Exhibit 10.1


 


Sesen Bio, Inc.


 


Nonstatutory Stock Option Agreement


 


		1.	Grant of Option.



 


This agreement evidences
the grant by Sesen Bio, Inc., a Delaware corporation (the “Company”), on __________ (the “Grant Date”)
to ___________ (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein, a
total of ________ shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common
Stock”) at _______ per Share.  Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time,
on _______________ (the “Final Exercise Date”).


 


The option evidenced
by this agreement was granted to the Participant pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4),
and not pursuant to the Company’s 2014 Stock Incentive Plan (the “Plan”) or any equity incentive plan of the
Company, as an inducement that is material to the Participant’s employment with the Company.


 


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


 


		2.	Vesting Schedule.



 


Except as otherwise
provided herein, this option will become exercisable (“vest”) as to 25% of the original number of Shares on one-year
anniversary of the Grant Date and as to an additional 6.25% of the original number of Shares at the end of each successive three-month
period following the one-year anniversary of the Grant Date until the fourth anniversary of the Grant Date.


 


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


 


		3.	Exercise of Option.



 


(a)              
Form of Exercise.  Each election to exercise this option shall be in writing, signed by the Participant
(or such electronic notice as is approved by the Company), and received by the Company at its principal office, accompanied by
this agreement and payment in full as follows:


 


(1)                 
in cash or by check, payable to the order of the Company;


 


(2)                  by
(i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a
check sufficient to pay the exercise price and any required tax withholding;


 






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(3)                 
to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery
(either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value
per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such
method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was
owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;


 


(4)                 
to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the
Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being
exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option
being exercised divided by (B) the Fair Market Value on the date of exercise;


 


(5)                  to
the extent permitted by applicable law or approved by the Board, in its sole discretion, by payment of such other lawful consideration
as the Board may determine; or


 


(6)                 
by any combination of the above permitted forms of payment.


 


The Participant may purchase less than
the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer
than ten whole shares.


 


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


 


(c)              
Termination of Relationship with the Company.  If the Participant ceases to be an Eligible Participant for
any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable
only to the extent that the Participant was entitled to exercise this option on the date of such cessation.  


 


Notwithstanding the foregoing, if the Participant,
prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality
and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall
terminate immediately upon written notice to the Participant from the Company describing such violation.


 






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(d)              
Exercise Period Upon Death or Disability.  If the Participant dies or becomes disabled (within the meaning
of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he is an Eligible Participant and the Company
has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable,
within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case
of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his death or disability, and further provided that this option shall not be exercisable
after the Final Exercise Date.


 


(e)              
Termination for Cause.  If the Participant, prior to the Final Exercise Date, is terminated by the Company
for Cause (as defined in the letter agreement, dated as of __________ between the Participant and the Company, or any successor
agreement thereto (the “Letter Agreement”)), the right to exercise this option shall terminate immediately upon the
effective date of such termination.


 


(f)                
Letter Agreement.  Notwithstanding anything to the contrary in this Section 3 or in Section 7, this
option shall be subject to any applicable vesting terms set forth in the Letter Agreement, including the accelerated vesting provisions
set forth in the Letter Agreement applicable in connection with certain terminations within the specified period following a Change
in Control Transaction (as defined in the Letter Agreement).


 


		4.	Agreement in Connection with Public Offering.



 


The Participant agrees,
in connection with an underwritten public offering of the Common Stock pursuant to a registration statement under the Securities
Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any
swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common
Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by
delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement
with the Securities and Exchange Commission and ending 90 days after the date of the final prospectus relating to the offering
(plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of
the Financial Industry Regulatory Authority or any similar successor provision), and (ii) to execute any agreement reflecting
clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.  The Company
may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction
until the end of the “lock-up” period.


 






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		5.	Withholding.



 


No Shares will be issued
pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under this option.  The
Company may decide to satisfy the withholding obligations through additional withholding on salary or wages.  If the Company
elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required
for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations
is due before the Company will issue any shares on exercise of this option or at the same time as payment of the exercise price,
unless the Company determines otherwise. If approved by the Board, in its sole discretion, a Participant may satisfy such tax obligations
in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock underlying this option valued
at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding
where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations
(based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income), except that, to the extent that the Company is able to retain shares of Common Stock having
a fair market value (determined by (or in a manner approved by) the Company) that exceeds the statutory minimum applicable withholding
tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a statutory minimum
withholding tax, the Company may retain such number of shares of Common Stock (up to the number of shares having a fair market
value equal to the maximum individual statutory rate of tax (determined by (or in a manner approved by) the Company)) as the Company
shall determine in its sole discretion to satisfy the tax liability associated with any Award. Shares used to satisfy tax withholding
requirements cannot be subject to any forfeiture, unfulfilled vesting or other similar requirements.


 


		6.	Transfer Restrictions.



 


This option may not
be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable
only by the Participant.


 


		7.	Adjustments for Changes in Common Stock and Certain Other Events.



 


(a)                 Changes
in Capitalization.  In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination
of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution
to holders of Common Stock other than an ordinary cash dividend, the number and class of securities and exercise price per share
of this option shall be equitably adjusted by the Company in the manner determined by the Board.  Without limiting the generality
of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price
of and the number of shares subject to this option are adjusted as of the date of the distribution of the dividend (rather than
as of the record date for such dividend), then the Participant, if he exercises this option between the record date and the distribution
date for such stock dividend, shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares
of Common Stock acquired upon exercise of this option, notwithstanding the fact that such shares were not outstanding as of the
close of business on the record date for such stock dividend.




 






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(b)              
Reorganization Events.  A “Reorganization Event” shall mean:  (a) any merger or consolidation
of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged
for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the
Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any
liquidation or dissolution of the Company.  In connection with a Reorganization Event, the Board may take any one or more
of the following actions with respect to this option (or any portion thereof) on such terms as the Board determines: (i) provide
that this option shall be assumed, or substantially equivalent option shall be substituted, by the acquiring or succeeding corporation
(or an affiliate thereof), (ii) upon written notice to the Participant, provide that the unvested and/ or unexercised portion
of this option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant
within a specified period following the date of such notice, (iii) provide that this option shall become exercisable, realizable,
or deliverable, or restrictions applicable to this option shall lapse, in whole or in part prior to or upon such Reorganization
Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation
thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide
for a cash payment to the Participant with respect to this option equal to (A) the number of shares of Common Stock subject
to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior
to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the
exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (v) provide
that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation
proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any
combination of the foregoing.


 


For purposes of clause
(i) above, this option shall be considered assumed if, following consummation of the Reorganization Event, this option confers
the right to purchase, for each share of Common Stock subject to this option immediately prior to the consummation of the Reorganization
Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders
of Common Stock for each share of Common


 


Stock held immediately
prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received
as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received
upon the exercise of this option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another
date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result
of the Reorganization Event.


 






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		8.	Miscellaneous.



 


 (a)                No Right To Employment or
Other Status.  The grant of this option shall not be construed as giving the Participant the right to continued
employment or any other relationship with the Company.  The Company expressly reserves the right at any time to dismiss
or otherwise terminate its relationship with the Participant free from any liability or claim hereunder, except as otherwise
expressly provided herein or provided for in the Letter Agreement.




 


(b)              
No Rights As Stockholder.  Subject to the provisions of this option, the  Participant shall not have any
rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to this option until becoming
the record holder of such shares.


 


(c)              
Entire Agreement.  This Agreement, together with the Letter Agreement, constitute the entire agreement between
the parties, and supersede all prior agreements and understandings, relating to the subject matter hereof.


 


(d)              
Amendment.  Except with respect to any vesting terms set forth in the Letter Agreement, the Board may amend,
modify or terminate this Agreement, including but not limited to, substituting another option of the same or a different type
and changing the date of exercise or realization.  Notwithstanding the foregoing, the Participant’s consent to such
action shall be required unless (i) the Board determines that the action, taking into account any related action, would not
materially and adversely affect the Participant, or (ii) the change is permitted under Section 7 and the Letter Agreement.


 


(e)               
Acceleration.  The Board may at any time provide that this option shall become immediately exercisable in whole
or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.


 


(f)              
Conditions on Delivery of Stock.  The Company will not be obligated to deliver any shares of Common Stock pursuant
to this Agreement until (i) all conditions of this Agreement have been met to the satisfaction of the Company, (ii) in
the opinion of the 


 


Company’s counsel, all other legal
matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws
and regulations and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the
requirements of any applicable laws, rules or regulations.


 


(g)              
Administration by Board.  The Board will administer this Agreement and may construe and interpret the terms
hereof.  Subject to the terms and provisions of the Letter Agreement, the Board may correct any defect, supply any omission
or reconcile any inconsistency in this Agreement in the manner and to the extent it shall deem expedient to carry the Agreement
into effect and it shall be the sole and final judge of such expediency.  No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under this Agreement made in good faith.


 






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(h)                
Appointment of Committees.  To the extent permitted by applicable law, the Board may delegate any or all of
its powers hereunder to one or more committees or subcommittees of the Board (a “Committee”).  All references
herein to the “Board” shall mean the Board or a Committee to the extent that the Board’s powers or authority
hereunder have been delegated to such Committee.


 


(i)                
Severability.  The invalidity or unenforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof, and each such other provision shall be severable and enforceable to the extent permitted
by law.


 


(j)              
Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction
other than the State of Delaware.


 


(k)                
Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one in the same instrument.




 


[Remainder of Page Intentionally Blank]


 






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The Company has caused
this option to be executed by its duly authorized officer.


 


	 	SESEN BIO, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Nonstatutory Stock
Option Agreement]


 






    


     


    

 


The undersigned hereby
accepts the foregoing option and agrees to the terms and conditions thereof.


 


	PARTICIPANT	 
	 	 
	 	 
	 	 
	Address:	 	 
	 	 
	 	 	 



 


[Signature Page to Nonstatutory Stock Option Agreement]