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.
(d) Exhibits
Exhibit No. Description
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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