality Agreement (as defined below). Notwithstanding the foregoing, if the Company determines that its payment of the COBRA or applicable state law premium contributions would subject the Company to any tax or penalty, then the Company may elect to pay to you in any month, in lieu of making such payments on your behalf, a cash payment equal to the Company’s cost of the monthly premium contribution for that month. Any cash severance payment made under this Section 6 will be made on the next regular Company payroll following the sixtieth (60th) day after the date your employment terminates.
For all purposes of this Agreement, the term “Change in Control” shall mean, as determined by the Company, a “change in control event” as that term is defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
8.Confidentiality. The Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of your employment, you and the Company will become parties to a Nondisclosure and Assignment of Intellectual Property Agreement in the form of Attachment A to this Agreement (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreement, in the event you breach any provision of the Confidentiality Agreement or Separation Agreement (to the extent one arises as provided herein), the Company’s obligation to pay or provide, or continue to pay or provide, any salary continuation, severance or other benefits under Section 5 or 6 of this Agreement, as applicable, shall immediately cease.
9.Withholding. All payments made under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company, its successors or any of their respective affiliates under applicable law.
9.Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time your employment terminates, you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon your death; except to the extent of amounts or benefits that are not subject to the requirements of Section 409A of the Code. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Section 1.409A-1(i) of the Treasury regulations. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Company have any liability relating
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to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code.
10.Section 280G. If all, or any portion, of the payments or benefits provided under this Agreement, either alone or together with any other payment or benefit which you receive or are entitled to receive from the Company or an affiliate, would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, notwithstanding anything in this Agreement or any other agreement or plan to the contrary, you shall be entitled to receive: (A) the amount of such payments or benefits, reduced such that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (B) if the amounts otherwise payable hereunder and under any other agreement or plan of the Company or its subsidiaries (without regard to clause (A)), reduced by all taxes applicable thereto (including, for the avoidance of doubt, the excise tax imposed by Section 4999 of the Code), would be greater than the Limited Amount reduced by all taxes applicable thereto, the amounts otherwise payable hereunder. All determinations under this Section 10 shall be made by an accounting, consulting or valuation firm selected, and paid for, by the Company.
11.General.
(a)This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof. No amendment to this Agreement will be permitted except in writing, signed by the parties hereto.
(b)This Agreement shall be governed by the law of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions.
(c)This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
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You may accept this offer of employment and the terms and conditions of this Agreement by signing this letter, which execution will evidence your agreement with the terms and conditions set forth herein and therein and returning them to the Company.
This offer of employment will expire at the end of business, Friday, November 6, 2020, unless accepted by you prior to such date.
Sincerely,
MERSANA THERAPEUTICS, INC.
By: /s/ Anna Protopapas
Name: Anna Protopapas
Title: President & Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Arvin Yang
Date: 11/5/2020
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Exhibit 10.3
Mersana Therapeutics, Inc.
840 Memorial Dr.
Cambridge, MA 02139
840 Memorial Dr.
Cambridge, MA 02139
March 8, 2017
VIA HAND DELIVERY
Michael J. Kaufman
C/O Mersana Therapeutics, Inc.
840 Memorial Drive
Cambridge, MA 02139
Dear Michael:
This letter agreement (this “Agreement”) amends and restates in its entirety, as of the date set forth above, the offer letter between you and Mersana Therapeutics, Inc. (the “Company”) dated December 14, 2015. In consideration of your continued employment by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company agree as follows:
1.Position. Your position will continue to be Senior Vice President, Chemistry, Manufacturing and Controls, reporting to the Chief Executive Officer. In addition to performing duties and responsibilities associated with the position of Senior Vice President, Chemistry, Manufacturing and Controls, from time to time the Company may assign you other duties and responsibilities consistent with such position. As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company. Your performance will continue to be reviewed on an annual basis.
2.Nature of Relationship. Your employment with the Company is for no specified period and constitutes “at-will” employment. As a result, either you or the Company may terminate your employment relationship at any time and for any reason. No provision of this Agreement shall be construed to create an express or implied employment contract between you and the Company for any specific period of time.
3.Compensation.
(a)Your base salary will be $14,251.88 (fourteen-thousand-two-hundred-fifty-one-dollars-and-eight-eight-cents) per pay period (currently twice per month), which is $342,045.00 (three-hundred-forty-two-thousand-forty-five-dollars-and-zero-cents) on an annualized basis, and
will be payable in accordance with the Company’s standard payroll procedures. Your base salary will be eligible for potential discretionary merit increases, in the discretion of the compensation committee (the “Compensation Committee”) of the Board of Directors of the Company.
(b)You will be eligible for an annual discretionary performance bonus with a target of thirty-five percent (35%) of your annual base salary, subject to the achievement of performance goals determined by the Compensation Committee. The amount, terms and conditions of any annual bonus will be determined by the Compensation Committee in its discretion, subject to the terms and conditions of any applicable bonus plan in effect from time to time.
(c)You will be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with your position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award will be determined by the Board in its discretion and set forth in the applicable equity plan and other documents governing the award. Your currently outstanding stock options will continue in effect in accordance with the respective terms.
4.Benefits. You will continue to be entitled to receive such benefits as are generally provided by the Company to its employees and for which you are eligible in accordance with Company policy and the terms and conditions of the applicable benefit plans, in each case, as in effect from time to time. The Company retains the right to change, add or cease any particular benefit at any time. You will continue to be eligible for nine paid holidays and 4 weeks’ paid vacation per year, which vacation eligibility will accrue at a rate of 1.67 days per month of service.
5.Severance. In the event that your employment is terminated by the Company without Cause (as defined below, and which shall not include a termination of employment due to death or disability) or you resign for Good Reason (as defined below) the Company shall, for nine (9) months following the date your employment terminates, (i) continue to pay you your base salary as in effect on the date of termination (or, to the extent such base salary was reduced giving rise to Good Reason hereunder, as in effect immediately prior to such reduction), in accordance with its standard payroll procedures, and (ii) provided that you timely elect to continue coverage in the Company’s group health plans in accordance with COBRA or applicable state law, pay a portion of the COBRA or applicable state law premium contributions on your behalf equal to the excess of the cost of such premiums for you, your spouse and dependents (if applicable) over the amount that you would have paid for such coverage had you remained continuously employed by the Company, in each case, subject to your signing and returning to the Company (and not subsequently revoking), within sixty (60) days following the date on which your employment terminates, an effective release of claims in the form provided by the Company and your continued compliance with the Confidentiality Agreement (as defined below). Notwithstanding the foregoing, if the Company determines that its payment of the COBRA or applicable state law premium contributions would subject the Company to any tax or penalty, then the Company may elect to pay to you in any month, in lieu of making such
-2-
payments on your behalf, a cash payment equal to the Company’s cost of the monthly premium contribution for that month in accordance with the Company’s standard payroll procedures. Any salary continuation payments made under this Section 5 will begin sixty (60) days following the date your employment terminates, on the next regular Company payroll following such date, and the first such salary continuation payment will include all payments that would have otherwise been paid on the regular payroll dates of the Company following the date your employment terminates but prior to such first salary continuation payment.
For all purposes of this Agreement:
•“Cause” shall mean, as determined by the Company: (i) willful misconduct or gross negligence as to a material matter in connection with your duties; (ii) any act constituting material dishonesty or fraud with respect to the Company; (iii) the indictment for, conviction of, or a plea of guilty or nolo contendere to, a felony under applicable law; (iv) material violation of a material term of any written Company policy made available to you; (v) failure to attempt in good faith to (A) perform your duties in all material respects or (B) follow a clear, lawful and reasonable directive of the Board; or (vi) material breach of a fiduciary duty owed to the Company that has caused or could reasonably be expected to cause a material injury to the business; provided, that in no event shall your employment be terminated for Cause unless (A) an event or circumstance set forth in clauses (i), (ii), (iv) or (v) has occurred and the Company provides you with written notice after the Company has knowledge of the occurrence of existence of such event or circumstance, which notice reasonably identifies the event or circumstance that the Company believes constitutes Cause and (B) with respect to the events and circumstances set forth in clauses (iv) and (v) only, you fail to substantially cure the event or circumstance so identified within 30 days of the receipt of such notice; and
•“Good Reason” shall mean, without your consent: (i) a material decrease in your base salary; (ii) a material diminution in your authorities, duties or responsibilities, or (iii) the relocation of your principal work location to a location more than fifty (50) miles from its current location; provided, in each case, that (A) you provide written notice to the Company, setting forth in reasonable detail the event or events giving rise to Good Reason within thirty (30) days following the initial occurrence of such event, (B) such event or events are not cured by the Company within a period of thirty (30) days following its receipt of such written notice, and (C) you actually terminate your employment not later than thirty (30) days following the expiration of such cure period.
6.Change in Control. In the event your employment is terminated by the Company without Cause or you resign for Good Reason, in each case, on or within twelve (12) months following the consummation of a Change in Control (as defined below), in lieu of the payments set forth in Section 5 above, (i) the Company shall pay you a lump sum cash severance payment equal to the sum of (A) 12 (twelve) months’ of your base salary and (B) 1 (one) times your
-3-
annual target bonus, in each case as in effect on the date of termination (or, to the extent such base salary was reduced giving rise to Good Reason hereunder, as in effect immediately prior to such reduction), (ii) for a period of 12 (twelve) months following the date your employment terminates and provided that you timely elect to continue coverage in the Company’s group health plans in accordance with COBRA or applicable state law, the Company shall pay a portion of the COBRA or applicable state law premium contributions on your behalf equal to the excess of the cost of such premiums for you, your spouse and dependents (if applicable) over the amount that you would have paid for such coverage had you remained continuously employed by the Company, and (iii) all of your stock options and other equity-based awards, to the extent outstanding immediately prior to the termination of your employment, will be treated as having vested in full as of immediately prior to such termination of employment, in each case, subject to your signing and returning to the Company (and not subsequently revoking), within sixty (60) days following the date on which your employment terminates, an effective release of claims in the form provided to you by the Company and your continued compliance with the Confidentiality Agreement (as defined below). Notwithstanding the foregoing, if the Company determines that its payment of the COBRA or applicable state law premium contributions would subject the Company to any tax or penalty, then the Company may elect to pay to you in any month, in lieu of making such payments on your behalf, a cash payment equal to the Company’s cost of the monthly premium contribution for that month. Any cash severance payment made under this Section 6 will be made on the next regular Company payroll following the sixtieth (60th) day after the date your employment terminates.
For all purposes of this Agreement, the term “Change in Control” shall mean, as determined by the Company, a “change in control event” as that term is defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). For the avoidance of doubt, an initial public offering shall not constitute a Change in Control.
7.Confidentiality. The Company considers the protection of its confidential information and proprietary materials to be very important. By signing this Agreement, you acknowledge and agree that you will continue to be subject to the terms and conditions of the Nondisclosure, Noncompetition and Assignment of Intellectual Property Agreement, by and between you and the Company, dated December 14, 2015 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreement, in the event you breach any provision of the Confidentiality Agreement, the Company’s obligation to pay or provide, or continue to pay or provide, any salary continuation, severance or other benefits under Section 5 or 6 of this Agreement, as applicable, shall immediately cease.
8.Withholding. All payments made under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company, its successors or any of their respective affiliates under applicable law.
9.Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time your employment terminates, you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall
-4-
instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon your death; except to the extent of amounts or benefits that are not subject to the requirements of Section 409A of the Code. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Section 1.409A-1(i) of the Treasury regulations. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code.
10.Section 280G. If all, or any portion, of the payments or benefits provided under this Agreement, either alone or together with any other payment or benefit which you receive or are entitled to receive from the Company or an affiliate, would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, notwithstanding anything in this Agreement or any other agreement or plan to the contrary, you shall be entitled to receive: (A) the amount of such payments or benefits, reduced such that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (B) if the amounts otherwise payable hereunder and under any other agreement or plan of the Company or its subsidiaries (without regard to clause (A)), reduced by all taxes applicable thereto (including, for the avoidance of doubt, the excise tax imposed by Section 4999 of the Code), would be greater than the Limited Amount reduced by all taxes applicable thereto, the amounts otherwise payable hereunder. All determinations under this Section 10 shall be made by an accounting, consulting or valuation firm selected, and paid for, by the Company.
11.General.
(a)This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof, including, without limitation, the offer letter between you and the Company dated December 14, 2015. No amendment to this Agreement will be permitted except in writing, signed by the parties hereto. For the avoidance of doubt, the Confidentiality Agreement and any agreements evidencing stock options or other equity-based awards shall remain in full force and effect in accordance with their respective terms.
(b)This Agreement shall be governed by the law of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions.
(c)This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
If you agree to the terms and conditions of this Agreement, please execute the enclosed additional copy of this Agreement and return it to me.
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Sincerely,
MERSANA THERAPEUTICS, INC.
By: /s/ David Mott
Name: David Mott
Title: Chairman
ACCEPTED AND AGREED:
/s/ Michael Kaufman
Date: 3/13/2017
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Exhibit 31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
I, Anna Protopapas, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Mersana Therapeutics, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Mersana Therapeutics, Inc. | ||
| /s/ Anna Protopapas | ||
| Anna Protopapas | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
Dated: May 10, 2021
Exhibit 31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
I, Brian DeSchuytner, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Mersana Therapeutics, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report), that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Mersana Therapeutics, Inc. | ||
| /s/ Brian DeSchuytner | ||
| Brian DeSchuytner | ||
| Senior Vice President, Finance & Product Strategy (Principal Financial Officer) | ||
Dated: May 10, 2021
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Mersana Therapeutics, Inc. (the “Company”) for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the company, hereby certifies, pursuant to Section 1350 of Chapter 63 of Title 18, United States Code, that to the best of her or his knowledge:
1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 10, 2021 | /s/ Anna Protopapas | ||||
| Anna Protopapas | |||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||
Dated: May 10, 2021 | /s/ Brian DeSchuytner | ||||
| Brian DeSchuytner | |||||
| Senior Vice President, Finance & Product Strategy (Principal Financial Officer) | |||||
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