Amendment to Executive Employment Agreement



 Exhibit 10.2 
 January 24, 2012 
 Prof. Dr. Patrick A. Baeuerle 

Re: Amendment to Executive Employment Agreement 
 Dear Dr. Baeuerle: 
 Reference is made to the agreement and plan of merger
(the “Merger Agreement”) made and entered into as of January 25, 2012, by and among Amgen Inc. (“Parent”), Armstrong Acquisition Corp., a wholly owned subsidiary of Parent (“Purchaser”), and
Micromet, Inc. (the “Company”), pursuant to which Purchaser will be merged with and into the Company, with the Company as the surviving corporation and a subsidiary of Parent (the “Merger”). This letter
agreement (this “Letter Agreement”) amends your employment agreement between you and the Company, dated as of May 6, 2011 (your “Employment Agreement”) to effect certain changes to the terms of your employment
after the consummation of the Merger (the “Effective Time”). This Letter Agreement and the terms herein will become effective on the date on which the Effective Time occurs (the “Amendment Effective Date”) as
set forth in paragraph 9 below. Any capitalized terms not defined herein will have the meanings set forth in your Employment Agreement. 
 1. Position. As of the Amendment Effective Date, your position and title will be Vice President, Research. Accordingly, the first sentence of Section 1.1 of your Employment Agreement is hereby
amended to read in its entirety as follows: “Subject to the terms set forth herein, the Company agrees to employ the Executive in the position of Vice President, Research, and the Executive hereby accepts such employment.” 

2. Duties. You will have the authority, and be responsible for performing such duties, as are normally associated with your
position set forth in paragraph 1 above and you will report to Joe Miletich, Senior Vice President in Parent’s Research and Development organization or his successor or designee (which successor or designee would in any event have a title of
Senior Vice President or above). Accordingly, Section 1.2 of your Employment Agreement is hereby amended to read in its entirety as follows: “The Executive will serve as an executive officer of the Company performing such duties as are
normally associated with his then current position and such duties as are assigned to him from time to time, under the oversight and direction of a Senior Vice President in Parent’s Research and Development organization. At the discretion of
Purchaser, on or after the Amendment Effective Date, the Executive may cease to serve in any positions he may hold on the Company’s Board of Directors (the “Board”) or a committee of the Board, or as a director of the
Company’s wholly-owned subsidiary Micromet GmbH (the “Subsidiary”, and together with the Company collectively referred to as “Micromet”). In addition, upon termination of this Agreement pursuant to
Section 6, the Executive agrees to resign from all functions which he exercised or assumed on the basis of or in connection with the Executive’s employment by the Company, including as a director or officer of the Company or its
subsidiaries or affiliates.” 
 3. Base Salary. As of the Amendment Effective Date, your annualized Base Salary as
defined in your Employment Agreement will be €302,356. 
 4. Bonus. On and after the Amendment Effective Date, your
annual target bonus will be equal to 40% of your Base Salary. 







 5. Equity Grant. Subject to the approval of the Compensation and Management
Development Committee of Parent’s Board of Directors, you will be granted 10,000 restricted stock units under Parent’s 2009 Equity Incentive Plan. Upon the applicable vesting date, you will receive a number of shares of Parent common stock
equal to the number of restricted stock units that vest, less any shares that are withheld to satisfy applicable taxes. This grant of restricted stock units will vest 100% on the second anniversary of the Effective Time, contingent upon your
acceptance of the grant in accordance with Parent’s policy and your being actively employed with the Company through such date. Beginning in 2013, you will be eligible to receive annual long-term incentive equity grants, such as performance
unit and restricted stock unit grants, that are determined in accordance with Parent’s annual grant guidelines, and that have terms consistent with those guidelines and your salary grade. 

6. Cash Retention Bonus. You will also be eligible to receive a cash retention bonus, of $1,000,000 (the
“Retention Bonus”), which will vest 100% on the second anniversary of the Effective Time, subject to your continued employment with the Company and its affiliates through such date. The Retention Bonus will be subject to the terms
and conditions set forth in a separate agreement between you and Parent. 
 7. Acknowledgement. You acknowledge that
neither the execution of this Letter Agreement, any of the changes to your Employment Agreement contemplated herein, any transfer of employment to another affiliate of Parent or the Company (provided your work location remains within fifty miles of
your current location), or any revocation or resignation as managing director (Geschäftsführer) of Micromet GmbH will constitute “Good Reason” pursuant to Section 6.3(a) of your Employment Agreement. For the avoidance of
doubt, after the Amendment Effective Date, “Good Reason” as defined in Section 6.3(a) of your Employment Agreement will be measured by reference to your authority, duties and responsibilities as set forth in paragraphs 1 and 2,
and your Base Salary as set forth in paragraph 3. 
 8. Background Check. You hereby acknowledge and agree that,
pursuant to Parent policy, as an employee of the Company you will be required to undergo a successful background check and to execute Parent’s Proprietary Information and Inventions Agreement, effective as of the Amendment Effective Date, in
order to continue in the employ of the Company. 
 9. Effectiveness. Your current Employment Agreement will continue to
govern the terms of your employment with the Company and its affiliates until the Amendment Effective Date. This Letter Agreement will become effective upon the Amendment Effective Date, contingent upon your continued employment through the
Amendment Effective Date and the occurrence of the Effective Time. If the Merger Agreement is terminated before the Effective Time, or if the Effective Time does not occur for any reason, this Letter Agreement will terminate without any further
action simultaneously with the termination of the Merger Agreement and will thereafter be void ab initio. 
 10. No Other
Modifications. Other than as set forth in the preceding paragraphs 1 to 9, the remainder of your Employment Agreement will remain unmodified in any manner. 

  
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 If you agree to and accept the terms of this Letter Agreement, as set forth above, please
sign below where indicated. 
  

	
	Very truly yours,
	
	 /s/ Matthias Alder

	By: Matthias Alder
	 Title: Senior Vice President

Administration, General Counsel & Secretary

	Company: Micromet, Inc.
	
	 /s/ Brian McNamee

	By: Brian McNamee
	Title: Senior Vice President, Human Resources
	Company: Amgen Inc.


  

	
	Accepted and agreed:
	
	 /s/ Patrick A. Baeuerle

	 Prof. Dr. Patrick A. Baeuerle



  
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