Mersana Therapeutics, Inc. Sample Contracts

MERSANA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 16th, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2017, between Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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MERSANA THERAPEUTICS, INC. 8,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting Agreement
Mersana Therapeutics, Inc. • June 1st, 2020 • Pharmaceutical preparations • New York

Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

MERSANA THERAPEUTICS, INC. 21,250,000 Shares of Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • March 4th, 2019 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York

Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 21,250,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,187,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

MERSANA THERAPEUTICS, INC. common stock SALES AGREEMENT
Sales Agreement • February 28th, 2024 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York

Mersana Therapeutics, Inc., a Delaware Corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks demote omissions. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 28th, 2022 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 29, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 275 Grove Street, Suite 2-200, Newton, MA 02466 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and MERSANA THERAPEUTICS, INC., a Delaware corporation with offices located at 840 Memorial Drive, Cambridge, MA 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2019 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Mersana Therapeutics, Inc.
Letter Agreement • June 1st, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

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 28, 2007. 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:

VIA Electronic Delivery Martin Huber, M.D. Dear Marty:
Mersana Therapeutics, Inc. • November 7th, 2023 • Pharmaceutical preparations • Massachusetts
CONFIDENTIAL COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and MERCK KGaA
License Agreement • June 1st, 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”.

Contract
Voting Agreement • June 1st, 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 Agreement
Nonstatutory Stock Option Agreement • June 1st, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
CONFIDENTIAL DEVELOPMENT COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and MILLENNIUM PHARMACEUTICALS, INC. dated January 29, 2016
Commercial License Agreement • June 1st, 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”)
Attornment Agreement • June 1st, 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 TECHNOLOGY
Agreement Regarding Licr Technology • June 1st, 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 AGREEMENT
Research Collaboration and Commercial License Agreement • June 1st, 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 AGREEMENT
Collaboration and Commercial License Agreement • June 1st, 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, 2016
License Agreement • June 1st, 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 • June 1st, 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 AGREEMENT
Collaboration Agreement • June 1st, 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 AGREEMENT
Collaboration and Commercial License Agreement • June 1st, 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 Agreement
Incentive Stock Option Agreement • June 1st, 2017 • Mersana Therapeutics, Inc. • Pharmaceutical preparations
CONFIDENTIAL AMENDMENT NUMBER ONE to the COLLABORATION AGREEMENT
Collaboration Agreement • June 1st, 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.

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RIVERSIDE TECHNOLOGY CENTER FIFTH LEASE EXTENSION AND MODIFICATION AGREEMENT TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II LLC AND MERSANA THERAPEUTICS, INC.
Extension and Modification Agreement • June 1st, 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, 2012
Collaboration Agreement • June 1st, 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 AGREEMENT
Collaboration and Commercial License Agreement • June 1st, 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.

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 9th, 2023 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 23, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender, OXFORD FINANCE FUNDING IX, LLC, a Delaware limited liability company, OXFORD FINANCE FUNDING XIII, LLC, a Delaware limited liability company, OXFORD FINANCE FUNDING 2020-1, LLC, a Delaware limited liability company, each with offices located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314, and SILICON VALLEY BRIDGE BANK, N.A., a national association with an office located at 275 Grove Street, Suite 2-200, Newton, MA 02466 (“Bank” or “SVB”) (each a “Lender” and collectiv

Mersana Therapeutics, Inc.
Mersana Therapeutics, Inc. • May 8th, 2020 • Pharmaceutical preparations
AMENDMENT 4 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENT
Collaboration and Commercial License Agreement • August 14th, 2018 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This Amendment 4 to the Collaboration and Commercial License Agreement (“Amendment 4”) is entered into as of the date that it is fully executed (the “Amendment 4 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 4 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”), August 12, 2016 (“Amendment 2”), and February 28, 2017 (“Amendment 3”) (together the “Original Agreement,” and together with this Amendment 4, the “Agreement”). Capitalized terms used but not defined in this Amendment 4 will have t

VIA ELECTRONIC MAIL September 6, 2023 Arvin Yang Dear Arvin:
Mersana Therapeutics, Inc. • November 7th, 2023 • Pharmaceutical preparations • Massachusetts

As we discussed, your employment with Mersana Therapeutics, Inc. (the “Company”) will end effective September 29, 2023 (the “Separation Date”). As we also discussed, the Company will provide you with the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me on, but not before, the Separation Date and do not revoke your agreement (as described below).

SECOND Amendment to Loan and security agreement
Loan and Security Agreement • September 3rd, 2020 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of August, 2020, by and between SILICON VALLEY BANK (“Bank”) and MERSANA THERAPEUTICS, INC., a Delaware corporation (“Borrower”) whose address is 840 Memorial Drive, Cambridge, Massachusetts 02139.

MERSANA THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 8th, 2023 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences a grant of restricted stock units (“RSUs”) by Mersana Therapeutics, Inc. (the “Company”) to the individual named above (the “Grantee”), an employee of the Company, pursuant to and subject to the terms of the Mersana Therapeutics, Inc. 2017 Stock Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meanings as in the Plan.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. SECOND AMENDMENT TO THE...
Development and Commercialization Agreement • November 9th, 2021 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This Second Amendment (the “Second Amendment”) to the License, Development and Commercialization Agreement effective as of July 9, 2015, as amended by that certain First Amendment to the License, Development and Commercialization Agreement dated August 19, 2019 (the “Agreement” ) is by and between Mersana Therapeutics, Inc. (“Mersana”), with offices at 840 Memorial Dr., Cambridge, MA02139, USA, and Recepta Biopharma, S.A. (“Recepta”), with offices at Rua Tabapuã, 1123 conj 36, Itaim Bibi, São Paulo, SP, CEP 04533 – 014, Brazil, and is effective as of the date that it is fully executed by the Parties (the “Second Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the definitions ascribed to them in the Agreement.

FIRST AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • November 6th, 2019 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This First Amendment (the “First Amendment”) to the License, Development and Commercialization Agreement effective as of July 9, 2015 (the “Agreement”) 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, and is effective as of the date that it is fully executed by the Parties (the “First Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the definitions ascribed to them in the Agreement.

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. RESEARCH COLLABORATION...
Research Collaboration and License Agreement • May 9th, 2022 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York

MERSANA THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as “Mersana”)

MERSANA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • February 28th, 2022 • Mersana Therapeutics, Inc. • Pharmaceutical preparations

This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Optionee”), pursuant to and subject to the terms of the Mersana Therapeutics, Inc. 2022 Inducement Stock Incentive Plan (as from time to time amended and in effect, the “Plan”).

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