Case 1:21-cv-11538-RGS Document 11 Filed 05/01/22 Page 1 of 98
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`UNITED STATES DISTRICT COURT
`DISTRICT OF MASSACHUSETTS
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`IN RE SESEN BIO, INC. DERIVATIVE
`LITIGATION
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`Lead Case No.: 1:21-cv-11538
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`VERIFIED CONSOLIDATED SHAREHOLDER DERIVATIVE COMPLAINT
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`INTRODUCTION
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`Plaintiffs Joshua Myers and Peter D’Arcy (“Plaintiffs”), by Plaintiffs’ undersigned
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`attorneys, derivatively and on behalf of Nominal Defendant Sesen Bio, Inc. (“Sesen” or the
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`“Company”), file this Verified Consolidated Shareholder Derivative Complaint against
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`Defendants Thomas R. Cannell (“Cannell”), Monica Forbes (“Forbes”), Carrie L. Bourdow
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`(“Bourdow”), Jay S. Duker (“Duker”), Jane V. Henderson (“Henderson”), Peter K. Honig
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`(“Honig”), Michael Jewett (“Jewett”), and Jason A. Keyes (“Keyes”) (collectively, the “Individual
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`Defendants” and with Sesen, “Defendants”) for breaches of their fiduciary duties as directors
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`and/or officers of Sesen, unjust enrichment, abuse of control, gross mismanagement, waste of
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`corporate assets, violations of Section 14(a) of the Securities Exchange Act of 1934 (the
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`“Exchange Act”), and for contribution under Sections 10(b) and 21D of the Exchange Act. As for
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`Plaintiffs’ complaint against the Individual Defendants, Plaintiffs allege the following based upon
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`personal knowledge as to Plaintiffs and Plaintiffs’ own acts, and information and belief as to all
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`other matters, based upon, inter alia, the investigation conducted by and through Plaintiffs’
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`attorneys, which included, among other things, a review of the Defendants’ public documents,
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`conference calls and announcements made by Defendants, United States Securities and Exchange
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`Commission (“SEC”) filings, wire and press releases published by and regarding Sesen, legal
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`filings, news reports, securities analysts’ reports and advisories about the Company, and
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`information readily obtainable on the Internet. Plaintiffs believe that substantial evidentiary
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`support will exist for the allegations set forth herein after a reasonable opportunity for discovery.
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`NATURE OF THE ACTION
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`1.
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`This is a shareholder derivative action that seeks to remedy wrongdoing committed
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`by Sesen’s directors and officers from December 21, 2020 through August 17, 2021 (the “Relevant
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`Period”).
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`2.
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`Sesen, a Delaware corporation based in Cambridge, Massachusetts, is a late-stage
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`clinical company advancing targeted fusion protein (“TFP”) therapeutics for the treatment of
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`patients with cancer. The Company’s most advanced product candidate, Vicineum, is a locally-
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`administered targeted fusion protein designed to treat bacillus Calmette-Guérin (“BCG”)-
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`unresponsive, non-muscle invasive bladder cancer (“NMIBC”) or a form of squamous cell
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`carcinoma of the head and neck.
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`3.
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`The Company has an ongoing Phase 3 clinical trial of Vicineum as a monotherapy
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`in patients with BCG-unresponsive NMIBC (the “VISTA trial”). The VISTA trial completed
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`enrollment in April 2018 with a total of 133 patients. Vicineum has also been tested in clinical
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`trials for treatment against head and neck cancer.
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`4.
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`Vicineum is dispensed with a catheter in the bladder directly and contains
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`especially toxic substances designed to kill the cells it interacts with. The Company maintains that
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`Vicineum selectively interacts with cancer cells existing in the bladder only before it ultimately
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`leaves the body two hours after its administration via urination.
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`5.
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`On December 18, 2020, the Company submitted its completed Biologics License
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`Application (“BLA”) for Vicineum (the “Vicineum BLA”) for the treatment of BCG-unresponsive
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`NMIBC to the United States Food and Drug Administration (“FDA”). In submitting the Vicineum
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`BLA to the FDA, the Company included results from the sites where investigator misconduct had
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`occurred (the “Submission Misconduct”).
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`6.
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`Beginning December 21, 2020 and throughout the Relevant Period, the Individual
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`Defendants made, or caused the Company to make, materially false and misleading statements
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`concerning Sesen’s business, operations, and prospects. Specifically, during the Relevant Period,
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`the Company issued press releases and filed documents with the SEC which touted Vicineum’s
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`safety profile, efficacy, and trial results and the ostensible progress it had made towards swift
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`regulatory approval in the United States, Europe, and worldwide, including FDA approval of the
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`Vicineum BLA, and in preparing to commercialize Vicineum.
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`7.
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`During this time, the Individual Defendants failed to disclose that clinical trials of
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`Vicineum were plagued by thousands of protocol violations, damning investigator misconduct,
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`and worrying signs of toxicity. Indeed, during the Company’s Vicineum trials, several instances
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`of investigator misconduct occurred. In the first, the “investigator had his clinic closed in 2017
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`after his hospital’s disciplinary committee concluded he had engaged in ‘disgraceful,
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`dishonorable, or unprofessional’ behavior.” (Emphasis added.) In the second, the “investigator
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`was found to be back-dating data, according to internal Sesen documents, casting serious doubt
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`on any information gathered from his clinic.” (Emphasis added.)
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`8.
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`The Company failed to disclose the Submission Misconduct, and that, as a result of
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`the foregoing, Vicineum was subject to material risks that threatened regulatory approval both in
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`the United States and in Europe.
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`9.
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`In March 2021, a few months after announcing the Company’s BLA to the FDA,
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`Sesen announced that it submitted a marketing authorization application (“MAA”) to the European
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`Medicines Agency (“EMA”) seeking regulatory approval for Vicineum in Europe.
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`10.
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`Given the sad financial state at the Company and given that Vicineum was Sesen’s
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`sole product candidate, it was imperative that Defendants obtained regulatory approval—or at least
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`achieved the appearance thereof, in order to appeal to investors about the Company’s standing and
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`prospects. However, during the time the aforementioned statements were made, regulators—the
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`EMA in particular—had communicated serious concerns with Vicineum and Sesen’s clinical trials
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`to Defendants.
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`11.
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`The Individual Defendants’ misrepresentations had the effect of misleading the
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`investing public and artificially inflating the Company’s stock during the Relevant Period. In fact,
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`the Company’s stock price sky-rocketed during the Relevant Period, enabling Defendants to raise
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`$175 million in capital from unsuspecting investors in an “at the market” offering during the first
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`three quarters of 2021 (the “Offering”).
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`12.
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`The truth began to emerge on August 13, 2021, when the Company announced that
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`the FDA had declined to approve the Vicineum BLA. Specifically, the FDA specified
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`“recommendations specific to additional clinical/statistical data and analysis in addition to
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`Chemistry, Manufacturing and Controls (CMC) issues pertaining to a recent pre-approval
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`inspection and product quality.”
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`13.
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`On this news, the Company’s share price fell $2.80 per share, or 57%, from its
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`closing price of $4.91 per share on August 12, 2021, to close at $2.11 per share on August 13,
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`2021.
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`14.
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`The Company held a conference call on the morning of August 16, 2021, in which
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`Defendant Cannell disclosed that Sesen would “need to do a clinical trial to provide the additional
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`efficacy and safety data necessary for the FDA to assess the benefit-risk profile, which is the basis
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`for approval.” He further disclosed that the Company did not expect to resubmit the BLA until
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`2023.
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`15.
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`On this news, the Company’s share price fell $0.89 per share, or 42%, from its
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`closing price of $2.11 per share on August 13, 2021, to close at $1.22 per share on August 16,
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`2021.
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`16.
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`On August 18, 2021, the health-oriented news website statnews.com (“STAT”)
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`published an article entitled “Sesen Bio trial of cancer drug marked by misconduct and worrisome
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`side effects, documents show” (the “Article”). The Article stated that Vicineum’s clinical trial
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`“was marked by thousands of violations of study rules, damning investigator misconduct, and
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`worrying signs of toxicity the company did not publicly disclose, according to hundreds of pages
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`of internal documents obtained by STAT and confirmed by three people familiar with the matter.”
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`17.
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`Following the Article’s release, the Company’s share price fell $0.20 per share, or
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`13%, from its closing price of $1.51 per share on August 17, 2021, to close at $1.31 per share on
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`August 18, 2021.
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`18.
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`Shortly thereafter, on August 20, 2021, the Company announced that it withdrew
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`its MAA to the EMA. On October 20, 2021, the EMA published a “Withdrawal assessment report”
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`noting, among other things, that the drug was “not approvable since ‘major objections’ have been
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`identified [.]” See Exhibit A hereto.
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`19.
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`During the Relevant Period, the Individual Defendants breached their fiduciary
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`duties by personally making and/or causing the Company to make to the investing public a series
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`of materially false and misleading statements regarding the Company’s business, operations, and
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`prospects. Specifically, the Individual Defendants willfully or recklessly made and/or caused the
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`Company to make false and misleading statements that failed to disclose, inter alia, that: (1)
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`clinical trials of Vicineum revealed that the drug leaked from the administration site out into the
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`body, impacting healthy cells as opposed to only cancerous cells, and caused worrisome side
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`effects, including dangerous elevations in liver enzymes associated with organ failure and death;
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`(2) the Company’s VISTA trial for Vicineum had over 2,000 trial protocol violations, 215 of which
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`were classified as “major;” (3) independent monitors of Sesen’s Vicineum trials found three
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`investigators guilty of noncompliance that threatened the integrity of the study’s data; (4) the
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`Company had engaged in the Submission Misconduct; (5) EMA communicated to the Company
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`significant issues it found with the VISTA trial and Vicineum; and (6) the Company failed to
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`maintain adequate internal controls. As a result of the foregoing, Sesen’s public statements
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`regarding Vicineum were materially false and misleading at all relevant times.
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`20.
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`The Individual Defendants also breached their fiduciary duties by failing to correct
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`and/or causing the Company to fail to correct these false and misleading statements and omissions
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`of material fact.
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`21.
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`In further breach of their fiduciary duties, Defendants Cannell, Bourdow, Duker,
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`Henderson, and Keyes caused the Company to engage in the Submission Misconduct by
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`submitting tainted data to the FDA even though the Company was advised that the data in question
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`“cannot be used in any data analysis” submitted to the FDA.
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`22.
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`Additionally, in breach of their fiduciary duties, the Individual Defendants caused
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`the Company to fail to maintain adequate internal controls.
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`23.
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`In light of the Individual Defendants’ misconduct—which has subjected the
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`Company, its Chief Executive Officer (“CEO”), and its Chief Financial Officer (“CFO”) to a
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`consolidated federal securities fraud class action lawsuit pending in the United States District
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`Court for the Southern District of New York (the “Securities Class Action”) and which has further
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`subjected the Company to the need to undertake intake internal investigations, the need to
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`implement adequate internal controls, losses from the waste of corporate assets, and losses due to
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`the unjust enrichment of Individual Defendants who were improperly overcompensated by the
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`Company and/or who benefitted from the wrongdoing alleged herein—the Company will have to
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`expend many millions of dollars.
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`24.
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`The Company has been substantially damaged as a result of the Individual
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`Defendants’ knowing or highly reckless breaches of fiduciary duty and other misconduct.
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`25.
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`In light of the breaches of fiduciary duty engaged in by the Individual Defendants,
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`most of whom are the Company’s current directors, of the collective engagement in fraud and
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`misconduct by the Company’s directors, of the substantial likelihood of the directors’ liability in
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`this derivative action and of the CEO’s and CFO’s liability in the Securities Class Action, of their
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`not being disinterested and/or independent directors, a majority of the Company’s Board of
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`Directors (the “Board”) cannot consider a demand to commence litigation against themselves on
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`behalf of the Company with the requisite level of disinterestedness and independence.
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`JURISDICTION AND VENUE
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`26.
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`This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 because
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`Plaintiffs’ claims raise a federal question under Section 14(a) of the Exchange Act (15 U.S.C.
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`§ 78n(a)(1)), Rule 14a-9 promulgated under the Exchange Act (17 C.F.R. § 240.14a-9), Section
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`10(b) of the Exchange Act (15. U.S.C. § 78j(b)), and Section 21D of the Exchange Act (15 U.S.C.
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`§ 78u-4(f)). Plaintiffs’ claims also raise a federal question pertaining to the claims made in the
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`Securities Class Action based on violations of the Exchange Act.
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`27.
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`This Court also has subject matter jurisdiction pursuant to 28 U.S.C. § 1332.
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`Plaintiffs and Defendants are citizens of different states and/or countries, and the amount in
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`controversy exceeds the sum or value of $75,000 exclusive of interest and costs.
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`28.
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`This Court has supplemental jurisdiction over Plaintiffs’ state law claims pursuant
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`to 28 U.S.C. § 1367(a).
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`29.
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`This derivative action is not a collusive action to confer jurisdiction on a court of
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`the United States that it would not otherwise have.
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`30.
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`Venue is proper in this District because the alleged misstatements and wrongs
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`complained of herein entered this District, the Defendants have conducted business in this District,
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`the Company’s principal executive offices are within this district, and Defendants’ actions have
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`had an effect in this District.
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`Plaintiffs
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`PARTIES
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`31.
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`Plaintiff Joshua Myers is a current shareholder of Sesen. Plaintiff Joshua Myers has
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`continuously held Sesen common stock at all relevant times.
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`32.
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`33.
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`Plaintiff Joshua Myers is a citizen of Oklahoma.
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`Plaintiff Peter D’Arcy is a current shareholder of Sesen. Plaintiff Peter D’Arcy has
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`continuously held Sesen common stock at all relevant times.
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`34.
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`Peter D’Arcy is a citizen of the United Kingdom.
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`Nominal Defendant Sesen
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`35.
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`Sesen is a Delaware corporation with principal executive offices at 245 First Street,
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`Suite 1800, Cambridge, Massachusetts, 02142. Sesen’s shares trade on the NASDAQ Global
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`Market (“NASDAQ”) under the ticker symbol “SESN.”
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`Defendant Cannell
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`36.
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`Defendant Cannell has served as the Company’s President and Chief Executive
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`Officer (“CEO”) and as a Company director since August 2018. According to the Company’s
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`preliminary proxy statement filed with the SEC on Form PRE 14A on April 12, 2022 (the “2022
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`Preliminary Proxy”), as of April 25, 2022, Defendant Cannell beneficially owned 3,518,750 shares
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`of the Company’s common stock. Given that the price per share of the Company’s common stock
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`at the close of trading on April 25, 2022 was $0.4401, Defendant Cannell owned approximately
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`$1.5 million worth of Sesen stock as of that date.
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`37.
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`For the fiscal year ended December 31, 2021 (the “2021 Fiscal Year”), Defendant
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`Cannell received $4,921,698 in compensation from the Company, consisting of $558,362 in salary,
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`$4,123,086 in option awards, $236,250 in non-equity incentive plan compensation, and $4,000 in
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`all other compensation. For the fiscal year ended December 31, 2020 (the “2020 Fiscal Year”),
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`Defendant Cannell received $1,702,506 in compensation from the Company, consisting of
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`$532,917 in salary, $817,449 in option awards, $348,140 in non-equity incentive plan
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`compensation, and $4,000 in all other compensation. Defendant Cannell’s base salary of $535,600
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`was increased to $562,500 on March 1, 2021.
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`38.
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`39.
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`Upon information and belief, Defendant Cannell is a citizen of Pennsylvania.
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`The 2022 Preliminary Proxy stated the following about Defendant Cannell:
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`Thomas R. Cannell, D.V.M. has served as our President and Chief Executive
`Officer and a member of our Board 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®.
`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 D.V.M. degree from Washington State University.
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`We believe that Dr. Cannell’s perspective and history as our President and Chief
`Executive Officer, and the breadth and depth of his industry experience, qualify
`him to serve on our Board.
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`
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`Defendant Forbes
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`40.
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`Defendant Forbes has served as the Company’s CFO since August 2019. According
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`to the 2022 Preliminary Proxy, as of April 25, 2022, Defendant Forbes beneficially owned 797,500
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`shares of the Company’s common stock. Given that the price per share of the Company’s common
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`stock at the close of trading on April 25, 2022 was $0.4401, Defendant Forbes owned
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`approximately $350,979 worth of Sesen stock as of that date.
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`41.
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`For the 2021 Fiscal Year, Defendant Forbes received $1,871,878 in compensation
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`from the Company, consisting of $377,958 in salary, $148,778 in stock awards, $1,195,695 in
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`option awards, $145,447 in non-equity incentive plan compensation, and $4,000 in all other
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`compensation. For the 2020 Fiscal Year, Defendant Forbes received $795,329 in compensation
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`from the Company, consisting of $360,500 in salary, $1,000 in bonus, $259,329 in option awards,
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`and $174,500 in non-equity incentive plan compensation. Defendant Forbes’ base salary of
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`$362,600 was increased to $380,750 on March 1, 2021.
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`42.
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`43.
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`Upon information and belief, Defendant Forbes is a citizen of California.
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`The 2022 Preliminary Proxy stated the following about Defendant Forbes:
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`Monica Forbes has served as our Chief Financial Officer and Treasurer since
`August 2019. Ms. Forbes previously served as a finance consultant to the Company
`from April 2019 through July 2019, at which time she joined the Company as our
`Vice President, Finance and then transitioned into the Chief Financial Officer role.
`From July 2018 to April 2019, Ms. Forbes served as the Vice President and Chief
`Financial Officer of Nalpropion Pharmaceuticals, Inc. Prior to that Ms. Forbes
`served as Vice President and acting Chief Financial Officer of Orexigen
`Therapeutics, Inc. from February 2018 until Nalpropion’s acquisition of Orexigen
`in July 2018, Senior Director of 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 Chapter 11
`bankruptcy in March 2018. Ms. Forbes holds a B.S. in Business Administration
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`from San Diego State University.
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`Defendant Bourdow
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`44.
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`Defendant Bourdow has served as a Company director since February 20, 2020.
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`She currently serves as a member of the Audit Committee and the Nominating and Corporate
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`Governance Committee. According to the 2022 Preliminary Proxy, as of April 25, 2022, Defendant
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`Bourdow beneficially owned 243,278 shares of the Company’s common stock. Given that the
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`price per share of the Company’s common stock at the close of trading on April 25, 2022 was
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`$0.4401, Defendant Bourdow owned $107,066 worth of Sesen stock as of that date.
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`45.
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`For Fiscal Year 2021, Defendant Bourdow received total compensation of
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`$215,910 from the Company, comprising $50,916 in cash payments and $164,994 in option
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`awards. For Fiscal Year 2020, Defendant Bourdow received total compensation of $126,257 from
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`the Company, comprising $42,376 in cash payments and $83,881 in option awards.
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`46.
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`47.
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`Upon information and belief, Defendant Bourdow is a citizen of Pennsylvania.
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`The 2022 Preliminary Proxy stated the following about Defendant Bourdow:
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`Carrie L. Bourdow has served as a member of our Board since February 2020. Ms.
`Bourdow has served as the President, Chief Executive Officer and a member of the
`board of directors of Trevena, Inc. (Nasdaq: TRVN) since October 2018. Prior to
`her role as President and Chief Executive Officer, Ms. Bourdow joined Trevena as
`Senior Vice President and 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 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 increasing responsibility across commercial functions and
`therapeutic areas. Since June 2017, she has served on the board of directors of
`Nabriva Therapeutics plc. (Nasdaq: NBRV), a publicly traded biopharmaceutical
`company.
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`We believe that Ms. Bourdow is qualified to serve on our Board because of her
`extensive executive leadership experience, and her nearly thirty years of
`pharmaceutical industry experience.
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`
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`Defendant Duker
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`48.
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`Defendant Duker has served as a Company director since January 2015 and as Chair
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`of the Board since February 2020. He also serves as Chair of the Nominating and Corporate
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`Governance Committee, Chair of the Compensation Committee, and as a member of the Science
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`Committee. According to the 2022 Preliminary Proxy, as of April 25, 2022, Defendant Duker
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`beneficially owned 288,787 shares of the Company’s common stock. Given that the price per share
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`of the Company’s common stock at the close of trading on April 25, 2022 was $0.4401, Defendant
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`Duker owned $worth of Sesen stock as of that date.
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`49.
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`For Fiscal Year 2021, Defendant Duker received total compensation of $251,282
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`from the Company, comprising of $86,288 in cash payments and $164,994 in option awards. For
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`Fiscal Year 2020, Defendant Duker received total compensation of $105,821 from the Company,
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`comprising $82,259 in cash payments and $23,562 in option awards.
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`50.
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`51.
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` Upon information and belief, Defendant Duker is a citizen of Massachusetts.
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`The 2022 Preliminary Proxy stated the following about Defendant Duker:
`
`Jay S. Duker, M.D. has served as a member of our Board since January 2015 and
`Chair 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. Dr. Duker is currently the Chief Operating Officer of EyePoint
`Pharmaceuticals, Inc. (Nasdaq: EYPT) and previously served as EyePoint’s
`Strategic Scientific Officer from July 2020 to November 2021. Prior to this
`position, Dr. Duker served on EyePoint's Board of Directors for from September
`2016 to July 2020. Dr. Duker was the Director of the New England Eye Center
`from 2001 to October 2021 and the Chair of Ophthalmology at Tufts Medical
`Center and the Tufts University School of Medicine from April 2001 to November
`2021. He has published more than 350 journal articles, with his major research
`interests including ocular imaging, in particular optical coherence tomography
`(OCT), and drug delivery to the posterior segment of the eye. His book, Yanoff and
`Duker’s Ophthalmology, is one of the bestselling ophthalmic texts over the past
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`two decades. Dr. Duker is the co-founder of three companies, including Hemera
`Biosciences, a clinical stage biotech company whose focus is a gene therapy based
`treatment for age-related macular degeneration that was acquired by Janssen in
`2020. Dr. Duker received an A.B. from Harvard University and a M.D. from the
`Jefferson Medical College at Thomas Jefferson University.
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`We believe that Dr. Duker is qualified to serve on our Board because of his
`extensive clinical and academic experience, his medical knowledge and his roles as
`a co-founder of other life sciences companies and senior executive of a
`pharmaceutical company
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`Defendant Henderson
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`52.
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`Defendant Henderson served as a Company director from October 2013 until she
`
`resigned from the Board on November 22, 2021 and transitioned to a CEO Advisor role. She
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`previously served as Chair of the Audit Committee and as a member of the Compensation
`
`Committee. According to the Company’s Schedule 14A filed with the SEC on April 29, 2021 (the
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`“2021 Proxy Statement”), as of March 18, 2021, Defendant Henderson beneficially owned
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`217,349 shares of the Company’s common stock. Given that the price per share of the Company’s
`
`common stock at the close of trading on March 18, 2021 was $3.06, Defendant Henderson owned
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`$665,087.94 worth of Sesen stock as of that date.
`
`53.
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`For Fiscal Year 2021, Defendant Henderson received total compensation of
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`$221,429 from the Company, comprising $56,435 in cash payments and $164,994 in option
`
`awards. For Fiscal Year 2020, Defendant Henderson received total compensation of $87,060 from
`
`the Company, comprising $63,498 in cash payments and $23,562 in option awards.
`
`54.
`
`55.
`
`Upon information and belief Defendant Henderson is a citizen of New York.
`
`The 2021 Proxy Statement stated the following about Defendant Henderson:
`
`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 from July 2018 to December 2020 and as the Chief
`Financial Officer and Senior Vice President of Corporate Development of Voyager
`
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`Case 1:21-cv-11538-RGS Document 11 Filed 05/01/22 Page 14 of 98
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`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 board of directors of IVERIC bio, Inc. (Nasdaq:
`ISEE), formerly Ophthotech Corporation, where she also serves as Chair of the
`Audit 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 twelve years and as an investment
`banker for twenty years.
`
`Defendant Honig
`
`56.
`
`Defendant Honig has served as a Company director since July 20, 2021. He also
`
`serves as a member of the Audit Committee and Science Committee. According to the 2022
`
`Preliminary Proxy, as of April 25, 2022, Defendant Honig beneficially owned 56,528 shares of the
`
`Company’s common stock. Given that the price per share of the Company’s common stock at the
`
`close of trading on April 25, 2022 was $0.4401, Defendant Honig owned $24,877 worth of Sesen
`
`stock as of that date.
`
`57.
`
`For Fiscal Year 2021, Defendant Honig received total compensation of $470,814
`
`from the Company, comprising $20,258 in cash payments and $449,516 in option awards.
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`Case 1:21-cv-11538-RGS Document 11 Filed 05/01/22 Page 15 of 98
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`58.
`
`59.
`
`Upon information and belief, Defendant Honig is a citizen of Pennsylvania.
`
`The 2022 Preliminary Proxy stated the following about Defendant Honig:
`
`Peter K Honig M.D., M.P.H. has served as a member of our Board since July 2021.
`From July 2014 to July 2021, Dr. Honig served in various positions at Pfizer, Inc.
`(NYSE: PFE), most recently Dr. Honig previously served as the Senior Vice
`President and Head of Global Regulatory Affairs and Group Head of Development
`China and Japan Pfizer Inc. (NYSE:PFE). Prior to this position, from July 2010 to
`May 2014, Dr. Honig served as Head of Global Regulatory Affairs and Patent
`Safety at Astra Zeneca, LLP, a pharmaceutical company and, from January 2003
`through December 2009, Dr. Honig served as Senior Vice President, Worldwide
`Regulatory Affairs and Product Safety at Merck & Co, a pharmaceutical company.
`From March 2002 to January 2003, Dr. Honig was Merck’s Vice President,
`Worldwide Product Safety and Quality Assurance. Prior to Merck, from 1993 to
`2002, Dr. Honig held various positions at the United States Food and Drug
`Administration FDA including Director of the Office of Drug Safety in the FDA’s
`Center for Drug Evaluation and Research. Dr. Honig previously served on the
`boards of directors of Celladon Corporation from 2014 to 2016 and Orexigen
`Therapeutics, Inc. (Nasdaq: OREX) from 2010 to 2019. Currently, he serves on the
`boards of Alopexx, Karyopharm (Nasdaq: KPTI), SwissThera, the Drug
`Information Association and is a senior advisor to Travecta Therapeutics, Inc., the
`Boston Consulting Group and Blackstone Life Sciences. Dr. Honig received his
`B.A. in History from Columbia College of Columbia University, his M.D. from
`Columbia College of Physicians & Surgeon