CONSULTING
AGREEMENT 

        
          

        

      

       

    

    This
Consulting Agreement (the “Agreement”) is made effective
as of October 1, 2009 (the “Effective Date”) by and
between Micromet, Inc., with its principal place of business at 6707 Democracy
Boulevard, Bethesda, MD 20817 (“Micromet”) and  Dr.
Carsten Reinhardt (“Consultant”) (each of Micromet
and Consultant also referred to as a “Party”, and jointly as the
“Parties”).

     

    BACKGROUND

     

    
      	
              A.

            	
              Micromet
      designs and develops antibody based
drugs.

            


    

     

    
      	
              B.

            	
              Consultant
      has expertise in the field of oncology and drug
    development.

            


    

     

    
      	
              C.

            	
              Consultant
      and Micromet have entered into a separation agreement pursuant to which
      Consultant’s employment at Micromet ended effective as of September 30,
      2009.

            


    

     

    
      	
              D.

            	
              The
      Parties desire to enter into an arrangement on the terms and conditions
      set forth in this Agreement, whereby Consultant will perform certain
      services to Micromet for a transition period following the termination of
      employment.

            


    

     

    AGREEMENT

     

    
      	
              1.

            	
              General
      Obligations

            


    

     

    
      	
              1.1

            	
              Consultant
      will perform the services detailed in Exhibit 1 (“Services”) for up to two
      (2) days per calendar month with a maximum of five (5) days over the
      entire period of this agreement.

            


    

     

    
      	
              1.2

            	
              Consultant
      will use best efforts to perform the Services in a professional manner
      consistent with industry standards, and in compliance with applicable
      laws, statutes, ordinances and/or
regulations.

            


    

     

    
      	
              2.

            	
              Compensation

            


    

     

    With the
signing of this consulting agreement, the vesting of Consultant’s stock options
pursuant to the Separation Agreement will be extended from June 30, 2010 to
September 30, 2010.

     

    
      
        
          
            
              
                	
                        MT_Consulting_Carsten_Reinhardt_                                                                            
      page 1 of 5

                      


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Intellectual
      Property

            


    

     

    All
rights, title and interest in any results, data, know how, process, improvement,
formula, method or inventions disclosed or developed in the performance of the
Services (“Work
Product”) will be owned by Micromet.  Consultant agrees to
assign, and hereby assigns to Micromet all of his rights, title and interest in
any Work Product. Without limitation, Micromet will have the exclusive right to
economically exploit the Work Product on a worldwide basis, and to grant third
parties licenses to the Work Product. Consultant hereby warrants and represents
that  it has the right to assign to Micromet the Work Product as
provided herein, and that such assignment does not infringe or breach any legal
provisions or contractual obligations.

     

    
      	
              4.

            	
              Treatment
      of Confidential Information

            


    

     

    
      	
              4.1

            	
              Consultant
      hereby agrees not to use the Work Product or any written or oral
      information disclosed by Micromet to Consultant (“Confidential
      Information”) for purposes other than performing his obligations
      under this Agreement, and not to commercially or scientifically exploit
      such Confidential Information or use it for any kind of business
      competition, and to hold in strict confidence all Confidential
      Information. The same applies to any information disclosed by a third
      party (“Confidential
      Information of Third Parties”) during the services rendered under
      this Agreement by Consultant.

            


    

     

    
      	
              4.2

            	
              Excepted
      from such secrecy and non-use obligation pursuant to subsection 4.1 above
      will be Confidential Information and Confidential Information of Third
      Parties which:

            


    

     

    
      	
            	
              (a)

            	
              is
      in the public domain at the time of
disclosure;

            


    

     

    
      	
               
      

            	
              (b)

            	
              is
      published or otherwise becomes part of the public do main through no fault
      of Consultant;

            


    

     

    
      	
               
      

            	
              (c)

            	
              was
      in the possession of Consultant at the time of disclosure, as shown by
      prior written records or becomes available from a third party who has the
      right to disclose it;

            


    

     

    
      	
               
      

            	
              (d)

            	
              must
      be disclosed to the governmental agencies as required by law; provided
      that Consultant provides written notice to Micromet at least 10 business
      days prior to such disclosure and cooperates with Micromet to limit and
      restrict such disclosure as reasonably requested by
    Micromet.

            


    

     

    
      	
              4.3

            	
              Consultant
      will ensure that no unauthorized person is able to use any Confidential
      Information and Confidential Information of Third Parties, and will inform
      Micromet promptly upon learning of any unauthorized use of Confidential
      Information or Confidential Information of Third
  Parties.

            


    

     

    
      	
              4.4

            	
              Upon
      request of Micromet, Consultant will promptly return all Confidential
      Information and Confidential Information of Third Parties, including any
      copies thereof, and any documents, notes, and computer files containing
      Confidential Information or Confidential Information of Third
      Parties.

            


    

     

    
      
        
          
            
              	
                      MT_Consulting_Carsten_Reinhardt                                                                              
      page 2 of 5

                    


            


            
              
                 


              

              
                
                

                
                  

                

              

              
                 


              

            

          

        

      

    

     

    
      	
              4.5

            	
              The
      obligations of Consultant under this Section 4 extend during the term of
      this Agreement and for 10 years
thereafter.

            


    

     

    
      	
              5.

            	
              Term
      and Termination

            


    

     

    
      
        	
                5.1

              	
                This
      Agreement is shall expire on December 31,
2009.

              


      

    

     

    
      
        	
                5.2

              	
                The
      provisions of Sections 3, 4, 5.2, and 6 will survive any expiration or
      termination of this Agreement. Upon expiration or termination of this
      Agreement, Consultant will promptly provide to Micromet all Confidential
      Information, including without limitation any documents, records or other
      material generated in connection with the Services. Consultant hereby
      expressly waives any right of retention with respect
    thereto.

              


      

    

     

    
      	
              6.

            	
              General
      Provisions

            


    

     

    
      
        	
                6.1

              	
                Consultant
      hereby warrants and represents that Consultant has the right to render the
      Services, and that no other legal or contractual obligations, including
      without limitation any obligations under any employment or other
      consulting contract, will be breached by entering into or performing
      Consultants’ obligations under this
Agreement.

              


      

    

     

    
      
        	
                6.2

              	
                This
      Agreement sets forth the entire agreement and understanding between the
      Parties hereto with respect to the subject matter hereof and supersedes
      and merges all prior oral and written agreements, discussions and
      understandings between the Parties with respect to the subject matter
      hereof, and neither of the Parties will be bound by any conditions,
      inducements or representations other than as expressly provided for
      herein.

              


      

    

     

    
      
        	
                6.3

              	
                In
      making and performing this Agreement, Micromet and Consultant act and will
      act at all times as independent contractors, and, except as expressly set
      forth herein, nothing contained in this Agreement will be construed or
      implied to create an agency, partnership or employer and employee
      relationship between them.

              


      

    

     

    
      
        	
                6.4

              	
                This
      Agreement may not be amended or modified except in a writing duly executed
      by authorized representatives of both
Parties.

              


      

    

     

    
      
        	
                6.5

              	
                Consultant
      will not assign any of its rights or delegate any of its duties hereunder
      without the prior written consent of
Micromet.

              


      

    

     

    
      
        	
                6.6

              	
                No
      waiver of any rights or obligations under this Agreement will be valid or
      binding unless set forth in writing and duly executed by the Party against
      whom enforcement of such waiver is sought.  Any such waiver will
      constitute a waiver only with respect to the specific matter described
      therein and will in no way impair the rights of the Party granting such
      waiver in any other respect or at any other time.  Any delay or
      forbearance by either Party in exercising any right hereunder will not be
      deemed a waiver of that
right.

              


      

    

     

    
      
        
          
            
              	
                       MT_Consulting_Carsten_Reinhardt                                                                         
      page 3 of 5           
      

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                6.7

              	
                If
      individual provisions of this Agreement are invalid or unenforceable, the
      validity of the residual part of this Agreement will not be affected, and
      the invalid or unenforceable provision will be replaced by a valid and
      enforceable provision which corresponds to the extent possible to the
      sense and purpose of the provision to be
  replaced.

              


      

    

     

    
      
        	
                6.8

              	
                This
      Agreement shall be governed and construed in accordance with the laws of
      the Federal Republic of Germany. As far as legally possible, place of
      jurisdiction for all disputes arising out of this Agreement shall be
      Munich.

              


      

    

     

    
      
        
          
            	
                    By:

                  	
                    /s/ Carsten Reinhardt

                  
	 	 
	
                    Name:
      Carsten Reinhardt

                  


          

        

      

    

     

    Micromet,
Inc.:

     

    
      
        
          
            
              	
                      By:

                    	
                      /s/ Christian Itin

                    
	 	 
	
                      Name:
      Christian Itin

                    
	 
	
                      Title:
      President and CEO

                    


            

             

            
              
                
                  
                    
                      	
                               MT_Consulting_Carsten_Reinhardt                                                                          
      page 4 of 5           
      

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
1

     

    Services

     

    
      	
               
      

            	
              ·

            	
              Reviewing
      and commenting on drafts of CDPs, protocols, publications, regulatory
      applications and filings, and other
documents

            


    

     

    
      	
               
      

            	
              ·

            	
              Participating
      in meetings with the CEO and company staff relating to clinical
      strategy

            


    

     

    
      
        
          
            
              	
                       MT_Consulting_Carsten_Reinhardt_                                                                       
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