EXHIBIT
4.10

     

    MICROMET, INC.

     

    and

     

    ________,
AS WARRANT AGENT

     

    FORM
OF COMMON STOCK

    WARRANT
AGREEMENT

     

    DATED
AS OF [__], 20___


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    MICROMET,
INC.

     

    FORM
OF COMMON STOCK WARRANT AGREEMENT

     

    Common
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 Common Stock of the Company, par value
$0.00004 per share (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 Common
Stock 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 Common Stock
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 Common Stock (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)           Common
Stock or any shares of stock or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common Stock, 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 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)         Common
Stock 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 Common Stock 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 Common Stock 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
Common Stock 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 Common
Stock other than the issuance of additional shares of Common Stock) 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 Warrant Securities 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 shares of Common Stock, or securities
convertible into or exchangeable for shares of Common Stock, or securities
carrying the right to purchase any of the foregoing 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 Common Stock.

     

    
      
         


      

      
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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 Common
Stock 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 Common Stock
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 Common Stock of record shall be entitled to exchange their shares of
Common Stock 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 Common Stock
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 Common Stock 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 Common Stock, in either
case as reported on the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed or admitted to trading on the New York Stock Exchange, on
the principal national securities exchange on which the Common Stock 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 Common Stock
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 Common Stock, as determined by the Board of Directors of the
Company.

     

    (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.

     

    
      
         


      

      
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    (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.


    
      
         


      

      
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    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.

     

    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.
 

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (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.

     

    (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.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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.

     

    (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.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (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.

     

    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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    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 COMMON 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

    COMMON
STOCK, PAR VALUE $0.00004 PER SHARE

     

    
      
        
          	
                  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 Common Stock, par value $0.00004 per share (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 Common Stock, par value $0.00004 per share (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


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    (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).

     

    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