EXHIBIT 10.4


 


NOTARIAL DEED


 





Roll of Deeds No. W 2612/2016 







 





Share pledge agreement


 


- Relating to shares in Affimed GmbH -


 







 


Recorded


 





at Munich, this thirtieth day of November two
thousand and sixteen


 


– 30 November 2016 –


 


Before me, the undersigned


 


Dr. Simon Weiler


 


notary public


 










with official office in Munich (the "Notary")
appeared today in my offices located at Pacellistraße 14, 80333 Munich, Germany, the following persons:


 


		1.	Dr Tobias Kallmaier, born 1 March 1986, attorney at law, having his business address at CMS Hasche
Sigle, Partnerschaft von Rechtsanwälten und Steuerberatern mbB, Nymphenburger Straße 12, 80335 Munich, Germany, personally
known to the Notary,



 


declaring
to make the following declarations not in his own name but, excluding any personal liability, for and on behalf of


 


Affimed
N.V., a stock corporation formed and organized under the laws of the Netherlands, with registered seat in Amsterdam, having
its business address at Im Neuenheimer Feld 582, 69120 Heidelberg and registered with the Dutch Trade Register under registration
number 60673389,


 


presenting
a power of attorney in text form dated 28 November 2016;


 


		2.	JUDr Zuzana Meinecke Fábry, born 6 December 1977, attorney at law, having her business address
at Fieldfisher (Germany) LLP, Landsberger Straße 110, 80339 Munich, Central Tower, personally known to the Notary,



 


declaring
to make the following declarations not in her own name but, excluding any personal liability, for and on behalf of


 




     


     


    

Silicon
Valley Bank, a company organized under the laws of California, having its business address at 3003 Tasman Drive, Santa Clara,
95054, CA, USA,


 


presenting
an original power of attorney in text from dated 29 November 2016.


 


Neither the Notary nor the persons appearing
assume any liability as to the validity and/or the scope of the powers of attorney presented. The aforementioned original powers
of attorney were presented today as pdf copies, with the promise to deliver the original of the power of attorney in due course
for inclusion to his deed as certified copies.


 


The persons appearing stated that the parties
represented by them requested that this instrument be recorded in the English language. The Notary convinced himself that the persons
appearing are in adequate command of the English language and declared that he is in command of the English language as well. After
having been instructed by the officiating notary, the persons appearing waived their right to obtain the assistance of a sworn
interpreter.


 


Requesting its notarization, the persons appearing
then declared the following:


 




     


     


    

PART I


 


SHARE PLEDGE AGREEMENT


 


by and between


 


Affimed N.V.,


 


a stock corporation formed and organized
under the laws of the Netherlands, with registered seat in Amsterdam, having its business address at Im Neuenheimer Feld 582, 69120
Heidelberg and registered with the Dutch Trade Register under registration number 60673389,


 


– hereinafter referred to as "Pledgor"–


 


AND


 


Silicon Valley Bank


 


a company organized under the laws of California,
having its business address at 3003 Tasman Drive, Santa Clara, 95054, CA, USA,


 


– hereinafter referred to as "Pledgee"
–


 


– Pledgor and Pledgee 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 Pledgee and (b) Affimed GmbH, a German limited liability company, which loan arrangement is evidenced
by, among other documents, a certain Loan Agreement dated 30 November 2016 between the Pledgee and Affimed GmbH (as may from time
to time be further amended, modified, supplemented, or restated; hereinafter referred to as the “Loan Agreement”).
Affimed GmbH is hereinafter also referred to as “Borrower”.


 


According to the Loan Agreement, Pledgor
agreed to pledge to the Pledgee as an additional security interest 100% of its shares in Affimed GmbH, a limited liability company
(Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, having its


 




     


     


    

registered business address at Im Neuenheimer
Feld 582, 69120 Heidelberg, Germany and registered with the Commercial Register (Handelsregister) of the local court (Amtsgericht)
of Mannheim under registration number HRB 721206 (hereinafter referred to as the "Company"). The Pledgor is the
sole shareholder of the Company.


 


In order to secure the present and future
obligations and liabilities of the Borrower under the Loan Agreement vis-à-vis the Pledgee, the Pledgor agreed to provide
to the Pledgee collateral by way of pledging 100% of the entire issued share capital of the Company to the Pledgee pursuant to
the terms and provisions of this agreement (the "Agreement”).


 


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


 


1.        
Pledged Shares, Shareholder Structure


 


		1.1	The Company has a nominal share capital (Stammkapital) of EUR 2,079,068.-- (in words: Euros
two million seventy nine thousand sixty eight) consisting of 2,079,068 shares in the nominal value of EUR 1,-- each and the serial
numbers 1 to 2,079,068 (hereinafter collectively referred to as the “Existing Shares”).



 


		1.2	The Pledgor is the sole owner of the Existing Shares.



 


		2.	Pledge



 


		2.1	The Pledgor hereby grants a first ranking pledge (erstrangiges Pfandrecht) to Pledgee in
relation to (i) the shares in the Company with the serial numbers 1 to 2,079,068 in the nominal value of EUR 1,-- each (the
“Existing Pledged Share”) and in relation to (ii) all additional shares in the capital of the Company (irrespective
of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, an increase of the share
capital of the Company or otherwise (the “Future Pledged Shares” and, together with the Existing Pledged Share
the “Pledged Shares”) together with the ancillary rights, claims associated with the Pledged Shares and proceeds
of the Pledged Shares as more particularly specified in Section 3 below (hereinafter collectively referred to as the “Pledge”).



 


The Notary
advised the Parties that according to the German law principle of certainty (Be-stimmtheitsgrundsatz) only specific shares
and not a portion of shares can be pledged. With respect to the Future Pledged Shares the Parties undertake to re-execute in notarial
form the Pledge once specific Future Pledged Shares have been acquired by the Pledgor (see also Section 7.10).


 


		2.2	The Pledgee accepts this Pledge.



 


		2.3	The Parties agree that the Pledge shall not be affected and shall in any event encompass any and
all shares of the Company's entire issued share capital even if the serial numbers or nominal values of the Existing Shares or
the aggregate share capital of the Company as stated in Section 1.1 are inaccurate or deviate from the actual facts.



 




     


     


    

		3.	Scope of the Pledge



 


		3.1	The Pledge constituted by this Agreement includes:



 


		a.	The present and future rights in relation to the Pledged Shares to receive (i) dividends payable,
if any, for the relevant financial year or for previous years which have not been distributed and (ii) liquidation proceeds, (iii)
redemption proceeds (Einziehungsentgelt), (iv) repaid capital in case of a capital decrease, (v) any compensation in case
of termination (Kündigung) and/or withdrawal (Austritt) of a shareholder of the Company, (vi) the surplus in
case of surrender (Preisgabe) and (vii) all other pecuniary claims associated with the Pledged Shares;



 


		b.	the right to subscribe for newly issued shares; and



 


		c.	all other rights and benefits attributable to the Pledged Shares.



 


		3.2	Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive
and retain all dividend payments in cash in respect of the Pledged Shares until such time as the Pledgee is entitled to enforce
the Pledge.



 


		3.3	However, the Pledgor shall in no event be entitled to dispose of termination/withdrawal, liquidation
or redemption proceeds as referred to in Section 3.1. Such payments must be remitted to the Pledgee and paid into a special account
which shall be frozen or held by a trustee in favour of the Pledgee during the term of this Pledge.



 


		4.	Security Purpose 



 


The Pledge according to
this Agreement and any other collateral granted by the Pledgor to the Pledgee according to this Agreement shall secure all of the
Borrower's present and future obligations and liabilities to the Pledgee whether actual or contingent and whether incurred jointly
and/or severally and on principal or surety from time to time, including, without limitation, the obligations owed under the Loan
Agreement (the "Secured Obligations"). The collateral granted under this Agreement shall also cover any future
extension of the Secured Obligations and the Pledgor herewith agrees to such extension.


 


		5.	Exercise of Membership Rights



 


The membership rights,
including the voting rights, attached to the Pledged Shares remain with the Pledgor. The Pledgor, however, shall at all times until
full discharge of all Secured Obligations or the release of the Pledge exercise its membership rights, including its voting rights,
in good faith to ensure that the validity and enforceability of the Pledge and the existence or value of all or part of the Pledged
Shares are not in any way adversely affected, other than through dividend payments pursuant to Section 3.2 above. The Pledgor undertakes
that no shareholder's resolutions are passed which constitute a breach of its obligations under Section 7 hereof.


 




     


     


    

		6.	Enforcement of the Pledge



 


		6.1	If the Borrower is in default in respect of the Secured Obligations and if the requirements set
forth in Sec. 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) and Section 368 of the German
Commercial Code (Handelsgesetzbuch) with regard to the enforcement of the Pledge are met (Pfandreife), in particular,
if any of the Secured Obligations have become due and payable, then in order to enforce the Pledge, the Pledgee may at any time
thereafter avail itself of all rights and remedies that a pledgee has upon default of a pledgor under the laws of the Federal Republic
of Germany.



 


		6.2	The applicability of Section 1277 of the German Civil Code is expressly excluded and the Pledgee
is entitled to exercise its rights without obtaining enforceable judgment or other instrument (vollstreckbarer Titel) by
way of public auction.



 


		6.3	In the event of an enforcement by way of a public auction, the Pledgor hereby expressly agrees
that five (5) business days’ prior written notice to the Pledgor of the place and time of any such public auction shall be
sufficient.



 


		6.4	If the Pledgee should seek to enforce the Pledge under Section 6.1 hereof, the Pledgor shall, at
its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Pledged Shares or any
part thereof and/or the exercise by the Pledgee of any other right it may have as Pledgee, in particular pass any shareholders'
resolutions which become necessary or advisable in order to execute the sale of the Pledged Shares.



 


		6.5	If the Pledge is enforced, no rights of the Pledgee shall pass to the Pledgor by subrogation or
otherwise unless and until all of the Secured Obligations have been satisfied and discharged in full. Until then, the Pledgee shall
be entitled to treat all enforcement proceeds as additional collateral for the Secured Obligations, or to seek satisfaction from
such proceeds at any time.



 


		6.6	Following satisfaction of the requirements for enforcement under Section 6.1 hereof, all subsequent
dividend payments and all payments based on similar ancillary rights attributed to the Pledged Shares may be applied by the Pledgee
in satisfaction in whole or in part of the Secured Obligations or treated as additional collateral.



 


		6.7	Even if the requirements for enforcement referred to under Section 6.1 above are met, the Pledgee
shall not, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Pledged Shares. However, the
Pledgor shall, upon occurrence of an event which allows the Pledgee to enforce the Pledge, have the obligations and the Pledgee
shall have the rights set forth in Section 7.5 below regardless of which resolutions are intended to be adopted.



 


		6.8	The Pledgee may, in its sole discretion, determine which of several security interests, if applicable,
shall be used to satisfy the Secured Obligations.



 


		6.9	The Pledgor hereby expressly waives all defenses of revocation (Einrede der Anfechtbarkeit)
and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code. In the case of enforcement,
Section 1225 of the German Civil Code (legal assignment of claims to a pledgor - Forderungsübergang auf den Verpfänder)
shall not apply.



 




     


     


    

		7.	Undertakings of the Pledgor



 


During the term of this Agreement, the Pledgor
undertakes to the Pledgee.


 


		7.1	not to take, or participate in, any action which results or might result in the Pledgor's loss
of ownership of all or part of the Pledged Shares, and any other transaction which would have the same result as a sale, transfer,
encumbrance or other disposal of the Pledged Shares or which would for any other reason be inconsistent with the security interest
of the Pledgee or the security purpose (as described in Section 4 hereof) or defeat, impair or circumvent the rights of the Pledgee
except as permitted by the Pledgee;



 


		7.2	not to encumber, permit to subsist, create or agree to create any other security interest or third
party right in or over the Pledged Shares except as set out in this Agreement;



 


		7.3	to promptly effect any payments to be made in respect of the Pledged Shares;



 


		7.4	to promptly notify the Pledgee, by notification in writing, of any change in the shareholding in
or capital of the Company or any encumbrance over the Pledged Shares (or parts of them) and to agree upon any amendments of this
Agreement and pass any shareholders' resolutions which become necessary or advisable as a result thereof in order to ensure the
security interest of the Pledgee;



 


		7.5	to promptly inform the Pledgee, by notification in writing, of all matters concerning the Company
of which the Pledgor is aware which might adversely affect the security interest of the Pledgee. In particular, the Pledgor shall
notify the Pledgee, by notification in writing, forthwith of any shareholders’ meeting at which a shareholders’ resolution
is intended to be adopted which could have an adverse effect upon the Pledge. The Pledgor shall allow, following the occurrence
of any of the circumstances which permit the Pledgee to enforce the Pledge constituted hereunder in accordance with Section 6 hereof,
the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in all such shareholders’
meetings of the Company as attendants without power to vote. As long as the Pledge remains in effect, the Pledgor shall provide
the Pledgee with a protocol of any ordinary or extraordinary shareholders' meeting;



 


		7.6	in the event of any increase in the share capital of the Company, not to allow, without the prior
written consent of the Pledgee and only upon fulfilment of the reasonable conditions prescribed by the Pledgee necessary to retain
adequate collateral and ensure the security interest of the Pledgee, any other party to subscribe for any future shares if such
subscription were to result in a decrease of the Pledgor’s shareholding below the proportion currently held by the Pledgor,
and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;



 


		7.7	to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution
of the value of the Pledged Shares, the Pledged Shares ceasing to exist or being encumbered;



 


		7.8	not to amend the articles of association of the Company to the extent that such amendment would
or would be likely to adversely affect the security interest of the Pledgee created hereunder without the prior written consent
of the Pledgee;



 




     


     


    

		7.9	insofar as additional declarations or actions are necessary for the creation of the Pledge (or
any of them) in favour of the Pledgee or for the enforcement of the Pledge, the Pledgor shall make such declarations and undertake
such actions at the Pledgor's costs and expenses, this also including necessary amendments of the articles of association or the
passing of shareholders' resolutions; and



 


		7.10	to confirm or re-execute in notarial form on the same terms contained herein and at its costs and
expenses the Pledge created hereunder in order to ensure that (i) any Future Pledged Shares are sufficiently covered by the Pledge
and (ii) any future pledgee shall receive the benefit of this Pledge.



 


		8.	Representations and Warranties



 


The Pledgor represents and warrants to the
Pledgee by way of an independent guarantee (selbständiges Garantieversprechen) that:


 


		8.1	at the date hereof the Company is validly existing and neither insolvent nor subject to any composition
or insolvency proceeding;



 


		8.2	the statements made in the Preamble and in Section 1.1 above are true and correct;



 


		8.3	it is and will be the sole legal and beneficial owner, free from encumbrances (other than the Pledge
created hereunder), of the Pledged Shares and has the corporate power and authority to enter into this Agreement;



 


		8.4	this Agreement constitutes its legally valid and binding obligations and the Pledge over the Existing
Pledged Share and the Future Pledged Shares constituted hereunder create valid pledges which are enforceable without enforceable
judgment or other instrument (vollstreckbarer Titel);



 


		8.5	all necessary authorizations to enable or entitle the Pledgor to enter into this Agreement have
been obtained and are in full force and effect and will remain in full force and effect at all times during the subsistence of
the security hereby construed;



 


		8.6	the Existing Pledged Share is and any Future Pledged Shares will be fully paid in and there is
no nor will there be any obligation for a shareholder to make additional contributions;



 


		8.7	the share capital of the Company has not been repaid in any way; all facts capable of being entered
into the commercial register of the Company have been entered into the commercial register, and, in particular, no shareholders’
resolutions regarding changes in the articles of association of the Company have been passed which are not yet entered into the
commercial register of the Company; and



 


		8.8	there are no silent partnership agreements, profit sharing or pooling agreements or similar arrangements
by which a third party is entitled to a participation in the profits or revenue of the Company.



 




     


     


    

		9.	Release (Pfandfreigabe)



 


After the occurrence of the Pledgee being
satisfied that all the Secured Obligations have been unconditionally and irrevocably repaid and discharged in full, the Pledgee
will as soon as reasonably practical declare the release of the Pledge (Pfandfreigabe) to the Pledgor as a matter of record.
For the avoidance of doubt, the Parties are aware that upon the Pledgee being satisfied that all of the Secured Obligations have
been unconditionally and irrevocably repaid and discharged in full and in all other cases where those obligations cease to exist,
as, for example, without limitation, in a case of a novation, due to the accessory nature of the pledge as a security (Pfandrechtsakzessorietät)
the Pledge automatically ceases to exist by operation of German mandatory law.


 


		10.	Indemnity



 


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


 


		11.	Assignment



 


The Pledgee shall be entitled to assign
or otherwise transfer any and all of its rights and duties under this Agreement in whole or in part (if and to the extent legally
permissible under German law) to third parties. The Pledgor shall not be entitled to assign or transfer its rights under this Agreement
to any third party.


 


		12.	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 the Pledgor pursuant to it.


 


		13.	Independence



 


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


 


		14.	Costs



 


All reasonable out of pocket costs, charges,
fees and expenses incurred by this Agreement, including but without limitation the fees for the notarization of this Agreement,
shall be borne by the Pledgor.


 


		15.	Final Provisions



 


		15.1	This Agreement contains the entire agreement between the Parties with respect to the subject matter.
Any amendment or supplement to or modification of this Agreement, 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.


 


		15.2	This Agreement is written in the English language. Terms to which a German translation has been
added in parentheses shall be interpreted pursuant to the meaning assigned to them in German.



 


		15.3	The parties assume that this Agreement is 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.



 


		15.4	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.



 


PART II


 


NOTARIAL INSTRUCTIONS


 


The Notary advised the persons appearing


 


		1.	that a pledge is a security instrument of strictly accessory nature (which means that it comes
into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that the
owners of the secured claims and the pledgees must be identical);



 


		2.	that there is no bona fide creation, acquisition nor ranking of a pledge of shares (which means
that the pledgee is not protected if the shares purported to be pledged do not exist, have been previously transferred to a third
party, or have been previously encumbered for the benefit of a third party); and



 


		3.	that the English original version of this Agreement will not be acceptable for enforcement but
will have to be translated, by a certified translator, into German for such purposes.



 




     


     


    

PART III


 


ISSUES, COPIES


 


The Pledgee receives one certified copy
(beglaubigte Abschrift) and the Pledgor receives one certified copy (beglaubigte Abschrift) of this Agreement.


 


The Company shall receive a certified copy
of this agreement. CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB, att. to Dr Tobias Kallmaier,
80335 Munich, Nymphenburger Straße 12 and Fieldfisher (Germany) LLP, Am Sandtorkai 68, 20457 Hamburg, att. to Claudia Schnurbusch,
shall receive a certified copy of this Agreement.


 


The Agreement was read aloud by the Notary
to the persons appearing, approved by them and signed in their own hand as follows:


 


/s/ Tobias Kallmaier /s/ Zuzana Meinecke
Fábry


 


/s/ Simon Weiler