exv4w1



 





Exhibit 4.1




Second Amended and Restated




Note

(Geänderte und neu gefasste Schuldverschreibung)




of




Micromet AG, Munich




in the amount of




EUR 1,529,678




The original convertible note was issued in the principal amount of EUR 10,000,000 against payment
of its nominal value on 6 June 2003 (the “Original Note”). On the basis of the shareholders’
resolution passed at the shareholders’ meeting of Micromet AG on 11 October 2005 and the amendment
agreement among Micromet AG and the holder of 11 October 2005, the terms and conditions of such
convertible note were amended and restated (the “First Amended and Restated Note”). The terms and
conditions of the amended and restated convertible note are further amended and restated as
follows:



We herewith undertake, in accordance with the conditions applying to the issue of the note as set
forth below, to pay the holder pursuant to § 4 hereinafter interest of 4.5 % p.a. accruing daily on
the note, at the end of each calendar quarter and repay the said note to the holder in accordance
with § 3 or § 8 hereinafter.



Munich, 27 December 2006




	 	 	 	 	 
	 

	 	/s/ G. K. Mirow
 

Managing Board of Micromet AG
	 	 












 



2


§ 1

Form and Nominal Value




The note issued by Micromet AG with its registered seat in Munich (the “Company”) in accordance
with the terms and conditions hereinafter has a total nominal value of EUR 1,529,678 (in words:
Euro one million five hundred twenty-nine thousand six hundred seventy-eight) (the “Note”). This
Note amends and restates in its entirety the First Amended and Restated Note which amended and
restated the Original Note. This Note shall be considered for all purposes, including without
limitation §5 below, to have been outstanding since the original date of issuance of the Original
Note.



§ 2

Holder




The Note is issued to MedImmune Ventures, Inc. (MedImmune Ventures, Inc. and any assignees
hereinafter referred to as the “Holder”), a corporation incorporated under the laws of the State of
Delaware in the United States of America, with a principal place of business of One MedImmune Way,
Gaithersburg, Maryland 20878, United States of America.



§ 3

Due Date




The Note is due for repayment by the Company to the Holder on 6 June 2010 (the “Due Date”). The
Company and the Holder can elect in writing to extend the Due Date. The Company may prepay
the Note without penalty at any time before the Due Date on not less than 10 days prior
written notice to Holder.









 



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§ 4



Interest




The Note shall bear interest at a rate of 4.5% p.a. accruing daily. Interest shall be due and
payable at the end of each calendar quarter. In the event that the Note is not repaid when due
under § 5 or § 8 below, the outstanding principal balance of the Note shall bear interest at a rate
of 10% p.a. accruing daily from the date of such default.



§ 5



Repayment of Note / Priority





	(1)	 	The Company shall repay the Note on the Due Date at nominal value and as set forth in § 8
below.






	(2)	 	In the event that the Due Date is a day on which banks are not open for general business at
the Company’s seat (a “Business Day”) the Holder may claim repayment of the Note no earlier
than on the immediate next Business Day following the Due Date.





(3) Notwithstanding § 8 hereinafter the Holder is not entitled to ordinarily terminate the Note.




	(4)	 	Subject to mandatory law the Note shall rank equal or prior to all other existing debt
instruments of the Company.





§ 6



Payments




All payments due to satisfy the Holder’s claims resulting from the Note are payable by the Company
to the Holder, net of withholding tax on capital (Kapitalertragsteuer) and net of any bank charges,
to the extent due, in Euro to such account as designated by the Holder.









 



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§ 7



Transfer / Transferability





	(1)	 	The Note is registered in the Holder’s name and may only be transferred by way of assignment,
or in the event that certificates are issued, by way of endorsement.






	(2)	 	The Note as well as the rights attached thereto may be transferred to any affiliate of
MedImmune, Inc. within the meaning of § 15 AktG (German Stock Corporation Act) without the
consent of the Company and otherwise may only be transferred with the Company’s consent, to be
granted by the supervisory board, such consent not to be unreasonably withheld.





§ 8



Termination / Redemption





	(1)	 	The Holder is entitled to demand, by way of termination, the immediate repayment of the Note,
at nominal value, including any accrued interest, in the following events:






	 	a)	 	the Company has not paid the principal amount owed under the Note when due;
	 
	 	b)	 	the Company or Micromet, Inc. (“MITI”) has generally suspended its interest
or other payments (Zahlungseinstellung);
	 
	 	c)	 	the consummation of a Change of Control Transaction (as defined below);
	 
	 	d)	 	a court has instituted insolvency, bankruptcy or similar type of
proceedings with respect to the assets of the Company or MITI or the Company or MITI
has applied for the institution of said proceedings to be commenced or offers any
settlement of its debt out of court to avoid or prevent the institution of said
proceedings;
	 
	 	e)	 	the Company or MITI shall default in the payment of principal, interest










 



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	 	 	 	and/or fees on any other indebtedness (and such default continues after the
expiration of any cure period relating to such default) or any event or condition
shall occur that results in the acceleration of the maturity of any indebtedness of
the Company or MITI;
	 
	 	f)	 	the Company or MITI is in liquidation (other than a liquidation to MITI or
a direct or indirect wholly-owned subsidiary of MITI).






	(2)	 	The Holder is entitled to demand, by way of termination, the immediate repayment of the Note,
at nominal value, including any accrued interest, upon the closing of a sale by the Company or
MITI of equity securities in a financing transaction (or series of related financing
transactions) that generates net proceeds of $50,000,000 or more payable to the Company or
MITI upon such closing.






	(3)	 	Any termination of this Note pursuant to the terms set forth above will require at least 10
days prior written notice from the Holder to the Company.






	(4)	 	“Change of Control Transaction” shall mean a transaction in which shares making up in the
aggregate for more than 50 % of the Company’s or MITI’s outstanding voting stock or more than
75 % of the Company’s and MITI’s assets (on the basis of their book value) have been sold to,
exclusively licensed to, or acquired by a third party or a swap, contribution or merger
including, without being limited to, within the meaning of the German Law on the
Transformation of Companies (UmwG) in respect of which more than 50 % of the Company’s or
MITI’s voting stock has been effected, provided that a transfer of the stock or assets of the
Company to MITI or a direct or indirect wholly-owned subsidiary of MITI shall not be deemed a
Change of Control Transaction.





§ 9



Jurisdiction and Place of Performance / Miscellaneous





	(1)	 	This Note and all rights and duties resulting therefrom are in all respects subject to
the laws of the Federal Republic of Germany only.











 



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	(2)	 	Place of performance shall be at the Company’s seat.






	(3)	 	All interpretations of this Note will be based on the original version drafted in the English
language.





§ 10



Severability




In the event that individual or a number of provisions set forth herein are or prove to be invalid
or unenforceable, the validity of the remaining provisions shall not be affected thereby. Moreover,
the invalid or unenforceable provision shall be deemed replaced by a provision which reaches the
original content and purpose of the invalid provision to the closest possible and legally
permissible extent. The aforesaid shall also apply with regard to provisions that prove to be
missing.



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	Munich, 27 December 2006	 	Micromet AG	 	 
	 
	 	 	 	 	 	 
	 

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	Gaithersburg, 27 December 2006	 	MedImmune Ventures, Inc.	 	 
	 
	 	 	 	 	 	 
	 

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