EXHIBIT 10.3


 


	
	
         

         

         

         

        Omnibus
        DEED OF Pledge

         

	 
	 
	 
	 
	
        dated 30
        November 2016

         

         

         

        between

         

         

         

        Affimed N.V.

         

         

         

        as Pledgor

         

         

         

         

        and

         

         

         

         

        Silicon Valley Bank

         

        as Pledgee

         

         

         

         

         

        in connection with
        a Loan Agreement and any other related loan documents

         





     


     


    

THE UNDERSIGNED


 


		(1)	AFFIMED N.V., a public company (naamloze vennootschap) incorporated under the laws
of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with registered address at Im Neuenheimer Feld 582,
D-69120 Heidelberg, Germany and registered with the Dutch Commercial Register under number 60673389, as pledgor (the "Pledgor");
and



 


		(2)	SILICON VALLEY BANK, a corporation incorporated under the laws of California, United States
of America, with registered address at 3003 Tasman Drive, Santa Clara, California 95054, United States of America, as pledgee (the
"Pledgee").



 


WHEREAS:


 


		(A)	by a loan agreement between Affimed GmbH as Borrower and Silicon Valley Bank as bank (hereinafter
the "Loan Agreement"), the Pledgee has agreed to provide the Facilities (as defined therein) to Affimed GmbH;
and



 


		(B)	the Pledgor has entered into this Deed to secure the payment and performance in full of all Secured
Obligations.



 


HAVE AGREED as follows:


 


		1.	Definitions
                                         And Interpretation



 


		1.1	Definitions



 


In this Deed:


 


"Agreements"
means the Insurance Agreements and the Licences.


 


"Bank Account"
means any present or future bank account of the Pledgor with a bank or financial institution in the Netherlands, including but
not limited to a bank account listed under "List of Bank Accounts" in Part I of Annex 1 (Overview of Collateral).


 


"Bank Rights"
means all present and future rights, claims and receivables of the Pledgor against any Debtor with whom a Bank Account is or will
be maintained, including under or in connection with the balance of any Bank Account.


 


"Collateral"
means all Rights, Movables and IP Rights.


 


"DCC" means
the Dutch Civil Code.


 


"Debtor" means


 


		(a)	any bank or financial institution with whom a Bank Account is or will be maintained by the Pledgor;



 


		(b)	any insurer or broker under an Insurance Agreement to which the Pledgor is or may become a party;



 


		(c)	any member of the Group;



 


		(d)	any licensee to which a License has been or will be granted by the Pledgor; and



 




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		(e)	any licensor which has granted or will grant a License to the Pledgor.



 


"Deed" means
this deed of pledge.


 


"Enforcement Event"
means an Event of Default which is continuing, provided that it is also a default (verzuim) in accordance with article 3:248
DCC.


 


"Existing Debtor"
means


 


		(a)	any bank or financial institution with whom a Bank Account is maintained by the Pledgor as the
date of this Deed;



 


		(b)	any insurer or broker under an Insurance Agreement existing on the date of this Deed;



 


		(c)	any member of the Group as at the date of this Deed;



 


		(d)	any licensee to which a License has been granted by the Pledgor as the date of this Deed; and



 


		(e)	any licensor which has granted a License to the Pledgor as at the date of this Deed.



 


"Future Receivables"
means all rights, claims and receivables of the Pledgor against any debtor which come into existence after the date of this Deed
(or in case of any Supplemental Deed, the date of such Supplemental Deed) but excluding (i) receivables pledged under any Security
Document (including this Deed and any Supplemental Deed) and (ii) any Bank Right, Intercompany Right, Insurance Right, Licensor
Right and Licensee Right, if and to the extent the Debtor in respect of such receivable is notified of the (disclosed) Right of
Pledge.


 


"Group" means
Affimed N.V. and each of its subsidiaries within the meaning of article 2:24a DCC.


 


"Insurance Agreements"
means all insurance agreements under which the Pledgor is or may become entitled to claim including, but not limited to, the insurance
agreements listed under "List of Insurance Agreements" in Part I of Annex 1 (Overview of Collateral) to the extent
these agreements are governed by Netherlands law.


 


"Insurance Rights"
means all present and future rights, claims and receivables of the Pledgor against the relevant Debtors under or in connection
with an Insurance Agreement, except to the extent any such receivable relating to an Insurance Agreement is restricted from being
pledged under section 7:954(4) DCC.


 


"Intercompany Rights"
means all present and future rights, claims and receivables of the Pledgor against a Debtor which at any time is a member of the
Group.


 


"Internet Domain Name
Receivables" means all present and future rights, claims and receivables owed to the Pledgor by any internet domain name
register (including but not limited to Stichting Internet Domeinregistratie), including rights, claims and receivables under or
in connection with an Internet Domain Name (as defined in Part II of Annex 1 (Overview of Collateral)).


 




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"IP Movables"
means all data carriers on which data are stored relating to the Copyrights and all manuals and other documentation relating to
the Copyrights, including but not limited, to the extent the Copyrights relate to software, to data carriers, manuals and other
documentation relating to source codes, owned by the Pledgor or which that Pledgor may acquire in the future.


 


"IP Rights"
means all present and future intellectual property including but not limited to Copyrights, Database Rights, Designs, Internet
Domain Names, Licensee Rights, Neighbouring Rights, Patents,, Trade Marks and Trade Names of the Pledgor, in each case as defined
in Part II of Annex 1 (Overview of Collateral) and in each case to the extent these intellectual property rights are not
personal to it and are capable of being pledged.


 


"License" means
all permissions of any kind whatsoever, whether or not registered or in writing (i) granted or to be granted by the Pledgor to
any person entitling that person to use any IP Rights whether or not in return for any financial or other remuneration, including,
but not limited to, the licences listed under "List of Licenses" in Part I of Annex 2 (Overview of Collateral)
or (ii) granted or to be granted to the Pledgor by any person entitling the Pledgor to use any intellectual property rights whether
or not in return for any financial or other remuneration, including, but not limited to, the licences listed under "Licensee
Rights" in Part II of Annex 2 (Overview of Collateral).


 


"Licensor Rights"
means all present or future rights of the Pledgor to receive payment of an amount or other remuneration/consideration under or
arising from any Licence.


 


"Movables"
means (i) all movable assets including but not limited to equipment, inventory, stock and IP Movables and (ii) all rights to bearer
of the Pledgor, in each case owned or conditionally owned (voorwaardelijk eigendom) by the Pledgor on the date of the registration
of this Deed or which the Pledgor may acquire in the future and to the extent these movable assets and rights to bearer are located
in the Netherlands at any time.


 


"Present Receivables"
means all rights, claims and receivables of the Pledgor against any debtor:


 


		(a)	which exist (bestaan) on the date of registration of this Deed (or, in case of any Supplemental
Deed, the date of such Supplemental Deed); or



 


		(b)	which are, after the date of registration of this Deed (or, in case of any Supplemental Deed, the
date of such Supplemental Deed), directly acquired pursuant to a legal relationship in existence (rechtstreeks zullen worden
verkregen uit een bestaande rechtsverhouding) on the date of registration of this Deed (or, in case of any Supplemental Deed,
the date of such Supplemental Deed),



 


excluding any Bank Right, Intercompany
Right, Insurance Right, Licensor Right and Licensee Right, if and to the extent the Debtor in respect of such Right is notified
of the (disclosed) Right of Pledge.


 


"Receivables"
means the Present Receivables and the Future Receivables.


 


"Right of Pledge"
means a right of pledge created or purported to be created under this Deed or any Supplemental Deed.


 




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"Rights" means
the Bank Rights, Intercompany Rights, Insurance Rights, Licensor Rights, Licensee Rights and Receivables.


 


"Secured Obligation"
means any payment obligation (verbintenis tot betaling van een geldsom) in favour of the Pledgee under:


 


		(a)	the Finance Documents; and



 


		(b)	this Deed, including in respect of any costs and expenses related to the foreclosure (kosten
van executie) of any Right of Pledge,



 


whether present or future, whether
actual or contingent, whether as primary obligor or as surety and whether for principal, interest, costs or otherwise, provided
that the security does not apply to any liability to the extent that it would result in such security constituting unlawful financial
assistance within the meaning of article 2:98c DCC or any subsequent legislation in respect of unlawful financial assistance or
any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant provider of security.


 


"Supplemental Deed"
means a deed substantially in the form of Schedule 2 (Form of Supplemental Deed) or such other form as the Pledgee deems
appropriate, including for the avoidance of doubt, an unspecified collective deed of pledge (verzamelpandakte) and any notice
sent to a Debtor notifying such Debtor of the Right of Pledge.


 


		1.2	Interpretation



 


		(a)	Unless otherwise defined in this Deed, words and expressions defined in the Loan Agreement have
the same meanings when used in this Deed. The principles of construction set out in the Loan Agreement will have effect as if set
out in this Deed.



 


		(b)	A reference to an "Annex", a "Clause", a "Party"
or a "Schedule" is a reference to an annex, or a clause of this Deed or a party or a schedule to this Deed.



 


		(c)	Words denoting the singular include the plural and vice versa.



 


		(d)	English language words used in this Deed intend to describe Dutch legal concepts only and the consequences
of the use of those words in English law or any other foreign law are to be disregarded.



 


		(e)	References in this Deed to any Finance Document or other document include such document as amended,
restated, novated, supplemented or otherwise modified from time to time and expressly including any increases and/or amendments
of credit, loans and/or other commitments under the Loan Agreement or other Finance Document irrespective of the amounts involved
and irrespective of the manner of implementation of such increases and/or amendments and as parties may accede to any Finance Document
or retire from any Finance Document.



 


		(f)	A reference to “registration” of this Deed or any Supplemental Deed means registration
by the appropriate department of the tax authorities or notary in the



 




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Netherlands
or, in case of IP Rights, the relevant intellectual property register in accordance with the relevant intellectual property laws.


 


		(g)	References in this Deed to the Pledgee, the Pledgor and any other person shall be construed so
as to include its or their respective permitted successors, transferees and assignees pursuant to the terms of the Finance Documents
from time to time and any successor of such a successor, transferee or assignee.



 


		2.	CREATION AND PERFECTION OF PLEDGE



 


		2.1	Undertaking to pledge



 


The Pledgor agrees with the Pledgee
and undertakes to grant (where relevant in advance (bij voorbaat)) a right of pledge (pandrecht) over the Collateral.


 


		2.2	Secured Obligations



 


		(a)	Each Right of Pledge is created as security for the payment when due of the Secured Obligations.



 


		(b)	Each Right of Pledge shall secure the Secured Obligations as they may be amended from time to time
as a result of a modification, amendment, release or waiver of any of the terms and conditions of any Finance Document or any other
documentation documenting, guaranteeing or securing the Secured Obligations (however fundamental, including any increase of any
of the Facilities under the Loan Agreement, any extension or addition of or to any of the Facilities made available under any Finance
Document and/or any additional facility or amount made available under any Finance Document for any purpose, including in connection
with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to
be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available
to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available
from time to time; any increase or other way of calculating interest in respect of any Facilities and any fees, costs and/or expenses
associated with any of the foregoing) and no such amendment shall discharge or otherwise prejudice or affect any Right of Pledge
and/or any right of the Pledgee under this Deed or any Supplemental Deed.



 


		2.3	Creation of pledge



 


		(a)	The Pledgor hereby grants (as the case may be (i) in advance (bij voorbaat) and/or (ii)
by means of a third party right of pledge (derden-pandrecht) as referred to in article 3:231(1) DCC), in favour of the Pledgee:



 


		(i)	a disclosed right of pledge (openbaar pandrecht) on the Bank Rights, the Intercompany Rights,
the Insurance Rights;



 


		(ii)	an undisclosed right of pledge (stil pandrecht) on the Present Receivables and Licensor
Rights (for the avoidance of doubt, Parties note that at the date of this Deed, the Pledgor does not have any Present Receivables
or Licensor Rights);



 




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		(iii)	a non-possessory right of pledge (vuistloos pandrecht) on the Movables (for the avoidance
of doubt, Parties note that at the date of this Deed, the Pledgor does not have any Movables); and



 


		(iv)	a right of pledge (pandrecht) on the IP Rights (including a undisclosed right of pledge
(openbaar pandrecht) on the Licensee Rights) (for the avoidance of doubt, Parties note that at the date of this Deed, the
Pledgor does not have any IP Rights).



 


		(b)	The Pledgor shall grant (as the case may be (i) in advance (bij voorbaat) and/or (ii) by
means of a third party right of pledge (derden-pandrecht) as referred to in article 3:231(1) DCC), in favour of the Pledgee
an undisclosed right of pledge on the Future Receivables, future Licensor Rights and future Licensee Rights by:



 


executing
a Supplemental Deed (1) every quarter on the last Business Day of that period and (2) promptly upon request of the Pledgee; and


 


		(c)	In respect of movables owned by the Pledgor which are located outside the Netherlands at the date
of this Deed (or, if later, when the Pledgor acquires such movables), the pledge is entered into under the suspensive condition
(opschortende voorwaarde) of such movables being located in the Netherlands at which time they will be (i) Movables within
the meaning of this Deed and (ii) subject to a Right of Pledge.



 


		(d)	The Pledgee hereby accepts (where relevant in advance (bij voorbaat)) each Right of Pledge.



 


		2.4	Scope of pledge over Rights






Each Right of Pledge in respect
of a Right:


 


		(a)	captures only rights, claims and receivables which are capable of being pledged under applicable
law;



 


		(b)	extends to rights, claims and receivables whether jointly or individually held;



 


		(c)	extends, to the fullest extent possible under applicable law, to all rights attached to that Right,
including, but not limited to, dependent rights (afhankelijke rechten) and ancillary rights (nevenrechten); and



 


		(d)	extends to rights, claims and receivables acquired by way of recourse (regres) or subrogation
(subrogatie) and rights, claims and receivables arising from declarations of joint and several liability on the basis of
article 2:403(f) DCC.



 


		2.5	Perfection



 


The Pledgor shall:


 


		(a)	no later than 2 Business Days after the date of this Deed (or 5 Business Days after the date of
any Supplemental Deed), register this Deed (or Supplemental Deed, as the case may be) with the Dutch tax authorities (other than
the registers as referred to under sub (d) of this Clause) and provide a copy of evidence of receipt by the



 




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relevant
authorities and the registered Deed (or Supplemental Deed) to the Pledgee, in each case promptly upon receipt;


 


		(b)	no later than 2 Business Days after the date of this Deed send a notice substantially in the form
of Schedule 1 (Form of Notification Letter), to each Existing Debtor (other than Existing Debtors already notified pursuant
to Clause 2.9 (Notification of disclosed pledge to Parties)) and promptly provide the Pledgee with a copy of such notice
together with evidence of receipt (ontvangstbevestiging) of such notice or fax communication and, promptly upon receipt,
with a copy of the acknowledgement of the Right of Pledge by the Existing Debtors;



 


		(c)	within 5 Business Days after the entry into of any Agreement or intercompany relation with a Debtor
not previously notified of the Right of Pledge send a notice substantially in the form of Schedule 1 (Form of Notification Letter)
to the relevant Debtor and promptly provide the Pledgee with a copy of such notice together with evidence of receipt (ontvangstbevestiging)
of such notice or fax communication and, promptly upon receipt, with a copy of the acknowledgement by the relevant Debtor of the
Right of Pledge; and



 


		(d)	procure, in respect of each IP Right which is registered in a register, that the Right of Pledge
is notified to and requested to be recorded with the relevant registers promptly and in any event no later than 15 Business Days
after the date of this Deed (or such longer period as the Pledgee may agree) (and, in respect of any IP Right which is registered
in a register after the date of this Deed, promptly and in any event no later than 15 Business Days after the date of registration).
For the avoidance of doubt, the parties note that at the date of this Deed, the Pledgor does not have any IP Rights and therefore,
the provisions in this Clause 2.5(d) only apply to any IP Rights which are registered in a register after the date of this Deed.
Such registers include:



 


		(i)	in relation to Designs:



 


		(A)	for Benelux design rights: the design register of the Benelux Office for Intellectual Property
(BOIP) in The Hague, the Netherlands;



 


		(B)	for community design rights: the design register of the Office for Harmonisation in the Internal
Market (OHIM) in Alicante, Spain; and



 


		(C)	for international design rights: the design register of the World Intellectual Property Organisation
(WIPO) in Geneva, Switzerland;



 


		(ii)	in relation to Internet Domain Names with .nl top level extensions:



 


the domain
name register of Stichting Internet Domeinregistratie Nederland (SIDN);


 


		(iii)	in relation to Patents:



 


		(A)	for Dutch patents: the Netherlands Patent Office (NL Octrooicentrum);



 




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		(B)	for European Patents: (i) as long as an application is still pending, the European Patent Office
(EPO) in Munich, Germany and (ii) if the EPO application has been accepted as a Dutch patent registration, the Netherlands Patents
Office (NL Octrooicentrum); and



 


		(C)	for International Patents on the basis of the PCT system (PCT): the International Bureau of the
World Intellectual Property Organisation (WIPO) in Geneva, Switzerland;



 


		(iv)	in relation to supplementary protection certificates: the Netherlands Patent Office (NL Octrooicentrum);
and



 


		(v)	in relation to trade marks:



 


		(A)	for Benelux trademark rights: the trademark register of the Benelux Office for Intellectual Property
(BOIP) in The Hague, the Netherlands;



 


		(B)	for community trademark rights: the trademark register of the Office for Harmonisation in the Internal
Market (OHIM) in Alicante, Spain; and



 


		(C)	for international trademark rights: the trademark register of the World Intellectual Property Organisation
(WIPO) in Geneva, Switzerland.



 


		2.6	Domicile for Patents



 


For purposes of article 67(2)
of the Dutch Patent Act 1995, the Pledgor that pledges any Patent under this Deed and the Pledgee choose domicile at The Hague,
the Netherlands.


 


		2.7	Pledge Confirmation for registered IP Rights



 


Notification to and request
for recording with an intellectual property register within the meaning of Clause ‎2.5 (Perfection) under ‎(d) above
will be effected by means of a notification letter in the form of Schedule 3 (Form of Pledge Confirmation) and the Pledgor
shall provide evidence of receipt by the relevant authorities of such notification and recording to the Pledgee promptly upon receipt
of such evidence.


 


		2.8	Registration by Pledgee



 


Without prejudice to the obligations
of the Pledgor under Clause ‎2.5 (Perfection), the Pledgee shall be authorised to register this Deed and any Supplemental
Deed with the relevant authorities, including any intellectual property register referred to in Clause ‎2.5 (Perfection)
under ‎(d).


 


		2.9	Perfection by Pledgee



 


Without prejudice to the obligations
of the Pledgor under Clause ‎2.5 (Perfection), the Pledgor hereby irrevocably authorises the Pledgee to grant a right
of undisclosed pledge over all Receivables within the meaning of Clause ‎2.3 (Creation of Pledge) under ‎(b) of
this Deed by executing on its behalf a Supplemental Deed in the frequency determined by the Pledgee, and the Pledgee is authorised
to register each Supplemental Deed with the relevant authorities. In addition, the Pledgee has the right to use the power of attorney
granted to the Pledgee in Clause ‎5.2 (Power of Attorney) of this Deed to create similar rights of pledge over the Collateral
by other means (including by way of a collective pledge deed) on a daily basis or at such other intervals or times as the Pledgee
deems appropriate.


 




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		2.10	Notification of disclosed pledge to Parties



 


		(a)	Without prejudice to the obligations of the Pledgor under Clause ‎2.5
(Perfection), the Pledgee shall be authorised to notify each Debtor of the disclosed rights of pledge purported to be created
under this Deed.



 


		(b)	The Pledgee, in its capacity as Debtor of any Bank Rights, confirms to have been notified as Debtor
of the Right of Pledge by signing this Deed.



 


		(c)	The Pledgor, in its capacity as Debtor of any Intercompany Rights, confirms to have been notified
as Debtor of the Right of Pledge by signing this Deed.



 


		2.11	Intellectual property rights other than IP Rights






If any intellectual property
right (including internet domain names and licenses concerning intellectual property rights) granted to or by, acquired, held by,
registered and/or applied for by or in the name of the Pledgor before or after the date of this Deed does not fall within the definition
of any IP Right for geographical and/or other reasons, the Pledgor, where applicable in advance, hereby pledges such right to the
Pledgee. The Pledgee, where applicable in advance, hereby accepts these rights of pledge. Each right of pledge purported to be
created under this Clause ‎2.11 is in addition to and without prejudice to any other rights of pledge created under this Deed.


 


		2.12	Conversion






If pursuant to Netherlands private
international law a law other than the law of the Netherlands would be applicable to the validity of the creation of the security
interests purported to be created under this Deed, and the requirements for the creation of such a security interest under that
other law have been materially satisfied, then, for the purposes of this Deed, the Parties intend to create a security interest
under that law to the extent legally possible.


 


		3.	undertaking



 


		3.1	Preservation of Collateral






Unless explicitly provided otherwise
under any Finance Document, the Pledgor shall not without the prior written consent of the Pledgee:


 


		(a)	pledge, otherwise encumber, dispose of, transfer or make subject to a limited right (beperkt recht) the Collateral or
any part thereof other than in the ordinary course of business and on arm’s length terms, whether or not in advance, or perform
any act that may harm the rights of the Pledgee, or permit to subsist any kind of encumbrance or attachment over the Collateral
or any part thereof;



 


		(b)	vary the terms of or extend, release (kwijtschelden) or waive (afstand doen van)
any Right other than in the ordinary course of business and on arm’s length terms;



 


		(c)	abandon or withdraw any registration of the IP Rights or any part thereof or any entitlement in
relation to the IP Rights or any part thereof; or



 


		(d)	waive any accessory rights (afhankelijke rechten) or ancillary rights (nevenrechten) attached to the Collateral
other than in the ordinary course of business and on arm’s length terms.



 




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		3.2	Undertakings applicable to IP Rights






		(a)	The Pledgor shall:



 


		(i)	retain evidence of the genuine use made of its Trade Marks (and provide the Pledgee with this evidence
upon the Pledgee's request). This evidence includes samples of product packaging, promotional material and copies of invoices to
customers with the Trade Mark; and



 


		(ii)	take all actions, including paying maintenance, renewal, registration and other applicable fees,
monitoring prosecution, defending against third parties, commencement of legal proceedings and other relevant proceedings, making
normal and commercial adequate use of its IP Rights in conformity with the registration thereof and all other actions necessary
to keep its IP Rights in force and valid worldwide and will do nothing to jeopardise its IP Rights now or in the future.



 


		(b)	At the Pledgee's request, provide the Pledgee with:



 


		(i)	a data carrier, in such form as the Pledgee may request, on which its Copyrights are stored and,
to the extent the Copyrights relate to software, including all relevant source codes; and



 


		(ii)	with all such data and movables, including to computers, computer files and software as the Pledgee
may reasonably deem necessary to have access to the Copyrights.



 


		3.3	Undertakings applicable to Bank Rights






The Pledgor shall use all reasonable
endeavours to ensure that each bank (other than the Pledgee) with which a Bank Account is or will be maintained (an “account
bank”) will consent to the creation of the Right of Pledge over any account maintained with that account bank and will
release any pledge, waive any right to create a pledge and any right to set-off and suspension that account bank may have in respect
of any account.


 


		3.4	Undertakings applicable to Movables






The Pledgor shall at its own
expense keep the Movables in good working order and condition, handle the same in a diligent manner, effect any necessary repair
and maintain insurances with reputable insurance companies or underwriters on and in relation to the Movables against those risks
and on such market conditions as is usual for companies carrying on the same or substantially similar business. It shall produce
policies of the relevant insurances to the Pledgee for review at the Pledgee’s request.


 


		3.5	Information






The Pledgor shall:


 


		(a)	promptly inform in writing a bailiff (deurwaarder) serving an attachment (beslag exploit)
in respect of the Collateral or any part thereof, liquidator (curator) in bankruptcy, an administrator (bewindvoerder)
of the Pledgor or, upon the request of the Pledgee, any third party creditor of the Pledgor, of the rights of the Pledgee pursuant
to this Deed;



 




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		(b)	inform the Pledgee promptly of any events or circumstances which may adversely affect the rights
of the Pledgee pursuant to this Deed, the value of the Collateral and/or the possibility of enforcement of the rights of the Pledgee,
including but not limited to:



 


		(i)	an application being filed for its bankruptcy or the granting of a suspension of payments (or any
analogous event under any other jurisdiction); or



 


		(ii)	any attachment (beslagen) on or dispute concerning the Collateral or any part thereof if
such attachment or dispute has a Material Adverse Change on the rights of pledge created under this Deed and any Supplemental Deed,
or on the value of the Collateral concerned;



 


		(c)	promptly upon request of the Pledgee and in such form as the Pledgee may designate provide all
information, evidence (including invoices) and documents relating to the Collateral which the Pledgee may deem necessary to exercise
its rights under this Deed;



 


		(d)	promptly upon request of the Pledgee submit an updated Annex 1 (Overview of Collateral)
or any other up-to-date overview in the form designated by the Pledgee, which may include a print-out or an electronic data carrier
containing the relevant data and listing amongst others the Collateral location(s) of the Movables and the total value thereof,
the aggregate amount of the Rights and the amounts owed by each Debtor and/or the aggregate amount of the Receivables and the amounts
owed by each debtor of a Receivable.



 


		3.6	Inspection of books and records



 


The Pledgee shall on five (5)
Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), but in the
absence of a continuing Event of Default, only during regular business hours, be granted access to the premises of the Pledgor
to inspect the Pledgor's books and records relating to the Collateral. Such inspections or audits shall be conducted no more than
once every twelve (12) months unless an Event of Default has occurred and is continuing.


 


		4.	REPRESENTATIONS AND WARRANTIES



 


		4.1	Representations and warranties






The Pledgor represents and warrants
to the Pledgee that:


 


		(a)	it is the proprietor (rechthebbende) of the Collateral and has full power to dispose (beschikkingsbevoegd)
of the Collateral;



 


		(b)	unless explicitly provided otherwise under the Finance Document, the Collateral is (i) freely transferable
and capable of being pledged under applicable law and, in respect of Rights, the relevant agreements from which the Rights result
are legal, valid and binding agreements and if the validity of the assignment or pledge is subject to prior consent, such consent
is obtained, (ii) not subject to any option or similar right and (iii) not subject to any right of set off;



 


		(c)	on the date of this Deed,



 




    - 11 -


     


    

		(i)	it does not hold any account numbers with any bank in the Netherlands other than the Bank Accounts
listed in Part I of Annex 1 (Overview of Collateral);



 


		(ii)	it does not have any insurance agreements under which it is entitled to claim and which are capable
of being pledged other than the Insurance Agreements listed in Part I of Annex 1 (Overview of Collateral);



 


		(iii)	the entities listed in Part I of Annex 1 (Overview of Collateral) together with the Pledgor
constitute all companies which form part of the Group;



 


		(iv)	the notification details for each Debtor set forth in Part I of Annex 1 (Overview of Collateral)
are complete and correct;



 


		(v)	it has no intellectual property rights falling within the scope of the definition of any IP Right
which are not listed in Part II of Annex 1 (Overview of Collateral); and



 


		(vi)	it has not granted any licenses enabling a person to use any of its IP Rights other than those
listed in Part I of Annex 2 (Overview of Collateral).



 


		(d)	neither the Collateral nor any part thereof has been encumbered whether or not in advance (bij
voorbaat)) by any attachments (beslagen), limited rights (beperkte rechten) or other encumbrances (including
but not limited to any licences or sub-licences) or security interest;



 


		(e)	the execution and performance of this Deed does not violate any agreement or other legal relationship
to which it is a party;



 


		(f)	no litigation, arbitration or administrative proceedings have been instituted or, to the best of
its knowledge, are threatened against it, which could or are reasonably likely to have a material adverse effect on its position
under this Deed or on the economic value of the Collateral; and



 


		(g)	no corporate action or any other steps have been taken or legal proceedings have been instituted
or threatened against it for the entering into a suspension of payments or for bankruptcy or for the appointment of a receiver
or similar officer for it or any or all of its assets.



 


		4.2	Times when representations and are made






The representations and warranties
as included in Clause ‎4.1 (Representations and warranties) are made on each date a Right of Pledge is (purported to
be) granted over the Collateral or any part thereof and are deemed to be repeated on each day that any Secured Obligation exists,
in each case in relation to all Collateral existing on the day the representations and warranties are made or deemed repeated other
than as disclosed on prior to the date of this Deed and/or after the date of this Deed prior to any dradown of Tranch 2 under the
Loan Agreement.


 


		5.	FURTHER ASSURANCE AND POWER OF ATTORNEY



 


		5.1	Further assurance






The Pledgor hereby covenants
that it will, at the Pledgee's first request, at its own expense:


 




    - 12 -


     


    

		(a)	execute any further encumbrances and assurances in favour of, or for the benefit of the Pledgee
to create and perfect the rights of pledge purported to be created hereunder;



 


		(b)	do all acts and things as the Pledgee may deem necessary to create and perfect the rights of pledge
purported to be created hereunder and to exercise its rights under this Deed (including the enforcement of each right of pledge);



 


		(c)	ensure that any right of pledge and the undertakings and obligations of the Pledgor under this
Deed shall inure to the benefit of any successor, transferee or assignee of the Pledgee; and



 


		(d)	facilitate the collection, appropriation or realisation of the Collateral (or any part thereof)
in the manner contemplated by this Deed.



 


		5.2	Power of Attorney



 


		(a)	Subject to paragraph ‎(b) below, the Pledgor hereby irrevocably
and unconditionally grants to the Pledgee a power of attorney with the right of substitution to (i) perform on its behalf and at
its expense any of its obligations under this Deed, including by means of entry into on its behalf of any Supplemental Deed, (ii)
exercise any ancillary or other right in relation to the Collateral and (iii) exercise any of its obligations in relation to the
Collateral. This authorisation permits the Pledgee to (also) act as counterparty within the meaning of article 3:68 DCC.



 


		(b)	The appointment under paragraph ‎(a) of this Clause ‎5.2
(Power of Attorney) above may be exercised by the Pledgee (i) with respect to any obligation or act of the Pledgor to perfect
the security rights purported to be created under this Deed or any Supplemental Deed, at all times and (ii) with respect to any
other act or obligation under this Deed, (a) if an Event of Default has occurred which is continuing or (b) in case the Pledgor
has failed to perform an act or obligation under this Deed and has not remedied such failure within 2 Business Days after receipt
of a notice of such failure from the Pledgee or after becoming aware of such failure.



 


		(c)	The Pledgor hereby ratifies and confirms (where relevant, in advance) any act performed by the
Pledgee under the power of attorney appointment referred to in paragraph ‎(a) of this
Clause ‎5.2 (Power of Attorney).



 


		6.	AUTHORITY TO COLLECT RightS



 


		6.1	Notice to debtors






The Pledgee may, if an Event
of Default has occurred which is continuing, notify any debtor of the right of pledge created over the Receivable(s) owed by that
debtor and inform that debtor that further payments must be made into a bank account designated by the Pledgee.


 


		6.2	Collection of Rights other than Receivables






		(a)	Subject to paragraph ‎(b) below and Clause ‎6.3
(Collection by Pledgee), Pledgee is authorised, to the fullest extent permitted by law, to collect the Rights (other than
the Receivables), to grant discharge in respect of the Rights (other than the Receivables) and to exercise all other rights of
the Pledgor in connection with the



 




    - 13 -


     


    

Rights
(other than the Receivables) (including calling in (opzeggen) the Rights (other than the Receivables)).


 


		(b)	The Pledgee hereby authorises, in accordance with article 3:246(4) DCC, the Pledgor to collect
the Rights (other than the Receivables) and exercise all other rights referred to in paragraph ‎(a)
above with respect to the Rights (other than the Receivables) to the extent permitted under this Deed. This authorisation terminates
upon the notification to the respective Debtors referred to in Schedule 1 (Form of Notification Letter) that this authorisation
is withdrawn, which notice may only be given if an Event of Default has occurred which is continuing.



 


		6.3	Collection by Pledgee of Rights






		(a)	Following notification as provided in Clause ‎6.1 (Notice
to Debtors) or Clause ‎6.2 (Collection of Rights other than Receivables), only
the Pledgee is authorised, to the fullest extent permitted by law, to collect the Rights, to grant discharge in respect of the
Rights and, to the fullest extent permitted by law, to exercise all other rights of the Pledgor in connection with the Rights (including
making the Rights due and payable (opeisbaar verklaren)). The Pledgor waives its rights under article 3:246(4) DCC.



 


		(b)	If the Pledgor receives any payment in respect of a Right after the Pledgee has become authorised
to collect that Right it must promptly transfer to the Pledgee an amount equal to the amount received.



 


		7.	AUTHORITY TO request possession of Movables



 


The Pledgee may, if an Event
of Default has occurred which is continuing, require that all or part of the Movables are brought into its possession or into the
possession of a third party appointed by it for this purpose and in connection herewith the Pledgee (or its representative) is
authorised to enter upon any premises where such Movables are located and to remove such Movables or have the same delivered by
the Pledgor who is obliged to do so after the request of the Pledgee, to such place as the Pledgee may designate.


 


		8.	immediate foreclosure



 


		8.1	Sale and recourse






After an Enforcement Event has
occurred which is continuing, the Pledgee may, without prior notice to the Pledgor or any other person:


 


		(a)	sell or cause the Collateral to be sold in accordance with articles 3:248 DCC et seq, provided
that the articles 3:234, 3:249 and 3:252 DCC shall not apply; and



 


		(b)	take recourse against the proceeds of the Collateral or any part thereof collected by it pursuant
to Clause ‎6 (Authority to Collect Rights) in accordance with article 3:255 DCC.



 


		8.2	Waivers






		(a)	The Pledgor shall not be entitled to request the court to determine that the Collateral pledged
pursuant hereto shall be sold in a manner deviating from the provisions of article 3:250 DCC.



 




    - 14 -


     


    

		(b)	The Pledgor waives:



 


		(i)	any right it may have of (first) requiring the Pledgee to proceed against or enforce any other
right or security or claim payment from any person before enforcing its rights of pledge created by this Deed;



 


		(ii)	any right to be notified by the Pledgee of the sale or of how, where or when the sale will be or
was conducted (as provided for in article 3:249(1) and article 3:252 DCC; and



 


		(iii)	to the extent possible, any other right under Dutch law aimed at protecting grantors of security
for the debts of third parties, including any right pursuant to articles 3:233, 3:234, 6:139 and 6:154 DCC.



 


		8.3	Compositions






Upon the occurrence of an Enforcement
Event, the Pledgee may regarding the Collateral or any part thereof (i) enter into court compositions or out-of-court compositions
(gerechtelijke of buitengerechtelijke akkoorden), (ii) cast a vote in connection with such compositions, and (iii) enter
into any settlement agreement with any other person.


 


		8.4	Enforcement Proceeds






The Pledgee will apply the proceeds
of a sale of the Collateral or any part thereof or from having taken recourse against the Collateral or any part thereof following
collection towards satisfaction of the Secured Obligations in accordance with the mandatory provisions of Dutch law and the Loan
Agreement.


 


		9.	NO PREJUDICE



 


To the fullest extent permitted
by law, (i) this Deed does not prejudice, limit or affect any right of the Pledgee under any Finance Document and (ii) the Finance
Document do not prejudice, limit or affect any right of the Pledgee under this Deed.


 


		10.	CONFLICT



 


If there is a conflict between
this Deed and the Loan Agreement, the provisions of the Loan Agreement will take priority over the provisions of this Deed, except
for provisions herein which are required for establishing a right of pledge over the Collateral in accordance with Dutch law.


 


		11.	TERMINATION AND RELEASE OF PLEDGE



 


		11.1	Continuing security






Each Right of Pledge and all
obligations under this Deed shall remain in full force and effect until all Secured Obligations have been irrevocably and unconditionally
paid in full and no new Secured Obligations may arise unless terminated by the Pledgee pursuant to Clause ‎11.2 (Termination
by notice).


 


		11.2	Termination by notice






Subject to any consent required
by the Loan Agreement, the Pledgee may terminate (opzeggen) the Right of Pledge and relating obligations under this Deed
in whole or in part by notice (opzegging) in writing to the Pledgor.


 




    - 15 -


     


    

		11.3	Rights and obligations






Upon the termination of the
right of pledge by notice pursuant to Clause ‎11.2 (Termination by notice) or at any other time, the contractual rights
and obligations created under this Deed may be terminated in whole or in part by the Pledgee and the Pledgor by means of a private
deed (onderhandse akte).


 


		11.4	Evidence of indebtedness






The records of the Pledgee are
conclusive evidence (dwingend bewijs) of the existence and the amount of the Secured Obligations.


 


		12.	TRANSFER



 


		12.1	No transfers – Pledgor






The Pledgor shall not assign
or transfer any of its rights and obligations under this Deed without the prior written consent of the Pledgee.


 


		12.2	Transfers – Pledgee






		(a)	The Pledgee is entitled to transfer, assign or pledge all or part of its rights and/or obligations
pursuant to this Deed in accordance with the relevant provisions of the Loan Agreement and the Pledgor grants its co-operation
in advance within the meaning of article 6:159(1) DCC provided that (a) the Pledgor shall be responsible for reasonably and properly
incurred external costs incurred in connection with such assignment or transfer and (b) such assignment or transfer shall not be
made to a direct or indirect competitor of the Pledgee and (c) this Deed shall only be assigned or transferred if the Pledgor transfers
all of its rights and obligations under the Secured Obligations to such third party.



 


		(b)	If the Pledgee transfers, assigns or pledges its rights under the Secured Obligations (or a part
thereof), the Rights of Pledge shall follow pro rata parte the transferred, assigned or pledged rights (as ancillary right
(nevenrecht)) to the relevant transferee, assignee or pledgee.



 


		(c)	The Pledgee is entitled to provide any transferee, assignee or pledgee or proposed transferee,
assignee or pledgee with any information concerning the Pledgor and/or the Collateral.



 


		13.	LIABILITY



 


The Pledgee will not be liable
vis-à-vis the Pledgor as a result of (i) any sale or collection of the Collateral (or failure to sell or collect the Collateral)
by the Pledgee, (ii) any exercise of, or failure to exercise any right under this Deed, except, in each case, for any loss caused
by its wilful misconduct or negligence.


 


		14.	COSTS



 


The Pledgor will in accordance
with the Loan Agreement pay the Pledgee all reasonable costs, losses, claims and out-of-pocket expenses of whatever nature (including
reasonable legal fees) incurred by it relating to or arising out of this Deed and any Supplemental Deed (including the entering
into and registration of this deed, Clause ‎5.1 (Further Assurance) and the enforcement of or preservation of any rights
under this Deed).


 




    - 16 -


     


    

		15.	GENERAL



 


		15.1	No Rescission






To the extent permitted by law,
the Pledgor hereby waives (i) its rights under articles 6:228 and 6:265 to 6:272 DCC or any other ground under any applicable law
inclusive to rescind (ontbinden) or nullification (vernietiging), or demand in legal proceedings the rescission (ontbinding)
or nullification (vernietiging) of, this Deed and (ii) its rights under articles 6:52, 6:262 and 6:263 DCC or any other
ground under any applicable law to suspend (opschorten) any obligation under or in connection with this Deed.


 


		15.2	Subordination of recourse and subrogation claims






The Pledgor will not be entitled
to any right by way of recourse (regres) or to any right or security interest of the Pledgee by way of or subrogation (subrogatie)
in respect of this Deed. To the extent necessary, the Pledgor hereby (i) waives any entitlement to any such right of recourse or
subrogation or security interest and (ii) subordinates any such right in favour of the Pledgee, to the extent possible under law
such that the right of recourse or subrogation is acquired subordinated (ontstaat achtergesteld) and (iii), if the waiver
or subordination of rights acquired by way of subrogation is not effective, undertakes to refrain from exercising the relevant
right or security interest. If any amount is received by the Pledgor on account of such recourse or subrogation rights at any time
when any Secured Obligation is outstanding, the Pledgor shall promptly pay an amount equal to such amount to the Pledgee to be
applied in accordance with Clause ‎8 (Immediate foreclosure).


 


		15.3	Notices






Any notice or other communication
under or in connection with this Deed must be made in accordance with the Loan Agreement.


 


		15.4	Partial Invalidity






If, at any time, any provision
of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the
law of any other jurisdiction will in any way be affected or impaired.


 


		15.5	Execution and amendments






		(a)	This Deed and any Supplemental Deed may be signed in any number of counterparts.



 


		(b)	This Deed may only be amended by a written deed or agreement.



 


		15.6	No Implied Waiver and no forfeiture






		(a)	Any waiver under this Deed must be given by notice to that effect.



 


		(b)	Where a Party does not exercise any right under this Deed (which includes the granting by a Party
to any of the other Parties of an extension of time in which to perform its obligations under any of these provisions), this is
not deemed to constitute a forfeiture of that Party's right under this Deed (rechtsverwerking).



 


		(c)	The rights and remedies of the Pledgee are in addition to any other right that the Pledgee may
have under Netherlands law or any other applicable law.



 




    - 17 -


     


    

		16.	GOVERNING LAW AND JURISDICTION



 


		16.1	Governing Law






This Deed and any non-contractual
obligations arising out of or in connection with it are governed by and construed in accordance with the laws of the Netherlands.


 


		16.2	Jurisdiction






Any dispute arising out of or
in connection with this Deed is to be submitted to the non-exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
This Clause ‎16.2 (Jurisdiction) is for the benefit of the Pledgee only. As a result, the Pledgee shall not be prevented
from taking proceedings relating to a dispute in any other courts with jurisdiction. To the extent allowed by law, the Pledgee
may take concurrent proceedings in any number of jurisdictions.


 


		16.3	Acceptance governing law power of attorney






If a Party is represented by
an attorney in connection with the signing and/or execution of this Deed or any agreement or document pursuant to or in connection
with this Deed,


 


		(a)	the existence and extent of the authority of; and



 


		(b)	the effects of the exercise or purported exercise of that authority by,



 


that attorney is governed by
the law designated in the power of attorney pursuant to which that attorney is appointed and such choice of law is accepted by
the other Parties.


 




    - 18 -


     


    

ANNEX 1


 


OVERVIEW OF COLLATERAL 


 


PART I – DEBTORS


 


	List of Bank Accounts
	Pledgor	Bank	Bank Account(s)	Contact details

 

None at the date of this Deed


 


	Affimed N.V.	
        [•]

         
	
        [•]

        

        [•]

        

        [•]

         
	
        attn.:
        [•]

        

        address
        : [•]

        

        fax number: [•]

        

        email: [•]

         


 

	List of group companies other than the Pledgor
	Group company	Contact details

 

	
        Affimed GmbH

         
	
        attn.           :
        Florian Fischer

        

        address
            : Im Neuenheimer Feld 582, 69120 Heidelberg

        

        fax number: 

        

        email          : 

         

	
        AbCheck s.r.o.

         
	
        attn.           :
        Volker Lang

        

        address
            : Teslova 1202/3, 30100 Plzen, Czech Republic

        

        fax number: 

        

        email           : 

         

	Affimed Inc.	
        attn.            :
        Andrew Curtis

        

        address
             : 196 West Ashland St, Doylestown, PA 18901

        

        fax number:

        

        email           : 

         

	List of Insurance Agreements

 

None at the date of this Deed


 


	Insurer(s)	Broker	Description	Policy nr	Contact details
	[•]	[•]	[•]	[•]	
        attn.:
        [•]

        

        address
        : [•]

        

        fax number: [•]

        

        email:
        [•]

         


 



    - 19 -


     


    

IP RIGHTS


 


"Copyrights" means all
copyrights of the Pledgor within the meaning of the Netherlands Copyrights Act, including but not limited to:


 


None at the date of this Deed


 


	Affimed N.V.	[insert description of work(s)]
	 	[insert description of work(s)]

 

"Database Rights" means
all rights of the Pledgor in any database within the meaning of the Netherlands Database Act, including but not limited to:


 


None at the date of this Deed


 


	Affimed N.V.	[insert description of database right(s)]
	 	[insert description of database right(s)]

 

"Designs" means all:


 


		(a)	drawings and designs registered or to be registered in the name of the Pledgor with validity in
the Benelux;

 





		(b)	Community designs registered or to be registered in the name of the Pledgor;

 





		(c)	unregistered EU designs of the Pledgor with validity in the European Union; and

 





		(d)	to the extent not falling within any of the categories referred to above under (a), (b) and (c),
international drawings and designs registered or to be registered in the name of the Pledgor with validity in the Benelux,

 





including, in each case, any application
for the same and including but not limited to:


 


None at the date of this Deed


 


	Affimed N.V.	[insert description of drawing or design] ([BX/EU/INT])	Reg/app No(s): [●] and [●]**
	 	[insert description of drawing or design] ([BX/EU/INT])	Reg/app No(s): [●] and [●]**

 



    - 20 -


     


    

"Internet
Domain Names" means all rights of the Pledgor to <.nl> internet domain names registered or to be registered in the
name of the Pledgor, including but not limited to:


 


None at the date of this Deed


 


	Affimed N.V.	
        <[●]nl>

         

        <[●]nl>

         

        <[●]nl>

         


 

"Licensee Rights" means
all permissions of any kind whatsoever, whether or not registered or in writing, granted or to be granted to the Pledgor by any
person and entitling the Pledgor to use any intellectual property or related right owned by (or licensed to) that person in the
course of the Pledgor's business, whether or not in return for any financial or other compensation, including but not limited to:


 


None at the date of this Deed


 


	Affimed N.V.	[description licence]	Licensor: [name]	dated: [date licence]
	 	[description licence]	Licensor: [name]	dated: [date licence]

 

"Neighbouring
Rights" means, with respect to the Pledgor, all neighbouring rights of the Pledgor within the meaning of the Dutch Neighbouring
Rights Act, including but not limited to:


 


None at the date of this Deed


 


	Affimed N.V.	[insert description of neighbouring right]
	 	[insert description of neighbouring right]

 

"Patents"
means, with respect to the Pledgor, all


 


		(a)	NL and EU patents registered or to be registered in the name of the Pledgor with validity in the
Netherlands and the Netherlands Antilles; and

 





		(b)	applications of the Pledgor for a right referred to under (a) as well as its entitlements to such
rights, and/or any divisionals, continuations, continuations-in-part or the like in the Netherlands based on any of the foregoing
applications, and any applications in the Netherlands claiming priority of any of the foregoing applications, and including all
patents that are granted in relation to any of the foregoing applications,

 


 




    - 21 -


     


    

including
but not limited to :


 


	Affimed N.V.	[patent(s)] ([EU/NL])	Reg/app No(s): [●] and [●]
	 	[patent(s)] ([EU/NL])	Reg/app No(s): [●] and [●]

 

None at the date of this Deed


 


"Trade
Marks" means all


 


		(a)	trade marks registered or to be registered in the name of the Pledgor with validity in the Benelux;

 





		(b)	Community trade marks registered or to be registered in the name of the Pledgor; and

 





		(c)	to the extent not falling within any of the categories referred to under (a) and (b), international
trade marks registered or to be registered in the name of the Pledgor with validity in the Benelux,

 


 


including but not limited
to:


 


None at the date of this Deed


 


	Affimed N.V.	[trade mark(s)] ([BX/EU/INT])	Reg/app No(s): [●] and [●]
	 	[trade mark(s)] ([BX/EU/INT])	Reg/app No(s): [●] and [●]

 

"Trade Names" means all
names under which the Pledgor conducts its business in the Netherlands, including but not limited to:


 


	Affimed N.V.	Affimed N.V.

 



    - 22 -


     


    

SCHEDULE
1


 


FORM OF NOTIFICATION LETTER


 


By
registered mail & postal service confirmation of receipt


 


(aangetekend met ontvangstbevestiging)


 


From:

Affimed N.V.

Im Neuenheimer Feld 582

D-69120 Heidelberg


 


Germany


 


To:

[insert name of Debtor]


 


	Address	: [•]
	Fax number	: [•]
	Attn.	: [•]

 

Copy to:


 


Silicon Valley Bank

3003 Tasman Drive, Santa Clara

California 95054

United States of America


 


[•] 2016


 


Ladies and gentlemen,


 


We write you in your capacity as [bank
in connection with the bank account maintained by us with you under number[s] [•] and any future bank accounts that may be
maintained by us with you (the "Bank Accounts")][debtor in our intercompany relation dated [•] and under
any future intercompany relation that may come into existence between you and ourselves (the "Intercompany Relations")][[insurer][broker]
under an insurance agreement between you and ourselves dated [•] and under any future insurance agreement that may be entered
into between you and ourselves (the "Insurance Agreements")][licensee under a license agreement between you and
ourselves dated [•] and under any future license agreement under which a licence may be granted to you by ourselves (the "Licenses")][licensor
under a license agreement between you and ourselves dated [•] and under any future license agreement under which a licence
may be granted by you to ourselves (the "Licenses")].


 


We hereby notify you of the right of pledge
created under an omnibus deed of pledge (the "Deed of Pledge") dated [•] 2016 between, amongst others, us
as pledgor and Silicon Valley Bank, as bank (the "Pledgee") under which we have pledged to the Pledgee all our
present and future rights, claims and receivables against you including, but not limited to, the rights, claims and receivables
[as these


 




    - 23 -


     


    

are or will be administered from time to
time in the balance of any existing or future Bank Account or otherwise] [under the Intercompany Relations] [pursuant to the Insurance
Agreements] [pursuant to the Licence(s)] (the "Pledged Rights").


 


Pursuant to the Deed of Pledge, we have
been granted permission to give instructions in relation to and collect and receive payment of the Pledged Rights until the Pledgee
has given written notice to you stating that such permission has been withdrawn. Consequently, until receipt of such notice, you
can continue to make payments to us as instructed and upon and following receipt of such notice, you are only discharged from your
payments obligations if you make payments to the Pledgee as instructed by the Pledgee. In addition, you are requested to incorporate
a "special clause" in the relevant certificate of insurance and register the right of pledge in the insurance
policy with regard to the Insurance Agreements and promptly provide us and the Pledgee a copy of such certificate of insurance
and insurance policy including the registration of the right of pledge.


 


To the extent required, this notice is
a Supplemental Deed under and as defined in the Deed of Pledge and we hereby pledge the Pledged Rights to the Pledgee, on the terms
and conditions of the Deed of Pledge.


 


We request you to sign this letter for
acknowledgement and to return the same to us.


 


Yours sincerely,


 


Affimed N.V.


 


 


 


 


____________________________________


 


By:


 


Title:


 




    - 24 -


     


    

We, the undersigned, acknowledge receipt
of this notice of pledge, agree to be bound by the terms of this notice and confirm that we have not received a notice of another
right of pledge over the Pledged Rights. In addition, we release any right of pledge, and waive (afstand doen van) any right
of set-off (verrekening) and suspension of performance (opschorting) we may have, in respect of the [Bank Accounts][Intercompany
Relations][Insurance Agreements] other than in respect of fees and costs directly related to administering the Bank Accounts until
the Pledgee has notified us in writing that the [relevant] right of pledge pursuant to the Deed of Pledge has been terminated.


 


FOR ACKNOWLEDGMENT:


 


 


[name of Debtor]


 


 


 


 


 


____________________________________


 


By: [name]


 


Title: [authorised representative]


 




    - 25 -


     


    

SCHEDULE
2


 


FORM OF SUPPLEMENTAL DEED


 


Silicon Valley Bank

3003 Tasman Drive, Santa Clara

California 95054

United States of America


 


[•] 2016


 


Ladies and gentlemen,


 


Reference is made to the omnibus deed of
pledge dated [insert date] between yourselves as Pledgee (as defined in that deed) and ourselves as pledgor (the "Deed
of Pledge").


 


		1.	This is a Supplemental Deed and a Finance Document. Unless otherwise defined in this Supplemental
Deed, words and expressions defined in the Deed of Pledge have the same meanings when used in this Supplemental Deed.

 





		2.	Pursuant to the undertaking set forth in Clause ‎2.1 (Undertaking to Pledge) of the
Deed of Pledge and as security for the payment when due of the Secured Obligations, the Pledgor agrees to create and hereby grants
(as the case may be (i) in advance (bij voorbaat) and/or (ii) by means of a third party right of pledge (derden-pandrecht)
as referred to in article 3:231(1) DCC), in favour of the Pledgee, a right of pledge over all Receivables capable of being pledged
on the date of registration of this Supplemental Deed and all rights attached to these Receivables.

  


		3.	We hold all electronic carriers, copies of invoices and/or other relevant documents, such as order
and delivery receipts and contracts concerning the Receivables at your disposal.

  


		4.	With regard to the Receivables (purported to be) encumbered with a right of pledge by this Supplemental
Deed, we make the representations and warranties set out in Clause ‎4 (Representations and Warranties) of the Deed of
Pledge.

 





		5.	We will register this Supplemental Deed with the relevant authorities as set out in Clause ‎2.5
(Perfection) of the Deed of Pledge and provide you a copy of confirmation of receipt and of the registered deed. Without
prejudice to the foregoing sentence we confirm that you are authorised to register this Supplemental Deed with the relevant authorities.

  


		6.	[The exhibit attached to this Supplemental
                                         Deed (on its face or in the document attached to it) specifies the information required
                                         by Clause ‎3.5 (Information) under ‎(d) of the Deed of Pledge.1

 





		7.	All provisions of the Deed of Pledge (including the governing law and jurisdiction clause) apply
mutatis mutandis to this Supplemental Deed.

  


		8.	The Pledgee has accepted the pledge created under this Supplemental Deed in advance in the Deed
of Pledge.

 


 


1
Attach exhibit manually if requested by the Pledgee


 




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Yours faithfully,


 


Affimed N.V.


 


	______________	 	______________	 
	By	:	 	By	:	 
	Title	: authorised signatory	 	Title	: authorised signatory	 

 



    - 27 -


     


    

SCHEDULE
3


 


FORM OF PLEDGE CONFIRMATION


 


[Benelux Office for Intellectual Property
(BOIP)





Attn. [design register][trademark register]





Postbus 90404 


NL-2509 LK, Den Haag, Nederland1





[Office for Harmonisation in the Internal
Market (OHIM) 


Attn. [design register][trademark register]





Avenida de Europa, 4 


E-03008 Alicante, Spain2





[World Intellectual Property Organisation
(WIPO) 


Attn. [design register][trademark register][international
bureau]





34, chemin des Colombettes 


CH-1211 Geneva 20, Switzerland3





[Netherlands Patent Office (Nederlands
Octrooicentrum) 


Postbus 10366





2595 AL, Den Haag, Nederland4


[European Patent Office (EPO)





P.O. Box 80298, Munich, Germany5 


[Stichting Internet Domeinregistratie Nederland
(SIDN)





Postbus 5022 


6802 EA Arnhem, Nederland6


 


_____________








		1	use this register for registration of pledge over Benelux
Designs and over Benelux Trademarks (always check whether contact details are still correct)



 


		2	use this register for registration of pledge over Community
Designs and over Community Trademarks (always check whether contact details are still correct)



 


		3	use this register for registration of pledge over International
Patents on the basis of the PCT system (PCT) and international Trademarks (always check whether contact details are still correct)



 


		4	use this register for registration of pledge over Dutch
Patents and over European Patents for which an application has been filed with the European Patent Office (EPO) that has been
accepted as a Dutch Patent registration (always check whether contact details are still correct)



 


		5	use this register for registration of pledge over European
Patents as long as application for registration is still pending at the European Patent Office (EPO) (always check whether contact
details are still correct)



 


		6	use this register for .nl Internet Domain Names (always
check whether contact details are still correct)






    - 28 -


     


    

Copy to:





Silicon Valley Bank 


Attn.: [•]

3003 Tasman Drive, Santa Clara

California 95054

United States of America





Tel: [•] 


Fax: [•]


 


[•] 2016


 


 


 


 


 


Dear Sirs,


 


Pledge of intellectual property rights


 


We hereby inform you that pursuant to an
omnibus deed of pledge dated [insert date] (the "Deed of Pledge"), a right of pledge was created by Affimed
N.V. as pledgor (the "Pledgor") on all its present and future intellectual property rights in favour of SILICON
VALLEY BANK, incorporated under the laws of the State of California, United States of America, with a registered address at
3003 Tasman Drive, Santa Clara, California 95054, United States of America (the "Pledgee").


 


[This is to confirm that we have intellectual
property rights, particulars of which are set forth in the annex to this letter. We hereby confirm that these intellectual property
rights are subject to the rights of pledge in favour of the Pledgee pursuant to the Deed of Pledge and request you kindly to have
these rights of pledge recorded in your register as soon as possible.]*


 


[This is to confirm that on [insert
date] we have acquired intellectual property rights, particulars of which are set forth in the annex to this letter. We hereby
confirm that these intellectual property rights are subject to the rights of pledge in favour of the Pledgee pursuant to the Deed
of Pledge and request you kindly to have these rights of pledge recorded in your register as soon as possible.]**


 


* please use this option in case of
first registration of rights of pledge after signing of the Deed of Pledge


 


** please use this option in case of
future registration of rights of pledge after the first registration


 


Yours sincerely,


 


 


 


 


Affimed N.V.





    - 29 -


     


    




 


ANNEX TO PLEDGE CONFIRMATION


 


	Details of Designs

 

	Affimed N.V.	[insert description of drawing or design] ([BX/EU/INT])	Reg/app No(s): [●] and [●]**
	 	[insert description of drawing or design] ([BX/EU/INT])	Reg/app No(s): [●] and [●]**

 

	Details of .nl Internet Domain Names

 

	Affimed N.V.	
        <[●]nl>

         

        <[●]nl>

         

        <[●]nl>

         


 

	Details of Patents

 

	Affimed N.V.	[patent(s)] ([EU/NL])	Reg/app No(s): [●] and [●]
	 	[patent(s)] ([EU/NL])	Reg/app No(s): [●] and [●]

 

	Details of Trademarks

 

	Affimed N.V.	[trade mark(s)] ([BX/EU/INT])	Reg/app No(s): [●] and [●]
	 	[trade mark(s)] ([BX/EU/INT])	Reg/app No(s): [●] and [●]

 


 


 


 


 





**
If applicable.


 


**
If applicable.




    - 30 -


     


    

SIGNATURES


 


THE PLEDGOR


 


Affimed N.V.


 


	/s/ Florian Fischer	 	/s/
Jörg Windisch	 
	By:	Dr Florian Fischer 	 	By:	Dr. Jörg Windisch	 
	Title:	 Authorised Signatory	 	Title:	Authorised signatory	 

 

THE PLEDGEE


 


Silicon Valley Bank


 


	/s/ Nooman Haque	 	_____________________	 
	By:	Nooman Haque	 	By:		 
	Title:	Director of Life Sciences	 	Title:		 



 


 

FOR NOTIFICATION AND ACKNOWLEDGEMENT
AS DEBTORS OF INTERCOMPANY RIGHTS:


 


Affimed GmbH


 


 





	/s/ Florian Fischer	 	/s/ Jörg Windisch	 
	By:	Dr Florian Fischer 	 	By:	Dr. Jörg Windisch	 
	Title:	 Authorised Signatory	 	Title:	Authorised signatory	 





 




 


 






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