Exhibit 10.1


 


November 26, 2019


 


Mersana Therapeutics, Inc.


840 Memorial Drive


Cambridge, MA 02139


 


Attn: Anna Protopapas, President and Chief Executive Officer


 


Re:3(a)(9) Exchange Agreement


 


Ladies and Gentlemen:


 


This letter agreement (the “Agreement”)
confirms the agreement of Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the
Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have
agreed to exchange an aggregate of 2,575,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the
 “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the
form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 2,575,000 shares of Common
Stock (the “Warrant Shares”) on the terms specified below.


 


In consideration of the foregoing, the Company
and the Stockholders agree as follows:


 


(1)       No
later than the close of business on the first business day after the date hereof (the “Closing Date”) and subject to
the satisfaction or waiver of the conditions set forth herein, the Stockholders shall exchange the Shares for the Warrants (the
 “Exchange”) in the respective amounts listed on Schedule I. The Exchange shall be consummated pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). On the Closing Date: (a) the Company and
the Stockholders shall jointly and irrevocably instruct Computershare Trust Company, N.A. (the “Transfer Agent”) to
cancel the direct registration book-entry statements from the Transfer Agent evidencing the Shares; and (b) the Company shall irrevocably
instruct the Transfer Agent to issue and deliver to the Stockholders the Warrants representing the Warrant Shares, in the amounts
and in the names set forth on Schedule I.


 


(2)       The
Company represents and warrants to each Stockholder as follows:


 


(a)               
Neither the Company nor any of its affiliates nor any person acting on behalf of or for the benefit of any of the forgoing,
has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of
Section 3(a)(9) of the Securities Act and the rules and regulations of the Commission promulgated thereunder) for soliciting the
Exchange.


 


(b)               
It has the requisite corporate power and authority and power to enter into this Agreement and to consummate the Exchange
and such transactions shall not contravene any contractual, regulatory, statutory or other obligation or restriction applicable
to the Company.


 


(c)               
It has reserved a sufficient number of shares of Common Stock as may be necessary to fully permit the exercise of the Warrants
and the issuance of the Warrant Shares, without regard to any beneficial ownership limits set forth in the Warrant.


 






     


     


    

 


(3)       Each
Stockholder, as to itself only, represents and warrants to the Company as follows:


 


(a)               
It has the requisite power and authority to enter into this Agreement and consummate the Exchange and such transactions
shall not contravene any contractual, regulatory, statutory or other obligation or restriction applicable to it.


 


(b)               
It is the record and beneficial owner of, and has valid and marketable title to, the Shares being exchanged by it pursuant
to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance (other than restrictions arising pursuant
to applicable securities laws), and has the absolute and unrestricted right, power and capacity to surrender and exchange the Shares
being exchanged by it pursuant to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance. It is not
a party to or bound by, and the Shares being exchanged by it pursuant to this Agreement are not subject to, any agreement, understanding
or other arrangement (i) granting any option, warrant or right of first refusal with respect to such Shares to any person, (ii)
restricting its right to surrender and exchange such Shares as contemplated by this Agreement, or (iii) restricting any other of
its rights with respect to such Shares.


 


(c)               
Neither it nor any of its affiliates nor any person acting on behalf of or for the benefit of any of the forgoing, has paid
or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of Section
3(a)(9) and the rules and regulations of the Commission promulgated thereunder) for soliciting the Exchange.


 


(4)       The
Stockholders shall pay Company’s reasonable attorneys’ fees and expenses for documentation and negotiation of this
Agreement incurred through the Closing Date, not to exceed ten thousand dollars ($10,000).


 


(5)       This
agreement, and any action or proceeding arising out of or relating to this agreement, shall be exclusively governed by the laws
of the State of New York.


 


(6)       In
the event that any part of this agreement is declared by any court or other judicial or administrative body to be null, void or
unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this agreement
shall remain in full force and effect. In such an event, the Stockholders and the Company shall endeavor in good faith negotiations
to modify this agreement so as to affect the original intent of the parties as closely as possible.


 


(7)       This
Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken
together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties.


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    

 


Please sign to acknowledge agreement with the above terms and
return to the undersigned.


 


	 	Common Stockholder:
	 	 
	 	Biotechnology Value Fund, L.P.
	 	 
	 	By: BVF Partners L.P., General Partner
	 	 
	 	By:	BVF, Inc., General Partner
	 	 
	 	By:	/s/ Mark Lampert
	 	Name:	Mark Lampert
	 	Title:	President


 


	 	Biotechnology Value Fund II,
    L.P.
	 
	 	By: BVF Partners L.P., General Partner
	 	 
	 	By:	BVF,
    Inc., General Partner
	 	 
	 	By:	/s/ Mark Lampert 
	 	Name:	Mark Lampert
	 	Title:	President


 


	 	Biotechnology Value Trading Fund
    OS, L.P.
	 
	 	By: BVF Partners OS, Ltd., General
    Partner
	 
	 	By: BVF Partners L.P., Sole Member
    
	 	 
	 	By:	BVF,
    Inc. General Partner
	 	 
	 	By:	/s/ Mark Lampert 
	 	Name:	Mark Lampert
	 	Title:	President


 


	Acknowledged and agreed to:	 
	 
	Mersana Therapeutics, Inc.	 
	 
	 
	By:	 /s/ Anna Protopapas	 
	Name: Anna Protopapas	 
	Title: President & CEO	 








     


     


    

 


SCHEDULE I


 


	Stockholder	 	Shares of Common Stock 
 to be Exchanged	 	 	Warrant Shares	 
	Biotechnology Value Fund, L.P.	 	 	1,318,000	 	 	 	1,318,000	 
	Biotechnology Value Fund II, L.P.	 	 	1,070,000	 	 	 	1,070,000	 
	Biotechnology Value Trading Fund OS, L.P.	 	 	187,000	 	 	 	187,000	 
	Total	 		2,575,000	 	 		2,575,000	 



 






     


     


    

 


EXHIBIT A


Form of Warrant to Purchase Common Stock