June 23, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Healthcare and Insurance
100 F Street, N.E.
Washington, D.C. 20549
Attention: |
| Mary Beth Breslin – Legal |
|
| Keira Nakada/ Sharon Blume – Accounting |
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Re: |
| Mersana Therapeutics, Inc. |
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| Registration Statement on Form S-1 |
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| Registration No. 333-218412 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on June 27, 2017, or as soon as possible thereafter. The Company hereby authorizes Marc A. Rubenstein and William J. Michener of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.
Please call Marc A. Rubenstein of Ropes & Gray LLP, counsel to the Company, at (617) 951-7826 as soon as the registration statement has been declared effective.
| Very truly yours, | |
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| MERSANA THERAPEUTICS, INC. | |
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| By: | /s/ Anna Protopapas |
| Name: | Anna Protopapas |
| Title: | President and Chief Executive Officer |
