0000899243-17-020175.txt : 20170811 0000899243-17-020175.hdr.sgml : 20170811 20170811204005 ACCESSION NUMBER: 0000899243-17-020175 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20170801 FILED AS OF DATE: 20170811 DATE AS OF CHANGE: 20170811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRENCH DOUGLAS D CENTRAL INDEX KEY: 0001198064 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 171026598 MAIL ADDRESS: STREET 1: C/O 420 MAIN STREET CITY: EVANSVILLE STATE: IN ZIP: 47708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cunningham Joe H CENTRAL INDEX KEY: 0001623014 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 171026599 MAIL ADDRESS: STREET 1: C/O SHV MANAGEMENT SERVICES, LLC STREET 2: FROST TOWER, 401 CONGRESS AVE. STE. 2950 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANTE HEALTH VENTURES I LP CENTRAL INDEX KEY: 0001433076 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 171026596 BUSINESS ADDRESS: STREET 1: C/O SHV MANAGEMENT SERVICES LP STREET 2: 300 WEST SIXTH STREET, SUITE 2300 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-721-1200 MAIL ADDRESS: STREET 1: C/O SHV MANAGEMENT SERVICES LP STREET 2: 300 WEST SIXTH STREET, SUITE 2300 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sante Health Ventures I Annex Fund, LP CENTRAL INDEX KEY: 0001640842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 171026595 BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVENUE, SUITE 2950 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 721-1200 MAIL ADDRESS: STREET 1: 401 CONGRESS AVENUE, SUITE 2950 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHV Management Services, LLC CENTRAL INDEX KEY: 0001622968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 171026600 BUSINESS ADDRESS: STREET 1: FROST TOWER STREET 2: 401 CONGRESS AVENUE, SUITE 2950 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 721-1200 MAIL ADDRESS: STREET 1: FROST TOWER STREET 2: 401 CONGRESS AVENUE, SUITE 2950 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHV Management Services, LP CENTRAL INDEX KEY: 0001622969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 171026597 BUSINESS ADDRESS: STREET 1: FROST TOWER STREET 2: 401 CONGRESS AVENUE, SUITE 2950 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 721-1200 MAIL ADDRESS: STREET 1: FROST TOWER STREET 2: 401 CONGRESS AVENUE, SUITE 2950 CITY: AUSTIN STATE: TX ZIP: 78701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Molecular Templates, Inc. CENTRAL INDEX KEY: 0001183765 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943409596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9301 AMBERGLEN BLVD STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78729 BUSINESS PHONE: 512 896 1555 MAIL ADDRESS: STREET 1: 9301 AMBERGLEN BLVD STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78729 FORMER COMPANY: FORMER CONFORMED NAME: THRESHOLD PHARMACEUTICALS INC DATE OF NAME CHANGE: 20020828 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-08-01 0 0001183765 Molecular Templates, Inc. MTEM 0001622968 SHV Management Services, LLC C/O SANTE VENTURES 300 W 6TH STREET, SUITE 2300 AUSTIN TX 78701 0 0 1 0 0001623014 Cunningham Joe H C/O SANTE VENTURES 300 W 6TH STREET, SUITE 2300 AUSTIN 78701 0 0 1 0 0001198064 FRENCH DOUGLAS D C/O SANTE VENTURES 300 W 6TH STREET, SUITE 2300 AUSTIN TX 78701 0 0 1 0 0001622969 SHV Management Services, LP 300 W 6TH STREET, SUITE 2300 AUSTIN TX 78701 0 0 1 0 0001433076 SANTE HEALTH VENTURES I LP 300 W 6TH STREET, SUITE 2300 AUSTIN TX 78701 0 0 1 0 0001640842 Sante Health Ventures I Annex Fund, LP 300 W 6TH STREET, SUITE 2300 AUSTIN TX 78701 0 0 1 0 Common Stock 7897298 I Held by Sante Health Ventures I, L.P. Common Stock 864665 I Held by Sante Health Ventures I Annex Fund, L.P. Warrants 6.8423 2017-08-01 2024-08-01 Common Stock 19310 I Held by Sante Health Ventures I, L.P. Warrants 6.8423 2017-08-01 2024-08-01 Common Stock 4827 I Held by Sante Health Ventures I Annex Fund, L.P. The securities held by Sante Health Ventures I, L.P. and Sante Health Ventures I Annex Fund, L.P. may be deemed to be beneficially owned by Joe Cunningham, M.D. and Douglas D. French, who are managing directors (the "SHV Directors") of SHV Management Services, LLC ("SHV Management"). SHV Management is the general partner of SHV Management Services, LP, which is the general partner of Sante Health Ventures I, L.P., and SHV Annex Services, LP, which is the general partner of Sante Health Ventures I Annex Fund, L.P. Each of the SHV Directors, SHV Management, SHV Management Services, LP and SHV Annex Services, LP disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. SHV MANAGEMENT SERVICES, LLC, By: Kevin Lalande, Its Managing Member, By: /s/ Jason S. Kim, Attorney in fact 2017-08-11 SHV MANAGEMENT SERVICES, L.P., By: SHV Management Services, LLC, Its general partner, By: Kevin Lalande, Its Managing Member, By: /s/ Jason S. Kim, Attorney in fact 2017-08-11 SANTE HEALTH VENTURES I, L.P., By: SHV Management Services, L.P., Its general partner, By: SHV Management Services, LLC, Its general partner, By: Kevin Lalande, Its Managing Member, By: /s/ Jason S. Kim, Attorney in fact 2017-08-11 SANTE HEALTH VENTURES I ANNEX FUND, L.P., By: SHV Annex Services, LP, Its general partner, By: SHV Management Services, LLC, Its general partner, By: Kevin Lalande, Its Managing Member, By: /s/ Jason S. Kim, Attorney in fact 2017-08-11 JOE CUNNINGHAM, MD, By: /s/ Jason S. Kim, Attorney-in-Fact 2017-08-11 DOUGLAS D. FRENCH, By: /s/ Jason S. Kim, Attorney in fact 2017-08-11 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                               POWER OF ATTORNEY

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, forms and authentication
         documents for EDGAR Filing Access;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of Company,
         forms and authentication documents for EDGAR Filing Access;

     (3) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         forms and authentication documents;

     (4) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of the Company,
         Forms 3, 4 and 5 (including any amendments thereto) in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended, and
         the rules thereunder (collectively, the "Exchange Act");

     (5) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, prepare, complete and execute any amendment or
         amendments thereto, and timely file such form with the U.S. Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (6) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

                            [Signature page follows]


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.


                                      SHV MANAGEMENT SERVICES, LLC

                                 By: /s/ Kevin Lalande
                                     -----------------
                                     Kevin Lalande,
                                     Its Managing Member

EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT
                               POWER OF ATTORNEY

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, forms and authentication
         documents for EDGAR Filing Access;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of Company,
         forms and authentication documents for EDGAR Filing Access;

     (3) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         forms and authentication documents;

     (4) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of the Company,
         Forms 3, 4 and 5 (including any amendments thereto) in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended, and
         the rules thereunder (collectively, the "Exchange Act");

     (5) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, prepare, complete and execute any amendment or
         amendments thereto, and timely file such form with the U.S. Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (6) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

                            [Signature page follows]


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date set forth below.


                                           SHV MANAGEMENT SERVICES, L.P.

                                       By: SHV Management Services, LLC,
                                           Its general partner

                                       By: /s/ Kevin Lalande
                                           -----------------
                                           Kevin Lalande,
                                           Its Managing Member

EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT
                               POWER OF ATTORNEY

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, forms and authentication
         documents for EDGAR Filing Access;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of Company,
         forms and authentication documents for EDGAR Filing Access;

     (3) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         forms and authentication documents;

     (4) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of the Company,
         Forms 3, 4 and 5 (including any amendments thereto) in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended, and
         the rules thereunder (collectively, the "Exchange Act");

     (5) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, prepare, complete and execute any amendment or
         amendments thereto, and timely file such form with the U.S. Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (6) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

                            [Signature page follows]


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be
executed as of the date set forth below.

                                           SHV HEALTH VENTURES I, L.P.

                                       By: SHV Management Services, L.P.
                                           Its general partner

                                       By: SHV Management Services, LLC,
                                           Its general partner

                                       By: /s/ Kevin Lalande
                                           -----------------
                                           Kevin Lalande,
                                           Its Managing Member

EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT
                               POWER OF ATTORNEY

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

    (1) execute for and on behalf of the undersigned, forms and authentication
        documents for EDGAR Filing Access;

    (2) execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or 10% shareholder of Company,
        forms and authentication documents for EDGAR Filing Access;

    (3) do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        forms and authentication documents;

    (4) execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or 10% shareholder of the Company,
        Forms 3, 4 and 5 (including any amendments thereto) in accordance with
        Section 16(a) of the Securities Exchange Act of 1934, as amended, and
        the rules thereunder (collectively, the "Exchange Act");

    (5) do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4 or 5, prepare, complete and execute any amendment or
        amendments thereto, and timely file such form with the U.S. Securities
        and Exchange Commission and any stock exchange or similar authority; and

    (6) take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

                            [Signature page follows]


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.

                                   SANTE HEALTH VENTURES I ANNEX FUND, L.P.

                                   By: SHV Annex Services, LP
                                       Its general partner

                                   By: SHV Management Services, LLC,
                                       Its general partner

                                   By: /s/ Kevin Lalande
                                       -----------------
                                       Kevin Lalande,
                                       Its Managing Member

EX-24.5 6 attachment5.htm EX-24.5 DOCUMENT
                               POWER OF ATTORNEY

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, forms and authentication
         documents for EDGAR Filing Access;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of Company,
         forms and authentication documents for EDGAR Filing Access;

     (3) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         forms and authentication documents;

     (4) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of the Company,
         Forms 3, 4 and 5 (including any amendments thereto) in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended, and
         the rules thereunder (collectively, the "Exchange Act");

     (5) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, prepare, complete and execute any amendment or
         amendments thereto, and timely file such form with the U.S. Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (6) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. [Signature page
follows]


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.



                            Signature: /s/ Joe H. Cunningham
                                       ---------------------

                            Name: Joe H. Cunningham
                                  -----------------

                            Date: August 11, 2017
                                  ---------------
EX-24.6 7 attachment6.htm EX-24.6 DOCUMENT
                               POWER OF ATTORNEY

     Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, forms and authentication
         documents for EDGAR Filing Access;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of Company,
         forms and authentication documents for EDGAR Filing Access;

     (3) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         forms and authentication documents;

     (4) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of the Company,
         Forms 3, 4 and 5 (including any amendments thereto) in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended, and
         the rules thereunder (collectively, the "Exchange Act");

     (5) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, prepare, complete and execute any amendment or
         amendments thereto, and timely file such form with the U.S. Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (6) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

                            [Signature page follows]


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.



                              Signature: /s/ Douglas D. French
                                         ---------------------

                              Name: Douglas D. French
                                    -----------------

                              Date: August 11, 2017
                                    ---------------