EXHIBIT
4.11

     

    MICROMET, INC.

     

    and

     

    ________,
AS WARRANT AGENT

     

    FORM
OF PREFERRED STOCK

    WARRANT
AGREEMENT

     

    DATED
AS OF [__], 20___


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    MICROMET, INC.

     

    FORM
OF PREFERRED STOCK WARRANT AGREEMENT

     

    Preferred
Stock Warrant Agreement (this “Agreement”),
dated as of                     
between Micromet, Inc.,
a Delaware corporation (the “Company”)
and                     ,
a [corporation] [national banking association] organized and existing under the
laws of                     
and having a corporate trust office in                     ,
as warrant agent (the “Warrant
Agent”).

     

    Whereas,
the Company proposes to sell [if Warrants are sold with other securities
- [title of such other securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more warrants
(the “Warrants”
or, individually, a “Warrant”)
representing the right to purchase [title of Preferred Stock purchasable through
exercise of Warrants] (the “Warrant
Securities”), such warrant certificates and other warrant certificates
issued pursuant to this Agreement being herein called the “Warrant
Certificates”; and

     

    Whereas,
the Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things, the
form and provisions of the Warrant Certificates and the terms and conditions on
which they may be issued, registered, transferred, exchanged, exercised and
replaced.

     

    Now
Therefore, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:

     

    ARTICLE
1

    


    ISSUANCE
OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

     

    1.1         Issuance of Warrants. [If
Warrants alone - Upon issuance, each Warrant Certificate shall evidence one or
more Warrants.] [If Other Securities and Warrants – Warrant Certificates shall
be [initially] issued in connection with the issuance of the Other Securities
[but shall be separately transferable on and after                          
(the “Detachable
Date”)] [and shall not be separately transferable] and each Warrant
Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby
shall represent the right, subject to the provisions contained herein and
therein, to purchase one Warrant Security. [If Other Securities and Warrants -
Warrant Certificates shall be initially issued in units with the Other
Securities and each Warrant Certificate included in such a unit shall evidence
                         
Warrants for each [$                         
principal amount] [       
shares] of Other Securities included in such unit.]


    
      
         


      

      
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    1.2         Execution And Delivery Of Warrant
Certificates. Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto, shall be
dated the date of its countersignature by the Warrant Agent and may have such
letters, numbers, or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by any
of its present or future chief executive officers, presidents, senior vice
presidents, vice presidents, chief financial officers, chief legal officers,
treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

     

    No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.

     

    In case
any officer of the Company who shall have signed any of the Warrant Certificates
either manually or by facsimile signature shall cease to be such officer before
the Warrant Certificates so signed shall have been countersigned and delivered
by the Warrant Agent, such Warrant Certificates may be countersigned and
delivered notwithstanding that the person who signed Warrant Certificates ceased
to be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such person was not such
officer.

     

    The term
“holder” or “holder of a Warrant Certificate” as used herein shall mean any
person in whose name at the time any Warrant Certificate shall be registered
upon the books to be maintained by the Warrant Agent for that purpose [If Other
Securities and Warrants are not immediately detachable—or upon the registration
of the Other Securities prior to the Detachable Date. Prior to the Detachable
Date, the Company will, or will cause the registrar of the Other Securities to,
make available at all times to the Warrant Agent such information as to holders
of the Other Securities as may be necessary to keep the Warrant Agent’s records
up to date].

     

    1.3         Issuance Of Warrant
Certificates. Warrant Certificates evidencing the right to purchase
Warrant Securities may be executed by the Company and delivered to the Warrant
Agent upon the execution of this Warrant Agreement or from time to time
thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly
executed on behalf of the Company, countersign such Warrant Certificates and
shall deliver such Warrant Certificates to or upon the order of the
Company.


    
      
         


      

      
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    ARTICLE
2

     

    WARRANT
PRICE, DURATION AND EXERCISE OF WARRANTS

     

    2.1         Warrant Price. During the
period specified in Section 2.2, each Warrant shall, subject to the terms
of this Warrant Agreement and the applicable Warrant Certificate, entitle the
holder thereof to purchase the number of Warrant Securities specified in the
applicable Warrant Certificate at an exercise price of $         
per Warrant Security, subject to adjustment upon the occurrence of certain
events, as hereinafter provided. Such purchase price per Warrant Security is
referred to in this Agreement as the “Warrant
Price.”

     

    2.2         Duration Of Warrants. Each
Warrant may be exercised in whole or in part at any time, as specified herein,
on or after [the date thereof] [                         ]
and at or before [              ] p.m.,
[              ]
time, on                          
or such later date as the Company may designate by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set forth
in the record books of the Warrant Agent (the “Expiration
Date”). Each Warrant not exercised at or before [           ]
p.m., [              ]
time, on the Expiration Date shall become void, and all rights of the holder of
the Warrant Certificate evidencing such Warrant under this Agreement shall
cease.

     

    2.3         Exercise
Of Warrants.

     

    (a)           During
the period specified in Section 2.2, the Warrants may be exercised to
purchase a whole number of Warrant Securities in registered form by providing
certain information as set forth on the reverse side of the Warrant Certificate
and by paying in full, in lawful money of the United States of America, [in cash
or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds] the Warrant Price for
each Warrant Security with respect to which a Warrant is being exercised to the
Warrant Agent at its corporate trust office, provided that such exercise is
subject to receipt within five business days of such payment by the Warrant
Agent of the Warrant Certificate with the form of election to purchase Warrant
Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the Warrant
Price is received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised; provided, however, that if, at the date of receipt of such Warrant
Certificates and payment in full of the Warrant Price, the transfer books for
the Warrant Securities purchasable upon the exercise of such Warrants shall be
closed, no such receipt of such Warrant Certificates and no such payment of such
Warrant Price shall be effective to constitute the person so designated to be
named as the holder of record of such Warrant Securities on such date, but shall
be effective to constitute such person as the holder of record of such Warrant
Securities for all purposes at the opening of business on the next succeeding
day on which the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be opened, and the certificates for the Warrant
Securities in respect of which such Warrants are then exercised shall be
issuable as of the date on such next succeeding day on which the transfer books
shall next be opened, and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Securities. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it and shall advise the Company by telephone at
the end of each day on which a payment for the exercise of Warrants is received
of the amount so deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to the Company in writing.


    
      
         


      

      
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    (b)           The
Warrant Agent shall, from time to time, as promptly as practicable, advise the
Company of (i) the number of Warrant Securities with respect to which Warrants
were exercised, (ii) the instructions of each holder of the Warrant Certificates
evidencing such Warrants with respect to delivery of the Warrant Securities to
which such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants for the remaining
Warrant Securities after such exercise, and (iv) such other information as the
Company shall reasonably require.

     

    (c)           As
soon as practicable after the exercise of any Warrant, the Company shall issue
to or upon the order of the holder of the Warrant Certificate evidencing such
Warrant the Warrant Securities to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
holder. If fewer than all of the Warrants evidenced by such Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining
unexercised.

     

    (d)           The
Company shall not be required to pay any stamp or other tax or other
governmental charge required to be paid in connection with any transfer involved
in the issue of the Warrant Securities, and in the event that any such transfer
is involved, the Company shall not be required to issue or deliver any Warrant
Security until such tax or other charge shall have been paid or it has been
established to the Company’s satisfaction that no such tax or other charge is
due.

     

    (e)           Prior
to the issuance of any Warrants there shall have been reserved, and the Company
shall at all times through the Expiration Date keep reserved, out of its
authorized but unissued Warrant Securities, a number of shares sufficient to
provide for the exercise of the Warrants.

     

    ARTICLE
3

    


    OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

    


    3.1         No Rights As Warrant Securityholder
Conferred By Warrants or Warrant Certificates. No Warrant Certificate or
Warrant evidenced thereby shall entitle the holder thereof to any of the rights
of a holder of Warrant Securities, including, without limitation, the right to
receive the payment of dividends or distributions, if any, on the Warrant
Securities or to exercise any voting rights, except to the extent expressly set
forth in this Agreement or the applicable Warrant Certificate.


    
      
         


      

      
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    3.2         Lost, Stolen, Mutilated or Destroyed
Warrant Certificates. Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it and the Company of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and/or indemnity
reasonably satisfactory to the Warrant Agent and the Company and, in the case of
mutilation, upon surrender of the mutilated Warrant Certificate to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing Warrants for a like number of
Warrant Securities. Upon the issuance of any new Warrant Certificate under this
Section 3.2, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or
destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The provisions
of this Section 3.2 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement of mutilated,
lost, stolen or destroyed Warrant Certificates.

     

    3.3         Holder of Warrant Certificate May
Enforce Rights. Notwithstanding any of the provisions of this Agreement,
any holder of a Warrant Certificate, without the consent of the Warrant Agent,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in such holder’s own behalf and for such holder’s own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company suitable to enforce, or otherwise in respect of, such holder’s right
to exercise the Warrants evidenced by such holder’s Warrant Certificate in the
manner provided in such holder’s Warrant Certificate and in this
Agreement.

     

    3.4         Adjustments.

     

    (a)         In
case the Company shall at any time subdivide its outstanding shares of [title of
Preferred Stock purchasable through exercise of Warrants] into a greater number
of shares, the Warrant Price in effect immediately prior to such subdivision
shall be proportionately reduced and the number of Warrant Securities
purchasable under the Warrants shall be proportionately increased. Conversely,
in case the outstanding shares of [title of Preferred Stock purchasable through
exercise of Warrants] of the Company shall be combined into a smaller number of
shares, the Warrant Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Securities purchasable
under the Warrants shall be proportionately decreased.

     

    (b)         If
at any time or from time to time the holders of [title of Preferred Stock
purchasable through exercise of Warrants] (or any shares of stock or other
securities at the time receivable upon the exercise of the Warrants) shall have
received or become entitled to receive, without payment therefore,

     

    (i)     
      [title of Preferred Stock purchasable
through exercise of Warrants] or any shares of stock or other securities which
are at any time directly or indirectly convertible into or exchangeable for
[title of Preferred Stock purchasable through exercise of Warrants], or any
rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing by way of dividend or other distribution;


    
      
         


      

      
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    (ii)           any
cash paid or payable otherwise than in accordance with the terms of [title of
Preferred Stock purchasable through exercise of Warrants] or otherwise than as a
cash dividend paid or payable out of the Company’s current or retained
earnings;

     

    (iii)          any
evidence of the Company’s indebtedness or rights to subscribe for or purchase
the Company’s indebtedness; or

     

    (iv)           [title
of Preferred Stock purchasable through exercise of Warrants] or additional stock
or other securities or property (including cash) by way of spinoff, split-up,
reclassification, combination of shares or similar corporate rearrangement
(other than shares of [title of Preferred Stock purchasable through exercise of
Warrants] issued as a stock split or adjustments in respect of which shall be
covered by the terms of Section 3.4(a) above), then and in each such case,
the holder of each Warrant shall, upon the exercise of the Warrant, be entitled
to receive, in addition to the number of Warrant Securities receivable
thereupon, and without payment of any additional consideration therefore, the
amount of stock and other securities and property (including cash and
indebtedness or rights to subscribe for or purchase indebtedness) which such
holder would hold on the date of such exercise had he been the holder of record
of such Warrant Securities as of the date on which holders of [title of
Preferred Stock purchasable through exercise of Warrants] received or became
entitled to receive such shares or all other additional stock and other
securities and property.

     

    (c)           In
case of (i) any reclassification, capital reorganization, or change in the
[title of Preferred Stock purchasable through the exercise of the Warrants] of
the Company (other than as a result of a subdivision, combination or stock
dividend provided for in Section 3.4(a) or Section 3.4(b) above), (ii)
share exchange, merger or similar transaction of the Company with or into
another person or entity (other than a share exchange, merger or similar
transaction in which the Company is the acquiring or surviving corporation and
which does not result in any change in the [title of Preferred Stock purchasable
through the exercise of the Warrants] other than the issuance of additional
shares of [title of Preferred Stock purchasable through the exercise of the
Warrants]) or (iii) the sale, exchange, lease, transfer or other disposition of
all or substantially all of the properties and assets of the Company as an
entirety (in any such case, a “Reorganization Event”), then, as a condition of
such Reorganization Event, lawful provisions shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be
delivered to the holders of the Warrants, so that the holders of the Warrants
shall have the right at any time prior to the expiration of the Warrants to
purchase, at a total price equal to that payable upon the exercise of the
Warrants, the kind and amount of shares of stock and other securities and
property receivable in connection with such Reorganization Event by a holder of
the same number of shares of [title of Preferred Stock purchasable through the
exercise of the Warrants] as were purchasable by the holders of the Warrants
immediately prior to such Reorganization Event. In any such case appropriate
provisions shall be made with respect to the rights and interests of the holders
of the Warrants so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities and property deliverable
upon exercise the Warrants, and appropriate adjustments shall be made to the
Warrant Price payable hereunder provided the aggregate purchase price shall
remain the same. In the case of any transaction described in clauses (ii) and
(iii) above, the Company shall thereupon be relieved of any further obligation
hereunder or under the Warrants, and the Company as the predecessor corporation
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrants issuable hereunder which heretofore shall not have been signed by the
Company, and may execute and deliver securities in its own name, in fulfillment
of its obligations to deliver Warrant Securities upon exercise of the Warrants.
All the Warrants so issued shall in all respects have the same legal rank and
benefit under this Agreement as the Warrants theretofore or thereafter issued in
accordance with the terms of this Agreement as though all of such Warrants had
been issued at the date of the execution hereof. In any case of any such
Reorganization Event, such changes in phraseology and form (but not in
substance) may be made in the Warrants thereafter to be issued as may be
appropriate.


    
      
         


      

      
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    (d)           The
Company may, at its option, at any time until the Expiration Date, reduce the
then current Warrant Price to any amount deemed appropriate by the Board of
Directors of the Company for any period not exceeding twenty consecutive days
(as evidenced in a resolution adopted by such Board of Directors), but only upon
giving the notices required by Section 3.5 at least ten days prior to
taking such action.

     

    (e)           Except
as herein otherwise expressly provided, no adjustment in the Warrant Price shall
be made by reason of the issuance of any securities of the Company or for any
other reason whatsoever.

     

    (f)           No
fractional Warrant Securities shall be issued upon the exercise of Warrants. If
more than one Warrant shall be exercised at one time by the same holder, the
number of full Warrant Securities which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of Warrant Securities
purchased pursuant to the Warrants so exercised. Instead of any fractional
Warrant Security which would otherwise be issuable upon exercise of any Warrant,
the Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the last sales price (or bid price if there were
no sales) per Warrant Security, in either case as reported on the New York Stock
Exchange Composite Tape on the business day which next precedes the day of
exercise or, if the Warrant Securities are not then listed or admitted to
trading on the New York Stock Exchange, on the principal national securities
exchange on which the Warrant Securities are listed or admitted to trading or,
if not listed or admitted to trading on any national securities exchange, the
average of the closing high bid and low asked prices in the over-the-counter
market, as reported by The Nasdaq Stock Market, Inc. (“NASDAQ”)
or the Financial Industry Regulatory Authority, Inc. (“FINRA”),
as applicable, or such other system then in use, or if on any such date the
Warrant Securities are not quoted by any such organization, an amount equal to
the same fraction of the average of the closing bid and asked prices as
furnished by any New York Stock Exchange firm selected from time to time by the
Company for that purpose at the close of business on the business day which next
precedes the day of exercise.

     

    (g)           Whenever
the Warrant Price then in effect is adjusted as herein provided, the Company
shall mail to each holder of the Warrants at such holder’s address as it shall
appear on the books of the Company a statement setting forth the adjusted
Warrant Price then and thereafter effective under the provisions hereof,
together with the facts, in reasonable detail, upon which such adjustment is
based.

     

    (h)           Notwithstanding
anything to the contrary herein, in no event shall the Warrant Price, as
adjusted in accordance with the terms hereof, be less than the par value per
share of [title of Preferred Stock purchasable through exercise of
Warrants].

     

    
      
         


      

      
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    3.5         Notice to Warrantholders. In
case the Company shall (a) effect any dividend or distribution described in
Section 3.4(b), (b) effect any Reorganization Event, (c) make any
distribution on or in respect of the [title of Preferred Stock purchasable
through the exercise of the Warrants] in connection with the dissolution,
liquidation or winding up of the Company, or (d) reduce the then current Warrant
Price pursuant to Section 3.4(d), then the Company shall mail to each
holder of Warrants at such holder’s address as it shall appear on the books of
the Warrant Agent, at least ten days prior to the applicable date hereinafter
specified, a notice stating (x) the record date for such dividend or
distribution, or, if a record is not to be taken, the date as of which the
holders of record of [title of Preferred Stock purchasable through the exercise
of Warrants] that will be entitled to such dividend or distribution are to be
determined, (y) the date on which such Reorganization Event, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of [title of Preferred Stock purchasable
through the exercise of the Warrants] of record shall be entitled to exchange
their shares of [title of Preferred Stock purchasable through the exercise of
the Warrants] for securities or other property deliverable upon such
Reorganization Event, dissolution, liquidation or winding up, or (z) the first
date on which the then current Warrant Price shall be reduced pursuant to
Section 3.4(d). No failure to mail such notice nor any defect therein or in
the mailing thereof shall affect any such transaction or any adjustment in the
Warrant Price required by Section 3.4.

     

    3.6         [IF
THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT—ACCELERATION OF
WARRANTS BY THE COMPANY.

     

    (a)           At
any time on or after                          ,
the Company shall have the right to accelerate any or all Warrants at any time
by causing them to expire at the close of business on the day next preceding a
specified date (the “Acceleration
Date”), if the Market Price (as hereinafter defined) of the [title of
Preferred Stock purchasable through the exercise of the Warrants] equals or
exceeds                          
percent (         %)
of the then effective Warrant Price on any twenty Trading Days (as hereinafter
defined) within a period of thirty consecutive Trading Days ending no more than
five Trading Days prior to the date on which the Company gives notice to the
Warrant Agent of its election to accelerate the Warrants.

     

    (b)           “Market
Price” for each Trading Day shall be, if the [title of Preferred Stock
purchasable through the exercise of the Warrants] is listed or admitted for
trading on the New York Stock Exchange, the last reported sale price, regular
way (or, if no such price is reported, the average of the reported closing bid
and asked prices, regular way) of [title of Preferred Stock purchasable through
the exercise of the Warrants], in either case as reported on the New York Stock
Exchange Composite Tape or, if the [title of Preferred Stock purchasable through
the exercise of the Warrants] is not listed or admitted to trading on the New
York Stock Exchange, on the principal national securities exchange on which the
[title of Preferred Stock purchasable through the exercise of the Warrants] is
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, the average of the closing high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or FINRA, as
applicable, or such other system then in use, or if on any such date the shares
of [title of Preferred Stock purchasable through the exercise of the Warrants]
are not quoted by any such organization, the average of the closing bid and
asked prices as furnished by any New York Stock Exchange firm selected from time
to time by the Company for that purpose. “Trading
Day” shall be each Monday through Friday, other than any day on which
securities are not traded in the system or on the exchange that is the principal
market for the [title of Preferred Stock purchasable through the exercise of the
Warrants], as determined by the Board of Directors of the
Company.


    
      
         


      

      
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    (c)           In
the event of an acceleration of less than all of the Warrants, the Warrant Agent
shall select the Warrants to be accelerated by lot, pro rata or in such other
manner as it deems, in its discretion, to be fair and appropriate.

     

    (d)           Notice
of an acceleration specifying the Acceleration Date shall be sent by mail first
class, postage prepaid, to each registered holder of a Warrant Certificate
representing a Warrant accelerated at such holder’s address appearing on the
books of the Warrant Agent not more than sixty days nor less than thirty days
before the Acceleration Date. Such notice of an acceleration also shall be given
no more than twenty days, and no less than ten days, prior to the mailing of
notice to registered holders of Warrants pursuant to this Section 3.6, by
publication at least once in a newspaper of general circulation in the City of
New York.

     

    (e)           Any
Warrant accelerated may be exercised until [         ]
p.m., [              ]
time, on the business day next preceding the Acceleration Date. The Warrant
Price shall be payable as provided in Section 2.]

     

    ARTICLE
4

    


    EXCHANGE
AND TRANSFER OF WARRANT CERTIFICATES

     

    4.1         Exchange and Transfer of Warrant
Certificates. [If Other Securities with Warrants which are immediately
detachable—Upon] [If Other Securities with Warrants which are not immediately
detachable—Prior to the Detachable Date, a Warrant Certificate may be exchanged
or transferred only together with the Other Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting or in
conjunction with an exchange or transfer of such Other Security. Prior to any
Detachable Date, each transfer of the Other Security shall operate also to
transfer the related Warrant Certificates. After the Detachable Date, upon]
surrender at the corporate trust office of the Warrant Agent, Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other denominations evidencing such Warrants or the transfer thereof may be
registered in whole or in part; provided that such other Warrant Certificates
evidence Warrants for the same aggregate number of Warrant Securities as the
Warrant Certificates so surrendered. The Warrant Agent shall keep, at its
corporate trust office, books in which, subject to such reasonable regulations
as it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office for exchange or
registration of transfer, properly endorsed or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent. No service charge
shall be made for any exchange or registration of transfer of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange or registration of transfer. Whenever any
Warrant Certificates are so surrendered for exchange or registration of
transfer, an authorized officer of the Warrant Agent shall manually countersign
and deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a Warrant for a fraction of a Warrant Security or a
number of Warrants for a whole number of Warrant Securities and a fraction of a
Warrant Security. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same
benefits under this Agreement as the Warrant Certificate surrendered for such
exchange or registration of transfer.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    4.2         Treatment of Holders of Warrant
Certificates. [If Other Securities and Warrants are not immediately
detachable—Prior to the Detachable Date, the Company, the Warrant Agent and all
other persons may treat the owner of the Other Security as the owner of the
Warrant Certificates initially attached thereto for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced by
such Warrant Certificates, any notice to the contrary notwithstanding. After the
Detachable Date and prior to due presentment of a Warrant Certificate for
registration of transfer, the] [The] Company, the Warrant Agent and all other
persons may treat the registered holder of a Warrant Certificate as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

     

    4.3         Cancellation of Warrant
Certificates. Any Warrant Certificate surrendered for exchange,
registration of transfer or exercise of the Warrants evidenced thereby shall, if
surrendered to the Company, be delivered to the Warrant Agent and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
canceled by the Warrant Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be issued hereunder in
exchange therefor or in lieu thereof. The Warrant Agent shall deliver to the
Company from time to time or otherwise dispose of canceled Warrant Certificates
in a manner satisfactory to the Company.

     

    ARTICLE
5

    


    CONCERNING
THE WARRANT AGENT

     

    5.1         Warrant Agent. The Company
hereby appoints ______________ as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth, and _____________ hereby accepts such appointment.
The Warrant Agent shall have the powers and authority granted to and conferred
upon it in the Warrant Certificates and hereby and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    5.2         Conditions of Warrant Agent’s
Obligations. The Warrant Agent accepts its obligations herein set forth
upon the terms and conditions hereof, including the following to all of which
the Company agrees and to all of which the rights hereunder of the holders from
time to time of the Warrant Certificates shall be subject:

     

    (a)           Compensation and
Indemnification. The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket
expenses (including reasonable counsel fees) incurred without negligence, bad
faith or willful misconduct by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence, bad faith or willful misconduct on the part
of the Warrant Agent, arising out of or in connection with its acting as Warrant
Agent hereunder, including the reasonable costs and expenses of defending
against any claim of such liability.

     

    (b)           Agent for the
Company.  In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.

     

    (c)           Counsel. The Warrant Agent may
consult with counsel satisfactory to it, which may include counsel for the
Company, and the written advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the advice of such
counsel.

     

    (d)           Documents. The Warrant Agent
shall be protected and shall incur no liability for or in respect of any action
taken or omitted by it in reliance upon any Warrant Certificate, notice,
direction, consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.

     

    (e)           Certain Transactions. The
Warrant Agent, and its officers, directors and employees, may become the owner
of, or acquire any interest in, Warrants, with the same rights that it or they
would have if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in any
financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as trustee under any indenture to which
the Company is a party.

     

    (f)           No Liability for Interest.
Unless otherwise agreed with the Company, the Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant
Certificates.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (g)           No Liability for Invalidity.
The Warrant Agent shall have no liability with respect to any invalidity of this
Agreement or any of the Warrant Certificates (except as to the Warrant Agent’s
countersignature thereon).

     

    (h)           No Responsibility for
Representations. The Warrant Agent shall not be responsible for any of
the recitals or representations herein or in the Warrant Certificates (except as
to the Warrant Agent’s countersignature thereon), all of which are made solely
by the Company.

     

    (i)           No Implied Obligations. The
Warrant Agent shall be obligated to perform only such duties as are herein and
in the Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation
to take any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or
in the case of the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in
Section 6.2 hereof, to make any demand upon the Company.

     

    5.3         Resignation,
Removal and Appointment of Successors.

     

    (a)           The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

     

    (b)           The
Warrant Agent may at any time resign as agent by giving written notice to the
Company of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided that such date shall not be less
than three months after the date on which such notice is given unless the
Company otherwise agrees. The Warrant Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the intended date when it shall become
effective. Such resignation or removal shall take effect upon the appointment by
the Company, as hereinafter provided, of a successor Warrant Agent (which shall
be a bank or trust company authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the acceptance of such
appointment by such successor Warrant Agent. The obligation of the Company under
Section 5.2(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant
Agent.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (c)           In
case at any time the Warrant Agent shall resign, or shall be removed, or shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall commence a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or under any other applicable Federal or state
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action, or a decree or
order for relief by a court having jurisdiction in the premises shall have been
entered in respect of the Warrant Agent in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or similar law, or a decree or order by
a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent
or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.

     

    (d)           Any
successor Warrant Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the Company an instrument accepting such
appointment hereunder, and thereupon such successor Warrant Agent, without any
further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such predecessor
with like effect as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such successor
Warrant Agent shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor, as Warrant Agent
hereunder.

     

    (e)           Any
corporation into which the Warrant Agent hereunder may be merged or converted or
any corporation with which the Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation to which the Warrant Agent
shall sell or otherwise transfer all or substantially all the assets and
business of the Warrant Agent, provided that it shall be qualified as aforesaid,
shall be the successor Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.

     

    ARTICLE
6

    


    MISCELLANEOUS

     

    6.1         Amendment. This Agreement may
be amended by the parties hereto, without the consent of the holder of any
Warrant Certificate, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein, or making
any other provisions with respect to matters or questions arising under this
Agreement as the Company and the Warrant Agent may deem necessary or desirable;
provided that such action shall not materially adversely affect the interests of
the holders of the Warrant Certificates.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    6.2         Notices and Demands to the Company
and Warrant Agent. If the Warrant Agent shall receive any notice or
demand addressed to the Company by the holder of a Warrant Certificate pursuant
to the provisions of the Warrant Certificates, the Warrant Agent shall promptly
forward such notice or demand to the Company.

     

    6.3         Addresses. Any communication
from the Company to the Warrant Agent with respect to this Agreement shall be
addressed to                          ,
Attention:                          
and any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Micromet, Inc., 6707 Democracy Blvd., Suite
505, Bethesda, Maryland, 20817, Attention: General Counsel (or such other
address as shall be specified in writing by the Warrant Agent or by the
Company).

     

    6.4         Governing Law. This Agreement
and each Warrant Certificate issued hereunder shall be governed by and construed
in accordance with the laws of the State of New York.

     

    6.5         Delivery of Prospectus. The
Company shall furnish to the Warrant Agent sufficient copies of a prospectus
meeting the requirements of the Securities Act of 1933, as amended, relating to
the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”),
and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant
Agent will deliver to the holder of the Warrant Certificate evidencing such
Warrant, prior to or concurrently with the delivery of the Warrant Securities
issued upon such exercise, a Prospectus.

     

    The
Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.

     

    6.6         Obtaining of Governmental
Approvals. The Company will from time to time take all action which may
be necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities act filings
under United States Federal and state laws (including without limitation a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933, as amended), which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of the Warrant
Securities issued upon exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.

     

    6.7         Persons Having Rights Under Warrant
Agreement. Nothing in this Agreement shall give to any person other than
the Company, the Warrant Agent and the holders of the Warrant Certificates any
right, remedy or claim under or by reason of this Agreement.

     

    6.8         Headings. The descriptive
headings of the several Articles and Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

     

    6.9         Counterparts. This Agreement
may be executed in any number of counterparts, each of which as so executed
shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.

     

    6.10       Inspection of Agreement. A
copy of this Agreement shall be available at all reasonable times at the
principal corporate trust office of the Warrant Agent for inspection by the
holder of any Warrant Certificate. The Warrant Agent may require such holder to
submit his Warrant Certificate for inspection by it.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    In Witness
Whereof, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Micromet,
      Inc.

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name:  

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      	 
      
	
                                      [Warrant
      Agent], as Warrant Agent

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    [SIGNATURE
PAGE TO PREFERRED STOCK WARRANT AGREEMENT]


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM
OF WARRANT CERTIFICATE

    [FACE
OF WARRANT CERTIFICATE]

     

    
      
        
          
            	
                    [[Form
      if Warrants are attached to Other Securities and are not immediately
      detachable.]

                  	 
      	
                    [Prior
      to                     ,
      this Warrant Certificate cannot be transferred or exchanged unless
      attached to a [Title of Other Securities].]

                  
	 
      	 
      	 
      
	
                    [Form
      of Legend if Warrants are not immediately exercisable.]

                  	 
      	
                    [Prior
      to                     ,
      Warrants evidenced by this Warrant Certificate cannot be
      exercised.]

                  


          

        

      

    

     

    EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN

     

    VOID
AFTER [        ]
P.M., [_______] TIME, ON                     ,


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    MICROMET, INC.

    WARRANT
CERTIFICATE REPRESENTING

    WARRANTS
TO PURCHASE

    [TITLE
OF WARRANT SECURITIES]

    


    
      
        	
                No.___________

              	
                Warrants

              


      

    

     

    This
certifies that                        
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Warrants are attached to Other
Securities and are not immediately detachable—, subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),]
to purchase, at any time [after [         ]
p.m., [              ]
time, on                         
and] on or before [       ]
p.m., [              ]
time, on                         
shares of [Title of Warrant Securities] (the “Warrant
Securities”), of Micromet, Inc. (the “Company”)
on the following basis: during the period from                         ,
through and including                         ,
the exercise price per Warrant Security will be $          ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant
Price”). The Holder may exercise the Warrants evidenced hereby by
providing certain information set forth on the back hereof and by paying in
full, in lawful money of the United States of America, [in cash or by certified
check or official bank check in New York Clearing House funds] [by bank wire
transfer in immediately available funds], the Warrant Price for each Warrant
Security with respect to which this Warrant is exercised to the Warrant Agent
(as hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the “Warrant
Agent”), which is, on the date hereof, at the address specified on the
reverse hereof, and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).

     

    The term
“Holder” as used herein shall mean [if Warrants are attached to Other Securities
and are not immediately detachable—prior to                         
(the “Detachable
Date”), the registered owner of the Company’s [title of Other Securities]
to which this Warrant Certificate was initially attached, and after such
Detachable Date,] the person in whose name at the time this Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 4 of the Warrant Agreement.

     

    The
Warrants evidenced by this Warrant Certificate may be exercised to purchase a
whole number of Warrant Securities in registered form. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Holder hereof a new Warrant Certificate evidencing
Warrants for the number of Warrant Securities remaining
unexercised.

     

    This
Warrant Certificate is issued under and in accordance with the Warrant Agreement
dated as of                        ,
           
(the “Warrant
Agreement”), between the Company and the Warrant Agent and is subject to
the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Holder of this Warrant Certificate consents by
acceptance hereof. Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    [If
Warrants are attached to Other Securities and are not immediately detachable –
Prior to the Detachable Date, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Other Securities] (the “Other
Securities”) to which this Warrant Certificate was initially attached,
and only for the purpose of effecting or in conjunction with, an exchange or
transfer of such Other Security. Additionally, on or prior to the Detachable
Date, each transfer of such Other Security on the register of the Other
Securities shall operate also to transfer this Warrant Certificate. After such
date, transfer of this] [If Warrants are attached to Other Securities and are
immediately detachable – Transfer of this] Warrant Certificate may be registered
when this Warrant Certificate is surrendered at the corporate trust office of
the Warrant Agent by the registered owner or such owner’s assigns, in the manner
and subject to the limitations provided in the Warrant Agreement.

     

    [If Other
Securities with Warrants which are not immediately detachable – Except as
provided in the immediately preceding paragraph, after] [If Other Securities
with Warrants which are immediately detachable or Warrants alone – After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing Warrants
for the same aggregate number of Warrant Securities.

     

    This
Warrant Certificate shall not entitle the Holder hereof to any of the rights of
a holder of the Warrant Securities, including, without limitation, the right to
receive payments of dividends or distributions, if any, on the Warrant
Securities (except to the extent set forth in the Warrant Agreement) or to
exercise any voting rights.

     

    Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     

    This
Warrant Certificate shall not be valid or obligatory for any purpose until
countersigned by the Warrant Agent.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    In Witness
Whereof, the Company has caused this Warrant to be executed in its name
and on its behalf by the facsimile signatures of its duly authorized
officers.

     

    Dated:                                                                                

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Micromet,
      Inc.

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name:  

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      	 
      
	 
      	
                                      Countersigned:

                                    
	 
      	 
      
	
                                      [Warrant
      Agent], as Warrant Agent

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    [REVERSE
OF WARRANT CERTIFICATE]

     

    (Instructions
for Exercise of Warrant)

     

    To
exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter
defined), the Holder must pay, in lawful money of the United States of America,
[in cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds], the Warrant Price
in full for Warrants exercised, to [Warrant Agent] [address of Warrant Agent],
Attn:                      ,
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder. In addition, the Holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth above. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the payment.

     

    (To be
executed upon exercise of Warrants)

     

    The
undersigned hereby irrevocably elects to exercise                  
Warrants, evidenced by this Warrant Certificate, to purchase                  
shares of the [Title of Warrant Securities] (the “Warrant
Securities”), of Micromet, Inc. and represents that he has tendered
payment for such Warrant Securities, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds], to
the order of Micromet, Inc., c/o [insert name and address of Warrant
Agent], in the amount of $        
in accordance with the terms hereof. The undersigned requests that said Warrant
Securities be in fully registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.

     

    If the
number of Warrants exercised is less than all of the Warrants evidenced hereby,
the undersigned requests that a new Warrant Certificate evidencing the Warrants
for the number of Warrant Securities remaining unexercised be issued and
delivered to the undersigned unless otherwise specified in the instructions
below.

     

    
      
        
          
            	
                    Dated

                  	 
      	 
      	
                    Name

                  	 
      
	 
      	 
      	 
      	 
      	
                    Please
      Print

                  


          

        

      

    

     

    
      Address:                                                                                 

    

     

    ______________________________________________________

    
      (Insert
Social Security or Other Identifying Number of Holder)

    

    
      
      

    

     

    
      
        Signature Guaranteed                                                                       

        Signature

      

    

     

    (Signature
must conform in all respects to name of holder as specified on the face of this
Warrant Certificate and must bear a signature guarantee by a bank, trust company
or member broker of the New York, Midwest or Pacific Stock
Exchange).


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    This
Warrant may be exercised at the following addresses:

     

    
      By hand
at                                                                                                           

         

      
      

      ______________________________________________________________
 


      ______________________________________________________________
   


      By mail
at                                                                                                            


      
______________________________________________________________

          

      
      

      ______________________________________________________________

    

     


    [Instructions
as to form and delivery of Warrant Securities and, if applicable, Warrant
Certificates evidencing Warrants for the number of Warrant Securities remaining
unexercised—complete as appropriate.]


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    [Form of
assignment to be executed if Warrant Holder desires to transfer
Warrant]

     

    FOR VALUE
RECEIVED,                     
hereby sells, assigns and transfers unto:

     

    
      
        
          
            
              
                	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        (Please
      print name and address including zip code)

                      	 
      	
                        Please
      print Social Security or other identifying
  number

                      


              

            

          

        

      

    

     

    the right
represented by the within Warrant to purchase                     
shares of [Title of Warrant Securities] of Micromet, Inc. to which the
within Warrant relates and appoints                     
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.

     

    
      
        
          
            
              	
                      Dated

                    	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Signature

                    


            

          

        

      

    

     

    (Signature
must conform in all respects to name of holder as specified on the face of the
Warrant)

     

    
      Signature
Guaranteed

       

      ______________________________________________

       

    

    
      
         


      

      
        23