SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 1.01||Entry into a Material Definitive Agreement|
On November 23, 2021, Mersana Therapeutics, Inc. (“Mersana”) and Synaffix B.V. (“Synaffix”) entered into an Amended and Restated Commercial License and Option Agreement (“Amended Agreement”), which amended the Commercial License and Option Agreement between Mersana and Synaffix dated as of January 3, 2019 (“Original Agreement”). The Amended Agreement reflects an expansion of Mersana’s rights to use Synaffix’s proprietary technology to develop, manufacture and commercialize antibody-drug conjugates (“ADCs”).
Pursuant to the Amended Agreement, Mersana will be entitled to obtain a non-exclusive license to use Synaffix’s proprietary technology to develop, manufacture and commercialize ADCs for an additional six targets (“Additional Targets”) on substantially similar financial terms on a per target basis as provided under the Original Agreement. For each Additional Target designated by Mersana under the Amended Agreement, Mersana will be obligated to pay license option payments and development, regulatory and one-time sales milestones of over $125 million. Additionally, Mersana will be obligated to pay $5.0 million upon a certain number of products developed under the Amended Agreement reaching certain development milestones. Finally, pursuant to the terms of the Amended Agreement, upon commencement of commercial sales of a product directed at such Additional Targets, if any, Mersana will be required to pay to Synaffix tiered royalties in the low single digit percentages on net sales of the respective products.
Mersana will also pay a one-time, non-refundable amendment fee of $3.0 million under the Amended Agreement, which provides for the waiver of specific payment obligations under the Original Agreement totaling $3.0 million.
The foregoing description of the Amended Agreement is qualified in its entirety by the full text of the Amended Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.
|Item 9.01||Financial Statements and Exhibits.|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|MERSANA THERAPEUTICS, INC.|
|By:||/s/ Brian DeSchuytner|
|Chief Financial Officer|
Date: November 23, 2021