EX-10.12



 Exhibit 10.12 

Investment Agreement Series D Round of Financing Affimed Therapeutics AG, 

Heidelberg, Germany dated 24 September 2012 

by and between 
  

	1.	Prof. Dr. Melvyn Little, Immenseeweg 17, 25826 St. Peter-Ording, Germany 

  

	2.	Deutsches Krebsforschungszentrum, Im Neuenheimer Feld 280, 69120 Heidelberg, Germany 

 -
hereinafter referred to as “DKFZ” - 
  

	3.	AGUTH Holding GmbH, Schloß-Wolfsbrunnenweg 33, 69118 Heidelberg, Germany 

 - hereinafter
referred to as “AGUTH” - 
  

	4.	KfW, Ludwig-Erhard-Platz 1-3, 53179 Bonn, Germany 

 - hereinafter referred to as
“KfW” - 
  

	5.	tbg Technologie-Beteiligungs-Gesellschaft mbH, Ludwig-Erhard-Platz 1-3, 53179 Bonn, Germany 

 -
hereinafter referred to as “tbg” - 
  

	6.	SGR Sagittarius Holding AG, Poststrasse 30, 6301 Zug, Switzerland 

 - hereinafter referred to as
“SGR” - 
  

	7.	BioMed Invest I Ltd., Suite 7, Provident House, Havilland Street, St. Peter Port, Guernsey, GY1 2QE, Channel Islands 


- hereinafter referred to as “BMI” - 
  

	8.	OrbiMed Associates III, LP, 601 Lexington Avenue, 54th Floor, New York, NY 10022, USA 

 -
hereinafter referred to as “OrbiMed” - 
  

	9.	Caduceus Private Investments III, LP, 601 Lexington Avenue, 54th Floor, New York, NY 10022, USA 


- hereinafter referred to as “Caduceus” - 
  

	10.	LSP III Omni Investment Coöperatief U.A., Johannes Vermeerplein 9, 1071 DV Amsterdam, The Netherlands 


- hereinafter referred to as “LSP” - 

  
 1 









	11.	Novo Nordisk A/S, Novo Allé, 2880 Bagsværd, Denmark 

 - hereinafter referred to as
“Novo Nordisk” - 
  

	12.	Affimed Therapeutics AG, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany. 

 The parties named under 1. to
11. above are hereinafter also collectively referred to as the “Shareholders” and each individually as a “Shareholder”. The parties named under 6. to 11. above are hereinafter also collectively referred to as the
“Lenders” and each individually as a “Lender”. The parties named under 2. and 6. to 11. above are hereinafter also collectively referred to as the “Series D Investors” and each individually as a
“Series D Investor”. The parties named under 1. to 12. above are hereinafter also collectively referred to as the “Parties” and each individually as a “Party”. 

Preamble 
 The Shareholders are the sole
shareholders of Affimed Therapeutics AG with its registered seat in Heidelberg, Germany, registered with the Commercial Register of the Mannheim Local Court under no. HRB 336536 (hereinafter also referred to as the
“Company”). The object of the Company is the development, the manufacture, the service and the distribution of products and processes based on antibodies. 

The share capital of the Company currently amounts to EUR 1,668,727.00, is fully paid in and divided into 1,668,727 non-par value shares in registered
form with a portion of the Company’s share capital (anteiliger Betrag des Grundkapitals) of EUR 1.00 each, thereof 63,323 Common Shares, 130,939 Series A Preferred Shares, 987,499 Series B Preferred Shares and 486,966 Series C
Preferred Shares. Prior to the series D round of financing of the Company laid down in this “Investment Agreement Series D Round of Financing Affimed Therapeutics AG, Heidelberg, Germany dated 24 September 2012” (hereinafter referred
to as “this Agreement” or the “1st Amendment”), the Shareholders and the Company hold shares of the Company as set forth in the following table. 

  
 2 









																									
	 Shareholder
	  	Common
Shares
(number)	 	  	Series A
Preferred
Shares
(number)	 	  	Series B
Preferred
Shares
(number)	 	  	Series C
Preferred
Shares
(number)	 	  	Total Shares
(number)	 	  	Shareholding
undiluted
(% rounded)	 
	 Prof. Dr. Melvyn Little
	  	 	20,028	  	  				  				  				  	 	20,028	  	  	 	1.20	  
	 DKFZ
	  	 	650	  	  	 	1,482	  	  				  	 	1,311	  	  	 	3,443	  	  	 	0.21	  
	 AGUTH
	  	 	17,257	  	  	 	56,292	  	  				  				  	 	73,549	  	  	 	4.41	  
	 KfW
	  				  	 	44,446	  	  				  				  	 	44,446	  	  	 	2.66	  
	 tbg
	  				  	 	9,713	  	  	 	9,713	  	  				  	 	19,426	  	  	 	1.16	  
	 SGR
	  				  				  	 	291,393	  	  	 	145,696	  	  	 	437,089	  	  	 	26.19	  
	 BMI
	  				  				  	 	97,131	  	  	 	48,565	  	  	 	145,696	  	  	 	8.73	  
	 OrbiMed
	  				  				  	 	3,054	  	  	 	1,527	  	  	 	4,581	  	  	 	0.27	  
	 Caduceus
	  				  				  	 	320,716	  	  	 	160,359	  	  	 	481,075	  	  	 	28.83	  
	 LSP
	  				  				  	 	97,131	  	  	 	48,565	  	  	 	145,696	  	  	 	8.73	  
	 Novo Nordisk
	  				  				  	 	161,885	  	  	 	80,943	  	  	 	242,828	  	  	 	14.55	  
	 Company
	  	 	25,388	  	  	 	19,006	  	  	 	6,476	  	  				  	 	50,870	  	  	 	3.05	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	63,323	  	  	 	130,939	  	  	 	987,499	  	  	 	486,966	  	  	 	1,668,727	  	  	 	100.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 The Shareholders and the Company are parties to the “Series C Investment and Shareholders’ Agreement with respect to
Affimed Therapeutics AG in Heidelberg” dated 8 April 2010 (hereinafter referred to as the “Shareholders’ Agreement”). Capitalized terms used but not defined in this Agreement shall have the same meaning as given to
them in any definitions in the Shareholders’ Agreement, unless specifically defined otherwise in this Agreement. The parts of the Shareholders’ Agreement which are still relevant are attached as Annex P to this Agreement. 

By loan agreement dated 7 March 2012 (hereinafter referred to as the “Loan Agreement”), the Lenders granted a loan to the Company in the
total principal amount of EUR 4,750,000.00, which has been drawn down in the total amount of EUR 4,450,000.00, whereby each of the Lenders paid to the Company the amount as set forth in the following table (hereinafter collectively
referred to as the “Loans” and each individually as the “Loan”). 

  
 3 









					
	 Lender
	  	Loan
(EUR)	 
	 SGR
	  	 	1,335,000.00	  
	 BMI
	  	 	445,000.00	  
	 OrbiMed
	  	 	8,680.00	  
	 Caduceus
	  	 	1,474,505.00	  
	 LSP
	  	 	445,000.00	  
	 Novo Nordisk
	  	 	741,815.00	  
		  	  
	  
	 
	 Total
	  	 	4,450,000.00	  
		  	  
	  
	 

 The Company seeks growth financing in the total amount of app. EUR 15,500,000.00 (including the Loans and interest
accrued thereon) as a series D round of financing at a pre-money valuation of EUR 57,716,210.00 fully-diluted against subscription of new Series D Preferred Shares (Aktien der Vorzugsserie D) and additional contributions to the capital
reserves of the Company pursuant to § 272 (2) No. 4 German Commercial Code (HGB) to be made in two tranches. 
 The Series D
Investors are prepared to commit an investment of fresh money in the amount of EUR 10,772,415.00 in aggregate as equity capital in accordance with the terms and conditions of this Agreement. In the course of the first tranche, the Loans and
interest accrued thereon shall be converted into equity by way of additional contributions to the capital reserves of the Company pursuant to § 272 (2) No. 4 HGB and the subscription of new Series D Preferred Shares against
payment of the issue price of EUR 1.00 per share in cash resulting in further fresh money in the amount of EUR 153,750.00 in aggregate in accordance with the terms and conditions of this Agreement. 

With respect to the principles of the legal relationship between all Shareholders as shareholders of the Company, the Shareholders’ Agreement, as amended
by this Agreement, shall continue to apply, in addition to the terms of the Articles of Association of the Company, as amended by this Agreement. 

  
 4 








 NOW, THEREFORE, the Parties hereby enter into this Agreement. 

Section I 
 Financing
Structure 
 § 1 

Commitments 
  

	(1)	Each of the Lenders commits individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to invest in the first tranche of the series D round of
financing of the Company laid down in this Agreement (i) the principal amount of the Loan paid by him to the Company and any and all interest accrued thereon, each as set forth in the following table, as additional contributions to the capital
reserves of the Company pursuant to § 272 (2) No. 4 HGB, and in addition (ii) fresh money as issue price of EUR 1.00 per share for new Series D Preferred Shares as set forth in the following table, in each case in
accordance with the terms and conditions of this Agreement. 

  

																	
	 Lender
	  	Loan
Principal Amount
(EUR)	 	  	Loan Interest
(EUR)	 	  	Issue Price
Series D
Preferred Shares
(EUR)	 	  	Total Loan
Conversion
(EUR)	 
	 SGR
	  	 	1,335,000.00	  	  	 	43,500.00	  	  	 	46,125.00	  	  	 	1,424,625.00	  
	 BMI
	  	 	445,000.00	  	  	 	14,500.00	  	  	 	15,375.00	  	  	 	474,875.00	  
	 OrbiMed
	  	 	8,680.00	  	  	 	347.00	  	  	 	302.00	  	  	 	9,329.00	  
	 Caduceus
	  	 	1,474,505.00	  	  	 	47,981.00	  	  	 	50,943.00	  	  	 	1,573,429.00	  
	 LSP
	  	 	445,000.00	  	  	 	14,500.00	  	  	 	15,375.00	  	  	 	474,875.00	  
	 Novo Nordisk
	  	 	741,815.00	  	  	 	24,172.00	  	  	 	25,630.00	  	  	 	791,617.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	4,450,000.00	  	  	 	145,000.00	  	  	 	153,750.00	  	  	 	4,748,750.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
 5 









	(2)	Each of the Series D Investors commits individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to invest in the series D round of financing of the
Company laid down in this Agreement fresh money in the total amount as set forth in the following table as issue price for new Series D Preferred Shares and additional payments into the capital reserves of the Company pursuant to
§ 272 (2) No. 4 HGB, in each case in two tranches in accordance with the terms and conditions of this Agreement. 

  

													
	 Series D Investor
	  	Issue Price
Series D
Preferred Shares
(EUR)	 	  	Payments into the
Capital Reserves
(EUR)	 	  	Total
New Investment
(EUR)	 
	 DKFZ
	  	 	551.00	  	  	 	16,467.00	  	  	 	17,018.00	  
	 SGR
	  	 	132,008.00	  	  	 	3,945,210.00	  	  	 	4,077,218.00	  
	 BMI
	  	 	34,825.00	  	  	 	1,040,798.00	  	  	 	1,075,623.00	  
	 OrbiMed
	  	 	1,080.00	  	  	 	32,264.00	  	  	 	33,344.00	  
	 Caduceus
	  	 	114,994.00	  	  	 	3,436,712.00	  	  	 	3,551,706.00	  
	 LSP
	  	 	34,825.00	  	  	 	1,040,798.00	  	  	 	1,075,623.00	  
	 Novo Nordisk
	  	 	30,495.00	  	  	 	911,388.00	  	  	 	941,883.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	348,778.00	  	  	 	10,423,637.00	  	  	 	10,772,415.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	(3)	The Shareholders agree that the Lenders’ and the Series D Investors’ obligations under this § 1 shall exist only on the basis of a contractual agreement by and between the Lenders, the Series D
Investors and the Shareholders and not vis-à-vis the Company; the Company itself is not a party to this § 1 and shall not be entitled to demand performance of the obligations under this § 1. The claims under this
§ 1 shall not be assignable. This § 1 shall not constitute a contract for the benefit of a third party (kein Vertrag zugunsten Dritter). 


  
 6 








 § 2 

First Tranche 
  

	(1)	The Shareholders shall resolve in an extraordinary Shareholders’ Meeting of the Company to be held in the form of a plenary meeting (Vollversammlung) immediately after the conclusion of this Agreement


  

	 	(i)	to increase the share capital of the Company from EUR 1,668,727.00 by EUR 324,174.00 to EUR 1,992,901.00 in return for cash contributions by the issue of a total of 324,174 new Series D Preferred Shares
in registered form as non-par value shares with a portion of the Company’s share capital of EUR 1.00 each. The new Series D Preferred Shares shall be issued for the amount of EUR 1.00 per share (issue price). The new Series D
Preferred Shares shall have the right to participate in profits as from 1 January 2012. The new Series D Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as amended
under § 2 (1) (vi) below, and the Shareholders’ Agreement, as amended by this Agreement. To the exclusion of the statutory subscription rights of the Shareholders, the Lenders and the Series D Investors shall be exclusively
invited to subscribe and to take over the new Series D Preferred Shares under this § 2 (1) (i) as set forth in the following table. 

  

													
	 Lender / Series D Investor
	  	Series D
Preferred Shares
Loan Conversion
(number)	 	  	Series D
Preferred Shares
New Investment
First Tranche
(number)	 	  	Series D
Preferred Shares
Total
(number)	 
	 DKFZ
	  	 	N/A	  	  	 	269	  	  	 	269	  
	 SGR
	  	 	46,125	  	  	 	64,503	  	  	 	110,628	  
	 BMI
	  	 	15,375	  	  	 	17,017	  	  	 	32,392	  
	 OrbiMed
	  	 	302	  	  	 	528	  	  	 	830	  
	 Caduceus
	  	 	50,943	  	  	 	56,189	  	  	 	107,132	  
	 LSP
	  	 	15,375	  	  	 	17,017	  	  	 	32,392	  
	 Novo Nordisk
	  	 	25,630	  	  	 	14,901	  	  	 	40,531	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	153,750	  	  	 	170,424	  	  	 	324,174	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
 7 









	 	(ii)	to convert all existing Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares into Series D Preferred Shares with the rights, preferences and privileges as set forth in the Articles of
Association of the Company, as amended under § 2 (1) (vi) below, and the Shareholders’ Agreement, as amended by this Agreement, at a conversion ratio of 1:1; 


 

	 	(iii)	to terminate the Authorized Capital 2010 (Genehmigtes Kapital 2010) under § 5 (4) of the Articles of Association of the Company; 


 

	 	(iv)	to create a new Authorized Capital 2012 (Genehmigtes Kapital 2012) authorizing the Management Board to increase with the approval of the Supervisory Board the share capital of the Company up until
31 December 2015 once or several times by in total up to EUR 145,696.00 in return for cash contributions by the issue of in total up to 145,696 new Series D Preferred Shares in registered form, which shall be issued as non-par value shares
with a portion of the Company’s share capital of EUR 1.00 each for the amount of EUR 1.00 per share (issue price). The new Series D Preferred Shares shall have the right to participate in profits as from the beginning of the current
business year at the time of the utilization of the Authorized Capital 2012. The new Series D Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as amended under
§ 2 (1) (vi) below, and the Shareholders’ Agreement, as amended by this Agreement. The statutory subscription rights of the Shareholders shall be excluded. The Management Board shall be authorized to determine the further
details of the consummation of the increase of the share capital utilizing the Authorized Capital 2012 with the approval of the Supervisory Board. The Supervisory Board shall be authorized to adapt the wording of the Articles of Association of the
Company after the full or partial consummation of the increase of the share capital utilizing the Authorized Capital 2012 or after the expiry of the Authorized Capital 2012 in accordance with the volume of the increase of the share capital utilizing
the Authorized Capital 2012; 


  
 8 









	 	(v)	to amend the Conditional Capital 2007-I (Bedingtes Kapital 2007-I) to the effect that henceforth it provides for the issuance of Series D Preferred Shares rather than Series C Preferred Shares; and


  

	 	(vi)	to amend the Articles of Association of the Company as set forth in Annex 2.1 (vi) to this Agreement. 

  

	(2)	Each of the Shareholders undertakes individually for himself vis-à-vis each other Shareholder, to do or cause to be done everything necessary or appropriate to implement the measures agreed in
§ 2 (1) above. 

 Thus, each of the Shareholders undertakes individually for himself vis-à-vis each other
Shareholder, in particular without limitation to participate in the Shareholders’ Meeting as set forth in § 2 (1) above, to exercise his voting rights and other rights in such Shareholders’ Meeting and in the special
resolutions or special meetings of the holders of the different classes of Shares in favour of the measures agreed in § 2 (1) above, to expressly approve the conversion of all existing Series A Preferred Shares, Series B Preferred
Shares and Series C Preferred Shares held by him into Series D Preferred Shares as set forth in § 2 (1) (ii) above, and to waive the subscription rights to which he is entitled for the subscription to new shares to the extent
described. 
 Further, each of the Shareholders undertakes individually for himself vis-à-vis each other Shareholder, to omit any and
all actions which could prevent or make the implementation of the measures agreed in § 2 (1) above more difficult as well as to waive any and all rights to raise objections to, and to challenge, the resolutions of the
Shareholders’ Meeting under § 2 (1) above. 
  

	(3)	 Each of the Lenders and each of the Series D Investors undertakes individually for himself vis-à-vis each other and each of the other
Shareholders, to subscribe and to take over the new Series D Preferred Shares under § 2 (1) (i) above to the stated extent immediately after the end of the Shareholders’ Meeting under § 2 (1) above, and to pay
in full and in cash (without any deductions for bank fees) the total issue price of 



  
 9 









	 	
EUR 1.00 per new Series D Preferred Share subscribed by him within five (5) Business Days after such subscription to the Company’s special account for the increase of the share
capital (Kapitalerhöhungssonderkonto) with Deutsche Bank AG, account no.: XXXXXXX XX, bank sorting code: XXXXXXXX, IBAN: XXXX XXXX XXXX XXXX XXXX XX, BIC/SWIFT: XXXXXXXXXXX, ref.: “issue price capital increase September 2012”.
Payments shall be made exclusively to this special account, which will be opened solely for this purpose and must not be used for other transactions or payments prior to the aforementioned payments. This special account must not have a debit balance
immediately prior to the aforementioned payments being effected, so that the Company’s Management Board can freely dispose of the amounts paid (cf. §§ 188, 36, 36 a, 37 German Stock Corporation Act (AktG)).


 The subscriptions shall only become non-binding, if the consummation of the increase of the share capital under
§ 2 (1) (i) above has not been registered with the Commercial Register within six months after the date of the Shareholders’ Meeting under § 2 (1) above, in which case each Lender and each Series D Investor
shall have the (additional) right to request from all Shareholders to resolve again the increase of the share capital under § 2 (1) (i) above with respect to his individual share of the increase of the share capital as set forth
in the table in § 2 (1) (i) above and to renew the subscription for the corresponding new Series D Preferred Shares on the terms and conditions set forth in this Agreement. 

 

	(4)	After the subscription and taking over of the new Series D Preferred Shares under § 2 (1) (i) above and the receipt of the total issue price for the new Series D Preferred Shares from all of the
Lenders and Series D Investors, the Company shall as soon as practicable apply for registration of the resolutions to increase the share capital, to convert all existing Series A Preferred Shares, Series B Preferred Shares and Series C Preferred
Shares into Series D Preferred Shares, to terminate the Authorized Capital 2010, to create a new Authorized Capital 2012, to amend the Conditional Capital 2007-I and to amend the Articles of Association of the Company and of the consummation of the
increase of the share capital with the Commercial Register and shall take all other measures and make all other declarations necessary or appropriate for the measures described in § 2 (1) above to become effective. 


  
 10 








 Should the Commercial Register make valid objections to the resolutions of the Shareholders’
Meeting under § 2 (1) above, the Shareholders undertake vis-à-vis each other, to remove such objections as soon as practicable by way of adopting the necessary resolutions in the Shareholders’ Meeting of the Company and in
the special resolutions of the holders of the different classes of Shares so that the purpose and intention of the resolutions objected to can be achieved to the maximum permissible extent. 

 

	(5)	 The Shareholders undertake vis-à-vis each other, as from the conclusion of this Agreement and up until the consummation of the increase of the
share capital, the conversion of all existing Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares into Series D Preferred Shares and the amendments to the Articles of Association under § 2 (1) above have
been registered with the Commercial Register, to treat each other, to the extent legally permissible, as if the amendments to the Articles of Association had already come into force upon the end of the Shareholders’ Meeting under
§ 2 (1) above, the conversion of all existing Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares into Series D Preferred Shares had already come into force upon the end of the Shareholders’ Meeting
under § 2 (1) above, and each of the Lenders and Series D Investors had already acquired the new Series D Preferred Shares to be issued under § 2 (1) (i) above upon subscription and payment of the total issue price
of EUR 1.00 per new Series D Preferred Share, respectively. Thus, each of the Shareholders undertakes individually for himself vis-à-vis each of the Lenders and Series D Investors, as from the subscription of the new Series D Preferred
Shares under § 2 (1) (i) above and payment of the total issue price of EUR 1.00 per new Series D Preferred Share, respectively, in particular without limitation to put each of the Lenders and Series D Investors internally in
such position as they each would be in, if they had acquired the financial rights (Vermögensrechte) and, to the extent legally permissible, the administrative rights (Verwaltungsrechte) under this Agreement, the Shareholders’
Agreement, as 



  
 11 









	 	
amended by this Agreement, and the Articles of Association of the Company resulting from the new Series D Preferred Shares to be issued under § 2 (1) (i) above already upon
subscription and payment of the total issue price of EUR 1.00 per new Series D Preferred Share, respectively. 

 §
3 
 Milestone 
  

	(1)	The Shareholders agree on the following milestone which shall be considered to have been achieved or not in accordance with § 3 (2) and (3) below: 


Fulfilment of all of the following conditions by 30 June 2013 at the latest: 

(a) Results of the non-GLP in vitro cytokine release data, testing the safety relevant settings; and 

(b) Results of a Scientific Advise meeting with one national authority 

(hereinafter collectively referred to as the “Milestone”). 

The Lead Investors’ Majority (as defined below) may at any time in its free discretion determine with binding effect for all Series D
Investors and Shareholders a later date for the fulfilment of the conditions for the Milestone than the date set forth above. Likewise, the Lead Investors’ Majority may at any time in its free discretion determine with binding effect for all
Series D Investors and Shareholders to waive the fulfilment of particular conditions for the achievement of the Milestone set forth above. 
  

	(2)	 If the Management Board is of the opinion that the Milestone has been achieved, it shall notify all Shareholders thereof in a written report and
produce adequate evidence (hereinafter referred to as the “Milestone Notice”). If the Management Board has not sent the Milestone Notice within four calendar weeks after the final date for the




  
 12 









	 	
fulfilment of the Milestone under § 3 (1) above at the latest, then the Milestone shall be considered to have not been achieved, whereby the relevant time shall be the sending of
the Milestone Notice by the Management Board. 

  

	(3)	The Milestone shall be considered to have been achieved, unless a Series D Investor or Series D Investors individually or collectively holding more than 25 % of all Series D Preferred Shares within two calendar
weeks after receipt of the Milestone Notice has/have objected to the Milestone Notice in writing, by telefax or e-mail to the Management Board, whereby the relevant time shall be the receipt of the objection(s) by the Management Board. If the
Milestone shall be considered to have been achieved in accordance with the preceding sentence, the Management Board shall inform all Shareholders thereof in writing, by telefax or e-mail. 


If, however, a Series D Investor or Series D Investors has/have objected to the Milestone Notice in accordance with the first sentence of this
§ 3 (3) and the Management Board and this Series D Investor or these Series D Investors cannot reach an agreement on the fulfilment of the Milestone within one calendar week after receipt of the objection(s) by the Management Board,
then the Management Board shall inform all Shareholders thereof without undue delay in writing, by telefax or e-mail. In this case, the question as to whether the Milestone shall be considered to have been achieved or not shall be finally determined
with binding effect on all Parties by the Lead Investors’ Majority as arbitration expert (Schiedsgutachter). The determination of the Lead Investors’ Majority as to whether the Milestone has been achieved shall be based on an
opinion of an independent expert appointed by the Lead Investors’ Majority or, if the Lead Investors’ Majority does not so appoint an independent expert within one calendar week after the demand of any Series D Investor to do so, by the
Industrie- und Handelskammer Rhein-Neckar. The Series D Investors shall endeavour to obtain the opinion of the independent expert within two calendar weeks after his appointment. Furthermore, the Supervisory Board shall be consulted with
respect to the question as to whether the Milestone has been achieved or not within the same time limit. The Lead Investors’ Majority shall determine in accordance with the foregoing provisions whether the Milestone shall be considered to have
been achieved within one calendar week after the receipt of the opinion of the independent expert. 

  
 13 








 If the Lead Investors’ Majority approves the determination of the achievement of the
Milestone, then the Milestone shall be considered to have been achieved; if the Lead Investors’ Majority declines the determination of the achievement of the Milestone, then the Milestone shall be considered to have not been achieved. 

The costs of the independent expert and the Industrie- und Handelskammer Rhein-Neckar, if any, shall be borne by the Company and the
objecting Series D Investor(s) applying §§ 91 et seq. German Code of Civil Procedure (ZPO) mutatis mutandis. 
  

	(4)	The obligations of the Series D Investors to subscribe and to take over new Series D Preferred Shares under § 4 below and the obligations of the Series D Investors to render additional payments into the
capital reserves of the Company under § 5 (2) below shall by way of a condition precedent (aufschiebende Bedingung) exist only after the Milestone shall be considered to have been achieved pursuant to § 3 (3)
above; provided, however, that the Lead Investors’ Majority may at any time in its free discretion determine with binding effect for all Series D Investors and Shareholders to waive the achievement of the Milestone, in which case the
obligations of the Series D Investors to subscribe and to take over new Series D Preferred Shares under § 4 below and the obligations of the Series D Investors to render additional payments into the capital reserves of the Company under
§ 5 (2) below shall exist irrespective of whether the Milestone shall be considered to have been achieved or not. 

  

	(5)	Each of the Series D Investors may at any time in its free discretion in writing, by telefax or e-mail to all Shareholders and the Company waive with respect to his own obligations (and only with respect to his own
obligations) to subscribe and to take over new Series D Preferred Shares under § 4 below and to render additional payments into the capital reserves of the Company under § 5 (2) below the achievement of the Milestone.



  
 14 








 In case of a waiver of the achievement of the Milestone under this § 3 (5), all
Shareholders shall be obliged to resolve in an extraordinary Shareholders’ Meeting of the Company to be held in the form of a plenary meeting to be held without undue delay after a corresponding waiver to further increase the share capital of
the Company in return for cash contributions in accordance with § 4 (1) below, whereby to the exclusion of the statutory subscription rights of the Shareholders, only the Series D Investor who declared a waiver of the achievement of
the Milestone under this § 3 (5) shall be invited to subscribe and to take over new Series D Preferred Shares in such number to which such Series D Investor would be invited to subscribe and to take over pursuant to
§ 4 (1) below if the Milestone were considered to have been achieved; § 2 (2) to (5) above shall apply mutatis mutandis. In such case, the respective Series D Investor shall also be obliged to render the
additional payments into the capital reserves of the Company under § 5 (2) below applying § 5 (2) below mutatis mutandis; § 4 (3) and § 5 (4) below shall apply mutatis
mutandis. 
 In the event that a Series D Investor waives with respect to his own obligations in accordance with this
§ 3 (5) the achievement of the Milestone and as a result fulfils the corresponding obligations to subscribe and to take over new Series D Preferred Shares under § 4 below and to render additional payments into the capital
reserves of the Company under § 5 (2) below, then to such extent there shall be no further obligations of the respective Series D Investor when thereafter the Milestone shall be considered to have been achieved. 

§ 4 
 Second Tranche

  

	(1)	 As soon as practicable, but in any event not later than two calendar weeks after the earliest of (a) the Management Board has informed all
Shareholders in accordance with § 3 (3) sentence 2 above that the Milestone shall be considered to have been achieved or (b) the Company has informed all Shareholders that the Milestone shall be considered to have been
achieved in accordance with the second-last sentence of 



  
 15 









	 	
§ 3 (3) above or (c) the Company has informed all Shareholders that the Lead Investors’ Majority has determined to waive the achievement of the Milestone in accordance
with the last sentence of § 3 (4) above, the Shareholders shall resolve in an extraordinary Shareholders’ Meeting of the Company to be held in the form of a plenary meeting to further increase the share capital of the Company
from EUR 1,992,901.00 by EUR 178,354.00 to EUR 2,171,255.00 in return for cash contributions by the issue of a total of 178,354 new Series D Preferred Shares in registered form as non-par value shares with a portion of the
Company’s share capital of EUR 1.00 each. The new Series D Preferred Shares shall be issued for the amount of EUR 1.00 per share (issue price). The new Series D Preferred Shares shall have the right to participate in profits as from
1 January 2013. The new Series D Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as amended under § 2 (1) (vi) above, and the Shareholders’
Agreement, as amended by this Agreement. To the exclusion of the statutory subscription rights of the Shareholders, the Series D Investors shall be exclusively invited to subscribe and to take over the new Series D Preferred Shares under this
§ 4 (1) as set forth in the following table. 

  

					
	 Series D Investor
	  	Series D Preferred Shares
New Investment Second
Tranche
(number)	 
	 DKFZ
	  	 	282	  
	 SGR
	  	 	67,505	  
	 BMI
	  	 	17,808	  
	 OrbiMed
	  	 	552	  
	 Caduceus
	  	 	58,805	  
	 LSP
	  	 	17,808	  
	 Novo Nordisk
	  	 	15,594	  
		  	  
	  
	 
	 Total
	  	 	178,354	  
		  	  
	  
	 

 The Shareholders agree that the obligations to pass the above resolution in an extraordinary
Shareholders’ Meeting of the Company shall not apply if the 

  
 16 








 
Management Board with the approval of the Supervisory Board resolves to increase the share capital of the Company utilizing the Authorized Capital 2012 and invites the Series D Investors to
subscribe and to take over new Series D Preferred Shares as set forth in this § 4 (1). 
  

	(2)	§ 2 (2) to (5) above shall apply mutatis mutandis. 

  

	(3)	Any reference in this Agreement or the Shareholders’ Agreement, as amended by this Agreement, to Series D Preferred Shares issued under § 4 (1) of this Agreement shall refer to an increase of the
share capital of the Company either resolved by the Shareholders’ Meeting or utilizing the Authorized Capital 2012. 


§ 5 
 Non-statutory
Financial Agreements 
  

	(1)	Each of the Series D Investors undertakes individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to render, in addition to the total issue price of
EUR 1.00 for each new Series D Preferred Share subscribed by him under § 2 (1) (i) above and relating to his new investment of fresh money in the first tranche under § 1 (2) above, additional payments into the capital reserves of the
Company (sonstige Zuzahlungen in die Kapitalrücklagen der Gesellschaft) pursuant to § 272 (2) No. 4 HGB in the amount as set forth in the following table (without any deductions for bank fees) to the Company’s bank account with
Deutsche Bank AG, account no.: XXXXXXX XX, bank sorting code: XXXXXXXX, IBAN: XXXX XXXX XXXX XXXX XXXX XX, BIC/SWIFT: XXXXXXXXXXX, ref.: “capital reserves”, which shall in each case become due for payment to the Company in one sum
concurrently with the total issue price of the new Series D Preferred Shares under § 2 (1) (i) above, but by way of a condition precedent only after the passing of the resolutions of the Shareholders’ Meeting of the Company under § 2
(1) above. 


  
 17 









					
	 Series D Investor
	  	Payments into the
Capital Reserves
First Tranche
(EUR)	 
	 DKFZ
	  	 	8,046.00	  
	 SGR
	  	 	1,927,744.00	  
	 BMI
	  	 	508,563.00	  
	 OrbiMed
	  	 	15,765.00	  
	 Caduceus
	  	 	1,679,277.00	  
	 LSP
	  	 	508,563.00	  
	 Novo Nordisk
	  	 	445,330.00	  
		  	  
	  
	 
	 Total
	  	 	5,093,288.00	  
		  	  
	  
	 

  

	(2)	Each of the Series D Investors undertakes individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to render, in addition to the total issue price of
EUR 1.00 for each new Series D Preferred Share subscribed by him under § 4 (1) above, and in addition to the additional payments into the capital reserves of the Company set forth in § 5 (1) above, further additional payments into the
capital reserves of the Company pursuant to § 272 (2) No. 4 HGB in the amount as set forth in the following table (without any deductions for bank fees) to the Company’s bank account set forth in § 5 (1) above, which shall in each
case become due for payment to the Company in one sum concurrently with the total issue price of the new Series D Preferred Shares under § 4 (1) above, but by way of a condition precedent not earlier than the first tranche of the additional
payments into the capital reserves of the Company under § 5 (1) above. 


  
 18 









					
	 Series D Investor
	  	Payments into the
Capital Reserves
Second Tranche
(EUR)	 
	 DKFZ
	  	 	8,421.00	  
	 SGR
	  	 	2,017,466.00	  
	 BMI
	  	 	532,235.00	  
	 OrbiMed
	  	 	16,499.00	  
	 Caduceus
	  	 	1,757,435.00	  
	 LSP
	  	 	532,235.00	  
	 Novo Nordisk
	  	 	466,058.00	  
		  	  
	  
	 
	 Total
	  	 	5,330,349.00	  
		  	  
	  
	 

  

	(3)	Each of the Lenders undertakes individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to render, in addition to the total issue price of
EUR 1.00 for each new Series D Preferred Share subscribed by him under § 2 (1) (i) above and relating to the conversion of the principal amount of the Loan paid by him to the Company and any and all interest accrued thereon
into equity under § 1 (1) above, and in addition to the additional payments into the capital reserves of the Company set forth in § 5 (1) above and § 5 (2) above, further additional contributions to the
capital reserves of the Company (sonstige Leistungen in die Kapitalrücklagen der Gesellschaft) pursuant to § 272 (2) No. 4 HGB by way of an assignment to the Company of the principal amount of the Loan paid by him to
the Company and any and all interest accrued thereon, within five Business Days after receipt of a notification from the Company in writing, by telefax or e-mail that the consummation of the increase of the share capital under
§ 2 (1) (i) above has been registered with the Commercial Register. For clarification purposes: The further additional contributions to the capital reserves of the Company under this § 5 (3) shall comprise any and
all interest accrued on the Loans up until the effectiveness of the assignment to the Company of the principal amount of the Loans, and not only the interest accrued up until the date of the conclusion of this Agreement. 


  
 19 









	(4)	The Shareholders agree that the obligations of the Lenders and the Series D Investors to render additional payments and contributions to the capital reserves of the Company under this § 5 shall exist only on
the basis of a contractual agreement by and between the Lenders, the Series D Investors and the Shareholders and not vis-à-vis the Company; the Company itself is not a party to this § 5 and shall not be entitled to demand the
additional payments and contributions under this § 5. The claims under this § 5 shall not be assignable. This § 5 shall not constitute a contract for the benefit of a third party. 


§ 6 
 Defaulting
Lender / Defaulting Series D Investor 
  

	(1)	In the event that a Lender and/or Series D Investor fails to comply in a timely fashion with his obligations as set forth in § 5 above (the “Defaulting Investor”), the Company shall
immediately notify such Defaulting Investor in writing and inform all Shareholders by registered mail (the “Default Notice”). Upon receipt of the Default Notice, the Defaulting Investor shall be obliged within thirty
(30) Business Days after receipt of the Default Notice to render all contributions in default, plus interest calculated at 10 % p.a. beginning on the date on which the respective contribution was due and payable to the Company (the
“Additional Payment Period”). 

  

	(2)	In the event that the Defaulting Investor shall not have satisfied such obligations in full within the Additional Payment Period, the Lead Investors, based on a Lead Investors’ Majority vote (calculated with the
exclusion of the Defaulting Investor), shall, within thirty (30) Business Days after expiration of the Additional Payment Period, be entitled to make written demand of the Defaulting Investor to either (i) irrevocably offer all of the
Series D Preferred Shares subscribed by the Defaulting Investor under § 2 (1) (i) above and § 4 (1) above without consideration to the Company or (ii) approve the conversion of all such Series D Preferred
Shares into Common Shares. The obligations of the Defaulting Investor under § 5 above shall remain unaffected thereby and each Shareholder shall be entitled to enforce the obligations of the Defaulting Investor under § 5 above.



  
 20 








 § 7 

Use of Proceeds 
 The proceeds from the
series D round of financing of the Company laid down in this Agreement shall be used exclusively in accordance with the Company’s current budget attached as Annex 7 to this Agreement, as adapted and modified with the approval of the
Supervisory Board from time to time, for working capital needs, capital expenditures and general corporate purposes of the Company. 

§ 8 
 ESOP 

 

	(1)	The Shareholders agree that as a means to promote the motivation and the identification of the management and key employees of the Company and its affiliated companies, in addition to the existing employee participation
programmes of the Company, a further employee participation programme for the management and key employees of the Company and its affiliated companies (the “New ESOP”) shall be implemented as soon as practicable after the conclusion
of this Agreement, so that the total volume of the New ESOP together with all existing employee participation programmes of the Company is equal to 10.7 % of the share capital of the Company after the consummation of the increases of the share
capital under § 2 (1) (i) and § 4 (1) above on a fully-diluted basis. The detailed structure and the terms and conditions of the New ESOP shall be determined by the Lead Investors’ Majority. 


 

	(2)	 Each of the Shareholders undertakes individually for himself vis-à-vis each other Shareholder, to do or cause to be done everything necessary
or appropriate to implement the New ESOP according to the detailed structure and the terms and 



  
 21 









	 	
conditions determined pursuant to § 8 (1) above. § 2 (2) and (4) above shall apply mutatis mutandis. Each of the Shareholders expressly accepts the
dilution of his participation in the Company which the New ESOP entails. 

 Section II 

Applicability of, and Amendments to, the Shareholders’ Agreement 

§ 9 
 Applicability
of the Shareholders’ Agreement 
  

	(1)	The Parties agree that unless expressly set forth otherwise in this Agreement, the Shareholders’ Agreement, as amended by this Agreement, shall remain in full force and effect, and shall also apply to the new
Series D Preferred Shares issued under this Agreement. 

  

	(2)	Any reference in the Shareholders’ Agreement to any provision of the Shareholders’ Agreement shall henceforth refer to such provision of the Shareholders’ Agreement, as amended by this Agreement.


  

	(3)	Any definitions of terms in this Agreement shall also apply in the Shareholders’ Agreement, as amended by this Agreement. 

  

	(4)	“Common Shares” shall mean all Shares which are not Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares including, for the avoidance of doubt,
all Shares which under any provision of the Shareholders’ Agreement, as amended by the 1st Amendment, or the 1st Amendment shall be converted into Common Shares, but excluding all Shares currently held by AGUTH (including the 17,257 Shares
which up to now have been designated as Common Shares) which shall all be Series D Preferred Shares. 


  
 22 








 “Series D Preferred Shares” shall mean all Shares (i) which are issued
under § 2 (1) (i) or § 4 (1) or § 16 of the 1st Amendment or (ii) which result from the conversion under § 2 (1) (ii) of the 1st Amendment or (iii) which are currently held
by AGUTH. 
 “Lead Investors’ Majority” shall mean a majority of 70 % of the Series D Preferred Shares held by the
Lead Investors voting together as a single class, replacing the corresponding definition in the Definitions of the Shareholders’ Agreement. 

§ 10 
 Equal
Treatment of the Shareholders 
 The first paragraph of section E 1.1 of the Shareholders’ Agreement shall be amended and replaced by the
following provisions: 
 “Except for such preferential rights specifically accorded to the Series D Preferred Shares, each Shareholder shall be
accorded equal rights, according to his shareholding. Each Share is entitled to one vote.” 
 § 11 

Resolutions requiring Qualified Majority of the Investors; Voting Agreements; Future Financing Agreements 

 

	(1)	Any reference in section E 1.5 of the Shareholders’ Agreement to the holders of Series C Preferred Shares shall henceforth refer to the holders of Series D Preferred Shares. 


  
 23 









	(2)	The second paragraph of section E 1.5 of the Shareholders’ Agreement shall be amended and replaced by the following provisions: 


“The holders of Series D Preferred Shares shall meet immediately prior to any Shareholders’ Meeting of the Company if there are any
items on the agenda of the Shareholders’ Meeting which require their consent as provided hereunder (be it unanimously, majority or by qualified majority decision). They shall cast their votes as to such agenda items applying the rules for
voting shares in the Shareholders’ Meeting of the Company mutatis mutandis. If the motion in question is approved with a Lead Investors’ Majority, all Shareholders (including all holders of Series D Preferred Shares) shall be
obliged to vote in favour of such motion in the Shareholders’ Meeting of the Company and in the special resolutions or special meetings of the holders of the different classes of Shares, if applicable. If the motion in question is not approved
with a Lead Investors’ Majority, all Shareholders (including all holders of Series D Preferred Shares) shall be obliged to vote against such motion in the Shareholders’ Meeting of the Company and in the special resolutions or special
meetings of the holders of the different classes of Shares, if applicable.” 
  

	(3)	Subject to the following sentence, each of the Shareholders undertakes individually for himself vis-à-vis each other Shareholder, to enter into investment agreements and shareholders’ agreements and related
agreements (including without limitation amendments to and/or termination of this Agreement and/or the Shareholders’ Agreement, as amended by this Agreement), to pass resolutions in Shareholders’ Meetings of the Company and the special
resolutions or special meetings of the holders of the different classes of Shares, and to do or cause to be done everything necessary or appropriate, for further rounds of financing of the Company after the financing laid down in this Agreement (the
“Future Financing Agreements”), to the extent that the Lead Investors’ Majority agree to the terms and conditions of the Future Financing Agreements. Notwithstanding the foregoing, Future Financing Agreements may not
(i) oblige or commit or otherwise require Shareholders to make further contributions to the Company, or (ii) diminish or adversely affect the rights or preferences of any Shareholder in a manner disproportionately unfavourable to such
Shareholder as compared to other Shareholders in that class of shares, without the prior written consent of the Shareholders affected, which consent shall be given in the sole discretion of the Shareholder and shall not be subject to the prior
sentence. § 2 (2) to (5) above shall apply mutatis mutandis. 


  
 24 








 § 12 

Conversion of Shares 
 Any reference in
section E 1.9 of the Shareholders’ Agreement to Series A, B and C Preferred Shares or to Preferred Stock shall henceforth refer to Series D Preferred Shares and any reference to Series C Preferred Shareholders shall henceforth refer
to the holders of Series D Preferred Shares. 
 § 13 

Right of First Refusal 
 Any reference in
section F 2 of the Shareholders’ Agreement to Series C Shareholders shall henceforth refer to the holders of Series D Preferred Shares. 

§ 14 
 Co-sale Right

 The last line of section F 3.2 of the Shareholders’ Agreement shall be amended and replaced by the following provisions: 

“... after the liquidation preference to the holders of Series D Preferred Shares has been satisfied.” 

  
 25 








 § 15 

Financing in General 
 The reference in
section G 1 of the Shareholders’ Agreement to the holders of Series C Preferred Shares shall henceforth refer to the holders of Series D Preferred Shares. 

§ 16 
 Anti-dilution
Protection 
  

	(1)	If at any time prior to the conversion of the Series D Preferred Shares into Common Shares, but after the increases of the Company’s share capital under § 2 (1) (i) and § 4 (1)
above, the Company issues any new Shares or an equivalent thereof at a price per Share that is less than EUR 30.8861 (the “Offering”), each holder of Series D Preferred Shares, acting individually, provided that he has
fulfilled his investment obligations under §§ 1 to 5 above, is irrevocably entitled to a broad-based weighted-average anti-dilution protection by being issued and subscribing to that number of new Series D Preferred Shares at par
value without premium, so calculated as if such Shareholder has subscribed his respective Series D Preferred Shares resulting from the increases of the Company’s share capital under § 2 (1) (i) and § 4 (1)
above according to the following formula: 

 Revised Subscription Price = (Outstanding Shares before the Offering x
EUR 30.8861 + total amount raised in the Offering) / Outstanding Shares after the Offering 
 The difference between EUR 30.8861
and the Revised Subscription Price shall be multiplied by the total number of Series D Preferred Shares resulting from the increases of the Company’s share capital under § 2 (1) (i) and § 4 (1) above held by
such Shareholder and divided by the result of the Revised Subscription Price minus EUR 1.00. The result of this calculation yields the total number of Series D Preferred Shares to which such holder of Series D Preferred Shares may subscribe at
par value. 
 The holders of Series D Preferred Shares shall receive these Shares in conjunction with the capital increase which led to the
diluting issuing of Shares. In the event of stock splits, stock dividends, recapitalization and the like, the anti-dilution protection shall be adjusted accordingly. 

  
 26 









	(2)	Section G 3 of the Shareholders’ Agreement shall be terminated and of no further force and effect. 


§ 17 
 Listing

 Any reference in section G 4 of the Shareholders’ Agreement to Preferred Shares or Preferred Series C Shares shall henceforth refer to
Series D Preferred Shares. 
 § 18 

Dividends 
  

	(1)	Section H 1 of the Shareholders’ Agreement shall be terminated and of no further force and effect. 

  

	(2)	 The Shareholders are in agreement that in case of a stock exchange listing of the (shares of the) Company (the “Stock Exchange
Listing”), the holders of Series D Preferred Shares shall receive 6 % p.a. IRR on the respective paid in total investment by way of subscription of new Common Shares as follows: In the course of the preparation of the Stock Exchange
Listing, the Shareholders shall resolve in favour of an increase of the Company’s share capital (the “IRR Capital Increase”) upon the demand of one or more of the Series D Investors. Each of the Series D Investors individually
may request his participation in the IRR Capital Increase without being obliged to do so. As part of the IRR Capital Increase, the Series D Investors, who request this, shall be invited, to the exclusion of the statutory subscription rights of the
Shareholders, to subscribe to such number of new Common Shares in return for cash contributions at an issue price equal to the portion of the Company’s share capital 



  
 27 









	 	
attributable to one share without premium or any other contributions to the capital reserves of the Company which is equal to the Return (as defined below) divided by the result of (Listing Price
(as defined below) minus EUR 1.00), whereby “Return” shall in each case be equal to the amount representing 6 % p.a. IRR on the respective paid in total investment (total issue price plus additional payments and
contributions to the capital reserves of the Company pursuant to § 272 (2) HGB including, for the avoidance of doubt, the nominal amount of the principal of the Loans assigned to the Company and any and all interest accrued thereon)
on the respective Series D Preferred Shares (including on Shares which were converted into or are deemed to be Series D Preferred Shares) calculated as from and starting with the respective payment thereof to the Company, compounded quarterly in
arrears, provided that with respect to the paid in total investment on the former Series A Preferred Shares such IRR shall be calculated only as from and starting with 27 March 2007, and “Listing Price” shall be the anticipated
issue price or, if the Stock Exchange Listing does not include an offering, the anticipated first quotation of the price of the Shares of the Company in the course of the Stock Exchange Listing as determined in good faith by the Lead Investors’
Majority with binding effect on all Shareholders. § 2 (2) to (5) above shall apply mutatis mutandis. If the Stock Exchange Listing has not occurred within 120 days after the date of the IRR Capital Increase, then all
Shareholders are obliged to co-operate in restoring the position as it was prior to the IRR Capital Increase. 

 § 19

 Liquidation Preference 

Section H 2 of the Shareholders’ Agreement shall be amended and replaced by the following provisions: 

“In the event of any of the following (each a “Liquidation Event” or “Deemed Liquidation Event”): 

 

	a)	a bankruptcy, voluntary or involuntary liquidation, dissolution or winding up of the Company; 


  
 28 









	b)	a (partial) sale (at least 50 %) of the Shares of the Company including the sale triggering a co-sale right as defined in section F 3 of the Shareholders’ Agreement, as amended by § 14 of
the 1st Amendment, a drag-along as defined in section F 4 of the Shareholders’ Agreement; 

  

	c)	a sale of at least 75 % of all assets (including intellectual property rights) in terms of the Fair Market Value of the Company; 


 

	d)	a merger, consolidation or acquisition, or any other event involving the Company, pursuant to which the shareholders of the Company will have less than 50.1 % of the voting power of the acquiring company or
pursuant to which the Company is not the surviving entity; 

  

	e)	a reverse take-over; 

 the proceeds will be allocated among the Shareholders as follows: 

 

	(i)	First, each of the holders of Series D Preferred Shares shall be entitled to receive, prior to and in preference to all other Shares, an amount equal to 1.33 times (subject to proportional adjustments for stock splits,
subdivisions and the like) the paid in total investment (total issue price plus additional payments and contributions to the capital reserves of the Company pursuant to § 272 (2) HGB including, for the avoidance of doubt, the nominal
amount of the principal of the Loans assigned to the Company and any and all interest accrued thereon) on his Series D Preferred Shares (including on Shares which were converted into or are deemed to be Series D Preferred Shares), in each case plus
an amount representing 6 % p.a. IRR on the respective paid in total investment calculated as from and starting with the respective payment thereof to the Company, compounded quarterly in arrears, provided that with respect to the paid in total
investment on the former Series A Preferred Shares such IRR shall be calculated only as from and starting with 27 March 2007; and 


  
 29 









	(ii)	thereafter, the holders of Series D Preferred Shares shall receive any remaining funds on a pari passu basis with the holders of Common Shares on an as-if-converted basis. 


The total investment amount for former Series A Preferred Shares and Series B Preferred Shares issued to former silent partners (in the meaning of
§ 230 HGB) to be considered as a basis for the above liquidation preference and IRR shall be limited to EUR 500,000.00 each. 
 In the event
the return of capital to tbg out of the converted share position (Part D.4 of the Series B Investment Agreement) shall be less than EUR 1,750,000.00 for tbg, tbg will receive a minimum return. The minimum return is defined as the return
tbg would receive if tbg would have invested the amount of EUR 1,750,000.00 in Series B Preferred Shares up to a maximum return of EUR 1,750,000.00. The risk of fulfilling this downside protection shall be borne by the Series B investors
on a pro rata basis and covers the difference between the calculated actual returns for tbg based upon its converted share position (Part D.4 of the Series B Investment Agreement) and the minimum return. Annex 7 to the Shareholders’
Agreement contains an exemplary calculation. 
 If there are insufficient assets or proceeds to pay the liquidation preference amount to the holders of
Series D Preferred Shares in full, the amount available will be paid on a pro rata basis between the holders of Series D Preferred Shares in proportion to the maximum amounts the holders of Series D Preferred Shares would be entitled to if the
assets or proceeds were sufficient to pay the liquidation preference amount to the holders of Series D Preferred Shares in full. 
 The holders of Series D
Preferred Shares are entitled to the same preference with respect to sale proceeds in case of a sale of Shares in the course of a single or a partial sales transaction or a series of related transactions (in particular as a result of the exercise of
co-sale rights, drag along rights and rights of first refusal as described in the Shareholders’ Agreement, as amended by the 1st Amendment) or in case of a transformation of the Company except for conversions of the Company’s legal form of
organization.” 

  
 30 








 § 20 

KfW Participation Principles 
 The
“Beteiligungsgrundsätze zur Durchführung des ERP-Startfonds – Stand: 01/2011” attached as Annex 20 to this Agreement (the “KfW Participation Principles”) are the basis for the
participation of KfW in the Company. The Company hereby undertakes vis-à-vis KfW to adhere to the KfW Participation Principles. The KfW Participation Principles shall form an integral part of this Agreement, shall supplement this Agreement
and shall prevail over this Agreement in case of doubts. Notwithstanding the termination of this Agreement or the Shareholders’ Agreement, the KfW Participation Principles shall remain in force and shall be binding between the Parties as long
as KfW holds shares in the Company. The provisions of this § 20 can only be amended, waived or deleted with the consent of KfW. 

Section III 

Miscellaneous 
 § 21

 Other Agreements 
  

	(1)	§ 2 of the convertible bridge loan agreement dated 7 March 2012 shall be terminated and of no further force and effect. 


 

	(2)	 § 2 of the Loan Agreement shall be terminated and of no further force and effect, i.e. the Company shall not be entitled to draw down the
amount of EUR 300,000.00 not yet drawn down. For clarification purposes: The remaining provisions of the Loan 



  
 31 









	 	Agreement shall terminate and be of no further force and effect upon the effectiveness of the assignment to the Company of the principal amount of the Loan paid by the respective Lender to the Company and any and all
interest accrued thereon in accordance with § 5 (3) above. 

 § 22 

Final Provisions 
 Section J of the
Shareholders’ Agreement shall apply mutatis mutandis to this Agreement. 
 Ludwigshafen am Rhein, 24 September 2012 

 

					
	 /s/ Florian Fischer for Melvyn Little
	 	 	 	 /s/ Sandra Schmich

	(Prof. Dr. Melvyn Little)	 	 	 	(Deutsches Krebsforschungszentrum)
			
	 /s/ Florian Fischer for AGUTH Holding GmbH
	 	 	 	 /s/ Stefanie Wolff

	(AGUTH Holding GmbH)	 	 	 	(KfW)
			
	 /s/ Florian Fischer for tbg
	 	 	 	 /s/ Uwe Feuersenger

	(tbg Technologie-Beteiligungs-Gesellschaft mbH)	 	 	 	(SGR Sagittarius Holding AG)
			
	 /s/ Claudia Heisch
	 	 	 	 /s/ Florian Fischer for OrbiMed Associates III, LP

	(BioMed Invest I Ltd.)	 	 	 	(OrbiMed Associates III, LP)
			
	 /s/ Christine Arnold
	 	 	 	 /s/ Florian Fischer for LSP III Omni Investment

Coöperatief U.A.

	(Caduceus Private Investments III, LP)	 	 	 	(LSP III Omni Investment Coöperatief U.A.)
			
	 /s/ Stefan Mueller
	 	 	 	 /s/ Eugene Zhukovsky and Florian Fischer

	(Novo Nordisk A/S)	 	 	 	(Affimed Therapeutics AG, Management Board)
			
	 /s/ Thomas Hecht
	 		 	
	(Affimed Therapeutics AG, Supervisory Board)	 		 	


  
 32 








 Table of Annexes to the Investment Agreement Series D Round of Financing Affimed Therapeutics
AG, 
 Heidelberg, Germany dated 24 September 2012 
  

			
		
	 Annex P
	  	Shareholders’ Agreement
		
	 Annex 2.1 (vi)
	  	Revised Articles of Association
		
	 Annex 7
	  	Budget
		
	 Annex 20
	  	KfW Participation Principles


  
 33