EXHIBIT 10.7


 


 


 


 


 


 


 


 


 


 


 


 


Security Assignment Agreement





(Globalzession)


 




     


     


    

BETWEEN


 


Silicon Valley Bank





3003 Tasman Drive,





Santa Clara





95054, CA





USA





– hereinafter referred to as "Bank"
–





AND


 


Affimed GmbH





Im Neuenheimer Feld 582 


69120 Heidelberg





Germany


 


- registered with the Commercial Register
of the local court of Mannheim under registration number HRB 721206 -


 


– hereinafter referred to as "Affimed"
–


 


– The Bank and Affimed hereinafter
individually referred to as "Party" and collectively referred to as "Parties" -


 


Preamble


 


Reference is hereby made to a certain loan
arrangement by and among (a) the Bank and (b) Affimed GmbH, a German limited liability company, which loan arrangement is evidenced
by, among other documents, a certain Loan Agreement dated as of the date hereof between the Bank and Affimed GmbH (as may from
time to time be further amended, modified, supplemented, or restated; hereinafter referred to as the “Loan Agreement”).
Affimed is also referred to as “Borrower”.


 


In order to secure, inter alia, its
assumed obligations as a borrower under the Loan Agreement, Affimed agreed - among other securities - to provide the Bank collateral
by way of assigning its claims against third parties including but without limitation its current and future claims in relation
to trade receivables and payment claims against insurance companies to the Bank for se-


 




     


     


    

curity purposes under or pursuant to the
terms and conditions of this agreement (the "Agreement”).


 


NOW, this stated above, the Parties agree
on the following:


 


		1.	Scope of the Security Assignment



 


		1.1	Affimed hereby assigns to the Bank all of its present, future, contingent or unconditional claims,
rights, interests (Forderungen und Ansprüche) and expectant rights (Anwartschaftsrechte) (collectively the "Claims"),
in particular but without limitation Claims relating to (i) trade accounts receivable (Forderungen aus Lieferungen und Leistungen),
(ii) Claims against insurance companies and (iii) Claims payable by or existing against any and all third party debtors, however
with the exception of any claims in connection with any future equity financing of Affimed, (hereinafter also referred to as the
"Assignment"). If and to the extent that any Claims for payment against its customers have been or are to be assigned
to a supplier of Affimed as part of a customary agreement on an extended retention of title (verlängerter Eigentumsvorbehalt)
the Assignment shall become effective only after the retention of title by the respective supplier has been lifted and its payment
claims have been satisfied. The presently existing Claims shall pass over to the Bank upon execution of this Agreement and any
future Claims shall pass over to the Bank on the date such assigned Claims come into existence. The Bank accepts such Assignment.



 


		1.2	The current status of the assigned Claims as of 31 October 2016 is attached hereto as Exhibit. Affimed
shall provide to the Bank no later than ten (10) Business Days (as defined in the Loan Agreement) after the end of each calendar
quarter an updated list which shows all assigned Claims as of the end of the calendar quarter. The Parties agree that any and all
Claims shall be assigned to the Bank under or pursuant to Section 1.1 above irrespective of whether the relevant Claim is mentioned
in the list of assigned Claims or not.



 


		1.3	Any existing collateral with respect to the assigned Claims as well as all ancillary rights and
rights pertaining to any surrogates for any of the assigned Claims shall also be transferred to the Bank.



 


		1.4	Provided that the Assignment according to this Section 1 requires additional statements or actions,
the Parties agree to promptly make such statements and/or to take such actions without any reservation.



 




     


     


    

		2.	Security Purpose 



 


The Assignment and any
other collateral granted by Affimed to the Bank according to this Agreement shall secure all of the Obligations (as defined in
the Loan Agreement) (the "Secured Obligations").


 


		3.	Collection of Funds



 


		3.1	Subject to and without limiting the terms and conditions of the Loan Agreement and subject to Section
3.2 below, Affimed shall remain entitled to collect the assigned Claims in its own name and for its own account in the ordinary
course of business until such authorization is revoked by the Bank. The Bank may revoke such authorization at any time and at its
sole discretion if an Event of Default (as defined under the Loan Agreement) has occurred which is continuing and has not been
waived by Bank and may then enforce the Assignment pursuant to Section 6 below. Until such revocation the Assignment constituted
hereunder will not be disclosed to any third party debtors.



 


		3.2	Affimed shall in any event only be entitled to collect the funds that are due in relation to the
assigned Claims through a bank account in Germany that is pledged in favour of Bank pursuant to the terms and conditions of a separate
Account Pledge Agreement or such other designated account as Bank may stipulate from time to time (the “German Collections
Account”) and shall at all times during the continuance of this Agreement get in and realise and pay into the German
Collections Account all monies which Affimed may otherwise receive in respect of the Assigned Claims that are not directly paid/transferred
into the German Collections Account by the relevant account debtors.



 


		4.	Undertakings of Affimed 



 


Without limiting the provisions
of the Loan Agreement, Affimed hereby undertakes vis-à-vis the Bank:


 


		4.1	to procure that all its present and future payments in respect of all assigned Claims are duly
and promptly directly paid/transferred by the relevant debtor to the German Collections Account;



 


		4.2	without the prior written consent of the Bank (such consent not to be unreasonably withheld, conditioned
or delayed), (a) not to dispose of the assigned Claims, (b) to refrain from anything that could lead to the cessation or devaluation
of an assigned Claim, and (c) not to agree on any deferment (Stundung), change of maturity (Änderung des Fälligkeitszeitpunkts),
moratorium (Stillhalteabkommen – pactum de non petendo) or any other material amendment of the contracts underlying
the assigned Claims other than in the ordinary course of business;



 




     


     


    

		4.3	not to assign any of the assigned Claims to a third party;



 


		4.4	not to deal with the assigned Claims or other monies in respect of them without the prior written
consent of the Bank (such consent not to be unreasonably withheld, conditioned or delayed), otherwise than by getting in the same
and making payments of the same into the German Collections Account;



 


		4.5	not at any time factor or discount any of the assigned Claims or enter into any agreement for such
factoring or discounting;



 


		4.6	to highlight the Assignment in its books and accounting records upon the reasonable request of
the Bank and to refrain from anything which could prevent third parties - who may have a legitimate interest in knowing the Assignment
- from obtaining knowledge about this Assignment;



 


		4.7	to immediately notify the Bank if the Bank’s rights in relation to the assigned Claims are
or may be compromised or endangered by activity by a third party and to immediately provide the Bank with any and all information
and documentation that the Bank requires, to take legal actions or remedy against the action taken by the relevant third party,
including but without limitation any attachment orders (Pfändungsbeschluss), garnishee orders (Überweisungsbeschluss)
and all other documents necessary for a defence against the attachment. Affimed is obliged to immediately disclose to the relevant
third party the existence of security rights of the Bank under this Agreement as well as to other third parties. Affimed shall
bear all costs and expenses and hold the Bank harmless for all activities of the defense connected therewith;



 


		4.8	to grant the Bank and/or its representatives access at reasonable intervals to all records and
documents of Affimed upon reasonable notice during normal business hours and to provide them with any and all information requested
by the Bank and/or its representatives, in order for the Bank to be able to conduct checks in relation to the assigned Claims according
to this Agreement;



 


		4.9	to inform the Bank promptly in case the value of the assigned Claims substantially changes afterwards
due to complaints, reduction of prices, payment defaults or any other reason;



 


		4.10	(i) to inform the Bank promptly in case Claims governed by any US state law (hereinafter referred
to as "US Claims") should exceed the amount of USD 750,000.00 in total, and (ii) to procure that the Bank will
obtain a first ranking security interest over such US Claims according to the requirements of the applicable local laws and in
each case in form and substance reasonably acceptable to the Bank.



 




     


     


    

		4.11	to use commercially reasonable efforts in reference to contracts with third parties not to include
a regulation that would prohibit an assignment of claims under the relevant contract to the Bank according to this Agreement;



 


		4.12	to use all commercially reasonable efforts to avoid any counter-claims that could create an offset
or retention right of a third party in relation to an assigned Claim under this Agreement;



 


		4.13	to immediately provide the Bank at its reasonable request with all (additional) information and
documents which may become and/or are necessary for perfecting and/or enforcing the Assignment; and



 


		4.14	to comply with any and all other obligations stated elsewhere under this Agreement.



 


		5.	Representation and Warranties 



 


Affimed hereby represents
and guarantees to the Bank by way of an independent guarantee statement according to Section 311 German Civil Code, that


 


		5.1	- subject to the re-assignment of the assigned claims under / termination of the existing Global
Assignment Agreement dated 28 July 2014 between Affimed and PCOF 1, LLC (meanwhile being transferred from PCOF 1, LLC by Transfer
Certificates, i.e assumption of contract (Vertragsübernahme), dated 4 December 2014, 23 December 2015 and 27 June 2016
via Perceptive Credit Opportunities Fund, LP and PCOF Phoenix II Fund, LP to Perceptive Credit Holdings, LP) - (i) Affimed is the
sole owner of the assigned Claims (except for an assignment under an extended retention of title), (ii) Affimed is legally capable
to freely dispose of the assigned Claims (except for Claims that are not assignable pursuant to mandatory law), and (iii) the assigned
Claims are not encumbered with any third party rights (except for an assignment under an extended retention of title);



 


		5.2	there are currently no existing counter-claims in relation to the assigned Claims as referred to
in Section 4.11 above; and that



 


		5.3	there are currently no litigation, arbitration or administrative proceedings pending, in progress
or about to start in relation to the assigned Claims or which could threaten to restrain Affimed in respect of the entry into,
performance or compliance with any of its obligations under this Agreement.



 


		6.	Realization ("Verwertung")



 


		6.1	The Bank is entitled to collect (einziehen) the funds itself and to make use of any other
collateral granted to Bank and to realize/enforce the Assignment according to the following sub-sections:



 




     


     


    

		6.2	Upon the earlier of (i) the occurrence of an Event of Default (as defined in the Loan Agreement)
which is continuing and has not been waived by Bank or (ii) the Bank making a demand for the due payment or discharge of the Secured
Obligations (or any part of them) and such demand remains unpaid (hereinafter referred to as "Enforcement Event")
and after the Bank has given Affimed reasonable notice of at least ten (10) Business Days (as defined in the Loan Agreement) that
the realization / enforcement of the Assignment is imminent (the "Enforcement Notice"), the Bank shall be entitled
to



 


		a.	take any and all steps necessary or which the Bank deems appropriate in order to make the assigned
Claims due for payment, in particular by terminating contracts between Affimed and the relevant debtor of the assigned Claim on
behalf of Affimed which hereby grants an irrevocable power of attorney to the Bank to do so;



 


		b.	collect all of the assigned Claims in total or in part in its (the Bank’s) own name or have
them collected by Affimed on behalf of the Bank, including by bringing a suit before a court or an arbitrational tribune, initiating
compulsory execution of any judgments or arbitrational awards and take all other enforcement measures the Bank considers to be
expedient for the collection of the assigned Claims. Affimed shall bear all reasonable costs incurred in connection with such enforcement
measures; and



 


		c.	make - in the Bank’s reasonable discretion - arrangements with garnishees in relation to
the assigned Claims, in particular to grant deferred payments, discounts or reductions or to conclude settlements; and



 


		d.	collect from and make use of any monies held with the German Collections Account but only to the
extent necessary to fully satisfy all outstanding amounts under the Secured Obligations. After all Secured Obligations have been
completely, unconditionally and irrevocably discharged in full and subject to any provisions contained in the Loan Agreement, any
remaining funds standing to the credit of the German Collections Account shall be remitted by the Bank to Affimed (or as Affimed
shall direct) unless otherwise provided for in the Loan Agreement.



 


The Enforcement
Notice is not necessary if Affimed has generally ceased to make payments or if an application for the institution of insolvency
proceedings or similar proceedings is filed by it.


 


		6.3	In case of an Enforcement Event the Bank is entitled to reclaim a copy of the contractual documentation
in relation to the assigned Claims from Affimed.



 




     


     


    

		6.4	The Bank is entitled to freely choose between several assigned Claims which one to realize/utilize,
however taking into account the legitimate interests of Affimed. The Bank does not assume any obligation as regards the collection
of the assigned Claims.



 


		6.5	The Bank may determine which of several security interests, if applicable, shall be used to satisfy
the Secured Obligations, however taking into account the legitimate interests of Affimed.



 


		7.	Security Release



 


		7.1	After the occurrence of all of: (a) the Secured Obligations have been unconditionally and irrevocably
repaid and discharged in full, and (b) the Bank having no commitment or obligation to lend any further funds to the Borrower, the
Bank shall immediately re-transfer all assigned Claims to Affimed and surrender all other financial collateral granted under this
Agreement. The Bank shall, however, remain entitled to transfer any security to a third party, as long as it is legally obliged
to do so, for example, if a guarantor has made payments to the Bank on behalf of Affimed.



 


		7.2	The Bank shall be obliged – even prior to the unconditional and irrevocable repayment and
discharge of all the Secured Obligations – to re-transfer the assigned Claims and/or, at the Bank's discretion, to release
any other collateral granted to the Bank by Affimed in whole or in part if and to the extent that the realizable value of all collateral
granted under this Agreement permanently exceeds 110% of the value of the Secured Obligations (plus any VAT). In case the total
value of the collateral should permanently fall below the afore-mentioned threshold of 110%, Affimed shall be obliged to re-transfer
such assigned Claims to the Bank or, at the Bank’s discretion, provide other collateral to the Bank which had been previously
released pursuant to the provisions in this paragraph to the extent necessary to cover the deficit. Affimed shall bear any and
all reasonable and proven costs incurred in connection with the re-transfer of the assigned Claims or the release of any other
collateral in accordance with this Section 7.



 


		7.3	The realizable value of the assigned Claims corresponds to the nominal value of the assigned Claims
minus a lump-sum deduction of 30% to cover a potential payment default. In case the Parties have different views of the valuation
of the assigned Claims, the decision shall be made by a chartered accountant to be mutually appointed by the Parties or –
if the Parties cannot agree on a person or an accounting firm – by an expert to be appointed by the Institute of Chartered
Accountants in Germany (IDW), Dusseldorf. The costs of such dispute resolution shall be borne by the respective parties in accordance
with section 91 et seq. of the German Code of Civil Procedure (ZPO).



 


		7.4	The nominal value of the assigned Claims under the Assignment shall be the net nominal value of
the assigned Claims but without taking into consideration (i) claims not assigned to the Bank because of non-assignability or consent-requirements,
(ii) claims for which



 




     


     


    

there
are off-settable counter-claims, (iii) claims which are subject to a defence, and (iv) claims which are not valid or enforceable
due to any other reason.


 


		8.	Indemnity 



 


		8.1	The Bank shall not be liable for any loss or damage suffered by Affimed save in respect of such
loss or damage which is suffered as a result of gross negligence or willful misconduct of the Bank or any of its directors, officers,
employees, agents, attorneys or the persons representing the Bank.



 


		8.2	Affimed shall indemnify the Bank and keep the Bank indemnified against any losses, actions, claims,
expenses, demands and liabilities which is suffered or incurred by the Bank as a result of, following from, consequential to, or
arising from a breach of Affimed's obligations or undertakings pursuant to this Agreement except for any losses, actions, claims,
expenses, demands and liabilities which is suffered or incurred by the Bank as a result of, following from, consequential to, or
arising from gross negligence or wilful misconduct of the Bank or any of its directors, officers, employees, agents, attorneys
or the persons representing the Bank.



 


		9.	Assignment 



 


The Bank shall be entitled, at its own expenses
and costs, to assign or otherwise transfer any and all of its rights and duties under this Agreement as well as the entire Agreement
to a third party only if the Bank transfers all of its rights and obligations under the Secured Obligations to such third party.
Affimed shall not be entitled to assign or transfer its rights under this Agreement to any third party.


 


		10.	Continuing Security 



 


This Agreement shall create a continuing
security and no change or amendment whatsoever in any document or agreement related to it, nor (in deviation of Section 418 German
Civil Code (BGB)) any assumption of debt (Schuldübernahme) in relation to the Secured Obligations, shall affect
the validity or scope of this Agreement or the obligations which are imposed on Affimed pursuant to it.


 


		11.	Independence 



 


This Agreement is independent from any other
security or guarantee which may have been or will be given to the Bank with respect to any obligation of the Borrower. None of
such other security shall prejudice, or shall be prejudiced by this Agreement.


 




     


     


    

		12.	Condition Precedent



 


This Agreement is entered into under the
condition precedent (aufschiebende Bedingung) of the valid re-assignment of the assigned claims under / termination of the
existing Global Assignment Agreement dated 28 July 2014 between Affimed and PCOF 1, LLC (meanwhile being transferred from PCOF
1, LLC by Transfer Certificates, i.e assumption of contract (Vertragsübernahme), dated 4 December 2014, 23 December
2015 and 27 June 2016 via Perceptive Credit Opportunities Fund, LP and PCOF Phoenix II Fund, LP to Perceptive Credit Holdings,
LP).


 


		13.	Final Provisions 



 


		13.1	This Agreement (together with the Exhibit hereto) contains the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto. In case
of any discrepancies between this Agreement and the provisions of the Loan Agreement the provisions of the Loan Agreement shall
– to the extent legally permissible – prevail.



 


		13.2	Any amendment or supplement to or modification of this Agreement (including the Exhibit hereto),
including this provision, shall be valid only if made in writing, except where a stricter form (e.g. notarization) is required
under applicable law. For the avoidance of doubt, this provision also applies to a waiver of any right or claim any Party may have
under this Agreement.



 


		13.3	This Agreement is written in the English language (except that the Exhibits may be in the German
language in whole or in part). Terms to which a German translation has been added in parentheses shall be interpreted pursuant
to the meaning assigned to them in German.



 


		13.4	This Agreement shall be governed by and construed in accordance with the substantive laws of the
Federal Republic of Germany, even if the German conflict of laws provisions should refer to another legal system. The courts of
Frankfurt/Main, Germany shall have exclusive jurisdiction.



 


		13.5	Should any provision of this Agreement be or become invalid, ineffective or unenforceable in whole
or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such
invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective
and enforceable provision as comes closest to the economic intent and purpose of such invalid, ineffective or unenforceable provision.
The aforesaid shall apply mutatis mutandis to any gap in this Agreement.



 




     


     


    

	SILICON VALLEY BANK 	Affimed GmbH
	 	 
	 	 
	 	 
	 	 
	30 November 2016	30 November 2016
	Place, Date	Place, Date
	 	 
	 	 
	 	 
	 	 
	By: /s/ Nooman
    Haque	By: /s/ Florian Fischer
	Name: Nooman
    Haque	Name: Dr. Florian Fischer
	Title: Director of
    Life Sciences 	Title: Managing Director (Geschäftsführer)
	 	 
	 	 
	 	 
	 	 
	 	By: /s/ Jörg Windisch
	 	Name: Dr. Jörg Windisch
	 	Title: Managing Director (Geschäftsführer)