exv4w8



 





Exhibit 4.8



THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE
SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION
STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY
TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM
THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF
SECTION 7 OF THIS WARRANT.




MICROMET HOLDINGS, INC. 




WARRANT
TO PURCHASE ___ SHARES

OF COMMON STOCK




     THIS
CERTIFIES THAT, for value received, ___ and its assignees are entitled to
subscribe for and purchase ___ shares of the fully paid and nonassessable Common Stock (as
adjusted pursuant to Section 4 hereof, the “Shares”) of MICROMET HOLDINGS, INC., a Delaware
corporation (the “Company”), at the price of $63.31 per share (such price and such other price as
shall result, from time to time, from the adjustments specified in Section 4 hereof is herein
referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions
hereinafter set forth. As used herein, (a) the term “Date of Grant” shall mean May 5, 2006, and
(b) the term “Other Warrants” shall mean any other warrants issued by the Company in connection
with the transaction with respect to which this Warrant was issued, and any warrant issued upon
transfer or partial exercise of or in lieu of this Warrant. The term “Warrant” as used herein
shall be deemed to include Other Warrants unless the context clearly requires otherwise. This
Warrant is issued in full and complete exchange for the Option Rights in connection with [ninety
percent (90%) / ten percent (10%)] of the Bond with Warrant [2002/2003 / 2003/2004] of Micromet AG
[Munich / Martinsreid] dated [July 2002 / April 2003], which such Option Rights have been waived
and cancelled as of the date hereof.



     1. Term. The purchase right represented by this Warrant is exercisable, in whole or
in part, at any time and from time to time from the Date of Grant through [July 15, 2012 / April
30, 2003].



     2. Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof,
the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or
in part and from time to time, at the election of the holder hereof, by (a) the surrender of this
Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly
completed and executed) at the principal office of the Company and by the payment to the Company,
by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire
Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of
Shares then being purchased; (b) if in connection with a registered public offering of the
Company’s securities, the surrender of this Warrant (with the notice of exercise form attached
hereto as



 









 







Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of
arrangements reasonably satisfactory to the Company for payment to the Company either by certified
or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder
in such public offering of an amount equal to the then applicable Warrant Price per share
multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance”
right provided for in Section 10.2 hereof. The person or persons in whose name(s) any
certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be
deemed to have become the holder(s) of record of, and shall be treated for all purposes as the
record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been
issued) immediately prior to the close of business on the date or dates upon which this Warrant is
exercised. In the event of any exercise of the rights represented by this Warrant, certificates
for the shares of stock so purchased shall be delivered to the holder hereof as soon as possible
and in any event within thirty (30) days after such exercise and, unless this Warrant has been
fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be issued to the holder
hereof as soon as possible and in any event within such thirty-day period; provided, however, at
such time as the Company is subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, if requested by the holder of this Warrant, the Company shall cause its transfer
agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a
broker or other person (as directed by the holder exercising this Warrant) within the time period
required to settle any trade made by the holder after exercise of this Warrant.



     3. Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and
conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes,
liens and charges with respect to the issue thereof. During the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the
rights represented by this Warrant.



     4. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:



          (a) Reclassification or Merger. In case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or in case of any merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company is the acquiring and
the surviving corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or
substantially all of the assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new
Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of
this Warrant shall have the right to




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receive upon exercise of this
Warrant, at a total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable
upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money
and property receivable upon such reclassification, change, merger or sale by a holder of the
number of shares of Common Stock then purchasable under this Warrant, or (ii) in the case of such a
merger or sale in which the consideration paid consists all or in part of assets other than
securities of the successor or purchasing corporation, at the option of the holder of this Warrant,
the securities of the successor or purchasing corporation having a value at the time of the
transaction equivalent to the value of the Common Stock purchasable upon exercise of this Warrant
at the time of the transaction. It is currently contemplated that the Company shall merge with a
wholly-owned subsidiary of CancerVax Corporation and the Company agrees that in connection with
such transaction the Company shall require CancerVax Corporation to assume this Warrant pursuant to
the terms and conditions of this Section 4. Any new Warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section
4. The provisions of this Section 4(a) shall similarly apply to successive reclassifications,
changes, mergers and sales.




          (b) Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of
Common Stock, the Warrant Price shall be proportionately decreased and the number of Shares
issuable hereunder shall be proportionately increased in the case of a subdivision and the Warrant
Price shall be proportionately increased and the number of Shares issuable hereunder shall be
proportionately decreased in the case of a combination.




          (c) Stock Dividends and Other Distributions. If the Company at any time while this
Warrant is outstanding and unexpired shall (i) pay a dividend with respect to its Common Stock
payable in Common Stock, then the Warrant Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Common Stock outstanding immediately
after such dividend or distribution; or (ii) make any other distribution with respect to Common
Stock (except any distribution specifically provided for in Sections 4(a) and 4(b)), then, in each
such case, provision shall be made by the Company such that the holder of this Warrant shall
receive upon exercise of this Warrant a proportionate share of any such dividend or distribution as
though it were the holder of the Shares as of the record date fixed for the determination of the
shareholders of the Company entitled to receive such dividend or distribution.




          (d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the
number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the
product obtained by multiplying the number of Shares purchasable immediately prior to such
adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.




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     5. Notice of Adjustments. Whenever the Warrant Price or the number of Shares
purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company shall make a
certificate signed by its chief financial officer setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and the number of Shares purchasable hereunder after giving
effect to such adjustment, and shall cause copies of such certificate to be mailed (without regard
to Section 13 hereof, by first class mail, postage prepaid) to the holder of this Warrant.



     6. Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor based on the fair market value of the Common Stock on the date of
exercise as reasonably determined in good faith by the Company’s Board of Directors.



     7. Compliance with Securities Act; Disposition of Warrant or Shares of Common Stock.



          (a) Compliance with Securities Act. The holder of this Warrant, by acceptance hereof,
agrees that this Warrant, and the Shares to be issued upon exercise hereof are being acquired for
investment and that such holder will not offer, sell or otherwise dispose of this Warrant, or any
Shares except under circumstances which will not result in a violation of the Securities Act of
1933, as amended (the “Act”) or any applicable state securities laws. Upon exercise of this
Warrant, unless the Shares being acquired are registered under the Act and any applicable state
securities laws or an exemption from such registration is available, the holder hereof shall
confirm in writing that the Shares so purchased are being acquired for investment and not with a
view toward distribution or resale in violation of the Act and shall confirm such other matters
related thereto as may be reasonably requested by the Company. This Warrant and all Shares issued
upon exercise of this Warrant (unless registered under the Act and any applicable state securities
laws) shall be stamped or imprinted with a legend in substantially the following form:



“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i)
EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE,
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF
NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH
THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR
INDIRECTLY.”




     Said legend shall be removed by the Company, upon the request of a holder, at such time as the
restrictions on the transfer of the applicable security shall have terminated. In addition, in
connection with the issuance of this Warrant, the holder specifically represents to the Company by
acceptance of this Warrant as follows:



               (1) The holder is aware of the Company’s business affairs and financial condition, and has
acquired information about the Company sufficient to reach an informed and
knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its
own



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account for investment purposes only and not with a view to, or for the resale in connection
with, any “distribution” thereof in violation of the Act.




               (2) The holder understands that this Warrant has not been registered under the Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of the holder’s investment intent as expressed herein.



               (3) The holder further understands that this Warrant must be held indefinitely unless
subsequently registered under the Act and qualified under any applicable state securities laws, or
unless exemptions from registration and qualification are otherwise available. The holder is aware
of the provisions of Rule 144, promulgated under the Act.



               (4) The holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D
promulgated under the Act.



          (b) Disposition of Warrant or Shares. With respect to any offer, sale or other
disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior
to registration of such Warrant or Shares, the holder hereof agrees to give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a written opinion of
such holder’s counsel, or other evidence, if reasonably satisfactory to the Company, to the effect
that such offer, sale or other disposition may be effected without registration or qualification
(under the Act as then in effect or any federal or state securities law then in effect) of this
Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or
the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with such law. Upon receiving such
written notice and reasonably satisfactory opinion or other evidence, the Company, as promptly as
practicable but no later than fifteen (15) days after receipt of the written notice, shall notify
such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in
accordance with the terms of the notice delivered to the Company. If a determination has been made
pursuant to this Section 7(b) that the opinion of counsel for the holder or other evidence is not
reasonably satisfactory to the Company, the Company shall so notify the holder promptly with
details thereof after such determination has been made. Notwithstanding the foregoing, this
Warrant or such Shares may, as to such federal laws, be offered, sold or otherwise disposed of in
accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished
with such information as the Company may reasonably request to provide a reasonable assurance that
the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant
or the Shares thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend
as to the applicable restrictions on transferability in order to ensure compliance with such laws,
unless in the aforesaid opinion of counsel for the holder, such legend is not required in order to
ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.




          (c) Applicability of Restrictions. Neither any restrictions of any legend described
in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer of, or grant
of a security interest in, this Warrant (or the Common Stock obtainable upon exercise thereof) or
any part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the
holder if




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the holder is a limited liability company, (ii) to a partnership of which the holder is a
partner or to a limited liability company of which the holder is a member, or (iii) to any
affiliate of the holder if the holder is a corporation; provided, however, in any
such transfer, if applicable, the transferee shall on the Company’s request agree in writing to be
bound by the terms of this Warrant as if an original holder hereof.




     8. Rights as Shareholders. No holder of this Warrant, as such, shall be entitled to
vote or receive dividends or be deemed the holder of Common Stock which may at any time be issuable
upon the exercise hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription
rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon
the exercise hereof shall have become deliverable, as provided herein.



     9. [Reserved]



     10. Additional Rights.



     10.1 Acquisition Transactions. The Company shall provide the holder of this Warrant
with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions
of any of the following transactions (to the extent the Company has notice thereof): (i) the sale,
lease, exchange, conveyance or other disposition of all or substantially all of the Company’s
property or business, or (ii) its merger into or consolidation with any other corporation (other
than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other
reorganization) or series of related transactions, in which more than 50% of the voting power of
the Company is disposed of.



     10.2 Right to Convert Warrant into Stock: Net Issuance.



          (a) Right to Convert. In addition to and without limiting the rights of the holder
under the terms of this Warrant, the holder shall have the right to convert this Warrant or any
portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section
10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the
Conversion Right with respect to a particular number of shares subject to this Warrant (the
“Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder
of any exercise price or any cash or other consideration) that number of shares of fully paid and
nonassessable Common Stock as is determined according to the following formula:




	 	 	 	 	 	 	 
	X

	 	=
	 	B - A
 

Y
	 	 






	 	 	 	 	 	 	 
	Where:

	 	X
	 	=
	 	the number of shares of Common Stock that shall be issued to holder
	 
	 	 	 	 	 	 
	 

	 	Y
	 	=
	 	the fair market value of one share of Common Stock






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	 	A
	 	=
	 	the aggregate Warrant Price of the specified number of
Converted Warrant Shares immediately prior to the exercise of the Conversion
Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant
Price)
	 
	 	 	 	 	 	 
	 

	 	B
	 	=
	 	the aggregate fair market value of the specified number of
Converted Warrant Shares (i.e., the number of Converted Warrant Shares
multiplied by the fair market value of one Converted Warrant Share)






     No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the
number of shares to be issued determined in accordance with the foregoing formula is other than a
whole number, the Company shall pay to the holder an amount in cash equal to the fair market value
of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of
Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if
they were issued upon the exercise of this Warrant.



          (b) Method of Exercise. The Conversion Right may be exercised by the holder by the
surrender of this Warrant at the principal office of the Company together with a written statement
(which may be in the form of Exhibit A-1 or Exhibit A-2 hereto) specifying that the holder thereby
intends to exercise the Conversion Right and indicating the number of shares subject to this
Warrant which are being surrendered (referred to in Section 10.2(a) hereof as the Converted Warrant
Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by
the Company of this Warrant together with the aforesaid written statement, or on such later date as
is specified therein (the “Conversion Date”), and, at the election of the holder hereof, may be
made contingent upon the closing of the sale of the Company’s Common Stock to the public in a
public offering pursuant to a Registration Statement under the Act (a “Public Offering”).
Certificates for the shares issuable upon exercise of the Conversion Right and, if applicable, a
new warrant evidencing the balance of the shares remaining subject to this Warrant, shall be issued
as of the Conversion Date and shall be delivered to the holder within thirty (30) days following
the Conversion Date.




          (c) Determination of Fair Market Value. For purposes of this Section 10.2, “fair
market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall
mean:




               (i) If the Conversion Right is exercised in connection with and contingent upon a Public
Offering, and if the Company’s Registration Statement relating to such Public Offering
(“Registration Statement”) has been declared effective by the Securities and Exchange Commission,
then the initial “Price to Public” specified in the final prospectus with respect to such offering.



               (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public
Offering, then as follows:



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          (A) If traded on a securities exchange, the fair market value of the Common Stock shall be
deemed to be the average of the closing prices of the Common Stock on such exchange over the five
trading days immediately prior to the Determination Date;




          (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market
value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common
Stock over the five trading days immediately prior to the Determination Date; and




          (C) If there is no public market for the Common Stock, then fair market value shall be
determined by mutual agreement of the holder of this Warrant and the Company.



If closing prices or closing bid prices are no longer reported by a securities exchange or other
trading system, the closing price or closing bid price shall be that which is reported by such
securities exchange or other trading system at 4:00 p.m. New York City time on the applicable
trading day.




     10.3 Exercise Prior to Expiration.  To the extent this Warrant is not previously
exercised as to all of the Shares subject hereto, and if the fair market value of one share of the
Common Stock is greater than the Warrant Price then in effect, this Warrant shall be deemed
automatically exercised pursuant to Section 10.2 above (even if not surrendered) immediately before
its expiration. For purposes of such automatic exercise, the fair market value of one share of the
Common Stock upon such expiration shall be determined pursuant to Section 10.2(c). To the extent
this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section
10.3, the Company agrees to promptly notify the holder hereof of the number of Shares, if any, the
holder hereof is to receive by reason of such automatic exercise.



     11. Representations and Warranties. The Company represents and warrants to the holder
of this Warrant as follows:



          (a) This Warrant has been duly authorized and executed by the Company and is a valid and
binding obligation of the Company enforceable in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors and the rules of
law or principles at equity governing specific performance, injunctive relief and other equitable
remedies.




          (b) The Shares have been duly authorized and reserved for issuance by the Company and, when
issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable
and free from preemptive rights.




          (c) A true and correct copy of the Company’s Certificate of Incorporation, as amended through
the Date of Grant is attached hereto as Exhibit B (the “Charter”). The rights, preferences,
privileges and restrictions granted to or imposed upon the classes and series of the Company’s
capital stock and the holders thereof are as set forth in the Charter.




          (d) The execution and delivery of this Warrant are not, and the issuance of the Shares upon
exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the
Company’s Charter or by-laws, do not and will not contravene any law, governmental rule





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or regulation, judgment or order applicable to the Company, and do not and will not conflict with or
contravene any provision of, or constitute a default under, any indenture, mortgage, contract or
other instrument of which the Company is a party or by which it is bound or require the consent or
approval of, the giving of notice to, the registration or filing with or the taking of any action
in respect of or by, any Federal, state or local government authority or agency or other person, except for the
filing of notices pursuant to federal and state securities laws, which filings will be effected by
the time required thereby.




     12. Modification and Waiver. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.



     13. Notices. Any notice, request, communication or other document required or
permitted to be given or delivered to the holder hereof or the Company shall be delivered, or shall
be sent by certified or registered mail, postage prepaid, to each such holder at its address as
shown on the books of the Company or to the Company at the address indicated therefor on the
signature page of this Warrant.



     14. Binding Effect on Successors. This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or substantially all of the
Company’s assets, and all of the obligations of the Company relating to the Shares issuable upon
the exercise or conversion of this Warrant shall survive the exercise, conversion and termination
of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit
of the successors and assigns of the holder hereof.



     15. Lost Warrants or Stock Certificates. The Company covenants to the holder hereof
that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or
in the case of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.



     16. Descriptive Headings. The descriptive headings of the various Sections of this
Warrant are inserted for convenience only and do not constitute a part of this Warrant. The
language in this Warrant shall be construed as to its fair meaning without regard to which party
drafted this Warrant.



     17. Governing Law. This Warrant shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of California.



     18. Survival of Representations, Warranties and Agreements. All representations and
warranties of the Company and the holder hereof contained herein shall survive the Date of Grant,
the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of
rights hereunder.



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     19. Remedies. In case any one or more of the covenants and agreements contained in
this Warrant shall have been breached, the holders hereof (in the case of a breach by the Company),
or the Company (in the case of a breach by a holder), may proceed to protect and enforce their or
its rights either by suit in equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Warrant.



     20. No Impairment of Rights. The Company will not, by amendment of its Charter or
through any other means, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order to protect the
rights of the holder of this Warrant against impairment.



     21. Severability. The invalidity or unenforceability of any provision of this Warrant
in any jurisdiction shall not affect the validity or enforceability of such provision in any other
jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and
effect.



     22. Recovery of Litigation Costs. If any legal action or other proceeding is brought
for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Warrant, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs
incurred in that action or proceeding, in addition to any other relief to which it or they may be
entitled.



     23. Entire Agreement; Modification. This Warrant constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and undertakings of the parties, whether oral or
written, with respect to such subject matter.



[Remainder of page intentionally left blank; signature page follows]




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     The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant
specified above.



	 	 	 	 	 	 	 
	 	 	MICROMET HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 
	 	 






                          hereby acknowledges and agrees that this Warrant is issued in full and complete
exchange for [ninety percent (90%) / ten percent (10%)] of the Option Rights in connection with the
Bond with Warrant [2002/2003 / 2003/2004] of Micromet AG Martinsreid dated [July 2002 / April
2003], which such Option Rights have been waived and cancelled as of the date hereof.



	 	 	 	 	 	 	 
	 	 	[HOLDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 
	 	 






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EXHIBIT A-1




NOTICE OF EXERCISE




To: MICROMET HOLDINGS, INC. (the “Company”)




     1. The undersigned hereby:




	 	o	 	elects to purchase___ shares of Common Stock of the Company pursuant to
the terms of the attached Warrant, and tenders herewith payment of the
purchase price of such shares in full, or
	 
	 	o	 	elects to exercise its net issuance rights pursuant to Section 10.2 of the
attached Warrant with respect to___ shares of Common Stock.





     2. Please
issue a certificate or certificates representing ___ shares in the name of the
undersigned or in such other name or names as are specified below:



 





(Name)




 






 





(Address)




     3. The undersigned represents that the aforesaid shares are being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of distributing or reselling
such shares, all except as in compliance with applicable securities laws.



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(Signature)
	 	 





                    

     (Date)




 









 








EXHIBIT A-2




NOTICE OF EXERCISE




To: MICROMET HOLDINGS, INC. (the “Company”)




     1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the
Company’s public offering contemplated by the Registration Statement on Form S___, filed___,
20___, the undersigned hereby:



     o
elects to purchase___ shares of Common Stock of the Company (or such lesser number of
shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the
attached Warrant, or



     o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant
with respect to___ shares of Common Stock.



     2. Please deliver to the custodian for the selling shareholders a stock certificate
representing such___ shares.



     3. The undersigned has instructed the custodian for the selling shareholders to deliver to the
Company $___or, if less, the net proceeds due the undersigned from the sale of shares in the
aforesaid public offering. If such net proceeds are less than the purchase price for such shares,
the undersigned agrees to deliver the difference to the Company prior to the Closing.



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(Signature)
	 	 





                    

     (Date)




 









 





EXHIBIT B




CHARTER




 









 





SCHEDULE TO EXHIBIT 4.8




     The preceding form of Warrant to Purchase Common Stock was issued to the following entities in
the amounts listed below:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of Micromet	 	 
	 	 	 	 	Holdings, Inc. Shares	 	Number of Micromet,
	 	 	 	 	Issuable Prior to	 	Inc. Shares Issuable
	Holder	 	Expiration Date	 	Merger	 	Following Merger
	GATX European
Venture Finance
Limited
	 	July 15, 2012	 	 	176	 	 	 	923	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pictet Private
Equity Investors SA
	 	July 15, 2012	 	 	1,580	 	 	 	8,291	 
	 
	 	 	 	 	 	 	 	 	 	 
	GATX European
Venture Finance
Limited
	 	April 30, 2013	 	 	878	 	 	 	4,607	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pictet Private
Equity Investors SA
	 	April 30, 2013	 	 	7,908	 	 	 	41,495	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	10,542	 	 	 	55,316	 





Effective as of May 5, 2006, as a result of the merger with CancerVax Corporation, the exercise
price of the foregoing warrants was adjusted to $12.07 per share.