exv10w22



 






Exhibit 10.22




Executive Employment Agreement



This executive employment agreement (the “Agreement”) is entered into as of June 2, 2006 by and
between Micromet, Inc. (hereinafter “Company”) and




Prof. Dr. Patrick A. Baeuerle

Waldpromenade 18 C

82131 Gauting




(hereinafter “Executive”).



Whereas, Company desires to employ Executive to provide personal services to Company, and
wishes to provide Executive with certain compensation and benefits in return for his services; and



Whereas, Executive wishes to be employed by Company and provide personal services to
Company in return for certain compensation and benefits;



Now, therefore, in consideration of the mutual promises and covenants contained herein, it
is hereby agreed by and between the parties hereto as follows:




     1. Employment by Company




          1.1 Position. Subject to terms set forth herein, Company agrees to employ Executive in the
position of Senior Vice President, Chief Scientific Officer, and Executive hereby accepts such
employment. During his employment with Company, Executive will devote his best efforts and
substantially all of his business time and attention to the business of Company, except for
vacation periods and reasonable periods of illness or other incapacities permitted by Company’s
general employment policies.




          1.2 Duties and Location. Executive will serve in an executive capacity and will perform such
duties as are customarily associated with his then current title, consistent with the certificate
of incorporation and the bylaws of Company, and as required by the board of directors of Company
(the “Board”), including, without limitation, the performance of activities as an officer of
Company or Company’s subsidiaries (including as a “Vorstand” of Company’s subsidiary Micromet AG
upon the appointment by Micromet AG’s supervisory board). Executive will report directly to the
Chief Executive Officer of Company and shall be subject to the direction of the CEO and to such
limits upon Executive’s authority as the CEO may from time to time impose, provided that any
obligations as “Vorstand” of Micromet AG will remain unaffected. In the event of the CEO’s
incapacity or unavailability, Executive shall be subject to the direction of the Board. Executive’s
primary office location will be in the greater Munich metropolitan area. Company reserves the
right to reasonably require Executive to perform his duties at places other than at his primary
office location from time to time, and to require reasonable business travel. Upon termination of
the employment pursuant to Section 7, Executive agrees to resign from all functions which he exercised or assumed on the basis of or in connection with
Executive’s



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employment by Company, including Executive’s position as “Vorstand” of Micromet AG,
subject to any applicable legal requirements regarding such resignation.



          1.3 Term. The term of this Agreement will commence on June 2, 2006 and will continue from that
date until June 2, 2010 (the “Initial Term”), and will be extended automatically for consecutive
one (1) year periods (each an “Extension Term”, and collectively with the Initial Term referred to
herein as the “Employment Term”). If Company or Executive decides not to extend the Initial Term
or any Extension Term, it or he may terminate this Agreement by providing written notice of
termination in accordance with Section 7.2 or 7.4, respectively, and the terms of Section 7.2 or
7.4 will apply with respect to any such termination by Company or Executive, respectively. In
addition, the Employment Term terminates upon termination of employment pursuant to Section 7
below.




          1.4 Policies and Procedures. In addition to the terms of this Agreement, the employment
relationship between the parties will be governed by the general employment policies and practices
of Company, including those relating to protection of confidential information and assignment of
inventions. If the terms of this Agreement differ from or are in conflict with Company’s general
employment policies or practices, this Agreement will control.




     2. Compensation




          2.1 Base Salary. For services rendered hereunder by Executive during the Employment Term,
Executive will receive an annualized base salary of twohundredandthirtyseven thousand Euros
(€237,000) (the “Base Salary”), payable in accordance with Company’s regular payroll schedule (but
not less frequently than monthly), less any payroll withholding and deductions due on such salary
in accordance with applicable law and Company’s general employment policies or practices. Such
Base Salary will be reviewed annually by the Compensation Committee of the Board and may be
increased at its discretion. The Base Salary covers all overtime.




          2.2 Bonus. Executive will participate in Company’s Management Incentive Compensation Plan
adopted by Company from time to time or in such other bonus plan as the Board may approve for the
senior executive officers of Company. Except as otherwise provided in this Agreement, Executive’s
participation in and benefits under any such plan will be on the terms and subject to the
conditions specified in the governing document of the particular plan.




          2.3 Equity Compensation. Executive will participate in any equity or other employee benefit
plan that is generally available to senior executive officers, as distinguished from general
management, of Company, including, without limitation, Company’s current Equity Incentive Award
Plan. Except as otherwise provided in this Agreement, Executive’s participation in and benefits
under any such plan will be on the terms and subject to the conditions specified in the governing
document of the particular plan.




          2.4 Acceleration of Vesting. The provisions concerning vesting pursuant to clauses (a), (b)
and (c) of this Section 2.4 will be cumulative, and are hereby deemed to be a part of all stock
options, restricted stock and such other awards granted pursuant to Company’s stock option and
equity incentive award plans or agreements and any shares of stock issued upon




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exercise thereof (each a “Stock Award”) and to supersede any less favorable provision in any agreement or plan
regarding such Stock Award.




               (a) Subject to any additional acceleration of vesting and exercisability in connection with a
Change of Control (as defined in subsection (d) below), fifty percent (50%) of Executive’s
outstanding unvested Stock Awards will be automatically vested and exercisable on the date of first
closing of any transaction or the stockholder vote resulting in such Change of Control.



               (b) If Executive’s employment is terminated by Company without Cause, by Executive for Good
Reason, or as a result of Executive’s death or Permanent Disability, Executive’s outstanding
unvested Stock Awards that would have vested over the twelve (12) month period following the date
of termination had Executive remained continuously employed by Company during such period, will be
automatically vested and exercisable on the date of termination.



               (c) If Executive’s employment is terminated by Company without Cause or by Executive for Good
Reason within six (6) months prior to or twelve (12) months following a Change of Control, all of
Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable on the
later of (i) the date of termination or (ii) the date of first closing of any transaction or the
stockholder vote resulting in such Change of Control. If the employment is terminated prior to the
Change of Control, Company will inform Executive in writing of any Change of Control occurring
within six (6) months of such termination, and will offer to Executive any of Executive’s Stock
Awards that had not vested at the time of termination.



               (d) “Change of Control” means and includes each of the following events:



                    (i) the acquisition, directly or indirectly, by any “person” or “group” (as those terms are
defined in Sections 3(a)(9), 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules thereunder) of “beneficial ownership” (as determined pursuant
to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of
directors (“Voting Securities”) of Company that represent fifty percent (50%) or more of the
combined voting power of Company’s then outstanding Voting Securities, other than:



                         (1) an acquisition by a trustee or other fiduciary holding securities under any employee
benefit plan (or related trust) sponsored or maintained by Company or any person controlled by
Company or by any employee benefit plan (or related trust) sponsored or maintained by Company or
any person controlled by Company, or



                         (2) an acquisition of Voting Securities by Company or a corporation owned, directly or
indirectly by the stockholders of Company in substantially the same proportions as their ownership
of the stock of Company, or



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                         (3) an acquisition of Voting Securities pursuant to a transaction described in clause (iii)
below that would not be a Change of Control under clause (iii);



                         Provided, however, that notwithstanding the foregoing, the following event will not
constitute an “acquisition” by any person or group for purposes of this subsection (i): an
acquisition of Company’s securities by Company (the “Securities Repurchase”) which causes Company’s
Voting Securities beneficially owned by a person or group to represent fifty percent (50%) or more
of the combined voting power of Company’s then outstanding Voting Securities, except that
such Securities Repurchase will constitute a Change of Control if and when such person or group,
after such Securities Repurchase, becomes the beneficial owner of any additional Voting Securities
of Company;



                    (ii) if, during any period of two (2) consecutive years, individuals who, at the beginning of
such period, constitute the Board together with any new director(s) (other than any director
designated by a person who has entered into an agreement with Company to effect a transaction
described in clauses (i) or (iii) of this Section 2.4(d) whose election by the Board or nomination
for election by Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the two (2) year
period or whose election or nomination for election was previously so approved), cease for any
reason to constitute a majority thereof;



                    (iii) the consummation by Company (whether directly involving Company or indirectly involving
Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or
business combination or (y) a sale or other disposition of all or substantially all of Company’s
assets or (z) the acquisition of assets or stock of another entity, in each case other
than:



                         (1) a transaction which results in Company’s Voting Securities outstanding immediately before
the transaction continuing to represent (either by remaining outstanding or by being converted into
Voting Securities of Company or the person that, as a result of the transaction, controls, directly
or indirectly, Company or owns, directly or indirectly, all or substantially all of Company’s
assets or otherwise succeeds to the business of Company (Company or such person, the “Successor
Entity”) directly or indirectly, at least a majority of the combined voting power of the Successor
Entity’s outstanding Voting Securities immediately after the transaction, and



                         (2) a transaction after which no person or group beneficially owns Voting Securities
representing fifty percent (50%) or more of the combined voting power of the Successor Entity;
provided, however, that no person or group will be treated for purposes of this clause (2)
as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in Company prior
to the consummation of the transaction.



          2.5 Standard Company Benefits. Executive will be entitled to all rights and benefits for
which he is eligible under the terms and conditions of the standard benefits and compensation
practices which may be in effect from time to time and provided by Company to its



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employees
generally, as may be adopted, amended or discontinued in its discretion, consistent with then
applicable law.



          2.6 Business Expenses. Company will reimburse Executive for Company-related travel,
entertainment and other expenses reasonably incurred by Executive on behalf of Company pursuant to
Company’s expense reimbursement policy for its employees.




     3. Insurance and Indemnification




          3.1 Disability and Life Insurance.




               (a) Company will provide at Company’s expense, and for the benefit of Executive and his
designated beneficiaries, disability and life insurance for the duration of the Employment Term in
the amount of at least €1,000,000.00 in the event of disability and at least €500,000.00 in the
event of death, all as provided to Executive immediately prior to the effective date of this
Agreement.



               (b) Company will have the right to take out life, health, accident, “key-man” or other
insurance covering Executive, in the name of Company and at Company’s expense in any amount deemed
appropriate by Company. Executive will assist Company in obtaining such insurance, including,
without limitation, submitting to any required examinations and providing information and data
required by insurance companies.



          3.2 D&O Insurance. Company will obtain and maintain at Company’s expense during the
Employment Term and for six (6) years thereafter liability insurance for the directors and officers
of Company (D&O insurance) in the amount of at least US$10 million.




          3.3 Indemnification. Company and Executive will enter into a separate indemnification
agreement, and Company will indemnify Executive in accordance with the terms of such agreement.




     4. Vacation




          Executive is entitled to an annual, paid vacation in accordance with Company’s standard
policies and as otherwise provided for senior executive officers, but in no event less than thirty
(30) working days. Working days are all calendar days with the exception of Saturdays, Sundays and
statutory holidays in the greater Munich metropolitan area. Executive will coordinate the date of
vacation reasonably in advance with the other executive officers of Company, and the timing of such
vacation will be subject to the prior approval of the Chief Executive Officer.




     5. Outside Activities During Employment




          5.1 Exclusive Employment. Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the CEO, is likely to interfere with Executive’s
ability to discharge his duties and responsibilities to Company. Executive may engage in civic and
not-for-profit activities, and participate in industry associations so long as such activities do
not materially interfere with the performance of his duties hereunder. Executive



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agrees that he
will not join any boards, other than community and civic boards and boards of industry associations
which do not interfere with his duties to Company, without the prior approval of the Board.



          5.2 No Adverse Interests. Except as permitted by Section 5.3, Executive agrees not to
acquire, assume or participate in, directly or indirectly, any position, investment or interest
known by him to be adverse or antagonistic to Company, its business or prospects, financial or
otherwise.




          5.3 Non-Competition during Employment Term. During the Employment Term, except on behalf of
Company or as expressly authorized by the Board, Executive will not directly or indirectly, whether
as an officer, director, stockholder, partner, proprietor, associate, representative, consultant,
or in any capacity whatsoever engage in, become financially interested in, be employed by or have
any business connection with any other person, corporation, firm, partnership or other entity
whatsoever which were known by him to compete directly with Company, throughout the world, in any
line of business engaged in (or planned to be engaged in) by Company; provided, however,
that anything above to the contrary notwithstanding, he or his immediate family may own, as a
passive investor, securities of any competitor corporation, so long as his direct holdings in any
one such corporation will not in the aggregate constitute more than one percent (1%) of the voting
stock of such corporation.




     6. Proprietary Information Obligations




          As a condition of employment, Executive agrees to execute and abide by the Proprietary
Information and Inventions Agreement attached hereto as Exhibit A.




     7. Termination Of Employment




          7.1 Termination by Company for Cause.




               (a) Company may terminate Executive’s employment with Company at any time for Cause,
determined in the Board’s discretion, upon written notice to Executive in accordance with the
requirements of §626 German Civil Code. Executive will not be entitled to Severance Benefits (as
defined in Section 7.2(b)) in the event of a termination for Cause.



               (b) “Cause” means any cause that gives rise to the right to termination pursuant to § 626
German Civil Code, and includes, without limitation: (i) a material breach of this Agreement or any
other written agreement between Executive and Company; (ii) Executive’s gross negligence or willful
misconduct in the performance of his duties; (iii) the commission of any act or omission constituting dishonesty or fraud that has a material adverse
impact on Company or any successor or affiliate thereof; (iv) any conviction of, or plea of
“guilty’ or “no contest” to, a felony; (v) conduct by Executive which in the good faith and
reasonable determination of the Board demonstrates gross unfitness to serve; (vi) failure to
attempt in good faith to implement a clear and reasonable directive of Company’s Chief Executive
Officer after written notice of such failure, and failure by Executive to cure the same within
fifteen (15) business days after receipt of such notice; (vii) persistent unsatisfactory
performance of job duties after written notice of such and failure to cure the same after having
been provided with a reasonable opportunity to cure if deemed curable; or (viii) breach of
fiduciary duty; provided, however, that prior



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to the determination that Cause under this
subsection (b) has occurred, Company will (1) provide to Executive in writing, in reasonable
detail, the reasons for the determination that such “Cause” exists, (2) afford Executive a
reasonable opportunity to remedy any such breach except with respect to clause (vi) above which
specifies the applicable period of time for Executive to remedy his breach, (3) provide the
Executive an opportunity to be heard prior to the final decision to terminate the Executive’s
employment hereunder for such Cause, and (4) make any decision that such Cause exists in good
faith.



               (c) In connection with a termination of the employment pursuant to this Section 7.1, Executive
will not be entitled to receive any Severance Benefits (as defined in Section 7.2 below), unpaid
bonuses or other compensation, other than accrued Base Salary plus other amounts to which Executive
is entitled under any bonus or compensation plan or practice of Company through the date of
termination.



          7.2 Termination by Company without Cause.




               (a) Company may terminate Executive’s employment with Company at any time without Cause, per
the end of a calendar month upon thirty (30) days’ prior written notice to Executive (or such other
period as may be required under applicable law or agreed by Executive and the Board), provided that
Company may release Executive from his duties prior to the expiration of the applicable notice
period.



               (b) In the event Company terminates Executive’s employment without Cause, Company will pay
Executive the Base Salary due the Executive through the end of the applicable notice period, plus
other amounts to which Executive is entitled under any bonus or compensation plan or practice of
Company at the time of termination, regardless of whether or not Company sets a termination date
prior to the expiration of such period. In addition, and provided that Executive executes and does
not revoke a release as provided in Section 8, Company will pay or grant Executive in lieu of any
other severance benefits or any other compensation the following as severance benefits (“Severance
Benefits”):



                    (i) an amount that is the greater of (1) the equivalent to the Base Salary for a period of
twelve (12) months from the date of termination, less any payroll withholding and deductions due on
such salary in accordance with applicable law, or (2) the benefits under Company severance benefit
plan applicable to Executive, if any, in effect on the termination date, and in each case less the
Base Salary paid to Executive with respect to the applicable notice period after any earlier release date set by Company pursuant to subsection
(a) above; and



                    (ii) an amount equal to Executive’s Bonus (as defined below) for the year in which the
employment is terminated prorated for the period during such year Executive was employed prior to
the date of termination (or the full amount of the Bonus if Executive’s employment is terminated
within six (6) months prior to or twelve (12) months following a Change of Control). As used in
this Agreement, “Bonus” means the average of the bonuses awarded to Executive for each of the three
(3) fiscal years prior to the date of termination, or such lesser number of years as may be
applicable if Executive has not been employed for three (3) full years on the date of termination.
For purposes of determining Executive’s “Bonus,” to



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the extent Executive received no bonus in a
year due to a failure to meet the applicable performance objectives, such year will still be taken
into account (using zero (0) as the applicable bonus) in determining Executive’s “Bonus” for
purposes of this subsection (ii), and if any portion of the bonuses awarded to Executive consisted
of securities or other property, the fair market value thereof will be determined in good faith by
the Board; and



                    (iii) acceleration of vesting of Stock Awards pursuant to Section 2.4(b) or 2.4(c), as
applicable; and



                    (iv) for the period beginning on the date of termination and ending on the date which is
twelve (12) full months (or eighteen (18) months if Executive’s employment is terminated within six
(6) months prior to or twelve (12) months following a Change of Control) following the date of
termination (or, if earlier, the date on which the applicable continuation period under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires), (1)
reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for
Executive and his eligible dependents who were covered under Company’s health plans as of the date
of Executive’s termination (provided that Executive will be solely responsible for all matters
relating to his continuation of coverage pursuant to COBRA, including, without limitation, his
election of such coverage and his timely payment of premiums), or for any health insurance premiums
of Executive’s health insurance paid by Company prior to termination of employment pursuant to this
Section 7.2 for which continuation coverage pursuant to COBRA is not available, and (2) pay for and
provide Executive and such eligible dependents with life insurance benefits coverage to the extent
such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s
termination;



                    (v) executive-level outplacement services at Company’s expense, not to exceed €15,000, by a
firm selected by Executive from a list compiled by Company.



               (c) The Severance Benefits due pursuant to Section 7.2(b)(i) and (b)(ii) will be payable as a
lump sum payment or in equal installments over a twelve (12) month period, as determined by the
Board in its discretion.



               (d) Company will have the right to withhold further payments of unpaid Severance Benefits,
upon its notice to Executive of the Board’s good faith reasonable belief, and the basis for the reasonable belief, that Executive has breached any of his
post-termination obligations to Company.



          7.3 Termination by Executive for Good Reason.




               (a) Executive may voluntarily terminate his employment for Good Reason by notifying Company in
writing in accordance with the requirements of §626 German Civil Code.



               (b) “Good Reason” means any reason that gives rise to Executive’s right to termination
pursuant to § 626 German Civil Code, and includes, without limitation: (i) the assignment to
Executive of any duties or responsibilities which result in the material diminution of Executive’s
position; (ii) a reduction by Company in Executive’s annual Base Salary; (iii) a relocation of
Executive’s place of employment to a location outside the Munich metropolitan



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area, except for
required travel by Executive on Company’s business; (iv) any material breach by Company of this
Agreement after written notice of such breach and failure by Company to cure the breach within
fifteen (15) business days after receipt of such notice; (v) any purported termination of
Executive’s employment for Cause by Company that is not in accordance with the definition of Cause
set forth in this Agreement; (vi) any failure to pay Executive the earned bonus for any period
under any management incentive compensation plan adopted by Company, if a majority of other
officers of Company or any successor or affiliate have been paid bonuses for such period under such
plan; or (vii) any failure by Company to obtain the assumption of this Agreement by any successor
or assign of Company.



               (c) In the event Executive terminates his employment under circumstances which constitute Good
Reason, and provided that Executive executes and does not revoke a release as provided in Section
8, Company will pay or grant Executive the Severance Benefits according to Section 7.2(b), provided
that Company will have the right to withhold further payments of unpaid Severance Benefits, upon
its notice to Executive of the Board’s good faith reasonable belief, and the basis for the
reasonable belief, that Executive has breached any of his post-termination obligations to Company.



          7.4 Termination by Executive Without Good Reason.




               (a) Executive may terminate the employment with Company at any time without Good Reason, upon
thirty (30) days’ prior written notice to Company (or such other period as may be required under
applicable law or agreed by Executive and the Board), provided that Company may release Executive
from his duties prior to the expiration of the applicable notice period.



               (b) In connection with a termination of the employment pursuant to this Section 7.4, Executive
will not be entitled to receive any Severance Benefits, unpaid bonuses or other compensation,
except that Company will pay Executive the Base Salary due the Executive through the end of the
applicable notice period, plus other amounts to which Executive is entitled under any bonus or
compensation plan or practice of Company at the time of termination, regardless of whether or not Company releases Executive from his duties prior to the
expiration of such period.



          7.5 Termination for Death.




               (a) The Employment Term will terminate immediately upon Executive’s death. Upon such
termination, Company will pay to any beneficiaries designated by Executive in writing in Exhibit C
(the “Death Benefits Recipients”), or in the absence of such designation, to Executive’s estate, in
lieu of any other severance benefits or any other compensation:



                    (i) the Base Salary due the Executive through the date of Executive’s death, plus other
amounts to which Executive is entitled under any bonus or compensation plan or practice of Company
at the time of Executive’s death;



                    (ii) Executive’s annual base salary as in effect immediately prior to the date of death,
payable over the twelve (12) month period commencing on the date of death in equal monthly
installments;



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                    (iii) an amount equal to Executive’s Bonus for the year in which Executive’s death occurs,
payable over the twelve (12) month period commencing on the date of death in equal monthly
installments.



               (b) In addition, for the period beginning on the date of death and ending on the date which is
twelve (12) full months following the date of death (or, if earlier, the date on which the
applicable continuation period under COBRA expires), Company will reimburse Executive’s eligible
dependents for the costs associated with continuation coverage for such eligible dependents
pursuant to COBRA) (provided that Executive’s dependents will be solely responsible for all
matters relating to such continuation of coverage pursuant to COBRA, including, without limitation,
election of such coverage and the timely payment of premiums), or for any health insurance premiums
of Executive’s health insurance paid by Company prior to termination of employment pursuant to this
Section 7.5 for which continuation coverage pursuant to COBRA is not available.



               (c) Executive may change the Death Benefits Beneficiaries by written notice to Company.



          7.6 Termination for Permanent Disability.




               (a) Company may terminate Executive’s employment by written notice at any time for Permanent
Disability (as defined in subsection (c) below). Upon such termination, Company will pay Executive
(i) the Base Salary due Executive through the date of termination, plus other amounts to which
Executive is entitled under any bonus or compensation plan or practice of Company at the time of
termination, and (ii) provided that Executive executes and does not revoke a release as provided in
Section 8, the Severance Benefits.



               (b) The payments and Severance Benefits due the Executive under subsection (a) above are in
lieu of any other severance benefits or any other compensation. The Severance Benefits due
pursuant to Section 7.2(b)(i) and 7.2(b)(ii) will be payable as a lump sum payment or in equal
installments over a twelve (12) month period, as determined by the Board in its discretion.



               (c) “Permanent Disability” will be deemed to have occurred if Executive was physically or
mentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for
(i) a period in excess of ninety (90) consecutive days, or (ii) a period in excess of one hundred
twenty (120) days in the aggregate in any consecutive one hundred eighty (180) day period. This
definition will be interpreted and applied consistent with applicable law. The existence of
Executive’s Permanent Disability will be determined by Company on the advice of a physician chosen
by Company and Executive (or in the event of mental disability, Executive’s Death Benefits
Recipients) and Company reserves the right to have the Executive examined by such physician at
Company’s expense.



          7.7 Cooperation Obligations.




               (a) Transition Activities. After delivery or receipt of any notice of termination by
Executive, and for a reasonable period following any termination of Executive’s employment for any
reason, Executive will fully cooperate with Company in all matters relating



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to the winding up of
Executive’s pending work and the orderly transfer of any such pending work to such other employees
as may be designated by Company.



               (b) Return of Company’s Property. If Executive’s employment is terminated for any reason
Company will have the right, at its option, to require Executive to vacate his offices prior to or
on the effective date of termination and to cease all activities on Company’s behalf. Upon the
termination of his employment in any manner, as a condition to the Executive’s receipt of any
post-termination benefits described in this Agreement, Executive will immediately surrender to
Company all lists, books and records of, or in connection with, Company’s business, and all other
property belonging to Company, it being distinctly understood that all such lists, books and
records, and other documents, are the property of Company. Executive will deliver to Company a
signed statement certifying compliance with this Section 7.7 prior to the receipt of any
post-termination benefits described in this Agreement



               (c) Litigation. After the Employment Term, Executive will cooperate with Company in
responding to the reasonable requests of Company’s Chairman of the Board, CEO or General Counsel,
in connection with any and all existing or future litigation, arbitrations, mediations or
investigations brought by or against Company, or its or their respective affiliates, agents,
officers, directors or employees, whether administrative, civil or criminal in nature, in which
Company reasonably deems Executive’s cooperation necessary or desirable. In such matters,
Executive agrees to provide Company with reasonable advice, assistance and information, including
offering and explaining evidence, providing sworn statements, and participating in discovery and
trial preparation and testimony. Executive also agrees to promptly send Company copies of all
correspondence (for example, but not limited to, subpoenas) received by Executive
in connection with any such legal proceedings, unless Executive is expressly prohibited by law
from so doing.



               (d) Expenses and Fees. Company will reimburse Executive for reasonable out-of-pocket expenses
incurred by Executive as a result of his cooperation with the obligations described in this Section
7.7, within thirty (30) days of the presentation of appropriate documentation thereof, in
accordance with Company’s standard reimbursement policies and procedures. Except as provided in
the preceding sentence, Executive will not be entitled to any compensation for activities performed
pursuant to this Section 7.7 during the period in which Executive receives any Severance Benefits.
Thereafter, Company will pay Executive a compensation for activities performed pursuant to this
Section 7.7 based on an hourly rate of 160th of Executive’s monthly Base Salary
immediately preceding the termination of employment (the “Fees”). In performing obligations under
this Section 7.7 following termination of the employment, Executive agrees and acknowledges that
he will be serving as an independent contractor, not as a Company employee, and he will be entirely
responsible for the payment of all income taxes and any other taxes due and owing as a result of
the payment of Fees, will not be eligible to participate in any Company benefit plans while
performing such services.



          7.8 Surviving Clauses. Sections 2.4, 3, 6, 7, 8, 9, 10, and 11 (including the definitions of
any defined terms referenced therein) will survive any termination or expiration of this Agreement.




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     8. Release




          As a condition precedent to receipt of any Severance Benefits, Executive will provide Company
with an executed and effective general release substantially in the form attached hereto as Exhibit
B (the “Release”), or a release in such other form as the parties may agree upon at the time.




     9. Non-Competition




          9.1 Non-Compete Obligation. Executive will not, for a period of twelve (12) months from the
end of the Employment Term (the “Non-Compete Period”), for Executive’s own account, or as owner,
manager, officer, shareholder, consultant, director, representative or employee of a company,
participate in the research or development of (i) antibodies against the EpCAM target molecule, or
(ii) BiTE molecules or active agents which trigger the same mechanism as BiTE molecules
(collectively, the “Non-Compete Field”). The Board may, in its discretion, reduce the scope of the
Non-Compete Field.




          9.2 Non-Compete Payment. Company agrees to pay Executive for the duration of the Non-Compete
Period the annual Base Salary at that time of termination, but in no event less than 50% of the
amount of the most recently received salary and benefits (the “Non-Compete Payment”). In the event
that Company pays Executive any Severance Benefits, such payments may be fully set off against the
Non-Compete Payment. The Non-Compete Payment is payable in twelve (12) monthly installments on or
before the end of each month during the Non-Compete Period. Any income from employment, consulting or other services, and any
unemployment benefits which Executive earns or receives during the Non-Compete Period will be set
off against the Non-Compete Payment within the limits of § 74c German Commercial Code (GCoC).
Executive will provide to Company information on the amount of any such income and benefits.




          9.3 Liquidated Damages. If Executive breaches any of Executive’s obligations under this
Section 9, Company will be entitled to receive for each case of breach liquidated damages in the
amount of three (3) months’ net salary, calculated based on Executive’s average monthly Base Salary
received in the last twelve months prior to termination of Executive’s employment less any payroll
withholding and deductions due on such salary in accordance with applicable law and Company’s
general employment policies or practices. In case of a continuing breach, the liquidated damages
will be due for each month during which such breach continues. In addition, Company will not be
required to make any Non-Compete Payments with respect to each month during which such breach
exists or continues. The liquidated damages of this Section 9.3 will not limit the claim for any
additional damages suffered by Company due to breach of this Section 9. § 74 et seq. German
Commercial Code (GCoC) will apply with the exception of § 75a GCoC.




     10. Non-Solicitation




          While employed by Company, and for six (6) months immediately following the date of
termination of the employment, Executive will not interfere with the business of Company by (a)
soliciting, attempting to solicit, inducing, or otherwise causing any employee of

12









 








Company to terminate employment in order to become an employee, consultant or independent contractor to or for
any other person or entity; or (b) directly or indirectly causing any third party that provides
services to Company to terminate such business relationship.




     11. General Provisions




          11.1 Notices. Any notices provided hereunder must be in writing and will be deemed effective
upon the earlier of personal delivery or receipt if delivered by mail or courier service, to
Company at its primary office location and to Executive at his address as listed on Company payroll
or the Executive’s then current place of abode.




          11.2 Confidentiality. Executive will hold the provisions of this Agreement in strictest
confidence and will not publicize or disclose this Agreement in any manner whatsoever;
provided, however, that Executive may disclose this Agreement: (a) to Executive’s immediate
family; (b) in confidence to his attorneys, accountants, auditors, tax preparers, and financial
advisors; (c) insofar as such disclosure may be necessary to enforce its terms or as otherwise
permitted or required by law. In particular, and without limitation, Executive agrees not to
disclose the terms of this Agreement to any current or former employee of Company.




          11.3 Reasonableness of Restrictions. Executive acknowledges and agrees that (a) he has read
this entire Agreement and understands it, (b) the limitations imposed
in this Agreement do not prevent him from earning a living or pursuing his career following
the termination of the employment, and (c) the restrictions contained in this Agreement are
reasonable, proper, and necessitated by Company’s legitimate business interests. Executive
represents and agrees that he is entering into this Agreement freely and with knowledge of its
contents with the intent to be bound by the Agreement and the restrictions contained in it.




          11.4 Remedies. Executive agrees that it may be impossible to assess the damages caused by
Executive’s violation of this Agreement or any of its terms. Executive agrees that any threatened
or actual violation of this Agreement or any of its terms will constitute immediate and irreparable
injury to Company and Company will have the right to enforce this Agreement and any of its
provisions by injunction, specific performance or other relief, without bond and without prejudice
to any other rights and remedies that Company may have for a breach or threatened breach of this
Agreement.




          11.5 Severability. In the event that a court finds this Agreement, or any of its
restrictions, to be ambiguous, unenforceable, or invalid, the parties agree that the court will
read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid
to the maximum extent allowed by law. If the court declines to enforce this Agreement in the
manner provided in this Section 11.5, Executive and Company agree that this Agreement will be
automatically modified to provide Company with the maximum protection of its business interests
allowed by law and Executive agrees to be bound by this Agreement as modified. In case any one or
more of the provisions, subsections, or sentences contained in this Agreement will, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect the other provisions of this Agreement, and this Agreement will be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.




13









 








          11.6 Waiver. If either party should waive any breach of any provisions of this Agreement or
fail to enforce performance by the other party, he or it will not thereby be deemed to have waived
any preceding or succeeding breach or performance of the same or any other provision of this
Agreement. Any such waiver will be effective only if made in writing and signed by the Party
waiving such breach or performance.




          11.7 Complete Agreement; Amendment. This Agreement and its Exhibits, constitute the entire
agreement between Executive and Company and it is the complete, final, and exclusive embodiment of
their agreement with regard to this subject matter. This Agreement replaces all previous
agreements regarding the service relationship of Executive with Company. After commencement of the
Agreement Executive does not have any further claim to compensation, including bonuses which were
agreed in the contract replaced by this Agreement, except outstanding due amounts. It is entered
into without reliance on any promise or representation other than those expressly contained herein.
This Agreement cannot be modified or amended except in a writing signed by an authorized
representative of Company and Executive.




          11.8 Counterparts. This Agreement may be executed in separate counterparts, any one of which
need not contain signatures of more than one party, but all of which taken together will constitute
one and the same Agreement.




          11.9 Assignment; Assumption by Successor; Non-transferability of Interest.




               (a) Company may assign this Agreement, without the consent of Executive, to any business
entity which at any time, whether by purchase, merger or otherwise, directly or indirectly,
acquires all or substantially all of the assets or business of Company. Company will require any
successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially
all of the business or assets of Company expressly to assume and to agree to perform this Agreement
in the same manner and to the same extent that Company would be required to perform it if no such
succession had taken place; provided, however, that no such assumption will relieve Company
of its obligations hereunder. As used in this Agreement, the “Company” will mean Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law or otherwise.



               (b) None of the rights of Executive to receive any form of compensation payable pursuant to
this Agreement will be assignable or transferable except through a testamentary disposition or by
the laws of descent and distribution upon the death of Executive. Any attempted assignment,
transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights
of Executive to receive any form of compensation to be made by Company pursuant to this Agreement
will be void.



          11.10 Headings. The headings of the sections hereof are inserted for convenience only and
will not be deemed to constitute a part hereof nor to affect the meaning thereof.




          11.11 Construction. The language in all parts of this Agreement will in all cases be
construed simply, according to its fair meaning, and not strictly for or against any of the




14









 







parties hereto. Without limitation, there will be no presumption against any party on the ground that such
party was responsible for drafting this Agreement or any part thereof. This Agreement will be
executed in an English and a German version. In the unlikely event of any inconsistencies between
the English and the German version, the German version will control.




          11.12 Choice of Law; Jurisdiction. All questions concerning the construction, validity,
interpretation of this Agreement will be governed by the laws of Germany as applicable to contracts
made and wholly performed within Germany by residents of Germany. The parties hereby irrevocably
and unconditionally consent to the exclusive jurisdiction of the courts of Munich, Germany, for any
action, suit or proceeding (other than appeals therefrom) arising out of or relating to this
Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom)
related thereto except in such courts. The parties further hereby irrevocably and unconditionally
waive any objection to the laying of venue of any action,
suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement
in the courts of Munich, Germany, and hereby further irrevocably and unconditionally waive and
agree not to plead or claim in any such court that any such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum.




15









 







In Witness Whereof, the parties have executed this Agreement on the day and year first
above written.




	 	 	 	 	 
	Micromet, Inc.

 	 	 
	/s/ Christian Itin
 	 	 
	Name:  	Christian Itin 	 	 
	Title:  	President and CEO 	 	 
	 
	 	 	 
	/s/ Patrick A. Baeuerle
 	 	 
	Prof. Dr. Patrick A. Baeuerle 	 	 
	 	 	 
	 




16









 





Exhibit A




Proprietary Information And Inventions Agreement




17









 





Micromet, Inc.




EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT




     In consideration of my employment or continued employment by Micromet, Inc., its subsidiaries,
parents, affiliates, successors and assigns (together, the “Company”) and the compensation now and
hereafter paid to me, I hereby enter into this Proprietary Information and Inventions Agreement
(the “Agreement”) and agree as follows:


1. Nondisclosure.




     1.1 Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my
employment by Company creates a relationship of confidence and trust with respect to Company’s
Proprietary Information (defined below) and that Company has a protectable interest therein. At
all times during my employment and thereafter, I will hold in strictest confidence and will not
disclose, use, lecture upon or publish any of Company’s Proprietary Information, except as such
disclosure, use or publication may be required in connection with my work for Company, or unless an
officer of Company expressly authorizes such in writing. I will obtain Company’s written approval
before publishing or submitting for publication any material (written, verbal, or otherwise) that
relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to
Company any rights I may have or acquire in such Proprietary Information and recognize that all
Proprietary Information will be the sole property of Company and its assigns. I will take all
reasonable precautions to prevent the inadvertent or accidental disclosure of Proprietary
Information.



     1.2 Proprietary Information. The term “Proprietary Information” will mean any and all
confidential and/or proprietary knowledge, data or information of Company, its affiliates, parents
and subsidiaries, whether having existed, now existing, or to be developed during my employment.
By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets,
inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs and techniques and
any other proprietary technology and all Proprietary Rights therein (hereinafter collectively
referred to as “Inventions”); (b) information regarding research, development, new products,
marketing and selling, business plans, budgets and unpublished financial statements, licenses,
prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting
procedures, methods of obtaining business, forecasts, future plans and potential strategies,
financial projections and business strategies, operational plans, financing and capital-raising
plans, activities and agreements, internal services and operational manuals, methods of conducting
Company business, suppliers and supplier information, and purchasing; (c) information regarding
customers and potential customers of Company, including customer lists, names, representatives,
their needs or desires with respect to the types of products or services offered by Company,
proposals, bids, contracts and their contents and parties, the type and quantity of products and
services provided or sought to be provided to customers and potential customers of Company and
other non-public information relating to customers and potential customers; (d) information
regarding any of Company’s business partners and their services, including names; representatives,
proposals, bids, contracts and their contents and parties, the type and quantity of products and
services received by Company, and other non-public information relating to business partners; (e)
information regarding personnel, employee lists, compensation, and employee skills; and (f) any
other non-public information which a competitor of Company could use to the competitive
disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times,
I am free to use information which is generally known in the trade or industry through no breach of
this agreement or other act or omission by me.



     1.3 Third Party Information. I understand, in addition, that Company has received and in the
future will receive from third parties their confidential and/or proprietary knowledge, data, or
information (“Third Party Information”). During my employment and thereafter, I will hold Third
Party Information in the strictest confidence and will not disclose to anyone (other than Company
personnel who need to know such information in connection with their work for Company) or use, except in connection with my work for Company,
Third Party Information unless expressly authorized by an officer of Company in writing.



     1.4 Term of Nondisclosure Restrictions. I understand that Proprietary Information and Third
Party Information is never to be used or disclosed by me, as provided in this Section 1. If,
however, a court decides that



A-1.









 







this Section 1 or any of its provisions is unenforceable for lack of
reasonable temporal limitation and the Agreement or its restriction(s) cannot otherwise be
enforced, I agree and Company agrees that the two (2) year period after the date my employment ends
will be the temporal limitation relevant to the contested restriction, provided, however, that this
sentence will not apply to trade secrets protected without temporal limitation under applicable
law.



     1.5 No Improper Use of Information of Prior Employers and Others. During my employment by
Company I will not improperly use or disclose any confidential information or trade secrets, if
any, of any former employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer or person.


2. Assignment of Inventions.




     2.1 Proprietary Rights. The term “Proprietary Rights” will mean all trade secrets, patents,
copyrights, trade marks, mask works and other intellectual property rights throughout the world.



     2.2 Assignment of Inventions. Subject to Subsections 2.3 and 2.5, I hereby assign and agree
to assign in the future (when any such Inventions or Proprietary Rights are first reduced to
practice or first fixed in a tangible medium, as applicable) to Company all my right, title and
interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether
or not patentable or registrable under copyright or similar statutes, made or conceived or reduced
to practice or learned by me, either alone or jointly with others, during the period of my
employment with Company. Inventions assigned to Company, or to a third party as directed by
Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”



     2.3 Unassigned or Nonassignable Inventions. I recognize that this Agreement will not be
deemed to require assignment of any Invention that I developed entirely on my own time without
using Company’s equipment, supplies, facilities, trade secrets, or Proprietary Information, except
for those Inventions that either (i) relate to Company’s actual or anticipated business, research
or development, or (ii) result from or are connected with work performed by me for Company. In
addition, this Agreement does not apply to any Invention which qualifies fully for protection from
assignment to Company under any specifically applicable state law, regulation, rule, or public
policy (“Specific Inventions Law”).



     2.4 Obligation to Keep Company Informed. During the period of my employment and for six (6)
months after termination of my employment with Company, I will promptly disclose to Company fully
and in writing all Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others. In addition, I will promptly disclose to Company all patent applications
filed by me or on my behalf within a year after termination of employment. At the time of each
such disclosure, I will advise Company in writing of any Inventions that I believe fully qualify
for protection under the provisions of a Specific Inventions Law; and I will at that time provide
to Company in writing all evidence necessary to substantiate that belief. Company will keep in
confidence and will not use for any purpose or disclose to third parties without my consent any
confidential information disclosed in writing to Company pursuant to this Agreement relating to
Inventions that qualify fully for protection under a Specific Inventions Law. I will preserve the
confidentiality of any Invention that does not fully qualify for protection under a Specific
Inventions Law.



     2.5 Government or Third Party. I also agree to assign all my right, title and interest in and
to any particular Company Invention to a third party, including without limitation the United
States, as directed by Company.



     2.6 Works for Hire. I acknowledge that all original works of authorship which are made by me
(solely or jointly with others) within the scope of my employment and which are protectable by
copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section
101).



     2.7 Enforcement of Proprietary Rights. I will assist Company in every proper way to obtain,
and from time to time enforce, United States and foreign Proprietary Rights relating to Company
Inventions in any and all countries. To that end I will execute, verify and deliver such documents
and perform such other acts (including



A-2.









 







appearances as a witness) as Company may reasonably request
for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such
Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver
assignments of such Proprietary Rights to Company or its designee. My obligation to assist Company
with respect to Proprietary Rights relating to such Company Inventions in any and all countries
will continue beyond the termination of my employment, but Company will compensate me at a
reasonable rate after my termination for the time actually spent by me at Company’s request on such
assistance.


In the event Company is unable for any reason, after reasonable effort, to secure my signature on
any document needed in connection with the actions specified in the preceding paragraph, I hereby
irrevocably designate and appoint Company and its duly authorized officers and agents as my agent
and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully permitted acts to further
the purposes of the preceding paragraph with the same legal force and effect as if executed by me.
I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, which I now
or may hereafter have for infringement of any Proprietary Rights assigned hereunder to Company.



3. Records. I agree to keep and maintain adequate and current records (in the form of
notes, sketches, drawings and in any other form that may be required by Company) of all Proprietary
Information developed by me and all Inventions made by me during the period of my employment at
Company, which records will be available to and remain the sole property of Company at all times.



4. Duty Of Loyalty During Employment. I agree that during the period of my employment by
Company I will not, without Company’s express written consent, directly or indirectly engage in any
employment or business activity which is directly or indirectly competitive with, or would
otherwise conflict with, my employment by Company.



5. Reasonableness Of Restrictions.




     5.1 I agree that I have read this entire Agreement and understand it. I agree that this
Agreement does not prevent me from earning a living or pursuing my career. I agree that the
restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s
legitimate business interests. I represent and agree that I am entering into this Agreement freely
and with knowledge of its contents with the intent to be bound by the Agreement and the
restrictions contained in it.



     5.2 In the event that a court finds this Agreement, or any of its restrictions, to be
ambiguous, unenforceable, or invalid, I and Company agree that the court will read the Agreement as
a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent
allowed by law.



     5.3 If the court declines to enforce this Agreement in the manner provided in subsection 5.2,
I and Company agree that this Agreement will be automatically modified to provide Company with the
maximum protection of its business interests allowed by law and I agree to be bound by this
Agreement as modified.


6. No Conflicting Agreement or Obligation. I represent that my performance of all the
terms of this Agreement and as an employee of Company does not and will not breach any agreement to
keep in confidence information acquired by me in confidence or in trust prior to my employment by
Company. I have not entered into, and I agree I will not enter into, any agreement either written
or oral in conflict herewith.



7. Return of Company Property. When I leave the employ of Company, I will deliver to
Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents,
together with all copies thereof, and any other material containing or disclosing any Company
Inventions, Third Party Information or Proprietary Information of Company. I further agree that
any property situated on Company’s premises and owned by Company, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by Company personnel at any
time with or without notice. Prior to leaving, I will cooperate with Company in completing and
signing Company’s termination statement if requested to do so by Company.




A-3.









 







8. Notices. Any notices required or permitted hereunder will be given to the appropriate
party at the address specified below or at such other address as the party will specify in writing.
Such notice will be deemed given upon personal delivery to the appropriate address or if sent by
certified or registered mail, three (3) days after the date of mailing.



9. Notification of New Employer. In the event that I leave the employ of Company, I
hereby consent to the notification of my new employer of my rights and obligations under this
Agreement.



10. General Provisions




     10.1 Governing Law; Consent to Personal Jurisdiction. All questions concerning the
construction, validity, interpretation of this Agreement will be governed by the laws of Germany as
applicable to contracts made and wholly performed within Germany by residents of Germany. I hereby
irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of Munich,
Germany, for any action, suit or proceeding (other than appeals therefrom) arising out of or
relating to this Agreement, and agree not to commence any action, suit or proceeding (other than
appeals therefrom) related thereto except in such courts. I further hereby irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit or proceeding (other
than appeals therefrom) arising out of or relating to this Agreement in the courts of Munich,
Germany, and hereby further irrevocably and unconditionally waive and agree not to plead or claim
in any such court that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.



     10.2 Severability. In case any one or more of the provisions, subsections, or sentences
contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability will not affect the other
provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. If moreover, any one or more of the
provisions contained in this Agreement will for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it will be construed by limiting and reducing
it, so as to be enforceable to the extent compatible with the applicable law as it will then
appear.



     10.3 Successors and Assigns. This Agreement is for my benefit and the benefit of Company, its
successors, assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be
binding upon my heirs, executors, administrators and other legal representatives.



     10.4 Survival. The provisions of this Agreement will survive the termination of my
employment, regardless of the reason, and the assignment of this Agreement by Company to any
successor in interest or other assignee.



     10.5 Employment Status. I agree and understand that nothing in this Agreement will change my
employment status or confer any right with respect to continuation of employment by Company, nor
will it interfere in any way with my right or Company’s right to terminate my employment at any
time, with or without cause or advance notice.



     10.6 Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any
preceding or succeeding breach. No waiver by Company of any right under this Agreement will be
construed as a waiver of any other right. Company will not be required to give notice to enforce
strict adherence to all terms of this Agreement.



     10.7 Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF
THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY
BY REASON OF THE DRAFTING OR PREPARATION HEREOF.



     10.8 Entire Agreement. The obligations pursuant to Sections 1 and 2 (except Subsection 2.7)
of this Agreement will apply to any time during which I was previously engaged, or am in the future
engaged, by Company



A-4.









 








as a consultant if no other agreement governs nondisclosure and assignment of
inventions during such period. This Agreement is the final, complete and exclusive agreement of
the parties with respect to the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, will be effective unless in writing and signed by the party to be
charged. Any subsequent change or changes in my duties, salary or compensation will not affect the
validity or scope of this Agreement.


I have read this agreement carefully and understand its terms.




Dated: June 2nd, 2006




	 	 	 	 	 
	/s/ Patrick A. Baeuerle
 	 	 
	(Signature) 	 	 
	 	 	 

	Prof. Patrick Baeuerle 

(Printed Name) 	 	 



	 	 	 	 	 
	Accepted and Agreed To:



Micromet, inc.

 	 	 
	By:  	/s/ Christian Itin
 	 	 
	 	Title: CEO 	 	 
	 	 	 	 
	 




A-5.









 





Exhibit B




RELEASE AGREEMENT




     1. Consideration. I understand that my position with Micromet, Inc. (the “Company”)
terminated effective _______, 20__ (the “Separation Date”). Company has agreed that if I
choose to sign this Release Agreement (“Release”), Company will pay me certain severance benefits
and provide other consideration pursuant to the terms of the Executive Employment Agreement (the
“Agreement”) between myself and Company, and any agreements incorporated therein by reference. I
understand that I am not entitled to such benefits or considerations unless I sign this Release,
and that Severance Benefits will be paid commencing on the first regular payday following the
Effective Date as defined herein, while COBRA Premiums will be paid commencing upon my execution of
this Release.



     2. General Release. In exchange for the consideration provided to me under the Agreement that
I am not otherwise entitled to receive, I hereby generally and completely release Company and its
present and former directors, officers, employees, shareholders, partners, agents, attorneys,
predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from
any and all claims, liabilities and obligations, both known and unknown, that arise out of or are
in any way related to events, acts, conduct, or omissions occurring prior to my signing this
Release. This general release includes, but is not limited to: (a) all claims arising out of or
in any way related to my employment with Company or the termination of that employment; (b) all
claims related to my compensation or benefits from Company, including salary, bonuses, commissions,
vacation pay, expense reimbursements, Severance Benefits, fringe benefits, stock, stock options, or
any other ownership interests in Company; (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort
claims, including claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory claims, including claims for
discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal
Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the
federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair
Employment and Housing Act (as amended), and any corresponding German laws. Notwithstanding the
release in the preceding sentence, I am not releasing (a) any right of indemnification I may have
in my capacity as an employee, officer and/or director of Company pursuant to any express
indemnification agreement, (b) any rights I may have as an owner and/or holder of Company’s common
stock and stock options, and (c) any rights I may have as a beneficiary of the D&O insurance
obtained by Company as required by the terms of the Agreement. Excluded from this Release are any
claims which cannot be waived by law. I am waiving, however, my right to any monetary recovery
should any agency, such as the EEOC, pursue any claims on my behalf.



     3. ADEA Waiver. I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the ADEA (“ADEA Waiver”). I also acknowledge that the consideration given
for the ADEA Waiver is in addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this writing, as required
by



 









 







the ADEA, that: (a) my ADEA Waiver does not apply to any rights or claims that arise after the
date I sign this Release; (b) I should consult with an attorney prior to signing this Release; (c)
I have twenty-one (21) days to consider this Release (although I may choose to voluntarily sign it
sooner); (d) I have seven (7) days following the date I sign this Release to revoke the ADEA
Waiver; and (e) the ADEA Waiver will not be effective until the date upon which the revocation
period has expired unexercised, which will be the eighth day after I sign this Release (“Effective
Date”). Nevertheless, my general release of claims, except for the ADEA Waiver, is effective
immediately, and not revocable.



     4. Section 1542 Waiver. In giving the general release herein, which includes claims which may
be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the
California Civil Code, which reads as follows:




“A general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”


I hereby expressly waive and relinquish all rights and benefits under that section and any law of
any other jurisdiction of similar effect with respect to my release of any unknown or unsuspected
claims herein.




	 	 	 	 	 	 	 	 	 
	Agreed:
	 	 	 	 	 	 	 	 
	Micromet, Inc.	 	 	 	Patrick Baeuerle, an Individual
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	[Name]	 	 	 	 	 	 
	 

	 	[Title]	 	 	 	 	 	 
	 

	 	Date:	 	 	 	Date:	 	 







 










 





Exhibit C




DEATH BENEFITS RECIPIENTS



Primary Beneficiary: Amount of Payment pursuant to Section 7.5



[                    ] [100%]



Secondary Beneficiary (if Primary Beneficiary pre-deceased):



[                    ] [50%]



[                    ] [50%]




 









 








Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	1.	 	EMPLOYMENT BY COMPANY	 	 	1	 
	 
	 	1.1	 	Position	 	 	1	 
	 
	 	1.2	 	Duties and Location	 	 	1	 
	 
	 	1.3	 	Term	 	 	1	 
	 
	 	1.4	 	Policies and Procedures	 	 	2	 
	2.	 	COMPENSATION	 	 	2	 
	 
	 	2.1	 	Base Salary	 	 	2	 
	 
	 	2.2	 	Bonus	 	 	2	 
	 
	 	2.3	 	Equity Compensation	 	 	2	 
	 
	 	2.4	 	Acceleration of Vesting	 	 	2	 
	 
	 	2.5	 	Standard Company Benefits	 	 	4	 
	 
	 	2.6	 	Business Expenses	 	 	4	 
	3.	 	INSURANCE AND INDEMNIFICATION	 	 	5	 
	 
	 	3.1	 	Disability and Life Insurance	 	 	5	 
	 
	 	3.2	 	D&O Insurance	 	 	5	 
	 
	 	3.3	 	Indemnification	 	 	5	 
	4.	 	VACATION	 	 	5	 
	5.	 	OUTSIDE ACTIVITIES DURING EMPLOYMENT	 	 	5	 
	 
	 	5.1	 	Exclusive Employment	 	 	5	 
	 
	 	5.2	 	No Adverse Interests	 	 	5	 
	 
	 	5.3	 	Non-Competition during Employment Term	 	 	6	 
	6.	 	PROPRIETARY INFORMATION OBLIGATIONS	 	 	6	 
	7.	 	TERMINATION OF EMPLOYMENT	 	 	6	 
	 
	 	7.1	 	Termination by Company for Cause	 	 	6	 
	 
	 	7.2	 	Termination by Company without Cause	 	 	7	 
	 
	 	7.3	 	Termination by Executive for Good Reason	 	 	8	 
	 
	 	7.4	 	Termination by Executive Without Good Reason	 	 	9	 
	 
	 	7.5	 	Termination for Death	 	 	9	 
	 
	 	7.6	 	Termination for Permanent Disability	 	 	10	 
	 
	 	7.7	 	Cooperation Obligations	 	 	11	 






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Table of Contents

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.8	 	Surviving Clauses	 	 	12	 
	8.	 	RELEASE	 	 	12	 
	9.	 	NON-COMPETITION	 	 	12	 
	 
	 	9.1	 	Non-Compete Obligation	 	 	12	 
	 
	 	9.2	 	Non-Compete Payment	 	 	12	 
	 
	 	9.3	 	Liquidated Damages	 	 	12	 
	10.	 	NON-SOLICITATION	 	 	12	 
	11.	 	GENERAL PROVISIONS	 	 	13	 
	 
	 	11.1	 	Notices	 	 	13	 
	 
	 	11.2	 	Confidentiality	 	 	13	 
	 
	 	11.3	 	Reasonableness of Restrictions	 	 	13	 
	 
	 	11.4	 	Remedies	 	 	13	 
	 
	 	11.5	 	Severability	 	 	13	 
	 
	 	11.6	 	Waiver	 	 	14	 
	 
	 	11.7	 	Complete Agreement; Amendment	 	 	14	 
	 
	 	11.8	 	Counterparts	 	 	14	 
	 
	 	11.9	 	Assignment; Assumption by Successor; Non-transferability of Interest	 	 	14	 
	 
	 	11.10	 	Headings	 	 	14	 
	 
	 	11.11	 	Construction	 	 	15	 
	 
	 	11.12	 	Choice of Law; Jurisdiction	 	 	15	 







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