Sesen Bio, Inc.

245 First Street, Suite 1800

Cambridge, MA 02142

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON ~~WEDNESDAY, JUNE 19, 2019~~MONDAY, MAY 3, 2021

Information About the Annual Meeting and Voting

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors, or the Board, of Sesen Bio, Inc., alternatively referred to herein as “Sesen,” the “Company,” “we” or “us” for use at the ~~2019~~2021 Annual Meeting of Stockholders, or the ~~2019~~2021 Annual Meeting, on ~~Wednesday, June 19, 2019,~~Monday, May 3, 2021, beginning at 8:00 a.m., Eastern Daylight Time, conducted exclusively via live webcast at ~~1735 Market Street, Suite 2300, Philadelphia, PA 19103.~~www.proxydocs.com/SESN. On ~~April 26, 2019,~~March 18, 2021, the record date for the determination of stockholders entitled to vote at the ~~2019~~2021 Annual Meeting, or the Record Date, there were outstanding and entitled to vote an aggregate of ~~77,464,782~~[167,578,637] shares of our common stock, par value $0.001 per share, or common stock. Each share of common stock entitles the record holder thereof to one vote on each of the matters to be voted on at the ~~2019~~2021 Annual Meeting.

On or about May 6, 2019, we intend to begin mailing a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record as of the Record Date, other than to those stockholders who previously requested electronic or paper delivery of proxy materials. The Notice will direct stockholders to a website where they can accessWe are providing our proxy materials ~~including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2018. Stockholders may also view instructions regarding how~~ to ~~vote online or~~record stockholders by ~~telephone. If you would prefer to receive~~sending a ~~paper~~printed copy of ~~our proxy materials, please follow~~ the ~~instructions included in the Notice. If you have previously elected to receive paper copies~~full set of our proxy materials, or ~~to receive our~~the Proxy Materials, consisting of the notice of annual meeting of stockholders, this proxy ~~materials electronically, you will continue to receive~~statement and a proxy card or voting information form by mail. As permitted by Securities and Exchange Commission, or the SEC, rules, we are also providing access to ~~those materials through~~ the ~~method you requested until you elect otherwise.~~Proxy Materials on the Internet.

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.

Due to continuing concerns surrounding the ongoing COVID-19 pandemic, the 2021 Annual Meeting will be a virtual meeting conducted exclusively via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the meeting in person. Instead, you may attend the 2021 Annual Meeting, vote your shares and submit questions electronically during the meeting via live webcast by registering at www.proxydocs.com/SESN.

In order to attend the 2021 Annual Meeting, you must register at www.proxydocs.com/SESN. After completing your registration, you will receive further instructions via email, including a unique link to access to the 2021 Annual Meeting and to vote and submit questions during the Annual Meeting. You will have the ability to submit questions prior to and during the 2021 Annual Meeting. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Please be sure to follow instructions found on your proxy card or voting instruction form.

Technical assistance will be available one hour prior to and during the 2021 Annual Meeting. Information related to technical assistance will be provided in the email with the sign-in instructions. We recommend that you log in at least 15 minutes before the 2021 Annual Meeting to ensure you are logged in when the 2021 Annual Meeting starts.

Voting Methods

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of ~~four ways:~~three ways prior to the 2021 Annual Meeting:

(1) You may vote over the Internet. You may vote your shares by following the ~~“Vote by Internet”~~ instructions in ~~the Notice or on~~ the enclosed proxy card. ~~If you vote over the Internet, you do not need to vote by telephone, by completing and mailing your proxy card or by voting in person at the 2019 Annual Meeting.~~

(2) You may vote by telephone. You may vote your shares by following the ~~“Vote by Phone”~~ instructions in ~~the Notice or on~~ the enclosed proxy card. ~~If you vote by telephone, you do not need to vote over the Internet, by completing and mailing your proxy card or by voting in person at the 2019 Annual Meeting.~~

(3) You may vote by mail. ~~If you received (or requested to receive) a printed copy of the proxy materials, you~~You may vote by completing, dating and signing the proxy card and promptly mailing it in the postage-paid envelope provided. ~~If you vote by mail, you do not need to vote over the Internet, by telephone or by voting in person at the 2019 Annual Meeting.~~

~~(4)~~ You may also vote ~~in person.~~ ~~If you attend~~during the ~~2019~~2021 Annual Meeting through www.proxydocs.com/SESN. To be admitted to the 2021 Annual Meeting and vote your shares, you ~~may vote by delivering~~must register and provide the control number as set forth on the proxy card. After completing your ~~completed proxy card in person or~~registration, you ~~may vote by completing~~will receive further instructions via email, including a ~~ballot at~~unique link to access the ~~2019~~2021 Annual Meeting. ~~Ballots will be available at the 2019 Annual Meeting. Any vote cast at the 2019 Annual Meeting will serve to revoke any prior vote made by Internet, telephone or mail.~~

All proxies that are executed or are otherwise submitted over the Internet or by telephone will be voted on the matters set forth in ~~the accompanying Notice~~this proxy statement in accordance with the stockholders’ instructions. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with ~~the~~our Board's recommendations on such proposals as set forth in this proxy statement.

After you have submitted a proxy, you may still change your vote and revoke your proxy ~~prior to the 2019 Annual Meeting~~ by doing any one of the following things:

•submitting a new proxy via the Internet or phone by following the ~~“Vote by Internet” or “Vote by Phone”~~ instructions ~~in the Notice or~~ on the enclosed proxy ~~card up until 11:59 p.m., Eastern Daylight Time, the day before the 2019 Annual Meeting;~~card;

•signing another proxy card and ~~either~~ arranging for delivery of that proxy card by mail by 11:59 p.m., Eastern Daylight Time, the day before the ~~2019~~2021 Annual ~~Meeting, or by delivering that signed proxy card in person at the 2019 Annual~~ Meeting;

•giving our Corporate Secretary a written notice before ~~or at~~ the ~~2019~~2021 Annual Meeting that you want to revoke your proxy; or

•voting ~~in person at~~during the ~~2019~~2021 Annual ~~Meeting.~~

Meeting through www.proxydocs.com/SESN. Your attendance at the ~~2019~~2021 Annual Meeting alone will not revoke your proxy.

We will count your vote in accordance with the last instruction we receive from you prior to the closing of the polls, whether your instruction is received by Internet, phone, mail, or at the 2021 Annual Meeting.

Shares Held in Street Name

If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which, for convenience, we collectively refer to in this proxy statement as a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, change your vote or revoke your instructions, you will need to follow the directions your brokerage firm provides you. Many brokerage firms also offer the option of providing for voting over the Internet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Because most brokerage firms are member organizations of the New York Stock Exchange, or NYSE, the rules of the NYSE will likely govern how your brokerage firm would be permitted to vote your shares in the absence of instruction from you. Under the current rules of the NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The approval of an amendment to our Restated Certificate of Incorporation to increase the number of shares of our common stock (Proposal 2) and the ratification of Ernst & Young LLP as our independent registered public accounting firm (Proposal ~~3) is~~5) are each considered to be a discretionary ~~item~~items under the NYSE rules, and your brokerage firm will be able to vote on ~~this item~~these items even if it does not receive instructions from you, so long as it holds your shares in its name. The election of ~~class II~~Class I directors (Proposal 1) ~~and~~, the approval of an amendment to our 2014 Incentive Plan (Proposal 2)3), the approval of an amendment to our 2014 ESPP (Proposal 4) and the approval of the compensation of our named executive officers (Proposal 6) are ~~each~~all a “non-discretionary” items, meaning that if you do not instruct your brokerage firm on how to vote with respect to ~~Proposal~~Proposals 1, 3, 4 or ~~Proposal 2,~~6, your brokerage firm will not vote with respect to ~~those proposals~~such proposal and your shares will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

If your shares are held in street name, you are also invited to attend and vote your shares at the Annual Meeting live via webcast at www.proxydocs.com/SESN. After completing your registration, you will receive further instructions via email, including a unique link to access the 2021 Annual Meeting. As part of the registration process, you must ~~bring an~~enter the control number located on your voting instruction form. You will also need to provide the registered name on your account ~~statement~~and the name of your broker, bank or other nominee as part of the registration process. You may be instructed to obtain a legal proxy from your ~~brokerage firm showing that you are the beneficial owner~~broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

If your shares ~~as of~~are held in street name, you must follow the ~~Record Date in order~~instructions provided by your broker, bank or nominee to ~~be admitted to~~revoke your voting instructions, or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the ~~2019 Annual Meeting. To be able~~right to vote your shares ~~held in street name~~ at the ~~2019~~2021 Annual Meeting, by attending the 2021 Annual Meeting and voting through www.proxydocs.com/SESN.

Submitting Questions

You will have the ability to submit questions prior to and during the 2021 Annual Meeting. During a designated question and answer period at the 2021 Annual Meeting, we will respond to appropriate questions submitted by stockholders. We will answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate.If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Stockholder List

We will make a list of stockholders eligible to vote at the 2021 Annual Meeting available electronically on the virtual meeting website during the meeting for those attending the 2021 Annual Meeting, and for ten days prior to the 2021 Annual Meeting, at our offices at 245 First Street, Suite 1800, Cambridge, MA 02142. Please contact our Corporate Secretary at (617) 444-8550 if you ~~will need~~wish to ~~obtain a proxy card from~~inspect the ~~holder~~list of ~~record.~~stockholders eligible to vote at the 2021 Annual Meeting prior to the 2021 Annual Meeting.

Quorum

The holders of ~~38,732,392~~[83,789,320] shares of our common stock, representing a majority in the voting power of the shares of our common stock issued and outstanding and entitled to vote at the ~~2019~~2021 Annual Meeting, present or represented by proxy, will constitute a quorum for the transaction of business at the ~~2019~~2021 Annual Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the ~~2019~~2021 Annual Meeting. Stockholders who participate the 2021 Annual Meeting via the live webcast will be deemed present for purposes of the quorum requirement.

Votes Required

The following votes are required for approval of the proposals being presented at the ~~2019~~2021 Annual Meeting:

Proposal 1: To ~~elect two class II directors.~~Elect Class I Directors. The two nominees for director receiving the highest number of votes “FOR” election will be elected as directors. This is called a plurality.

Proposal 2: To approve an amendment to our Restated Certificate of ~~our 2014 Plan~~Incorporation to ~~(i)~~ increase the number of authorized shares ~~reserved for issuance under our 2014 Plan by 7,908,972 shares (ii) and eliminate the “evergreen” or automatic replenishment provision~~ of ~~the 2014 Plan pursuant~~common stock from 200,000,000 to ~~which the number of shares authorized for issuance under the 2014 Plan is automatically increased on an annual basis.~~ 400,000,000. The affirmative vote of a majority of our issued and outstanding shares of common stock is required to approve the amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

Proposal 3: To approve an amendment to our 2014 Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2014 Incentive Plan by 12,000,000 shares of common stock. The affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast ~~in person~~by the holders of all shares of common stock present or represented by proxy at the ~~2019~~2021 Annual Meeting and entitled to vote on the matter is required to approve the amendment to our 2014 Incentive Plan.

Proposal 3:4: To approve an amendment to our 2014 ESPP to increase the number of shares of common stock reserved for issuance under the 2014 ESPP by 2,300,000 shares. The affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all shares of common stock present or represented by proxy at the 2021 Annual Meeting and entitled to vote on the matter is required to approve the amendment to our 2014 ESPP.

Proposal 5: To ratify the selection of Ernst & Young LLP as ~~our~~the Company's independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2021. The affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all shares ~~cast in person~~of common stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.

Proposal 6: To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, or Say-on-Pay. The affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by holders of all shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to approve, on an advisory basis, the compensation of our named executive officers.

Broker non-votes and abstentions with respect to a proposal are counted as present or represented by proxy for purposes of establishing a quorum. If a quorum is present, votes to withhold will have no effect on the outcome of the votes on Proposal 1

~~(election~~ (election of directors)~~, but abstentions~~ Abstentions will count as votes against Proposal 2 (approval of an amendment to our ~~2014 Plan) and~~Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000), but will no effect on the outcome of Proposal 3 (approval of an amendment to our 2014 Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2014 Incentive Plan by 12,000,000 shares of common stock), Proposal 4 (approval of an amendment to our 2014 ESPP to increase the number of shares of common stock reserved for issuance under the 2014 ESPP by 2,300,000 shares of common stock), Proposal 5 (ratification of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year) and Proposal 6 (Say-on-Pay). Broker non-votes will have no effect on the outcomes of Proposal 1 Proposal 23, Proposal 4 or Proposal 3.6.

All outstanding shares of our common stock represented by valid and unrevoked proxies received in time for the ~~2019~~2021 Annual Meeting will be voted. With respect to the election of directors, a stockholder may (i) vote for the election of ~~all of~~ the ~~named director nominees, (ii) withhold authority to vote for all such~~ director nominees, or ~~(iii) vote for the election of one or more director nominees and~~(ii) withhold authority to vote for one or ~~more nominee directors.~~both director nominees.

The proposals ~~(x)~~(A) to approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000, (B) to approve an amendment to our 2014 Incentive Plan to ~~(i)~~ increase the number of shares ~~reserved for issuance under our 2014 Plan by 7,908,972 shares and (ii) eliminate the "evergreen" or automatic replenishment provision~~ of ~~the 2014 Plan pursuant to which the number of shares authorized~~common stock reserved for issuance under the 2014 Incentive Plan ~~is automatically increased on~~by 12,000,000 shares of common stock, (C) to approve an ~~annual basis, and (y)~~amendment to our 2014 ESPP to increase the number of shares of common stock reserved for issuance under the 2014 ESPP by 2,300,000 shares of common stock, (D) to ratify Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019~~2021, and (E) to approve, on a non-binding advisory basis, the compensation of our named executive officers, each allow stockholders to (i) vote “FOR” the matter, (ii) vote “AGAINST” the matter, or (iii) “ABSTAIN” from voting on the matter.

Shares will be voted on each proposal as instructed in the accompanying proxy. However, if no instructions are given on a validly signed and returned proxy (other than with respect to broker non-votes), the shares will be voted in accordance with ~~the Company’s~~our Board’s recommendations as follows: (i) “FOR” the election of the named director nominees; (ii) “FOR” approval of the amendment to the our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000, (ii) "FOR" approval of an amendment to our 2014 Incentive Plan to ~~(A)~~ increase the number of shares ~~reserved for issuance under our 2014 Plan by 7,908,972 shares and (B) eliminate the "evergreen" or automatic replenishment provision~~ of ~~the 2014 Plan pursuant to which the number of shares authorized~~common stock reserved for issuance under the 2014 Incentive Plan ~~is automatically increased on~~by 12,000,000 shares of common stock, (iii) "FOR" approval of an ~~annual basis; and (iii)~~amendment to our 2014 ESPP to increase the number of shares of common stock reserved for issuance under the 2014 ESPP by 2,300,000 shares of common stock, (iv) “FOR” ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2021, and (v) “FOR” the Say-on-Pay proposal.

~~We intend to first make available this~~This proxy statement ~~the enclosed~~and accompanying form of proxy card ~~and our Annual Report on Form 10-K for the year ended December 31, 2018,~~are first being mailed or ~~the 2018 Annual Report,~~given to stockholders on or about ~~May 6, 2019.~~March ___, 2021.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on ~~Wednesday, June 19, 2019:~~Monday, May 3, 2021:

This proxy statement and our ~~2018~~2021 Annual Report are available at www.proxydocs.com/SESN

for viewing, downloading and printing.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Sesen Bio, Inc., 245 First Street, Suite 1800 Cambridge, MA 02142, Attention: Corporate Secretary, Telephone: (617) 444-8550.

CORPORATE GOVERNANCE

Board of Directors

Members of Our Board of Directors

The following table sets forth the name and age of each of our directors as of ~~May 6, 2019.~~March 15, 2021.

Name

Age

Position

Thomas R. Cannell, D.V.M.

5759

President and Chief Executive Officer and Director

~~Wendy Dixon, Ph.D.(1)~~Jay S. Duker, M.D.(2)(3)

6362

Chair of the Board of Directors

~~Leslie~~Carrie L. ~~Dan, B.Sc., Phm., M.B.A., C.M.~~

~~Director~~

~~Jay S. Duker, M.D.~~Bourdow(1)(3)

6058

Director

Jane V. Henderson(1)(2)(3)

5355

Director

~~Daniel S. Lynch(1)~~Jason A. Keyes(1)(2)

6149

Director


~~(1)~~	~~Member of the Audit Committee.~~


~~(2)~~	~~Member of the Compensation Committee.~~


~~(3)~~	~~Member of the Nominating and Corporate Governance Committee.~~

(1)Member of our audit committee.

(2)Member of our compensation committee.

(3)Member of our nominating and corporate governance committee.

Thomas R. Cannell, D.V.M. has served as our President and Chief Executive Officer since August 2018. Prior to joining us, Dr. Cannell served as Orexigen Therapeutics, Inc.’s Chief Operating Officer & President of Global Commercial Products from July 2016 to July 2018, and as its Chief Commercial Officer from March 2015 to June 2016. While at Orexigen, Dr. Cannell led the successful commercialization and profitability of ~~Contrave®~~Contrave®. Orexigen filed a voluntary petition for Chapter 11 bankruptcy in March 2018. Prior to Orexigen, Dr. Cannell spent 27 years with Merck & Co., Inc., where he held senior leadership positions in global commercialization, consumer marketing, and sales operations and management for both development-stage programs and approved marketed products. While with Merck, he served as ~~Head of Global Operating Model from October 2014 to January 2015,~~ President and Managing Director of Merck Canada from December 2012 to October 2014, and Chief Marketing Officer & Chief Strategy Officer for MSD Japan, a subsidiary of Merck & Co., from 2010 to 2012 where he was responsible for setting up a long-standing strategic process and plan, managed a multi-billion-dollar product portfolio and oversaw thousands of employees. In addition, he designed and successfully piloted an innovative, customer-centric commercial model for Merck’s U.S. business. Dr. Cannell received his DVM degree from Washington State University. We believe that Dr. Cannell's perspective and history as our President and Chief Executive Officer, and asthe breadth and depth of his ~~extensive commercial and marketing~~industry experience, qualify him to serve on our Board of Directors.

~~Wendy L. Dixon, Ph.D.~~ has served as the Chair of our Board since December 2016 and as a member of our Board since October 2014. Dr. Dixon has been the President of Great Meadow Consulting, L.L.C., a life science consulting firm, since July 2009. Additionally, Dr. Dixon has been an advisor to the Mellon Group since August 2014 and was a Senior Advisor to The Monitor Group, now Deloitte Consulting LLP, a consulting firm, from November 2010 to January 2012. Dr. Dixon has also been a member of the Industry Advisory Board of Longitude Capital, a venture capital firm, since March 2015. From 2001 to 2009, Dr. Dixon was the Chief Marketing Officer and President, Global Marketing for Bristol-Myers Squibb, where she served on the Executive Committee. From 1996 to 2001, she was the Senior Vice President, Marketing at Merck & Co., and prior to that, she held executive management positions at West Pharmaceuticals, Inc., Osteotech, Inc. (subsequently acquired by Medtronic Inc.) and Centocor Biotech, Inc. (now Janssen Biotech, Inc.) and various positions at SmithKline and French (now GlaxoSmithKline) in marketing, regulatory affairs, project management and as a biochemist. Dr. Dixon has served on the board of directors of Alkermes plc (Nasdaq: ALKS) since January 2011, Incyte Corporation (Nasdaq: INCY) since May 2010, bluebird bio, Inc. (Nasdaq: BLUE) since May 2013, and Voyager Therapeutics, Inc. (Nasdaq: VYGR) since January 2017, and was formerly on the boards of Ardea Biosciences, when Ardea was acquired by AstraZeneca plc in 2012, Furiex Pharmaceuticals, when Furiex was acquired by Actavis plc in 2014, Dentsply International and Orexigen Therapeutics, Inc. (Nasdaq: OREX). Dr. Dixon received a B.S. and a M.S. in Natural Science and a Ph.D. in Biochemistry from the University of Cambridge (UK). We believe that Dr. Dixon is qualified to serve on our Board because of her extensive executive leadership experience in and knowledge of the life sciences industry, as well as her extensive corporate governance experience from serving on numerous boards of directors in the life sciences industry.

~~Leslie L. Dan, B.Sc. Phm., M.B.A., C.M.~~ has served as a member of our Board since September 2016 and is the founder of Viventia. He was appointed the chair of Viventia’s board of directors in January 2013 and served as Viventia's President and Secretary from 2012 to 2015. Mr. Dan also founded Novopharm (now known as Teva Canada Limited) in 1964, now a wholly-owned subsidiary of Teva Pharmaceuticals Industries Limited, and has served on Teva Canada’s board of directors as Chairman since 2000. Mr. Dan also served on the board of directors of Draxis Health Inc. (now known as Draxis Specialty

Pharmaceuticals Inc.), a provider of sterile products, non-sterile products and radiopharmaceuticals, from 1993 to 2003, and on the board of directors of Teva Israel from 2001 to 2007. Mr. Dan graduated from the University of Toronto with a B.Sc. Phm. and an M.B.A. He has also received honorary doctorates from the University of British Columbia, Dalhousie University, York University and the University of Toronto. We believe that Mr. Dan is qualified to serve on our Board because of his extensive executive leadership experience in and knowledge of the life sciences industry, as well as his extensive knowledge of our business as a founder of Viventia.

Jay S. Duker, M.D. has served as a member of our Board since January ~~2015.~~2015 and Chairman of the Board since February 2020. Dr. Duker has served in varying capacities at the New England Eye Center (NEEC) since January 1992, most recently as Director since 2001. HeDr. Duker has ~~also been~~served as the Chief Strategic Scientific Officer of EyePoint Pharmaceuticals, Inc. (Nasdaq: EYPT)since July 2020.Dr. Duker is Professor and Chairman of the Department of Ophthalmology at Tufts Medical Center and the Tufts University School of ~~Medicine since 2003.~~Medicine. He has published more than ~~300~~350 journal articles, with his major research interests including retinal imaging, in particular optical coherence tomography (OCT), retinal vascular diseases, and drug delivery to the posterior segment. His book, Yanoff and Duker’s Ophthalmology, is one of the bestselling ophthalmic texts over the past decade. Dr. Duker is the co-founder of three companies, including Hemera Biosciences, a clinical stage biotech ~~start-up~~company whose focus is a gene therapy based treatment for age-related macular degeneration. Dr. Duker ~~has~~ served on the board of directors of EyePoint Pharmaceuticals, Inc. ~~(Nasdaq: EYPT), formerly pSivida Corp., since~~from September ~~2016.~~2016 to December 2020. Dr. Duker received an A.B. from Harvard University and a M.D. from the Jefferson Medical College at Thomas Jefferson University. We believe that Dr. Duker is qualified to serve on our Board because of his extensive clinical and academic experience, his medical knowledge and as a co-founder of other life sciences companies.

Jane V. Henderson has served as a member of our Board since October 2013. Ms. Henderson has served as the Chief Financial Officer of Adagio Therapeutics since December 2020.Previously, Ms. Henderson served as the Chief Financial Officer of Turnstone Biologics ~~since~~from July 2018 ~~Previously, Ms Henderson served~~to December 2020 and as the Chief Financial Officer and Senior Vice President of Corporate Development of Voyager Therapeutics, Inc., a biopharmaceutical company, from January 2017 to July 2018. Ms. Henderson served as the Senior Vice President, Chief Financial and Business Officer of Kolltan Pharmaceuticals, Inc., a biopharmaceutical company, from February 2013 to November 2016, when Kolltan Pharmaceuticals was acquired by Celldex Therapeutics, Inc. Prior to joining Kolltan Pharmaceuticals, Ms. Henderson served as the Vice President, Business Development of ISTA Pharmaceuticals, Inc., an eye care company, from June 2010 to June 2012, when ISTA Pharmaceuticals

was acquired by Bausch + Lomb Incorporated. Prior to joining ISTA Pharmaceuticals, Ms. Henderson served as the Executive Vice President, Chief Financial Officer and Head of Business Development of Axerion Pharmaceuticals, Inc., a pharmaceutical company, from September 2009 to June 2010, provided independent consulting services from February 2009 to September 2009 and served as the Executive Vice President, Chief Financial Officer and Chief Business Officer of Panacos Pharmaceuticals, Inc., a pharmaceutical company, from January 2008 to February 2009. Prior to that, Ms. Henderson served in a variety of senior investment banking roles at HSBC Holdings plc, Canadian Imperial Bank of Commerce, Lehman Brothers and Salomon Brothers. Ms. Henderson currently serves on the ~~boards~~board of directors of IVERIC bio, Inc. (Nasdaq: ISEE), formerly Ophthotech Corporation, where she also serves as Chair of the Audit ~~Committee;~~Committee, and on the board of directors of Akero Therapeutics, Inc. (Nasdaq: AKRO), where she serves as Chair of the Audit Committee and Chair of the Nominating and Corporate Governance Committee. Ms. Henderson received a B.S. in Psychology from Duke University. We believe that Ms. Henderson is qualified to serve on our Board because of her extensive executive leadership experience in and knowledge of the life sciences industry and her extensive finance background as a chief financial officer for over ~~ten~~twelve years and as an investment banker for ~~over~~ twenty years.

~~Daniel S. Lynch~~Carrie L. Bourdow has served as a member of our Board since ~~December 2013 and as the Chair of our Board from December 2013 to December 2016. Mr. Lynch~~February 2020. Ms. Bourdow has served as the President, Chief Executive Officer and a venture partner at Third Rock Ventures, a venture capital firm, from May 2013 until December 2016, and as an entrepreneur-in-residence from May 2011 to May 2013. Since 2005, Mr. Lynch has served on the boardsmember of ~~directors of several life sciences companies, including on~~ the board of directors of ~~bluebird bio,~~Trevena, Inc. (Nasdaq: ~~BLUE)~~TRVN) since ~~2011~~October 2018. Prior to her role as Chief Executive Officer, Ms. Bourdow joined Trevena as Senior Vice President and ~~as chairman~~Chief Commercial Officer in May 2015 and was appointed Executive Vice President and Chief Operating Officer in January 2018. Prior to joining Trevena, Ms. Bourdow was Vice President of ~~the board~~Marketing at Cubist Pharmaceuticals, Inc., from May 2013 until its acquisition by Merck & Co., Inc. in May 2015. At Cubist, Ms. Bourdow led launch strategy, marketing, reimbursement, and operations for products totaling over $1 billion in annual revenues. Prior to Cubist, Ms. Bourdow served for more than 20 years at Merck & Co., Inc., where she held positions of ~~directors for Blueprint Medicines Corp. (Nasdaq: BPMC) since 2012~~increasing responsibility across commercial functions and ~~as chairman of the board of Surface Oncology since (Nasdaq: SURF) since 2016. Previously, Mr. Lynch~~therapeutic areas. Since June 2017, she has served on the board of directors of ~~DNIB Unwind, Inc. (formerly BIND~~Nabriva Therapeutics ~~Inc.) from 2012 until its acquisition by Pfizer Inc. Prior~~plc. (Nasdaq: NBRV), a publicly traded biopharmaceutical company. We believe that Ms. Bourdow is qualified to ~~that,~~serve on our Board because of her extensive executive leadership experience, and her nearly thirty years of pharmaceutical industry experience.

Jason A. Keyes has served as a member of our Board since February 2020. Mr. ~~Lynch~~Keyes has served as the Chief Financial Officer of Equillium, Inc. (Nasdaq: EQ) since March 2018. Prior to joining Equillium, he was Executive Vice President and ~~then the~~ Chief ~~Executive~~Financial Officer of ~~ImClone Systems~~Orexigen Therapeutics, Inc. from June 2016 to February 2018 where he played a key role in setting the business and financial strategy for the global commercialization of the product portfolio. Prior to his role as Chief Financial Officer, Mr. ~~Lynch received~~Keyes, held the position of Vice President, Finance at Orexigen from February 2015 to June 2016. Orexigen filed a ~~B.A.~~voluntary petition for Chapter 11 bankruptcy in ~~Mathematics~~March 2018. Before that, Mr. Keyes held positions of increasing responsibility at Amylin Pharmaceuticals, Inc., a publicly-held biopharmaceutical company, from ~~Wesleyan University~~August 2007 until January 2013. Earlier in his career, Mr. Keyes held leadership positions in finance and corporate strategy at Amgen, Inc., a ~~M.B.A. from~~publicly-held biopharmaceutical company, and Baxter Healthcare Corporation, a publicly-held healthcare company. Over his career, Mr. Keyes has been responsible for leading financial planning across the ~~Darden Graduate School of Business Administration at the University of Virginia.~~biotechnology value chain, managing investor relations, raising capital, and driving business development. We believe that Mr. ~~Lynch~~Keyes is qualified to serve on our Board because of his ~~senior~~extensive executive leadership experience in and knowledge of the life sciences industry and his finance background, including his experience ~~in private equity investing in life sciences companies and his extensive corporate governance experience through service on the boards of directors of other life sciences companies.~~as a public company chief financial officer.

Board Composition

Our Board is currently authorized to have ~~six~~five members and currently consists of ~~six~~five members. Our Board is divided into three classes, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•the ~~class~~Class I directors are ~~Leslie L. Dan and~~ Thomas R. Cannell and ~~their~~Carrie L. Bourdow, and each such director’s term expires at the 2021 Annual Meeting;

•the Class II directors are Jay S. Duker and Jason A. Keyes, and each such director’s term expires at our annual meeting of stockholders to be held in ~~2021;~~

2022, or the ~~class II directors are Jay S. Duker and Wendy Dixon, and their term expires at the 2019~~2022 Annual Meeting; and

•the ~~class III directors are~~Class I director is Jane V. Henderson, and ~~Daniel S. Lynch, and their~~her term expires at our annual meeting of stockholders to be held in ~~2020.~~2023.

Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our directors may be removed only for cause by the affirmative vote of the holders of 75% or more of our voting stock.

Board Determination of Independence

Our Board observes all applicable criteria for independence established by the rules of the Nasdaq Stock Market, or the Nasdaq Stock Market Rules, and other governing laws and applicable regulations, including the requirement that a majority of our

directors be independent as defined under the Nasdaq Stock Market Rules. Under Rule 5605(a)(2) of the Nasdaq Stock Market Rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that all of our directors with the ~~exceptions~~exception of ~~Mr. Dan and~~ Dr. Cannell are independent as defined under the Nasdaq Stock Market Rules.

In addition, the Nasdaq Stock Market Rules require that, subject to specified exceptions, (i) each member of our audit and compensation committees be independent; (ii) each member of our audit committee satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act; and (iii) each member of our compensation committee satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of our audit committee may not, other than in his or her capacity as a member of the audit committee, the Board, or any other Board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries; or (2) be an affiliated person of us or any of our subsidiaries. In addition, Rule 10C-1 under the Exchange Act requires that, with respect to the independence of each member of our compensation committee, our Board consider all factors specifically relevant to determining whether a director has a relationship with us which is material to that director’s ability to be independent from management in connection with his or her duties as a compensation committee member, including, but not limited to: (1) the source of his or her compensation as a director, including any consulting, advisory or other compensatory fee paid by us to him or her; and (2) whether he or she is affiliated with us or any of our subsidiaries or affiliates.

Our Board has also determined that: (i) Ms. Henderson, Mr. ~~Lynch~~Keyes and ~~Dr. Dixon,~~Ms. Bourdow, who comprise our audit committee; and (ii) Mr. Duker, Ms. Henderson and Mr. ~~Lynch and Dr. Dixon,~~Keyes, who comprise our compensation committee, each satisfy the independence standards for those committees established by the applicable rules and regulations under the Exchange Act and the Nasdaq Stock Market Rules. In addition, each member of our nominating and corporate governance committee is independent as defined under the Nasdaq Stock Market Rules. In making such determination, our Board considered the relationships that each such non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining independence.

No director is related to any of our other directors or executive officers and there are no arrangements or understandings between a director and any other person pursuant to which such person was elected as ~~director, except for Mr. Dan who was originally appointed to our Board as a condition to the closing of our acquisition of Viventia in 2016.~~director.

How Our Board Is Organized

Board Leadership Structure

The positions of chair of the Board and chief executive officer are presently separated at our company. The duties of the chair of the Board include the following:

•chairing meetings of our Board and of the independent directors in executive session;

•meeting with any director who is not adequately performing his or her duties as a member of our Board or any committees thereof;

•facilitating communications between other members of our Board and the chief executive officer;

•determining the frequency and length of Board meetings and recommending when special meetings of our Board should be held;

•preparing or approving the agenda for each Board meeting; and

•reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our Board.

Our Board decided to separate the roles of chair and chief executive officer because it believes that a bifurcated leadership structure offers the following benefits:

•increasing the independent oversight of our company and enhancing our Board’s objective evaluation of our chief executive officer;

•freeing the chief executive officer to focus on company operations instead of board administration;

•providing the chief executive officer with an experienced sounding board;

•providing greater opportunities for communication between stockholders and our Board;

•enhancing the independent and objective assessment of risk by our Board; and

•providing an independent spokesperson for our company.

Board Committees

Our Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which operates under a charter that has been approved by our Board. Copies of the committee charters are posted on the Investor Relations section of our website, which is located at www.sesenbio.com.

Audit Committee

The members of our audit committee are Ms. Henderson, ~~Dr. Dixon~~Mr. Keyes and ~~Mr. Lynch.~~Ms. Bourdow. Ms. Henderson chairs our audit committee. Our audit committee’s responsibilities include:

•appointing, approving the compensation of, and assessing the independence of, our registered public accounting firm;

•overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports and other communications from such firm;

•reviewing and discussing with management and our independent registered public accounting firm (x) our annual and quarterly financial statements and related disclosures (including any interim financial statements to be included in our periodic disclosures filed with the SEC); (y) our earnings press releases; and (z) litigation or other legal matters that could have a significant impact on our financial results;

•monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•overseeing our internal audit function;

•overseeing our risk assessment and risk management policies;

•establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•meeting independently with our internal auditing staff, if applicable, and our independent registered public accounting firm and management;

•reviewing and approving or ratifying any related person transactions;

•preparing the audit committee report required by SEC rules; and

•conducting a periodic self-assessment of the audit committee and its charter.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Our Board has determined that each of Ms. Henderson, Mr. Keyes and ~~Mr. Lynch~~Ms. Bourdow is an “audit committee financial expert” as defined in applicable SEC rules and that each qualifies as independent as defined under the applicable Nasdaq ~~rules.~~Stock Market Rules.

The audit committee met five times during ~~2018.~~2020.

Compensation Committee

The members of our compensation committee are Dr. ~~Dixon,~~Duker, Ms. Henderson and Mr. ~~Lynch.~~Keyes. Dr. ~~Dixon~~Duker chairs our compensation committee. Our compensation committee’s responsibilities include:

•reviewing and approving, or making recommendations to our Board with respect to, the compensation of our chief executive officer and our other executive officers;

•overseeing an evaluation of our senior executives, including the establishment of corporate goals and objectives applicable to our chief executive officer and our other executive officers;

•reviewing and approving, or making recommendations to our Board with respect to, the terms of any binding offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, severance agreements, indemnification agreements or other material compensatory agreements with our chief executive officer or our other executive officers;

•overseeing and administering our cash and equity incentive plans;

•retaining the services, following the determination of independence under applicable Nasdaq Stock Market Rules and Exchange Act rules, of our compensation consultant, as well as overseeing and considering the recommendations of our compensation consultant;

•reviewing and making recommendations to our Board with respect to director compensation;

•establishing, if deemed advisable by our Board, stock ownership guidelines for our chief executive officer, directors and other executive officers;

•reviewing and discussing annually with management our compensation disclosure required by SEC rules;

•preparing the compensation committee report required by SEC rules; and

•conducting a periodic self-assessment of the compensation committee and its charter.

The processes and procedures followed by our compensation committee in considering and determining executive and director compensation are described below under “Board Processes-Executive and Director Compensation Processes.” In addition to the Board’s independence determination, our Board has determined that each member of our compensation committee is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

The compensation committee met ~~nine~~three times during ~~2018.~~2020.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are ~~Mr. Lynch~~Dr. Duker, Ms. Henderson and Ms. ~~Henderson. Mr. Lynch~~Bourdow. Dr. Duker chairs our nominating and corporate governance committee. Our nominating and corporate governance committee’s responsibilities include:

•identifying individuals qualified to become members of our Board;

•recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

•reviewing and making recommendations to our Board with respect to our Board leadership structure;

•reviewing and making recommendations to our Board with respect to management succession planning;

•reviewing and making recommendations to our Board with respect to the adequacy of our ~~certificate~~Restated Certificate of ~~incorporation~~Incorporation and ~~by-laws;~~Amended and Restated By-laws;

•developing and recommending to our Board corporate governance ~~principles;~~guidelines;

•overseeing a periodic evaluation of our Board; and

•conducting a periodic self-assessment of the nominating and corporate governance committee and its charter.

The nominating and corporate governance committee ~~met one time during 2018.~~did not hold any formal meetings in 2020 and acted by unanimous written consent twice in 2020.

At the ~~2019~~2021 Annual Meeting, stockholders will be asked to consider the election of Dr. ~~Dixon~~Cannell and ~~Dr. Duker.~~Ms. Bourdow.

Board Meetings and Attendance

Our Board met ~~five~~eleven times during ~~2018.~~2020. During ~~2018,~~2020, each director attended at least 75% of the aggregate of total the number of Board meetings and the number of meetings held by all committees of the Board on which he or she then served.

Our directors are encouraged to attend our annual meetings of stockholders. At the annual meeting of stockholders held in ~~2018, all eight~~2020, three of the five directors then in office were in attendance.

Board Processes

Oversight of Risk

Our Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our Board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our audit committee oversees risk management activities related to financial controls and legal and compliance risks; our nominating and corporate governance committee oversees risk management activities relating to Board composition and management succession planning; and our compensation committee oversees risk management activities relating to our compensation policies and practices. Each committee reports to the full Board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full Board discusses particular risks.

Executive Sessions

Executive sessions of our independent directors are held at each regularly scheduled meeting of our Board and at other times they deem necessary. Our Board’s policy is to hold executive sessions both with and without the presence of management. Our Board committees also generally meet in executive session at the end of each committee meeting.

Director Nomination Process

The process followed by our nominating and corporate governance committee and our Board to identify and evaluate director candidates may include requests to Board members and others for recommendations, evaluation of the performance on our Board and its committees of any existing directors being considered for nomination, consideration of biographical information and background material relating to potential candidates and, particularly in the case of potential candidates who are not then serving on our Board, interviews of selected candidates by members of our nominating and corporate governance committee and our Board.

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, our nominating and corporate governance committee and our Board apply the criteria set forth in our corporate governance guidelines described below under “Corporate Governance ~~Guidelines”.~~Guidelines.” Consistent with these criteria, our nominating and corporate governance committee and our Board expect every nominee to have the following attributes or characteristics, among others: integrity, honesty, adherence to high ethical standards, business acumen, good judgment and a commitment to understand our business and industry.

~~Each of the~~The director nominees, isDr. Cannell and Ms. Bourdow, are currently ~~a member~~members of our Board. The nominee biographies under “Board of ~~Directors—~~Directors - Members of Our Board of Directors” indicate the experience, qualifications, attributes and skills of each of our ~~current directors~~director nominees that led our nominating and corporate governance committee and our Board to conclude hethat each of Dr. Cannell and Ms. Bourdow should continue to serve as a member of our Board. Our nominating and corporate governance committee and our Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and that the nominees as a group possess the skill sets and specific experience desired of our Board as a whole.

Our nominating and corporate governance committee and our Board consider the value of diversity when selecting nominees, and believe that our Board, taken as a whole, should embody a diverse set of skills, experiences and abilities. Our nominating and corporate governance committee and our Board do not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

Stockholders may recommend individuals for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, to our Corporate Secretary at Sesen Bio, Inc., 245 First Street, Suite 1800, Cambridge, MA 02142, Attention: Corporate Secretary. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our ~~by-laws~~Amended and Restated By-laws and must be received by us no later than the date referenced below in “Other Matters—Deadline for Submission of Stockholder Proposals for ~~2020~~the 2022 Annual ~~Meeting of Stockholders.~~Meeting.” Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee and our Board will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under our ~~by-laws~~Amended and Restated By-laws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or our Board, by following the procedures set forth under “Other Matters—Deadline for Submission of Stockholder Proposals for ~~2020~~the 2022 Annual ~~Meeting of Stockholders.~~Meeting.”

Communications with Stockholders

Our management will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders may communicate with our management by writing to our Corporate Secretary at Sesen Bio, Inc., Attention: Corporate Secretary, 245 First Street, Suite 1800, Cambridge, MA 02142, or by calling (617) 444-8550. Additional information about contacting our Board or management is available on the Investor Relations section of our website, which is located at www.sesenbio.com.

In addition, stockholders who wish to communicate with our entire Board may do so by writing to Dr. ~~Wendy Dixon,~~Jay S. Duker, Chair of the Board, Sesen Bio, Inc., 245 First Street, Suite 1800, Cambridge, MA 02142. Communications will be forwarded to other

directors if they relate to substantive matters that the Chair of the Board, in consultation with our legal counsel, considers appropriate for attention by the other directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances or matters as to which we tend to receive repetitive or duplicative communications.

Executive and Director Compensation Processes

Our executive compensation program is administered by the compensation committee of our Board, subject to the oversight ~~and approval~~ of our full Board. Our compensation committee reviews our executive compensation practices on an annual basis and based on this review makes recommendations to our Board for approval, which has full discretion to approve or modify the recommendations of the compensation committee.

In designing our executive compensation program, our compensation committee considers publicly available compensation data for national and regional companies in the biotechnology/pharmaceutical industry to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Our compensation committee has also retained the services of Radford, an independent compensation consultant, to provide it with additional comparative data on executive compensation practices in our industry and to advise itus on our executive compensation program generally. Although the compensation committee considers Radford’s advice and recommendations about our executive compensation program, the compensation committee ultimately makes its own decisions about these matters.

None of the compensation committee members and none of our executive officers or directors have any relationship with Radford or the individual consultants employed by Radford. Radford has not provided any other services to our Board or management other than compensation consulting services to the compensation committee. The compensation committee has determined that no conflicts of interest exist between Radford and our company, our directors or our executive officers. The compensation committee is directly responsible for the appointment and oversight of any compensation consultants and other advisors it retains.

Our director compensation program is administered by the compensation committee of our Board, subject to the oversight and approval of our full Board. The compensation committee conducts periodic reviews of director compensation and makes recommendations to the Board with respect thereto.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our stockholders. The guidelines provide that:

•our Board’s principal responsibility is to oversee our management;

•a majority of the members of our Board must be independent directors;

•the independent directors meet in executive session at least twice a year;

•directors have full and free access to management and, as necessary, independent advisors;

•new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

•our Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at www.sesenbio.com.

Board Policies

Related Person Transactions

Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, ~~the amount involved exceeds $120,000 and~~ one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material ~~interest. As a smaller reporting company, we are also required to review~~interest and ~~approve any~~the amount involved in such transaction, arrangement or relationship ~~in which our company is a participant, the amount involved~~ exceeds the lesser of $120,000 and or one percent of the average of our total assets at year-end for the last two completed fiscal ~~years, and a related person has a direct or indirect material interest.~~years. Because one percent of our average total assets for the past two fiscal years has exceeded $120,000, our Board ~~has continued to apply~~applies the $120,000 threshold under our policy.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our principal ~~accounting~~financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction or direct that such transaction be terminated and rescinded. The policy also permits the chair of the audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the audit committee will review and consider:

•the related person’s interest in the related person transaction;

•the approximate dollar value of the amount involved in the related person transaction;

•the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•whether the transaction was undertaken in the ordinary course of our business;

•whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•the purpose of, and the potential benefits to us of, the transaction; and

•any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Our audit committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. Our audit committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

•interests arising solely from the related person’s position as an executive officer of another entity, whether or not the person is also a director of the entity, that is a participant in the transaction where the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction and the amount involved in the transaction is less than $120,000; and

•a transaction that is specifically contemplated by provisions of our ~~certificate~~Restated Certificate of ~~incorporation~~Incorporation or ~~by-laws.~~Amended and Restated By-laws.

The policy provides that transactions involving the compensation of executive officers shall be reviewed and approved by our compensation committee in the manner specified in the compensation committee’s charter.

Certain Relationships and Related Party Transactions

Since January 1, ~~2017,~~2019, we have engaged in the following transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers, and holders of more than 5% of our voting securities. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

~~Viventia Acquisition~~

On September 20, 2016, we entered into a Share Purchase Agreement with Viventia, the shareholders of Viventia named therein - collectively referred to herein as the Selling Shareholders - and, solely in its capacity as seller representative, Clairmark, an affiliate of Leslie Dan, one of our directors, pursuant to which we agreed to and simultaneously completed the acquisition of all of the outstanding capital stock of Viventia from the Selling Shareholders, referred to herein as the Acquisition. The Selling Shareholders included Clairmark and Stephen Hurly, our former chief executive officer. In connection with the closing of the Acquisition, we issued 4,013,431 shares of our common stock to the Selling Shareholders according to their pro rata share of Viventia’s then-outstanding common shares, which represented approximately 19.9% of our voting power as of immediately prior to the issuance of such shares of our common stock.

In connection with the closing of the Acquisition, we entered into a registration rights agreement with Clairmark, pursuant to which Clairmark has rights, subject to specific conditions, to require us to file registration statements covering the 3,582,328 shares it acquired in the Acquisition or to include such shares in registration statements that we may file for ourselves or other stockholders.

In connection with the forgiveness of certain debt held by Viventia immediately preceding the Acquisition, Viventia irrevocably assigned and set over the right to receive up to $814,000 in the form of research and development investment tax credits to and in favor of Clairmark. In October 2016, we received $697,000 in research and development investment tax credits and in November 2016, we remitted the same amount to Clairmark. In November 2017, we received the remaining $117,000 in research and development investment tax credits and remitted the same amount to Clairmark.

Manufacturing and Office ~~Leases~~Lease

We lease a manufacturing, laboratory, and office facility in Winnipeg, Manitoba, from an affiliate of ~~Mr.~~Leslie Dan, our former director who retired from our Board in July 2019, under a ~~five year~~two-year renewable lease through September ~~2020~~2022 with a right to renew the lease for one subsequent ~~five-year~~three-year term. For the years ended December 31, ~~2018~~2020 and ~~2017,~~2019, we had a rent expense for this facility of ~~$297,000~~$301,000 and $320,000, respectively.

We also leased an office facility in Toronto, Ontario from an affiliate of Mr. Dan, with rent of approximately $2,000 per month. We provided notice of termination of this lease in December 2018 with an effective termination date of December 31, 2018. We incurred $18,000 in rent expenses for this facility in each of the years ended December 31, 2017 and 2018.

Protoden License

We are party to an intellectual property license agreement under which we pay fees to Protoden Technologies Inc., or Protoden, a company owned by ~~Clairmark.~~an affiliate of Mr. Dan. Pursuant to the agreement, we have an exclusive, perpetual, irrevocable and non-royalty bearing license, with the right to sublicense, under certain patents and technology to make, use and sell products that utilize such patents and technology. The annual fee is $100,000. Beginning on January 1, 2025, the licenses granted to us will require no further payments to Protoden. We paid $100,000 under this license agreement to Protoden in each of the years ended December 31, ~~2017~~2020 and ~~2018.~~2019.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Business Conduct and Ethics covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. A current copy of the code is posted on the Corporate Governance section of our website, which is located at ~~http://~~www.sesenbio.com. If we make any substantive amendments to, or grant any waivers from, the Code of Business Conduct and Ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in filings under the Exchange Act to the extent required by the applicable rules and exchange requirements.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of ~~April 26, 2019:~~March 15, 2021:

Name

Age

Position

Thomas R. Cannell, D.V.M.

5759

President and Chief Executive Officer and Director

~~Richard F. Fitzgerald~~Monica Forbes

5545

Chief Financial Officer ~~Secretary~~ and Treasurer

~~Dennis Kim, M.D., MPH~~

Glen MacDonald, Ph.D

~~Chief Medical Officer~~

~~Glen MacDonald~~63

Chief Technology Officer

Mark R. Sullivan

General Counsel & Corporate Secretary

In addition to the biographical information for Dr. Cannell, which is set forth above, under “Corporate Governance - Board of Directors - Members of Our Board of Directors,” set forth below is certain biographical information about Ms. Forbes, Dr. MacDonald and Mr. ~~Fitzgerald and Dr. Kim:~~Sullivan:

~~Richard Fitzgerald~~Monica Forbes has served as our Chief Financial Officer ~~Secretary and Treasurer~~ since ~~January 2018. From October 2017 through December 2017 he served as our Interim Chief Financial Officer. From July 2017 through October 2017, he~~August 2019. Ms. Forbes previously served as a finance consultant to ~~private life science based companies. Previously he~~the Company from April 2019 through July 2019, at which time she joined the Company as our Vice President, Finance since August 1, 2019. From July 2018 to April 2019, Ms. Forbes served as the Chief Financial Officer of PAVmed Inc. (Nasdaq: PAVM) from October 2015 through March 2017 during which time PAVmed completed its IPO and Nasdaq listing. From April 2009 to October 2015, Mr. Fitzgerald was the Chief Financial Officer of TechPrecision Inc. (OTCBB: TPCS), a global manufacturer of precision large-scale components for the medical device, defense and energy industries. From 2002 to 2008, he served in various senior financial roles culminating in the role of Vice President and Chief Financial Officer of ~~Nucleonics Inc., a venture-backed biotechnology company and early pioneer within the field of RNAi therapeutics whose assets were sold to Alnylam~~Nalpropion Pharmaceuticals, Inc. ~~(Nasdaq: ALNY) in December 2008. During his tenure at Nucleonics, he~~Prior to that Ms. Forbes served as ~~co-Chair~~Vice President and acting Chief Financial Officer of ~~the Biotechnology Industry Organization’s (BIO) National CFO and Tax VP Committee, supporting federal tax, finance and capital formation lobbying efforts, and was active~~Orexigen Therapeutics, Inc. from February 2018 until Nalpropion’s acquisition of Orexigen in ~~the Association of Biotechnology Financial Officers. From 1995 to 2002, Mr. Fitzgerald served in the corporate development office and, from 1998 to 2002, as~~July 2018, Senior Director of ~~Corporate Development~~Financial Planning and Analysis (FP&A) of Orexigen from October 2016 to February 2018, and Director of FP&A from October 2014 to October 2016. Orexigen filed a voluntary petition for Exelon Corporation (NYSE: EXC), an energy generator and distributor, where he managed business development efforts, mergers and acquisitions, including the $18 billion merger with Unicom and the rollup of utility contractors which led to the formation of InfraSource (NYSE: IFS). From 1985 to 1995, Mr. Fitzgerald served asChapter 11 bankruptcy in March 2018. Ms. Forbes holds a Senior Manager in the Audit and Transaction Services Group of Coopers & Lybrand LLP (now PricewaterhouseCoopers). He is a member of the American and Pennsylvania Institutes of Public Accounting and a founding member of the Bucknell University Business Advisory Board. Mr. Fitzgerald received his B.S. in Business Administration ~~and Accounting~~ from ~~Bucknell~~San Diego State University.

~~Dennis Kim, M.D., MPH~~ has served as our Chief Medical Officer since December 2018. From January 2015 through December 2018 he served as Principal and Chief Medical Officer of Panthera Life Sciences, where he provided clinical development, medical affairs and drug safety consulting services to both small biotechnology and large pharmaceutical clients. From August 2014 to December in 2014, Dr. Kim served as the Senior Vice President, North America Medical and Regulatory Affairs at Ipsen BioPharmaceuticals where he led the medial affairs, regulatory and safety departments for all therapeutic areas and supported business development opportunities. From June 2013 through July 2014, he served as the Vice President of Clinical Development at Spectrum Pharmaceuticals where he functioned as the chief medical officer for Talon Therapeutics. From June 2009 through May 2013, Dr. Kim served serially as the Global Program Medical Director/Executive Medical Director for Ilaris (canakinumab) and Global Brand Medical Director/Senior Medical Director for Dovitinib where he led label extension efforts for Ilaris and created a global medical affairs program supporting Dovitinib. From June 2006 through May 2009, Dr. Kim served as the North American Medical Leader at Amgen for NEUPOGEN and Neulasta where he led a 20-person cross-functional team supporting the NEUPOGEN and Neulasta franchise. Earlier in his career, Dr. Kim held roles at Biogen Idec focused on drug safety and risk management and at Amgen focused on global safety in nephrology area. Prior to his roles in industry, Dr. Kim was an Epidemic Intelligence Service Officer at the U.S. Centers for Disease Control and Prevention where he played active roles in environmental and infectious disease studies. Dr. Kim earned his bachelor’s degree in chemistry and biology from Harvard, his M.D. from Stanford University and his MPH from the University of California, Los Angeles.

Glen MacDonald, Ph.D. has served as our Chief Technology Officer since February 2017. From the time of our acquisition of Viventia Bio Inc. in September 2016 to February 2017, Dr. MacDonald served as ofour Chief Scientific Officer. Dr. MacDonald was Chief Scientific Officer of Viventia Bio Inc. from 2012 to September 2016 and of Viventia Bio Inc.'s predecessor company, , Viventia Biotech Inc., from 2005 to 2012. Prior to that, Dr. MacDonald served Viventia Biotech Inc. in several research related capacities from 1997 to 2005. Dr. MacDonald held a Manitoba Cancer Treatment Research Foundation Fellowship from 1996

to 1997 while serving as a post-doctoral fellow at the University of Manitoba Cancer Treatment Research Foundation from 1995 to 1997. Dr. MacDonald also served as a Canadian Arthritis Society post-doctoral fellow at the University of North Carolina at Chapel Hill from 1993 to 1995. He graduated from the University of Guelph with a bachelor’s degree in genetics in 1980 and earned an M.Sc. and Ph.D. from the University of Manitoba in 1987 and 1993, respectively. Dr. MacDonald’s scientific background is extensive, having published in the areas of monoclonal antibodies, graft versus-host disease, lupus and apoptosis.

Mark R. Sullivan has served as our General Counsel and Corporate Secretary since August 2019. From April 2018 to August 2019 he served as our Acting General Counsel. From August 2012 through March 2018, he served as a private consultant to life sciences companies. Previously, he served as the General Counsel, Chief Compliance Officer and Secretary of MModal Inc. (Nasdaq: MODL), formerly MedQuist, Inc., a leading healthcare IT company, from September 2006 until July 2012 when MModal was taken private by One Equity Partners, the private investment arm of JP Morgan Chase & Co. From August 2004 until September 2006, Mr. Sullivan was the Acting General Counsel of MModal MQ Inc. Between March 2003 and August 2004, Mr. Sullivan served as Associate General Counsel and Assistant Secretary of MModal MQ Inc. Prior to joining MModal, Mr. Sullivan was in private practice with Pepper Hamilton LLP from 2000 to 2003, and Drinker Biddle & Reath LLP from 1998 to 2000. Mr. Sullivan received a B.A. from the University of Pennsylvania and a J.D. from the Rutgers University School of Law.

EXECUTIVE COMPENSATION

Our named executive officers for ~~2018~~2020 are Thomas R. Cannell, D.V.M., our President and Chief Executive Officer, ~~Stephen A. Hurly, our former President and Chief Executive Officer, Richard F. Fitzgerald,~~Monica Forbes, our Chief Financial Officer, and ~~Dennis Kim M.D., MPH,~~Glen MacDonald, our Chief ~~Medical~~Technology Officer.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, ~~2018~~2020 and ~~2017.~~2019.

Name and Principal Position Year
Salary
($)

Bonus
($)(5)

Option
awards
($)(6)
Non-Equity Incentive Plan Compensation (7)
All other
compensation
($)(8)

Total
($)
Thomas R. Cannell, D.V.M.(1)
President and Chief Executive Officer
2018 198,012
—
1,434,362
97,500
280,000
2,009,874
Stephen A. Hurly(2) 2018 264,808
—
248,202
—
682,293
1,195,303
Former President and Chief Executive Officer 2017 425,000
116,802
521,527
—
4,000
1,067,329
Richard F. Fitzgerald(3) 2018 294,412
—
262,448
87,967
19,693
664,520
Chief Financial Officer, Secretary and Treasurer 2017 —
—
—
—
67,693
67,693
Dennis Kim, M.D., MPH(4)
Chief Medical Officer

2018 24,235
—
488,961
—
—
513,196


Name and Principal Position	Year	Salary ($)	Bonus ($)(4)	Option awards ($)(5)	Non-equity incentive plan compensation ($)(6)	All other compensation ($)(7)	Total ($)
Thomas R. Cannell, D.V.M.(1) President and Chief Executive Officer	2020	532,917	—	817,449	348,140	4,000	1,702,506
	2019	520,000	—	568,244	312,000	4,000	1,404,244
Monica Forbes(2) Chief Financial Officer and Treasurer	2020	360,500	1,000	259,329	174,500	—	795,329
	2019	220,973	—	404,007	58,700	—	683,680
Glen MacDonald, Ph.D.(3) Chief Technology Officer	2020	346,382	1,000	155,033	160,917	14,067	677,399
	2019	297,382	0	142,061	133,100	10,387	582,930


~~(1)~~	~~Dr. Cannell has served as our President and Chief Executive Officer since August 7, 2018.~~


~~(2)~~	Mr. Hurly departed as our President and Chief Executive Officer on August 7, 2018. All compensation reported for Mr. Hurly, except for amounts reported in the "All other compensation" column, reflects amounts awarded to, earned by, or paid to him prior to August 7, 2018.

~~(3)~~

Mr. Fitzgerald served as our Interim Chief Financial Officer from October 20, 2017 to January 23, 2018, when he was appointed our Chief Financial Officer. During the period that Mr. Fitzgerald served as our Interim Chief Financial Officer, Mr. Fitzgerald served as a consultant to the Company

(1)Dr. Cannell has served as our President and Chief Executive Officer since August 7, 2018. Dr. Cannell's base salary was increased from $520,000 to $535,600, effective March 1, 2020.

(2)Ms. Forbes has served as our Chief Financial Officer and Treasurer since August 26, 2019. Ms. Forbes' base salary was increased from $350,000 to $362,600, effective March 1, 2020.Prior to that, she served as our Vice President, Finance from August 1, 2019 to August 26, 2019. Before joining us as an employee, Ms. Forbes served as a finance consultant to us from April 29, 2019 to July 31, 2019, pursuant to a ~~consulting agreement dated October 13, 2017. Pursuant to such consulting agreement, we paid Mr. Fitzgerald a consulting fee at an agreed upon monthly~~ consulting agreement dated April 29, 2019. Pursuant to such consulting agreement we paid Ms. Forbes a consulting fee at an agreed upon hourly rate of $200 per hour for such services and reimbursed Ms. Forbes for business related expenses. The consulting fees earned by Ms. Forbes in 2019 pursuant to such consulting agreement are included in the amount reported for Ms. Forbes in the “Salary” column.

(3)Dr. MacDonald's base salary was increased from $309,522 to $353,961, effective March 1, 2020. Dr. MacDonald's base salary and non-equity incentive plan compensation is paid by us in Canadian dollars and the above amounts for Dr. MacDonald's base salary and non-equity incentive plan compensation have been converted to U.S. dollars using the average exchange rate between the Canadian and the U.S. dollar in effect at fiscal year-end. The exchange rates in effect on December 31, 2020 and December 31, 2019 were 0.7849 and 0.0794, respectively.

(4)The amounts reported in the "Options awards" column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, or ASC, Topic 718. See Note 12 to our financial statements appearing at the end of $26,667 for such services and reimbursed Mr. Fitzgerald for business related expenses. Mr. Fitzgerald became an employee on January 23, 2018 when he was appointed our Chief Financial Officer, Secretary and Treasurer.


~~(4)~~	~~Dr. Kim has served as our Chief Medical Officer since December 3, 2018.~~


~~(5)~~	~~The amounts reported in the "Bonus" column reflect amounts discretionary cash bonuses payable to our named executive officers in a given year in recognition of their performance.~~


~~(6)~~	The amounts reported in the "Options awards" column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, or ASC, Topic 718. See Note 12 to our financial statements appearing at the end of

our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2020 regarding assumptions underlying the valuation of equity awards.


~~(7)~~	The amounts reported in "Non-Equity Incentive Plan Compensation" reflect bonuses were based on the achievement of pre-established performance goals that were previously communicated to our executive officers.

~~(8)~~

For Dr. Cannell, the amount reported includes a one-time relocation payment in the amount of $280,000 in connection with his relocation to the Philadelphia, PA area. For Mr. Hurly, the amount reported for 2018 includes the severance payments and benefits paid or payable to him in connection with his departure on August 7, 2018, which consist of twelve months of base salary continuation ($425,000), payment of his annual target bonus for 2018 ($212,500), payment of accrued but unused vacation wages ($22,476), and the continued provision of group health and dental insurance to Mr. Hurly and his eligible dependents for a period of up to twelve months following his departure ($22,317). For Mr. Hurly, the amounts reported for 2017 reflect amounts paid to him for discretionary 401(k) matching contributions paid to him as approved by the Board. For Mr. Fitzgerald, the amounts reported for 2018 and 2017 reflect amounts paid him for consulting services in 2017 and in 2018 prior to his hiring as our Chief Financial Officer in January 2018.

(5)The amounts reported in the “Bonus” column reflect a $1,000 holiday bonus paid to all employees, other than Dr. Cannell, in December 2020.

(6)The amounts reported in the "Non-equity incentive plan compensation" column reflect bonuses that were earned by our executive officers in fiscal year 2020 based on the achievement of pre-established performance goals that were previously communicated to our executive officers.

(7)For Dr. Cannell, the amounts reported in 2020 and 2019 reflect discretionary 401(k) matching contributions contributed to our 401(k) retirement plan for him as approved by the Board. For Dr. MacDonald, the amounts reported in 2020 and 2019 reflect company-paid pension contributions contributed to Dr. MacDonald, pursuant to pension plan provisions for all of our Canadian employees.

Narrative to Summary Compensation Table

Employment, Retention and Consulting Agreements with Named Executive Officers

Thomas R. Cannell, D.V.M.

In August 2018, we entered into an employment agreement with Dr. Cannell, which provides that his employment will continue until either we or Dr. Cannell provide notice of termination in accordance with the terms of the agreement. In addition, we entered into a non-competition, non-solicitation, confidentiality and assignment agreement with Dr. Cannell, which prohibits him from competing with us, soliciting our employees and customers and disclosing confidential information during the term of his employment and for one year following the conclusion of his service with us.

Pursuant to Dr. Cannell's employment agreement, he is entitled to receive an annual base salary of $520,000, which will be reviewed at least annually and will be subject to increase (but not decrease) from time to time, as determined by the Board. In February 2021, the compensation committee approved an increase in Dr. Cannell's annual base salary ~~in 2019 is $520,000.~~ to $562,500, effective March 1, 2021.In addition, pursuant to his employment agreement, Dr. Cannell is eligible to receive an annual cash bonus, which is based on the achievement of individual and corporate performance objectives, calculated as a percentage of his annual base salary, and which will be determined by the Board, in its sole discretion. Dr. Cannell’s ~~initial~~ target annual bonus for ~~2018~~2019 and ~~2019~~2020 was 50% of his annual base salary. Dr. Cannell’s target annual bonus for 2021 is 50% of his annual base salary. Under his employment agreement, Dr. Cannell received a one-time relocation payment in the amount of $280,000. If, prior to the two-year anniversary of August 7, 2018, Dr. Cannell resigns without “good reason” (as such term is defined in his employment agreement) or is terminated with “cause” (as such term is defined in the his employment agreement), Dr. Cannell will be required to repay us the total sum of relocation benefits paid to him pursuant to his employment agreement.

~~Richard F. Fitzgerald~~Monica Forbes

~~In October 2017,~~

On April 29, 2019, we entered into a consulting agreement with ~~Mr. Fitzgerald~~Ms. Forbes to serve as our ~~Interim Chief Financial Officer.~~finance consultant. Under such agreement, ~~Mr. Fitzgerald~~Ms. Forbes received a ~~monthly~~ consulting fee of ~~$26,667~~$200 per hour and reimbursement of business related expenses. ~~In January 2018,~~On August 1, 2019, we entered into an employment agreement with ~~Mr. Fitzgerald. Mr. Fitzgerald's~~Ms. Forbes for the position of Vice President, Finance at an annual base salary of $300,000. On August 26, 2019, we entered into a new employment agreement with Ms. Forbes in connection with her appointment as our Chief Financial Officer and Treasurer. Ms. Forbes' current employment agreement provides that employment will continue until either we or ~~Mr. Fitzgerald~~Ms. Forbes provide notice of termination in accordance with the terms of the agreement. In addition, we entered into a non-competition, non-solicitation, confidentiality and assignment agreement with ~~Mr. Fitzgerald,~~Ms. Forbes, which prohibits her from competing with us, soliciting our employees and customers and disclosing confidential information during the term of her employment and for one year following the conclusion of her service with us.

Pursuant to Ms. Forbes' current employment agreement, she is entitled to receive an annual base salary of $350,000 which will be reviewed at least annually and will be subject to increase (but not decrease) from time to time, as determined by our Board. In February 2021, the compensation committee approved an increase in Ms. Forbes' annual base salary to $380,750, effective March 1, 2021. In addition, pursuant to her employment agreement, Ms. Forbes is eligible to receive an annual cash bonus based on the achievement of individual and corporate performance objectives, calculated as a percentage of her annual base salary, and which will be determined by our Board, in its sole discretion. Ms. Forbes' annual target bonus for 2019 and 2020 was equal to 35% of her annual base salary. Ms. Forbes' annual target bonus for 2021 is equal to 40% of her annual base salary.

Glen MacDonald, Ph.D.

On September 20, 2016, we entered into an employment agreement with Dr. MacDonald. Dr. MacDonald's employment agreement provides that employment will continue until either we or Dr. MacDonald provide notice of termination in accordance with the terms of the agreement. In addition, we entered into a non-competition, non-solicitation, confidentiality and assignment agreement with Dr. MacDonald, which prohibits him from competing with us, soliciting our employees and customers and disclosing confidential information during the term of his employment and for one year following the conclusion of his service with us.

Pursuant to ~~Mr. Fitzgerald's~~Dr. MacDonald's employment agreement, he is entitled to receive an annual base salary of ~~$320,250,~~$272,496.25 CAD, which will be reviewed at least annually and will be subject to increase (but not decrease) from time to time, as determined by our Board. ~~Mr. Fitzgerald's~~In February 2021, the compensation committee approved an increase in Dr. MacDonald's annual base salary ~~for 2019 is $320,250.~~to $368,180, effective March 1, 2021. In addition, pursuant to his employment agreement, ~~Mr. Fitzgerald~~Dr. MacDonald is eligible to receive an annual cash bonus based on the achievement of individual and corporate performance objectives, calculated as a percentage of his annual base salary, and which will be determined by our Board, in its sole discretion. ~~Mr. Fitzgerald’s~~Dr. MacDonald’s annual target bonus for ~~2018~~(i) 2019 and ~~2019 is~~2020 was equal to 35% of his annual base ~~salary.~~

~~Dennis Kim, M.D., MPH~~

In December 2018, we entered into an employment agreement with Dr. Kim, which provides that his employment will continue until either we or Dr. Kim provide notice of termination in accordance with the terms of the agreement. In addition, we entered into a non-competition, non-solicitation, confidentialitysalary, and assignment agreement with Dr. Kim, which prohibits him from competing with us, soliciting our employees and customers and disclosing confidential information during the term of his employment and for one year following the conclusion of his service with us.

~~Pursuant~~(ii) 2021 is equal to Dr. Kim's employment agreement, he is entitled to receive an annual base salary of $420,000, which will be reviewed at least annually and will be subject to increase (but not decrease) from time to time, as determined by our Board. Dr. Kim's annual base salary for 2019 is $420,000. In addition, pursuant to his employment agreement, Dr. Kim is eligible to receive an annual cash bonus, which is based on the achievement of individual and corporate performance objectives, calculated as a percentage40% of his annual base ~~salary, and which will be determined by our Board, in its sole discretion. Dr. Kim’s target annual bonus for 2019 is 35% of his annual base~~ salary. Dr. Kim commenced employment with us on December 3, 2019 and, thus, was not eligible for an annual bonus for 2018. Under his employment agreement, Dr. Kim is also entitled to receive monthly commuting reimbursement payments, in an amount not to exceed $2,000 per month, upon Dr. Kim’s submission of required receipts and our approval of the expense reimbursement request.

~~Stephen A. Hurly~~

Stephen A. Hurly departed as our was our President and Chief Executive Officer on August 7, 2018. Pursuant to our employment agreement with Mr. Hurly, and the determination of our Board, Mr. Hurly was entitled to an annual based salary of $425,000 for the 2018 fiscal year. Pursuant to our employment agreement with Mr. Hurly, he was eligible to receive an annual cash bonus based on the achievement of individual and corporate performance objectives, calculated as a percentage of his annual base salary, and which was determined by our Board, in its sole discretion. Mr. Hurly’s annual target bonus for 2018 was equal to 50% of his annual base salary. In addition, we have entered into a non-competition, non-solicitation, confidentiality and assignment agreement with Mr. Hurly, which prohibits him from competing with us, soliciting our employees and customers and disclosing confidential information during the term of his employment and for one year following the conclusion of his service with us.

In connection with his departure, we entered into a separation agreement and general release with Mr. Hurley, dated September 28, 2018, which sets forth the terms of Mr. Hurly’s departure. Pursuant to the separation agreement and general release, subject to Mr. Hurly agreeing to a release of claims and complying with certain other continuing obligations contained therein, we agreed to pay Mr. Hurly the total amount of $637,500, less applicable withholdings and deductions, which consists of the equivalent of twelve months of Mr. Hurly’s base salary ($425,000) immediately prior to his departure and Mr. Hurly’s annual target bonus for 2018 ($212,500). In addition, to the extent allowed by applicable law and the applicable plan documents, we will continue to provide Mr. Hurly and certain of his dependents with group health and dental insurance for a period of up to 12 months after the his departure.

For a description of the severance entitlements of Dr. Cannell, Mr. Fitzgerald and Dr. Kim pursuant to their respective employment agreements, see the section below entitled “Executive Compensation - Potential Payments to Named Executive Officers Upon Termination or Change in Control Transaction.”

Equity Awards

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention by incenting our executive officers to remain in our employment during the vesting period. Accordingly, our Board periodically reviews the equity incentive compensation of our ~~named~~ executive officers and from time to time may grant equity incentive awards to them, including in the form of stock options or restricted stock units, or RSUs.

On ~~April 9, 2018,~~February 19, 2021, we granted ~~Mr. Hurly~~Dr. Cannell options to purchase ~~250,000~~2,000,000 shares of our common stock at an exercise price of ~~$1.50~~$3.17 per share. These options ~~were eligible~~vest 6.25% every three months over four years commencing on January 1, 2021, subject to Dr. Cannell’s continued service with us on the applicable vesting date. On February 13, 2020, we granted Dr. Cannell options to purchase 1,450,000 shares of our common stock at an exercise price of $0.8911 per share. These options vest 6.25% every three months over four years, subject to ~~Mr. Hurly's~~Dr. Cannell’s continued service with us on the applicable vesting date. ~~In October 2017,~~On February 21, 2019, we granted ~~Mr. Hurly~~Dr. Cannell options to purchase ~~420,000~~1,000,000 shares of our common stock at an exercise price of ~~$1.59~~$0.8285 per share. These options ~~vested in installments based~~vest 6.25% every three months over four years, subject to Dr. Cannell’s continued service with us on the achievement of certain strategic and clinical milestones. In January 2018, March 2018 and June 2018, the Compensation Committee of our Board determined that certain performance milestones were met, resulting inapplicable vesting ~~of such options with respect to 80,430, 105,000, 87,150 shares, respectively, and a cancellation of 24,570 options. All unvested stock option awards to Mr. Hurly were~~

~~cancelled at the time of his departure on August 7, 2018, and all vested but unexercised stock option awards were cancelled on November 7, 2018.~~date.

On ~~August 7, 2018,~~February 19, 2021, we granted ~~Dr. Cannell~~Ms. Forbes options to purchase ~~1,350,000~~580,000 shares of our common stock at an exercise price of ~~$1.60~~$3.17 per share. These options vest 6.25% every three months over four years commencing on January 1, 2021, subject to Ms. Forbes' continued service with us on the applicable vesting date. On February 13, 2020, we granted Ms. Forbes options to purchase 460,000 shares of our common stock at an exercise price of $0.8911 per share. These options vest 6.25% every three months over four years, subject to Ms. Forbes' continued service with us on the applicable vesting date. On August 26, 2019, we granted Ms. Forbes options to purchase 280,000 shares of our common stock at an exercise price of $1.13 per share. These options vest 6.25% every three months over four years, subject to Ms. Forbes’ continued service with us on the applicable vesting date. On August 1, 2019, we granted Ms. Forbes options purchase 240,000 shares of our common stock at an exercise price of $1.16 per share. These options vest 25% on the first anniversary of the date of grant of the option and an additional 6.25% of the shares underlying the option ~~shall~~will vest at the end of each successive three-month period thereafter until the fourth anniversary of the date of grant of the option, subject to ~~Dr. Cannell's~~Ms. Forbes' continued service with us on applicable the vesting date.

On ~~April 9, 2018,~~February 19, 2021, we granted ~~Mr. Fitzgerald~~Dr. MacDonald options to purchase ~~200,000~~300,000 shares of our common stock at an exercise price of ~~$1.50~~$3.17 per share. These options vest 6.25% every three months over four years commencing on January 1, 2021, subject to Dr. MacDonald’s continued service with us on the applicable vesting date. On February 13, 2020, we granted Dr. MacDonald options to purchase 275,000 shares of our common stock at an exercise price of $0.8911 per share. These options vest 6.25% every three months over four years, subject to ~~Mr. Fitzgerald’s~~Dr. MacDonald's continued service with us on the applicable vesting date. On February 21, 2019, we granted Dr. MacDonald options to purchase 250,000 shares of our common stock at an exercise price of $0.8285 per share. These options vest 6.25% every three months over four years, subject to Dr. MacDonald’s continued service with us on the applicable vesting date.

Bonus Compensation

~~On December 3, 2018, we granted Dr. Kim options~~

With respect to ~~purchase 425,000 shares~~2020, each of our ~~common stock at an exercise price of $1.70 per share. These options vest 25%~~named executive officers was eligible to receive a performance-based bonus based on the ~~first anniversary~~attainment of individual and corporate objectives. The 2020 performance-based bonus awards were determined by multiplying the ~~date~~bonus target opportunity for each named executive officer by a corporate performance factor established by our compensation committee based on our performance as measured against our corporate goals and additional unanticipated performance achievements during the year.

In February 2021, the compensation committee reviewed our 2020 corporate performance and noted that we made substantial progress on our regulatory, financial and commercial goals, as well as achieved various additional accomplishments during 2020. Such progress included the following:


2020 Corporate Goal	Weight	Result	Score
Advance Vicineum™ toward regulatory approval	35%	•Submitted completed BLA for Vicineum for the treatment of high-risk, BCG-unresponsive non-muscle invasive bladder cancer, or NMIBC, to the U.S. Food and Drug Administration •Completed analytical comparability package •Completed all EMA pre-submission activities; on-track to submit MAA in early 2021	46
Strengthen the balance sheet	41%	•Ended fiscal 2020 with $55M in cash, cash equivalents and restricted cash •Signed two out-licensing deals for China and the Middle East North Africa, or MENA, region resulting in $15M in non-dilutive capital •Minimized dilution	53
Transform our company into a launch-ready commercial enterprise	24%	•Executed early commercial launch planning •Steady improvement in employee engagement and corporate culture	31
Total	100%		130

As a result, and as noted in the table below, the compensation committee approved 2020 performance cash bonus payments to our named executive officers based on an assessment of ~~grant~~corporate performance during 2020.


		Target
Name	Annual Base Salary ($)	Annual Bonus (%)(1)	Annual Bonus ($)(1)	Company Scorecard Result	Final Award
Thomas R. Cannell, D.V.M.	535,600	50%	$267,800	130%	$348,140
Monica Forbes	362,600	35%	$126,910	130%	$174,500
Glen MacDonald	353,961	35%	$123,886	130%	$160,914

(1) 2020 Target annual bonus opportunity was a percentage of the option and an additional 6.25% of the shares underlying the option vest at the end of each successive three-month period thereafter until the fourth anniversary of the date of grant of the option, subject to Dr. Kim's continued service with us on the applicable vesting date.2020 base salary.

Outstanding Equity Awards at December 31, ~~2018~~2020

The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, ~~2018.~~2020.


	Option Awards						Option Awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)	Option expiration date	Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)	Option expiration date
Thomas R. Cannell, D.V.M.	—	1,350,000	(1)	1.60	8/7/2028	Thomas R. Cannell, D.V.M.	759,375		590,625	(1)	1.60	8/7/2028
Richard F. Fitzgerald	—	100,000	(2)	0.93	1/23/2028
	25,000	175,000	(3)	1.50	4/9/2028		437,500		562,500	(2)	0.8285	2/21/2029
							271,875		1,178,125	(3)	0.8911	2/13/2030
Dennis Kim, M.D., MPH	—	425,000	(4)	1.70	12/3/2028
Monica Forbes						Monica Forbes	75,000		165,000	(4)	1.16	8/1/2029
							87,500		192,500	(5)	1.13	8/26/2029
							86,250		373,750	(3)	0.8911	2/13/2030
Glen MacDonald, Ph.D.						Glen MacDonald, Ph.D.	100,000		—		3.37	9/20/2026
							10,896		—		2.28	4/3/2027
							102,780	(6)	—		1.59	10/4/2027
							93,750		56,250	(7)	1.50	4/9/2028
							109,375		140,625	(2)	0.8285	2/21/2029
							51,563		223,437	(3)	0.8911	2/13/2030

SESEN BIO, INC.

2014 STOCK INCENTIVE PLAN


1.	~~Purpose~~

ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 2013

APPROVED BY THE STOCKHOLDERS: JANUARY 2014

AS AMENDED BY THE BOARD OF DIRECTORS: APRIL 19, 2019

AMENDMENT APPROVED BY THE STOCKHOLDERS: JUNE 19, 2019

1.Purpose

The purpose of this 2014 Stock Incentive Plan (the “Plan”) of Sesen Bio, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).


2.	~~Eligibility~~

2.Eligibility

All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as such terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor form)) are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).


3.	~~Administration and Delegation~~

3.Administration and Delegation

(a)Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

(b)Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (each, a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.

(c)Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of such Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to such Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant such Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act). The Board may not delegate authority under this Section 3(c) to grant Restricted Stock, unless Delaware law then permits such delegation.


4.	~~Stock Available for Awards~~

4.Stock Available for Awards

(a)Number of Shares; Share Counting

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(1)Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan (any or all of which Awards may be in the form of Incentive Stock Options, as defined in Section 5(b)) for up to such number of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) as is equal to the sum of:

~~(i)~~(1)~~708,661~~13,313,283 shares of Common Stock; plus

~~(ii)~~(2)such additional number of shares of Common Stock (up to 1,352,154 shares) as is equal to the sum of (x) the number of shares of Common Stock reserved for issuance under the Company’s 2009 Stock Incentive Plan (the “Existing Plan”) that remain available for grant under the Existing Plan immediately prior to the closing of the Company’s initial public offering and (y) the number of shares of Common Stock subject to awards granted under the Existing Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of Incentive Stock Options to any limitations of the Code); plus

~~(iii)~~(3)an annual increase to be added on the first day of each of the fiscal year, beginning with the fiscal year ending December 31, 2015 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2024, equal to the least of (i) 1,102,362 shares of Common Stock, (ii) 4% of the number of outstanding shares of Common Stock on such date or (iii) an amount determined by the Board.[RESERVED]

Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

~~(2)~~(i) Share Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:

~~(i)~~(1)all shares of Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan; provided, however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with an Option for the same number of shares of Common Stock and provides that only one such Award may be exercised (a “Tandem SAR”), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Plan;

~~(ii)~~(2)if any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of an SAR that was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the number of shares counted against the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (3) the shares covered by a Tandem SAR shall not again become available for grant upon the expiration or termination of such Tandem SAR; and

~~(iii)~~(3)shares of Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards.

(b)Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the Code.


5.	~~Stock Options~~

5.Stock Options

(a)General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and

limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

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(b)Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Sesen Bio, Inc., any of Sesen Bio, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.

(c)Exercise Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock, as determined by (or in a manner approved by) the Board (“Fair Market Value”), on the date the Option is granted; provided that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date.

(d)Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.

(e)Exercise of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment in full (in a manner specified in Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

(f)Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

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

~~(2)~~(ii) except as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, 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;

~~(3)~~(iii) to the extent provided for in the applicable Option agreement or approved by 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, 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)~~(iv) to the extent provided for in the applicable Nonstatutory Stock Option agreement or 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 the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise;

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

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

(g)Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any

outstanding option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, (3) cancel in exchange

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for a cash payment any outstanding Option with an exercise price per share above the then-current Fair Market Value, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market (“Nasdaq”).


6.	~~Stock Appreciation Rights~~

6.Stock Appreciation Rights

(a)General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date.

(b)Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.

(c)Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.

(d)Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board.

(e)Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current Fair Market Value, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of Nasdaq.


7.	~~Restricted Stock; Restricted Stock Units~~

7.Restricted Stock; Restricted Stock Units

(a)General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).

(b)Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

(c)Additional Provisions Relating to Restricted Stock

~~(1)~~(i) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.

~~(2)~~(ii) Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the

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Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.

(d)Additional Provisions Relating to Restricted Stock Units

~~(1)~~(i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company such number of shares of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of such number of shares of Common Stock as set forth in the applicable Award agreement. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

~~(2)~~(ii) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.

~~(3)~~(iii) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participants, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the applicable Award agreement.


8.	~~Other Stock-Based Awards~~

8.Other Stock-Based Awards

(a)General. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based-Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.

(b)Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.


9.	~~Adjustments for Changes in Common Stock and Certain Other Events~~

9.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, (i) the number and class of securities available under the Plan, (ii) the share counting rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) 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 an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an 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 such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(b)Reorganization Events

~~(1)~~(i) Definition. 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

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Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

~~(2)~~(ii) Consequences of a Reorganization Event on Awards Other than Restricted Stock

~~(i)~~(1)In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that all of the Participant’s unvested and/or unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award 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 Participants with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (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, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards 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. In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.

~~(ii)~~(2)Notwithstanding the terms of Section 9(b)(2)(i), in the case of outstanding Restricted Stock Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(i)(i) and the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(i) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the Restricted Stock Units pursuant to clause (i) of Section 9(b)(2)(i), then the unvested Restricted Stock Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.

~~(iii)~~(3)For purposes of Section 9(b)(2)(i)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award 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 or settlement of the Award 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.

~~(3)~~(iii) Consequences of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged

for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such Restricted Stock; provided, however, that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, either initially

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or by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.

10.General Provisions Applicable to Awards


~~10.~~	~~General Provisions Applicable to Awards~~

(a)Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, that the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict a transfer to the Company.

(b)Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c)Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

(d)Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

(e)Withholding. 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 an Award. 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, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or 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, including shares retained from the Award creating the tax obligation, 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). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(f)Amendment of Award. Except as otherwise provided in Sections 5(g) and 6(e) with respect to repricings and Section 11(d) with respect to actions requiring stockholder approval, the Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9.

(g)Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other

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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.

(h)Acceleration. The Board may at any time provide that any Award 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.


~~11.~~	~~Miscellaneous~~

11.Miscellaneous

(a)No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a 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 a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b)No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.

(c)Effective Date and Term of Plan. The Plan shall become effective immediately prior to the closing of the Company’s initial public stock offering of its Common Stock on a U.S.-based stock exchange whereby the Company’s shares of Common Stock are offered for sale to the public (the “Effective Date”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.

(d)Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m) of the Code, no Award granted to a Participant that is intended to comply with Section 162(m) of the Code after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until the Company’s stockholders approve such amendment in the manner required by Section 162(m) of the Code; and (ii) no amendment that would require stockholder approval under the rules of the Nasdaq Stock Market may be made effective unless and until the Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (2) it may not be exercised or settled (or otherwise result in the issuance of Common Stock) prior to such stockholder approval.

(e)Authorization of Sub-Plans (including Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.

(f)Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or

other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between

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the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

(g)Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee, or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee, or agent of the Company. The Company will indemnify and hold harmless each director, officer, employee, or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.

(h)Governing Law. The provisions of the Plan and all Awards made hereunder 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.

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~~ANNUAL MEETING OF~~ Annex C

AMENDMENT NO. 1 TO THE

SESEN BIO, INC.




~~Date:~~		~~Wednesday, June 19, 2019~~
~~Time:~~		~~8:00 A.M. (Eastern Time)~~
~~Place:~~		~~1735 Market Street, Suite 2300, Philadelphia, PA 19103~~

2014 EMPLOYEE STOCK PURCHASE PLAN

~~Please make your marks like this:~~ý~~Use dark black pencil or pen only~~

~~The~~

WHEREAS, Sesen Bio, Inc. (the “Company”) maintains the Sesen Bio, Inc. 2014 Stock Employee Purchase Plan (the “Plan”);

WHEREAS, pursuant to Section 16 of the Plan, the Board of Directors ~~Recommends a Vote~~ ~~FOR~~ ~~each~~ of the ~~director nominees listed~~Company (the “Board”) may amend the Plan at any time; provided that amendments to the Plan must be approved by the Company’s stockholders if and to the extent required by the rules of the Nasdaq Stock Market (“Stockholder Approval”);

WHEREAS, the Board desires to increase the number of shares of the Company’s common stock, $0.001 par value per share reserved for issuance under the Plan by 2,300,000 shares (the “Share Increase”);

WHEREAS, pursuant to Section 16 of the Plan, in ~~proposal 1~~order to effect the Share Increase, Stockholder Approval must be obtained;

WHEREAS, the Board desires to amend the Plan to provide for the Share Increase as set forth in this amendment to the Plan (this “Amendment”), effective upon receipt of the Stockholder Approval; and~~FOR~~ ~~proposals 2~~

WHEREAS, capitalized terms used in this Amendment but not defined herein shall have the meaning given to them in the Plan.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves, subject to the Stockholder Approval, the Share Increase; and 3.be it further

RESOLVED, that the Board hereby amends the Plan, subject to the Stockholder Approval, as follows:

1. The Preamble of the Plan is amended and restated as follows:



1:		~~To elect two class II directors of our board of directors to serve until the 2022 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.~~
		~~(01) Wendy Dixon~~ ~~(02) Jay S. Duker~~



~~Vote For~~ ~~All Nominees~~	~~Withhold Vote From~~ ~~All Nominees~~	~~Vote For~~ ~~All Except~~
o	o	o



~~INSTRUCTIONS:~~ ~~To withhold authority to vote for~~ ~~any nominee, mark the “Vote For All Except” box and write the number(s) in the space provided to the right.~~

~~For~~

~~Against~~

~~Abstain~~

To approve an amendment of our 2014 Stock Incentive Plan, or the 2014 Plan, to (i) increase the number of shares reserved for issuance under the 2014 Plan by 7,908,972 shares and (ii) eliminate the "evergreen" or automatic replenishment provision of the 2014 Plan pursuant to which the number of shares authorized for issuance under the 2014 Plan is automatically increased on an annual basis.

~~To ratify the selection of Ernst & Young LLP as Sesen Bio’s independent registered public accounting firm for the fiscal year ending December 31, 2019.~~




		~~To attend the meeting and vote your shares in person, please mark this box.~~		o
		~~Authorized Signatures - This section must be completed for your Instructions to be executed.~~		o





		~~Please Sign Here~~				~~Please Date Above~~

		~~Please Sign Here~~				~~Please Date Above~~




		Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

~~Annual Meeting~~“The purpose of this Plan is to provide eligible employees of Sesen Bio, Inc.

(the “Company”) and certain of its subsidiaries with opportunities to ~~be held on Wednesday, June 19, 2019~~

~~for Holders~~purchase shares of the Company’s common stock, $0.001 par value (the “Common Stock”), commencing at such time as ~~of April 26, 2019~~

~~This proxy is being solicited on behalf of~~ the Board of Directors of the Company (the “Board”) shall determine. Subject to adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose is 3,300,000 shares of Common Stock.”

2. Except as specifically provided in and modified by this Amendment, the Plan is in all other respects hereby ratified and confirmed and references to the Plan shall be deemed to refer to the Plan as modified by this Amendment, effective upon receipt of the Stockholder Approval.

* * *

This Amendment to the Sesen Bio, Inc. 2014 Employee Stock Purchase Plan was duly approved by the Board of Directors of the Company on March 12, 2021, subject to the approval of the Amendment by the stockholders of the Company.

_____________________________

Secretary

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	~~VOTE BY:~~
~~INTERNET~~ ~~Go To~~ ~~www.proxypush.com/SESN~~ ~~• Cast your vote online 24 hours a day/7 days a week.~~ • ~~Have your Proxy Card/Voting Instructions Form ready.~~ ~~• View Meeting Documents.~~	OR ~~MAIL~~	~~TELEPHONE~~ ~~(866) 221-8259~~ ~~• Use any touch-tone telephone toll-free 24 hours a day/7 days a week.~~ ~~• Have your Proxy Card/Voting Instruction Form ready.~~ ~~• Follow the simple recorded instructions.~~

SESEN BIO, INC.

2014 EMPLOYEE STOCK PURCHASE PLAN

The ~~undersigned hereby appoints Thomas R. Cannell, D.V.M.~~purpose of this Plan is to provide eligible employees of Sesen Bio, Inc. (the “Company”) and ~~Richard F. Fitzgerald, and each or either~~certain of ~~them,~~its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.001 par value (the “Common Stock”), commencing at such time as the ~~true and lawful attorneys~~Board of Directors of the ~~undersigned,~~Company (the “Board”) shall determine. Subject to adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose is 1,000,000 shares of Common Stock.

This Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and shall be interpreted consistent therewith.

1.Administration. The Plan will be administered by the Board or by a Committee appointed by the Board (the “Committee”). The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions with regard thereto shall be final and conclusive.

2.Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided that:

(a) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year;

(b) they have been employed by the Company or a Designated Subsidiary for at least six (6) months prior to enrolling in the Plan; and

(c) they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).

No employee may be granted an Option hereunder if such employee, immediately after the Option is granted, owns 5% or more of the total combined voting power or value of the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock that the employee has a contractual right to purchase shall be treated as stock owned by the employee.

The Company retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423-2(e) and (f).

3.Offerings. The Company will make one or more offerings (“Offerings”) to employees to purchase stock under this Plan. Offerings will begin at such time as the Board shall determine. Each Offering will consist of a six-month period (a “Plan Period”) during which payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period. The Board or the Committee may, at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings.

4.Participation. An employee eligible on the first day of a Plan Period of any Offering may participate in such Offering by completing and forwarding either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office at least 15 days prior to the commencement of the applicable Plan Period. The form will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term “Compensation” means the amount of money reportable on the employee’s Federal Income Tax Withholding Statement, excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal Income Tax Withholding Statement, but including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee.

5.Deductions. The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, an employee may authorize a payroll deduction in any percentage amount (in whole

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percentages) up to a maximum of 15% of the Compensation he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The Board or the Committee may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of Compensation as may be established from time to time by the Board or the Committee.

6.Deduction Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Period, by filing either a written or electronic new payroll deduction authorization form. However, an employee may not increase his or her payroll deduction during a Plan Period. If an employee elects to discontinue his or her payroll deductions during a Plan Period, but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as defined below).

7.Interest. Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine

8.Withdrawal of Funds. An employee may at any time prior to the close of business on the fifteenth business day prior to the end of a Plan Period and for any reason permanently draw out the balance accumulated in the employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Plan Period during which the employee withdrew his or her balance. The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee.

9.Purchase of Shares.

(a) Number of Shares. On the first day of each Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable purchase price (the “Option Price”) up to that number of shares of Common Stock determined by multiplying $2,083 by the number of full ~~power~~months in the Plan Period and dividing the result by the closing price (as determined below) on the first day of ~~substitution~~such Plan Period; provided, however, that no employee may be granted an Option which permits his or her rights to purchase Common Stock under this Plan and ~~revocation,~~any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and ~~authorizes them,~~its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; and, provided, further, however, that the Committee may, in its discretion, set a fixed maximum number of shares of Common Stock that each eligible employee may purchase per Plan Period which number may not be greater than the number of ~~them,~~shares of Common Stock determined by using the formula in the first clause of this Section 9(a) and which number shall be subject to ~~vote~~the second clause of this Section 9(a).

(b) Option Price. The Board or the Committee shall determine the Option Price for each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date, or shall be based solely on the closing price of the Common Stock on the Exercise Date; provided, however, that such Option Price shall be at least 85% of the applicable closing price. In the absence of a determination by the Board or the Committee, the Option Price will be 85% of the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date. The closing price shall be (a) the closing price (for the primary trading session) on any national securities exchange on which the Common Stock is listed or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal or another source selected by the Board or the Committee. If no sales of Common Stock were made on such a day, the price of the Common Stock shall be the reported price for the next preceding day on which sales were made.

(c) Exercise of Option. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of Common Stock reserved for the purpose of the Plan that his accumulated payroll deductions on such date will pay for, but not in excess of the maximum numbers determined in the manner set forth above.

(d) Return of Unused Payroll Deductions. Any balance remaining in an employee’s payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Common Stock will be carried forward into the employee’s payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall be refunded.

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10.Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates.

11.Rights on Retirement, Death or Termination of Employment. If a participating employee’s employment ends before the last business day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the employee’s account shall be paid to the employee. In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to the executor or administrator of the employee’s estate or (b) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, before the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed ceases to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for the purposes of this Plan

12.Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such employee a stockholder of the shares of Common Stock covered by an Option under this Plan until he or she has purchased and received such shares

13.Options Not Transferable. Options under this Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

14.Application of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate purpose.

15.Adjustment for Changes in Common Stock and Certain Other Events.

(b) Reorganization Events.

(1) Definition. 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.

(2) Consequences of a Reorganization Event on Options. In connection with a Reorganization Event, the Board or the Committee may take any one or more of the following actions as to outstanding Options on such terms as the Board or the Committee determines: (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding Options will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Board or the Committee in such notice, which date shall not be less than 10 days preceding the effective date of the Reorganization Event, (iii) upon written notice to employees, provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (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”), change the last day of the Plan Period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to (A) (1) the Acquisition Price times (2) the number of shares of Common Stock that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is treated as the fair market value of the Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could be purchased is subject to the limitations set forth in Section 9(a), minus (B) the result of

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multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof) and (vi) any combination of the foregoing.

For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the 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 Options to consist solely of such number of shares of common stock of ~~Sesen Bio, Inc. which~~ the ~~undersigned~~acquiring or succeeding corporation (or an affiliate thereof) that the Board determines 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.

16.Amendment of the Plan. The Board may at any time, and from time to time, amend or suspend this Plan or any portion thereof, except that (a) if the approval of any such amendment by the shareholders of the Company is ~~entitled~~required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event may any amendment be made that would cause the Plan to ~~vote at said meeting and~~fail to comply with Section 423 of the Code.

17.Insufficient Shares. If the total number of shares of Common Stock specified in elections to be purchased under any ~~adjournment thereof upon~~Offering plus the ~~matters specified and upon such other matters as~~number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot the shares then available on a pro-rata basis.

18.Termination of the Plan. This Plan may be ~~properly brought before~~terminated at any time by the ~~meeting~~Board. Upon termination of this Plan all amounts in the accounts of participating employees shall be promptly refunded.

19.Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under this Plan is subject to listing on a national stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.

20.Governing Law. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law.

21.Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any ~~adjournment thereof, conferring authority~~other proper source.

22.Notification upon Sale of Shares. Each employee agrees, by entering the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such ~~true and lawful attorneys~~disposition occurs within two years after the date of grant of the Option pursuant to ~~vote~~which such shares were purchased.

23.Grants to Employees in ~~their discretion on~~Foreign Jurisdictions. The Company may, to comply with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who are citizens or residents of such ~~other matters as~~foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees of the Company or a Designated Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of this Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may ~~properly come before~~be excluded from eligibility under the ~~meeting and revoking any proxy heretofore given.~~Plan if (a) the grant of an Option under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more appendices to this Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSALS IN ITEMS 2 AND 3. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.24.Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan with respect to one or more Designated Subsidiaries, provided that such sub-plan complies with Section 423 of the Code.

~~All votes delivered must be received by 11:59 P.M., Eastern Time, June 18, 2019.~~

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25.Withholding. If applicable tax laws impose a tax withholding obligation, each affected employee shall, no later than the date of the event creating the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.

26.Effective Date and Approval of Shareholders. The Plan shall take effect on December 19, 2013 subject to approval by the shareholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.

Adopted by the Board of Directors on

December 19, 2013

Approved by the stockholders on

January 14, 2014

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				~~PROXY TABULATOR FOR~~
				~~Sesen Bio, Inc.~~ ~~c/o MEDIANT COMMUNICATIONS~~
				~~P.O. BOX 8016~~
				~~CARY, NC 27512-9903~~






~~EVENT #~~

~~CLIENT #~~



ý
¨	Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý ¨		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material under §240.14a-12



ý	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1(1)	)	Title of each class of securities to which transaction applies:
	(2(2)	)	Aggregate number of securities to which transaction applies:
	(3(3)	)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4(4)	)	Proposed maximum aggregate value of transaction:
	(5(5)	)	Total fee paid:
¨			Fee paid previously with preliminary materials.
¨			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1(1)	)	Amount Previously Paid:
	(2(2)	)	Form, Schedule or Registration Statement No.:
	(3(3)	)	Filing Party:
	(4(4)	)	Date Filed:




	Page
Information About the Annual Meeting and Voting		1

Votes Required		23

Corporate Governance		45

Board of Directors		45

How Our Board Is Organized		67

Board Committees		78

Board Meetings and Attendance		89

Board Processes		89

Board Policies		11

Executive Officers		1314

Executive Compensation		14

Summary Compensation Table		1415

Director Compensation		2022

Audit-Related Matters		2224

Audit Committee Report		2224

Audit Fees and Services		2224

Matters to Be Voted On		2426

Proposal 1: Election of class III directors		2426

Proposal 2: To approve an amendment to our Restated Certificate of Incorporation, to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000		27

Proposal 3: To approve an amendment to our 2014 Incentive Plan to ~~(i)~~ increase the number of shares ~~reserved for issuance under our 2014 Plan by 7,908,972 shares and (ii) eliminate the “evergreen” or automatic replenishment provision~~ of ~~the 2014 Plan pursuant to which the number of shares authorized~~common stock reserved for issuance under the 2014 Incentive Plan ~~is automatically increased on an annual basis.~~by 12,000,000 shares of common stock		2529

Proposal 3:4: To approve an amendment to our 2014 ESPP to increase the number of shares of common stock reserved for issuance under the 2014 ESPP by 2,300,000 shares of common stock		36

Proposal 5: To ratify the selection of Ernst & Young LLP as ~~Sesen Bio’s~~our independent registered public accounting firm for the fiscal year ending December 31, ~~2019~~2021		3339

Proposal 6: To approve, on a non-binding advisory basis, the compensation of our named executive officers		40

Securities Authorized for Issuance under Equity Compensation Plans		41

Ownership of Common Stock		3542

~~Section 16(a) Beneficial Ownership Reporting Compliance~~	36

Other Matters		3744

Solicitation of Proxies		3744

Householding of Annual Meeting Materials		3744

Deadline for Submission of Stockholder Proposals for ~~2020~~2022 Annual Meeting ~~of Stockholders~~		3744

Annex A: Certificate of Amendment to our Restated Certificate of Incorporation		A-1

Annex B: Amendment No. 2 to our 2014 Stock Incentive Plan		B-1

Annex C: Amendment No. 1 to our 2014 Employee Stock Purchase Plan		C-1



Compensation
Annual Board Cash Retainer	$40,000			~~$35,000~~
Additional Retainer for Non-Executive Chair of the Board	$30,000			~~$47,500~~
Additional Retainers for Committee Chairs
• Audit	$15,000			~~$15,000~~
• Compensation	$10,000			~~$10,000~~
• Nominating and Corporate Governance	$8,000			~~$7,500~~
Additional Retainers for Committee Members
• Audit	$7,500			~~$7,500~~
• Compensation	$5,000			~~$6,000~~
• Nominating and Corporate Governance	$4,000			~~$3,750~~
Annual Equity Award (non-employee directors)	(1)		~~52,500 shares of common stock~~
~~Annual Equity Award (Chair of the Board)~~		~~52,500 shares of common stock~~
Initial Equity Award (non-employee directors)	(1)		~~105,000 shares of common stock~~



Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	Total ($)
Wendy L. Dixon, Ph.D.	102,996	154,576	257,572
Abbie C. Celniker, Ph.D.(2)	23,333	77,278	100,611
Paul G. Chaney(2)	24,688	77,278	101,966
Leslie L. Dan, B.Sc., Phm., M.B.A., C.M.	35,000	77,278	112,278
Jay Duker, M.D.	36,498	77,278	113,776
Barry Gertz, M.D.(2)	15,769	—	15,769
Jane V. Henderson	56,147	77,278	133,425
Daniel S. Lynch	53,024	77,278	130,302


~~(1)~~	Vests over four years, with 25% of the shares underlying the option vesting on August 7, 2019, the first anniversary of the grant date, and 6.25% of the shares underlying the option vesting quarterly thereafter until the fourth anniversary of the grant date.


~~(3)~~	~~Vests over four years, with 6.25% of the shares underlying the option vesting quarterly thereafter until the fourth anniversary of the grant date.~~


~~(2)~~	Dr. Celniker and Mr. Chaney each resigned from our Board on August 7, 2018. Dr. Gertz did not stand for re-election to the Board at our 2018 meeting of stockholders; as a result, his term expired at the completion of the 2018 annual meeting of stockholders on June 12, 2018.


Fee Category	Fiscal Year 2018		Fiscal Year 2017		Fee Category	Fiscal Year 2020		Fiscal Year 2019
Audit Fees(1)	$	547,179	$	450,000	Audit Fees(1)	$	641,254	$	1,129,201
Audit-Related Fees(2)	145,000		246,390
Tax Fees(3)	18,476		10,500
All Other Fees(4)	—		—
Audit-Related Fees(2)(3)					Audit-Related Fees(2)(3)	141,272		188,205
Tax Fees(4)					Tax Fees(4)	161,465		41,420
Total Fees	$	710,655	$	706,890	Total Fees	$	943,991	$	1,358,826


~~(1)~~	~~Audit fees consist of fees for the audit of our annual financial statements.~~


~~(2)~~	Audit-related fees for fiscal year 2018 were incurred in connection with our registered direct offering in March 2018 and our underwritten public offering in June 2018, our fees related to a registration statement on Form S-8. Audit-related fees for fiscal year 2017 were incurred in connection with a registration statement on Form S-1 filed in November 2017 as well the acquisition of Viventia.


~~(3)~~	Tax fees for fiscal years 2018 and 2017 consist of fees for tax compliance services. For fiscal year 2018 fees also consist of routing on-call tax advisory fees. Tax compliance services relate primarily to the preparation of our U.S. and various state tax returns.


~~(4)~~	~~There were no other fees for fiscal year 2018 or 2017.~~



Identity of Group	Number of Options Granted	Weighted Average Exercise Price Per Share ($)
Thomas R. Cannell, D.V.M. President and Chief Executive Officer	1,000,000	0.83
Stephen A. Hurly Former President and Chief Executive Officer	—	—
Richard F. Fitzgerald Chief Financial Officer, Secretary and Treasurer	478,500	1.13
Dennis Kim, M.D., MPH Chief Medical Officer	—	—
All executive officers, as a group	1,997,276	1.00
All non-employee directors, as a group	579,977	4.13
All employees (excluding executive officers, as a group)	913,809	1.26


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options and warrants		Weighted-average exercise price of outstanding options and warrants(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))	Plan Category	(a) Number of securities to be issued upon exercise of outstanding options and warrants		Weighted-average exercise price of outstanding options and warrants($)(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders - options	1,966,947	(2)	2.43	2,039,406	Equity compensation plans approved by security holders - options	8,013,844	(2)	1.20	4,863,562
Equity compensation plans not approved by security holders - options (3)	1,975,000	(4)	1.8		Equity compensation plans not approved by security holders - options (3)	2,133,000	(4)	1.52	—
Total	3,941,947			2,039,406	Total	10,146,844			4,863,562



Name and Address of Beneficial Owner	Number of shares beneficially owned	Percentage of shares beneficially owned
5% Stockholders:
Third Rock Ventures, L.P. (1)	4,841,591	6.3	%
Clairmark Investments Ltd. (2)	3,582,328	4.6	%
Consonance Capital (3)	7,523,296	9.7	%
Kingdon Capital (4)	5,239,557	6.8	%
Directors and Named Executive Officers:
Wendy Dixon, Ph.D. (5)	145,359	*
Leslie L. Dan, B.Sc., Phm., M.B.A., C.M. (2) (6)	3,657,249	4.7	%
Jay S. Duker, M.D. (7)	84,787	*
Jane V. Henderson (8)	105,849	*
Daniel S. Lynch (9)	238,146	*
Stephen A. Hurly	398,031	*
Richard F. Fitzgerald (10)	92,406	*
Thomas R. Cannell, D.V.M. (11)	62,500	*
Dennis Kim, M.D., MPH	20,000	*
All current executive officers and directors as a group (8 persons) (12)	4,616,947	5.9	%


~~(1)~~	Based on information reported by Third Rock Ventures, L.P., or TRV L.P., on Schedule 13D filed with the SEC on February 21, 2014. TRV L.P. directly holds 4,841,591 shares of common stock. Each of Third Rock Ventures GP L.P.,


~~(2)~~	Based on information reported by Clairmark on Schedule 13D filed with the SEC on September 26, 2016. Clairmark is the beneficial owner of the 3,582,328 shares of common stock issued to Clairmark as consideration for the Acquisition of Viventia. The address of each of the reporting persons is Clairmark Investments Ltd., 305 Milner Avenue, Suite 914, Toronto, Ontario M1B 3V4.


~~(3)~~	~~Based on information reported by Consonance Capital on Schedule 13D filed with the SEC on February 14, 2019.~~


~~(4)~~	~~Based on information reported by Kingdon Capital on Schedule 13D filed with the SEC on February 4, 2019.~~


~~(5)~~	~~Consists of 145,359 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(6)~~	~~Includes 74,921 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(7)~~	~~Consists of 84,787 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(8)~~	~~Consists of 105,849 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(9)~~	~~Includes 167,267 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(10)~~	~~Consists of 92,406 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(11)~~	~~Consists of 62,500 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


~~(12)~~	~~Includes 943,740 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 26, 2019.~~


1.	1. Section 4(a)(1)(i) of the Plan is amended and restated as follows:


2.	~~Section 4(a)(1)(iii) of the Plan is amended and restated as follows:~~

~~• Mark, sign and date your Proxy Card/Voting Instruction Form.~~

~~• Detach your Proxy Card/Voting Instruction Form.~~

~~• Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.~~