EX-10.17



 Exhibit 10.17 

Term Facility Agreement 

USD 14,000,000 
 between

 Affimed Therapeutics AG 

and 
 PCOF 1, LLC 

 
 



 







 Table of Contents 
  

							
	 1.
	  	 DEFINITIONS AND INTERPRETATIONS
	  	 	1	  
	 2.
	  	 THE FACILITIES
	  	 	17	  
	 4.
	  	 CONDITIONS OF UTILISATION
	  	 	18	  
	 5.
	  	 UTILISATION
	  	 	19	  
	 6.
	  	 REPAYMENT
	  	 	20	  
	 7.
	  	 PREPAYMENT AND CANCELLATION
	  	 	20	  
	 8.
	  	 INTEREST
	  	 	23	  
	 9.
	  	 INTEREST PERIODS
	  	 	23	  
	 10.
	  	 FEES
	  	 	23	  
	 11.
	  	 TAX GROSS UP AND INDEMNITIES
	  	 	25	  
	 12.
	  	 INCREASED COSTS
	  	 	30	  
	 13.
	  	 OTHER INDEMNITIES
	  	 	31	  
	 14.
	  	 MITIGATION BY THE LENDER
	  	 	31	  
	 15.
	  	 COSTS AND EXPENSES
	  	 	32	  
	 16.
	  	 GUARANTEE AND INDEMNITY
	  	 	34	  
	 17.
	  	 REPRESENTATIONS
	  	 	38	  
	 18.
	  	 INFORMATION UNDERTAKINGS
	  	 	45	  
	 19.
	  	 FINANCIAL COVENANTS
	  	 	46	  
	 20.
	  	 GENERAL UNDERTAKINGS
	  	 	47	  
	 21.
	  	 EVENTS OF DEFAULT
	  	 	55	  
	 22.
	  	 CHANGES TO THE LENDER
	  	 	60	  
	 23.
	  	 CHANGES TO THE OBLIGORS
	  	 	63	  
	 24.
	  	 PAYMENT MECHANICS
	  	 	65	  
	 25.
	  	 SET-OFF
	  	 	65	  
	 26.
	  	 NOTICES
	  	 	65	  
	 27.
	  	 CALCULATIONS AND CERTIFICATES
	  	 	67	  
	 28.
	  	 PARTIAL INVALIDITY
	  	 	68	  
	 29.
	  	 REMEDIES AND WAIVERS
	  	 	68	  
	 30.
	  	 AMENDMENTS AND WAIVERS
	  	 	69	  
	 31.
	  	 CONFIDENTIALITY AND DISCLOSURE
	  	 	69	  
	 32.
	  	 GOVERNING LAW
	  	 	70	  
	 33.
	  	 ENFORCEMENT
	  	 	70	  
	 34.
	  	 CONCLUSION OF THIS AGREEMENT
(VERTRAGSSCHLUSS)
	  	 	70	  








 This facility agreement (the “Agreement”) is dated 24 July 2014 and made by and among: 

 

	(1)	Affimed Therapeutics AG, a stock corporation governed by German law (Aktiengesellschaft) having its corporate seat in Heidelberg, Germany and business address at Im Neuenheimer Feld 582, 69120 Heidelberg,
registered with the local court (Amtsgericht) of Mannheim under number HRB 336536; 

 - the
“Borrower” -  
 and 
  

	(2)	PCOF 1, LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022 


- the “ Lender” - 

Now and therefore the Parties agree as follows: 

SECTION 1 

INTERPRETATION 
  

	1.	DEFINITIONS AND INTERPRETATIONS 

  

	1.1	Definitions 

 In this Agreement: 

“AbCheck” means AbCheck s.r.o., a company organized under the laws of the Czech Republic and a wholly owned subsidiary of the
Borrower. 
 “Accession Letter” means a document substantially in the form set out in Schedule 10 (Form of Accession
Letter). 
 “Additional Guarantor” means a Guarantor which becomes an Additional Guarantor in accordance with
Clause 23 (Changes to the Obligors). 

  
 -1- 








 “Additional Obligor” means an Additional Borrower or an Additional Guarantor.

 “Affiliate” means in relation to any person, a Subsidiary of that person. 

“AFM11” means Borrower’s T-cell TandAb technology for treatment of certain CD19+ B-cell malignancies, currently in
clinical development for the treatment of non-Hodgkin Lymphoma. The patents related to AFM11 are listed in Schedule 12. 

“AFM13” means Borrower’s first-in-class NK-cell TandAb designed for treatment of certain CD30-positive (CD30+) B- and
T-cell malignancies, including Hodgkin Lymphoma. The patents related to AFM13 are listed in Schedule 13. 
 “Amphivena”
means Amphivena Therapeutics, Inc., a Delaware corporation and a minority shareholding of Borrower. 
 “Amphivena Agreement”
means the Amphivena Therapeutics, Inc., Series A-1 Preferred Stock Purchase Agreement dated July 11, 2013. 
 “Amphivena
Agreement Proceeds” means any cash proceeds generated under the Amphivena Agreement and received by the Borrower after the date of conclusion of this Agreement. 

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or
registration. 
 “Availability Period” means: 
  

	 	(a)	in relation to Facility A, the period from and including the date of this Agreement to and including December 31, 2015; and 

  

	 	(b)	in relation to Facility B, the period from and including November 1, 2014 to and including December 31, 2015. 


“Available Commitment” means, in relation to a Facility, the Lender’s Commitment under that Facility to the extent not
cancelled, reduced or transferred by it under this Agreement minus any outstanding Loans under that Facility; 
 “Available
Facility” means, in relation to a Facility, the aggregate for the time being of the Lender’s Available Commitment in respect of that Facility. 

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Frankfurt am
Main, Germany. 
 “BW” means Dutch Civil Code (Burgerlijk Wetboek). 

  
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 “Carve-out Agreement” means the agreements by and between the current
Shareholders, the Borrower and certain members of the management board, Supervisory Board and consultants of the Borrower that grant the beneficiaries a participation in the proceeds of an exit of the current Shareholders. 

“Cash” means any credit balance on any deposit, savings, current or other account, and any cash in hand, which is: 

 

	 	(a)	Freely withdrawable on demand; 

  

	 	(b)	Not subject to any Security (other than pursuant to any Security Document); 

  

	 	(c)	denominated and payable in freely transferable and freely convertible currency; and 

  

	 	(d)	capable of being remitted to the Borrower in Germany. 

 “Cash Report” means a
Cash status report for the Borrower to be delivered by the Borrower to the Lender in accordance with Clause 18.3 showing that the Cash of the Borrower has been at any time during the preceding month minimum USD 2,000,000.00 and in the form
as set out in Schedule 4. 
 “Commitment” means a Facility A Commitment or Facility B Commitment. 

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which
would with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing be an Event of Default. 

“Dutch Guarantor” means any entity governed by Dutch law in which the Shareholders contribute all their shares in the Borrower
and all shares of which are after the contribution and prior to the IPO, held by the Shareholders. 
 “Dutch Warrants” means
any Warrants regarding the shares in the Dutch Guarantor with terms and conditions substantially in the form as attached hereto in Schedule 7. 

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default). 

“Facility” means Facility A or Facility B. 

“Facility A” means the term loan facility made available under this Agreement as described in Clause 2 (The
Facilities). 

  
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 “Facility A Commitment” means an amount of USD 5,500,000.00. 

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of
that loan. 
 “Facility B” means the term loan facility made available under this Agreement as described in Clause 2
(The Facilities). 
 “Facility B Commitment” means 

 

	 	(a)	subject to the completion of the IPO , an amount of USD 8,500,000.00 or 

  

	 	(b)	if and for as long as the IPO has not been completed, the lower amount of 

  

	 	(1)	USD 8,500,00.00 or 

  

	 	(2)	the amount of all New Equity Investments plus (i) the amount of Amphivena Agreement Proceeds and (ii) the amount of New Business Development Transactions Proceeds,, 


to the extent not cancelled, reduced or transferred under this Agreement. 

If the IPO has not been completed on the beginning of the Availability Period for Facility B, the amount of the Facility B Commitment shall be
determined on the beginning of the Availability Period for Facility B and subsequently any time upon the reasonable request of a Party. For the purpose of determining the amount of the Facility B Commitment, the Borrower shall provide to the Lender
either (i) evidence of the completion of the IPO (which shall be satisfied by a press release to this effect) or (ii) a calculation of the aggregate amount of and reasonable documentary proof on the receipt of the Amphivena Agreement
Proceeds, the amount of any New Equity Investment and the New Business Development Transactions Proceeds, each certified by the members of the management board of the Borrower. If the IPO has not been completed at the time of determination, the
Lender shall confirm the amount of the Facility B Commitment no later than seven (7) Business Days after the above mentioned documents have been duly submitted to it. The Lender may only withhold the confirmation of or deviate from the
amount of the Borrower’s calculation of the amount of the Facility B Commitment if, subject to the Lender acting reasonably, the calculation of the Facility B Commitment amount as submitted by the Borrower is incorrect or not
sufficiently evidenced by the documentation submitted. 
 “Facility B Loan” means a loan made or to be made under Facility B
or the principal amount outstanding for the time being of that loan. 

  
 -4- 








 “Finance Document” means this Agreement, any Fee Letter, any Accession Letter
and any other document designated as such by the Lender and the Borrower or any member of the Group. 
 “Financial
Indebtedness” means any indebtedness for or in respect of: 
  

	 	(a)	moneys borrowed; 

  

	 	(b)	any amount raised by acceptance credit facility or dematerialised equivalent; 

  

	 	(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, commercial papers, debentures, loan stock or any similar instrument; 


 

	 	(d)	the amount of any liability in respect of any lease contract which would, in accordance with GAAP, be treated as a finance or capital lease; 


 

	 	(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); 

  

	 	(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;


  

	 	(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market
value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account); 

  

	 	(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and 


 

	 	(i)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above. 


“First Utilisation Date” means the date of the first Utilisation of Facility A, being the date on which the first
Facility A Loan is to be made. 
 “GAAP” means generally accepted accounting principles in German Commercial Code
(Handelsgesetzbuch), including IFRS. 

  
 -5- 








 “German Warrants” means any Warrants regarding the shares in the Borrower with
terms and conditions substantially as agreed upon in the outline of terms and conditions of the warrant bond attached hereto as Schedule 8. 

“Group” means the Borrower and its Subsidiaries for the time being and, following the Pre-IPO-Reorganization Date, the Dutch
Guarantor and its Subsidiaries after its accession to this Agreement. 
 “Group Structure Chart” means a structure chart of
the Group as attached hereto as Schedule 5 and as amended from time to time. 
 “Guarantor” means the Dutch Guarantor
which becomes an Additional Guarantor after the Pre-IPO-Reorganization Date in accordance with Clause 23 (Changes to the Obligors) or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 23
(Changes to the Obligors). 
 “Intellectual Property” means all trademarks, service marks, trade names, domain names,
logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, topography rights, database rights, rights in confidential information and Know-how, and any associated or similar rights anywhere in the world, which it now
or in the future owns or (to the extent of its interest) in which it now or in the future has an interest (in each case whether registered or unregistered and including any related licences and sub-licences of the same granted by it or to it,
applications and rights to apply for the same). 
 “Interest Period” means, in relation to a Loan, each period determined in
accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest). 

“IPO” means the initial public offering of shares in the Dutch Guarantor following the Pre-IPO-Reorganization by which the
Dutch Guarantor raises at least an amount of USD 20,000,000.00. 
 “Joint Venture” means any joint venture, whether a
company, unincorporated firm, undertaking, joint venture, association, partnership or any other entity. 
 “Know-how” means
any information and materials, whether proprietary or not and whether patentable or not, including without limitation ideas, concepts, inventions, data, formulas, methods, protocols, procedures, knowledge, trade secrets, processes, assays, skills,
experience, techniques, designs, compositions, plans, documents, results of experimentation or testing, including without limitation, pharmacological, toxicological, and pre-clinical and clinical test data and analytical and quality control data,
improvements, discoveries, works of authorship, compounds, biological materials and reagents. 

  
 -6- 








 “Lender” means: 

 

	 	(a)	the Lender; and 

  

	 	(b)	any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 22 (Changes to the Lenders), 


which in each case has not ceased to be a Party in accordance with the terms of this Agreement. 

“LIBOR” means, in relation to any Loan the applicable Screen Rate at 12:00 p.m. on the Quotation Day for the currency
of that Loan and for a period equal in length to the Interest Period of that Loan and, if that rate is less than one per cent, LIBOR shall be deemed to be one per cent. 

“Liquidity Amount” means the aggregate amount of any Cash held by the Borrower. 

“LLS Interruption License” means the exclusive license on AFM13 the Borrower has granted to the Leukemia & Lymphoma
Society which becomes only effective if the Borrower has ceased or ceased commercially reasonable efforts with respect to research, development and commercialization of all AFM13 products. Pursuant to the Agreement between the Borrower and the
Leukemia & Lymphoma Society dated on August 26, 2013 and amended on April 29, 2014 this LLS Interruption License can be cured within a maximum of 360 days. As an alternative to this license the Borrower may elect to make a payment
to the Leukemia & Lymphoma Society. 
 “Loan” means a Facility A Loan or a Facility B Loan. 

“Margin” means nine per cent (9%) per annum. 

“Material Adverse Effect” means material adverse change in the business, financial performance, operations, condition
(financial or otherwise), assets or prospects of the Borrower and its Subsidiaries, taken as a whole, which results in a material impairment of the prospect of repayment of any portion of the Loans. 

“Maturity Date” means the date on the fourth (4th) anniversary of
the First Utilization Date. 
 “Month” means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that: 
  

	 	(a)	(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is
one, or if there is not, on the immediately preceding Business Day; and 


  
 -7- 









	 	(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and 


 

	 	(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. 


The above rules will only apply to the last Month of any period. 

“New Business Development Transactions” means any transaction with a reputable pharmaceutical or biotechnology company in
which the Borrower licenses its own technology for clinical development, provided that such transaction is (i) approved by the management board of the Borrower, (ii) conducted in the ordinary course of business and (iii) based on
commercially reasonable terms for fair value and excluding proceeds from the Amphivena Agreement. 
 “New Business Development
Transactions Proceeds” means any cash proceeds generated under New Business Development Transactions and received by the Borrower after the date of conclusion of this Agreement. 

“New Equity Investment” means any equity investment into the Borrower. 

“New Lender” has the meaning given to that term in Clause 22 (Changes to the Lenders). 

“Obligor” means the Borrower or a Guarantor. 

“Original Financial Statements” means in relation to the Borrower, its audited unconsolidated financial statements and the
audited consolidated financial statements of the Group for the financial year ended December 31, 2013. 
 “Party” means
a party to this Agreement. 
 “Permitted Financial Indebtedness” means: 

 

	 	(a)	any Financial Indebtedness arising under any Finance Document; 

  

	 	(b)	any Financial Indebtedness arising under a Permitted Loan or a Permitted Guarantee; 

  

	 	(c)	any Financial Indebtedness arising under a Permitted Hedging Transaction; 


  
 -8- 









	 	(d)	any Financial Indebtedness arising under a declaration of joint and several liability used for the purpose of section 2:403 BW (and any residual liability under such declaration arising pursuant to section 2:404(2) BW);


 any Financial Indebtedness existing as of the date hereof. “Permitted Guarantee”
means: 
  

	 	(a)	any guarantee arising under the Finance Documents; 

  

	 	(b)	any guarantee issued by a member of the Group which is not an Obligor in respect of the Financial Indebtedness of another member of the Group which is not an Obligor; 


 

	 	(c)	any guarantee issued by a member of the Group which is not an Obligor in respect of the Financial Indebtedness of an Obligor; 

  

	 	(d)	any guarantee issued by a member of the Group on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; 


 

	 	(e)	any customary indemnity in relation to a Permitted Hedging Transaction; 

  

	 	(f)	any guarantee in respect of a netting or set-off arrangement entered into by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances for members of
the Group, provided that the arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and the arrangement does not give rise to Security or Quasi Security
over the assets of Obligors in support of liabilities of members of the Group which are not Obligors; 

  

	 	(g)	any liability arising under a declaration of joint and several liability used for the purpose of section 2:403 BW (and any residual liability under such declaration arising pursuant to section 2:404(2) BW);


  

	 	(h)	any liability arising as a result of two or more members of the Group being part of a fiscal unity (fiscale eenheid) for Dutch Tax purposes; 


 

	 	(i)	any guarantee not falling within paragraphs (a) to (h) above where the aggregate liability (whether actual or contingent) of members of the Group under all such guarantees does not, at any time, exceed
USD 50,000.00 (or its equivalent in another currency or currencies). 

 “Permitted Hedging
Transaction” means any derivative transaction to hedge actual or projected interest or currency exposures arising in the ordinary course of trading of a member of the Group and not for speculative purposes. 

  
 -9- 








 “Permitted Joint Venture” means a Joint Venture where each of the following
criteria applies: 
  

	 	(a)	no Event of Default is continuing on the date of the acquisition of or investment in the Joint Venture or would occur as a result of the acquisition of or investment in a Joint Venture; 


 

	 	(b)	the Joint Venture is incorporated or established, and carries on its principal business, in a member state of the OECD; 

  

	 	(c)	the Joint Venture carries on, or is, a business substantially the same as that carried on by the Borrower; 

  

	 	(d)	any investment and/or acquisition cost borne by any Member of the Group in connection with the setting up of a Joint Venture shall only consist of a license on Intellectual Property of a Member of the Group, provided
however the terms and conditions of such license are commercially reasonable and within the ordinary course of business, and save for cash amounts invested in or paid to acquire any share or interest in, or lent to or the actual or contingent
liability under any guarantee which in the aggregate do not in any financial year exceed the sum of USD 250,000.00 (or its equivalent in another currency or currencies); 


 

	 	(e)	the Joint Venture does not have any material contingent off-balance sheet, environmental, litigation or other liability save to the extent for which adequate reserves are being maintained in accordance with GAAP in
respect of which the relevant vendor (if any) has indemnified that member of the Group; 

  

	 	(f)	any cash proceeds resulting from the Joint Venture are pledged to the Lender. 


“Permitted Loan” means: 
  

	 	(a)	any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities; 


 

	 	(b)	a loan made by a member of the Group to another member of the Group prior to the date hereof; or 

  

	 	(c)	a loan made by an Obligor to another Obligor provided that a loan made by the Borrower to an Obligor incorporated in a jurisdiction other than Germany does not exceed an amount of USD 1,000,000.00 in aggregate (or
its equivalent in another currency or currencies); 


  
 -10- 









	 	(d)	a loan made by a member of the Group in the ordinary course of business to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and
directors by members of the Group does not at any time exceed USD 100,000.00 (or its equivalent in another currency or currencies); 

  

	 	(e)	a loan made by an Obligor to another member of the Group which is not an Obligor provided that the aggregate principal amount of all such loans outstanding at any time does not exceed USD 1,000,000.00;


  

	 	(f)	any loan not falling within paragraphs (a) to (e) above the aggregate principal amount of which at any time does not, when aggregated with the aggregate principal amount of the Financial Indebtedness under any
such loans exceed USD 250,000.00 (or its equivalent in another currency or currencies). 

 “Prepaid Amount”
means any amount in USD which is prepaid in accordance to Clause 7.3. 
 “Prepayment Date” means the date on which the
Prepaid Amount is transferred to the Lender. 
 “Pre-IPO-Reorganization” means the contribution and transfer by the
Shareholders of all their shares in the Borrower to the Dutch Guarantor in exchange for shares in the Dutch Guarantor upon the completion of which the Dutch Guarantor is the sole shareholder of the Borrower (except for the Borrower holding shares in
itself) and the Shareholders are the sole shareholders in the Dutch Guarantor. 
 “Pre-IPO-Reorganization Date” means the
date on which the Pre-IPO-Reorganization becomes effective. 
 “Proprietary Information” means the information created,
transferred, disclosed, recorded or employed as part of, or otherwise resulting from the activities undertaken pursuant to this Agreement and/or Schedules hereto which constitutes the confidential, proprietary or trade secret information of the
disclosing Party. Such information may be of, but not limited to, a business, organizational, technical, financial, marketing, operational, regulatory or sales nature and shall include, without limitation, any and all source codes and information
relating to services, methods of operation, price lists, customer lists, technology, designs, specifications or other proprietary information of the business or affairs of a Party, its parent, or its affiliated and subsidiary companies. Proprietary
Information may either be in a written or oral form. 

  
 -11- 








 “Qualifying Lender” has the meaning given to it in Clause 11 (Tax
gross-up and indemnities). 
 “Quotation Day” means, in relation to any period for which an interest rate is to be
determined two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Lender in accordance with
market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days). 

“Relevant Interbank Market” means in relation to any US-Dollar, the London interbank market. 

“Relevant Liquidity Period” means the monthly period with respect to which the relevant monthly Cash Report has to be
delivered pursuant to Clause 18.3. 
 “Repeated Representations” means each of the representations set out in
Clause 17. 
 “Representative” means any delegate, Lender, manager, administrator, nominee, attorney, trustee or
custodian. 
 “Restricted Person” means  

 

	 	(a)	any Shareholder; 

  

	 	(b)	any shareholder of the Dutch Guarantor; 

  

	 	(c)	any managing director or other board member or employee of a Member of the Group; 

  

	 	(d)	any joint venture, consortium, partnership or similar arrangement of which any person described in paragraph (a) to (c) above is a member; and 


 

	 	(e)	any Affiliate of any person described in paragraph (a) to (c) above except for the Borrower, its Subsidiaries and the Dutch Guarantor. 


“Screen Rate” means in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration
Limited (or any other person which takes over the administration of that rate) for the relevant currency and period as displayed on pages US0001M Index Screen (or any replacement of such page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of US0001M Index Screen. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after
consultation with the Borrower. 

  
 -12- 








 “Security” means a mortgage, land charge, charge, pledge, lien, assignment or
transfer for security purposes, retention of title arrangement or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. 

“Security Documents” means any other security document that may at the time be given as security pursuant to or in connection
with any other Finance Document. 
 “Shareholders” means all shareholders of the Borrower except for the Borrower itself
holding shares in itself. 
 “Shareholders’ Agreement” means any agreement between Shareholders regarding their
Shareholding in the Borrower. 
 “Subsidiary” means a subsidiary within the meaning of sections 15 - 17 Stock Corporation
Act (Aktiengesetz). 
 “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), including (without prejudice to the generality of the foregoing) any taxes (Steuern) and charges accessory to taxes
(steuerliche Nebenleistungen) respectively within the meaning of Section 3 of the German General Tax Code (Abgabenordnung). 

“Total Commitments” means the aggregate of the Facility A Commitment and the Facility B Commitment, being
USD 14,000,000.00 at the date of this Agreement. 
 “Transfer Certificate” means a certificate substantially in the
form set out in Schedule 9 (Form of Transfer Certificate) or any other form agreed between the Lender and the Borrower. 

“Transfer Date” means, in relation to an assignment and transfer by way of assumption of contract
(Vertragsübernahme) pursuant to Clause 22.3 (Procedure for assignment and transfer by way of assumption of contract (Vertragsübernahme)), the later of: 

 

	 	(a)	the proposed Transfer Date specified in the Transfer Certificate; and 

  

	 	(b)	the date on which the Lender executes the Transfer Certificate. 


  
 -13- 








 “Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the
Finance Documents. 
 “US” means the United States of America. 

“Utilisation” means a utilisation of a Facility. 

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made. 

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 2 (Requests). 

“VAT” means: 
  

	 	(a)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and 


 

	 	(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.


 “Warrant” means the right to subscribe the underlying stock of the issuing company at a fixed exercise
price until the expiry date. 
 “2007 Stock Option Plan” means the “Stock Option Equity Incentive Plan 2007” which
has been implemented on the basis of a resolution of the general meeting of the Borrower dated March 27, 2007, allowing the Borrower to grant stock options to the members of the board of directors as well as employees. 

 

	1.2	Construction 

  

	 	1.2.1	Unless a contrary indication appears, any reference in this Agreement to: 

  

	 	(a)	the “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its
rights and/or obligations under the Finance Documents; 

  

	 	(b)	“assets” includes present and future properties, revenues and rights of every description; 

  

	 	(c)	“director” includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in
relation to a person incorporated or established in Germany, a managing director (Geschäftsführer) or member of the board of directors (Vorstand); 


  
 -14- 









	 	(d)	a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;


  

	 	(e)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; 


 

	 	(f)	a “person” includes any individual, firm, Borrower, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not
having separate legal personality); 

  

	 	(g)	a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency,
department or of any regulatory, self-regulatory or other authority or organisation; 

  

	 	(h)	a provision of law is a reference to that provision as amended or re-enacted; and 

  

	 	(i)	a time of day is a reference to Frankfurt am Main, Germany time. 

  

	 	1.2.2	Section, Clause and Schedule headings are for ease of reference only. 

  

	 	1.2.3	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this
Agreement. 

  

	 	1.2.4	A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived. 


 

	1.3	Dutch Terms 

  

	 	1.3.1	In this Agreement, where it relates to a Dutch entity, a reference to: 

  

	 	(a)	unless a contrary indication appears, a “director”, in relation to a Dutch Obligor, means a managing director (bestuurder) and “board of directors” means its managing board
(bestuur); 


  
 -15- 









	 	(b)	a “necessary action to authorise” where applicable, includes without limitation any action required to comply with the Dutch Works Councils Act (Wet op de ondernemingsraden); and


  

	 	(c)	“Security” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), any right to
reclaim goods (recht van reclame) and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht); 


 

	 	(d)	a “winding-up”, “administration” or “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);


  

	 	(e)	a “moratorium” includes surseance van betaling and “a moratorium is declared” or “occurs” includes surseance verleend; 


 

	 	(f)	any “step” or “procedure” taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Dutch 1990 Tax Collection Act
(Invorderingswet 1990) (whether or not pursuant to section 60 of the Act on the Financing of Social Insurances (Wet financiering sociale verzekeringen)); 


 

	 	(g)	a “liquidator” includes a curator; 

  

	 	(h)	an “administrator” includes a bewindvoerder; and 

  

	 	(i)	an “attachment” includes a beslag. 

  

	1.4	Currency symbols and definitions 

 “$”, “USD” and
“dollars” denote the lawful currency of the United States of America. 
 This Agreement is made in the English language. For
the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of
such word or phrase shall prevail. 

  
 -16- 








 SECTION 2 

THE FACILITIES 
  

	2.	THE FACILITIES 

  

	2.1	The Facilities 

 Subject to the terms of this Agreement, the Lender shall make available to the
Borrower: 
  

	 	2.1.1	a term loan facility in an aggregate amount equal to the Facility A Commitment; and 

  

	 	2.1.2	a term loan facility in an aggregate amount equal to the Facility B Commitment. 

  

	2.2	Deduction for the Warrants 

  

	 	2.2.1	The disbursed amount under Facility A shall be reduced by a holdback of an amount equal to USD 935,000.00 (converted to EUR according to the final quotation (Schlusskurs) of the Frankfurt am Main stock
exchange on the day of execution of this Agreement) divided by 30.8861. If the Dutch Warrants are issued, the amount held back shall be disbursed to the Borrower. If the German Warrants are issued for a nominal amount less than the amount held back,
the difference shall be disbursed to the Borrower. 

  

	 	2.2.2	If German Warrants are issued in order to fulfil the conditions precedent with respect to Facility B, the disbursed amount under Facility B shall be reduced by a holdback in the nominal amount of the German
Warrants issued minus the amount already held back with respect to Facility A. If the Dutch Warrants are issued, no deduction shall be made and any amount held back shall be disbursed to the Borrower. 


 

	3.	PURPOSE 

  

	3.1	Purpose 

 The Borrower shall apply all amounts borrowed by it under the Facility towards its
general corporate purposes. 

  
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	3.2	Monitoring 

 The Lender is not bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement. 
  

	4.	CONDITIONS OF UTILISATION 

  

	4.1	Initial conditions precedent 

  

	 	4.1.1	The Borrower may not deliver an Utilisation Request regarding Facility A unless the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) Part I (Conditions
precedent Facility A) in form and substance reasonably satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied. For the avoidance of doubt, the Borrower shall procure that the Lender receives as soon as
practical after the execution of this Agreement all of the documents and other evidence listed in Schedule 1 (Conditions precedent) Part I (Conditions precedent Facility A) in form and substance reasonably satisfactory to the Lender and shall
then, without undue delay draw the Facility A Loan. 

  

	 	4.1.2	The Borrower may not deliver an Utilisation Request regarding Facility B unless (i) the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) Part II
(Conditions precedent Facility B) in form and substance reasonably satisfactory to the Lender and (ii) in case the IPO has not been completed prior to the beginning of the Availability Period for Facility B, the Amount of the Facility B
Commitment has been determined. 

  

	4.2	Maximum number of Loans 

 The Borrower may not deliver a Utilisation Request if as a result of
the proposed Utilisation four or more Facility B Loans would be outstanding. 

  
 -18- 








 SECTION 3 

UTILISATION 
  

	5.	UTILISATION 

  

	5.1	Delivery of a Utilisation Request 

 The Borrower may utilise a Facility by delivery to the
Lender of a duly completed Utilisation Request. 
  

	5.2	Completion of a Utilisation Request 

  

	 	5.2.1	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: 

  

	 	(a)	it identifies the Facility to be utilised; 

  

	 	(b)	the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility; 

  

	 	(c)	the currency and amount of the Utilisation comply with Clause 5.3 (Amount); and 

  

	 	(d)	the proposed Interest Period complies with Clause 9 (Interest Periods). 

  

	 	5.2.2	Only one Loan may be requested in each Utilisation Request. 

  

	5.3	Amount 

 The amount of the proposed Loan must be a minimum of USD 5,500,000.00 for Facility A
and USD 2,000,000.00 for Facility B or in either case, if less, the Available Facility. For the purpose of this Clause 5.3 (Amount), Clause 2.2 (Deduction for the Warrants) shall be disregarded. 

 

	5.4	Cancellation of Commitment 

  

	 	5.4.1	The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A. 


 

	 	5.4.2	The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B. 


  
 -19- 








 SECTION 4 

REPAYMENT, PREPAYMENT AND CANCELLATION 
  

	6.	REPAYMENT 

  

	6.1	Repayment of Facility A Loans 

 The Borrower shall repay the Facility A Loans in monthly
instalments in the amount of USD 200,000.00, the first time the 21st month following the First Utilisation Date and the last time the 47th month following the First Utilisation Date. The remaining outstanding balance of the Facility A Loan
shall be repaid 48 months after the First Utilisation Date. 
 The Borrower may not re-borrow any part of the Facility A which is repaid.

  

	6.2	Repayment of Facility B Loans 

 The Borrower shall repay the Facility B Loans on the Maturity
Date together with all interest accrued and outstanding. The Borrower may not re-borrow any part of the Facility B which is repaid. 
  

	7.	PREPAYMENT AND CANCELLATION 

  

	7.1	Illegality 

 If, in any applicable jurisdiction, it becomes unlawful for the Lender to perform
any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan upon the Lender notifying the Borrower, each Available Commitment of the Lender will be immediately cancelled. 

 

	7.2	Change of control 

  

	 	7.2.1	If at any time any shareholder of the Borrower gains control of the Borrower, other than by the Pre-IPO-Reorganization: 

  

	 	(a)	the Borrower shall promptly notify the Lender upon becoming aware of that event; 

  

	 	(b)	the Total Commitments will be cancelled and all such outstanding amounts will become due and payable within twenty (20) Business Days from the date of such control occurring. 


  
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	 	7.2.2	If any shareholder of the Dutch Guarantor gains control of the Dutch Guarantor after the Pre-IPO-Reorganization Date: 

  

	 	(a)	the Borrower and the Dutch Guarantor shall promptly notify the Lender upon becoming aware of that event; 

  

	 	(b)	the Total Commitments will be cancelled and all such outstanding amounts will become due and payable within twenty (20) Business Days from the date of such control occurring. 


 

	 	7.2.3	For the purpose of paragraph (a) above, control shall mean any shareholder of the Borrower or the Dutch Guarantor (i) owning (directly or indirectly) more than 50% of the voting rights and issued share capital
of the Borrower on a fully diluted or non-diluted basis and/or (ii) controlling the composition of the majority of the board of directors or the supervisory board or equivalent management body of the Borrower. 


 

	7.3	Voluntary prepayment of Facility Loans 

 The Borrower to which a Facility Loan has been made
may, if it gives the Lender not less than 5 Business Days’ (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of any Facility Loan. 

 

	7.4	Early Prepayment Fee 

 In the case of any prepayment of the Facility, the Borrower shall pay a
fee (“Early Prepayment Fee”) depending of the Prepayment Date as follows: 
  

			
	 Prepayment Period
	  	 Prepaid Fee

	In the period from 1 month after the First Utilisation Date to 12 months after the First Utilisation Date	  	Five per cent (5%) of the Prepaid Amount
		
	In the period from 13 months after the First Utilisation Date to 24 months after the First Utilisation Date	  	Three per cent (3%) of the Prepaid Amount
		
	In the period from 25 months after the First Utilisation Date to 35 months after the First Utilisation Date	  	Two per cent (2%) of the Prepaid Amount
		
	In the period from 36 months after the First Utilisation Date to Maturity Date	  	One per cent (1%) of the Prepaid Amount


  
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	7.5	Restrictions 

  

	 	7.5.1	Any prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment
is to be made and the amount of that cancellation or prepayment. 

  

	 	7.5.2	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and the Prepayment Fee. 

  

	 	7.5.3	The Borrower may not reborrow any part of the Facility which is prepaid. 

  

	 	7.5.4	Without limiting paragraph 7.3 above, the Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in
this Agreement. 

  

	 	7.5.5	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. 

  

	7.6	Application of prepayments 

 Any prepayment shall be applied in the following order: 

 

	 	7.6.1	first, in payment of any costs or expenses due to the Lender under the Finance Documents including; then 

  

	 	7.6.2	secondly, in prepayment of any accrued interest; then 

  

	 	7.6.3	thirdly, in payment of the Prepayment Fee; then 

  

	 	7.6.4	fourthly, in repayment of Loans outstanding under the Facility. 

 For the avoidance of doubt, no
further interest shall accrue with respect to any part of the Loans that has been prepaid. 

  
 -22- 








 SECTION 5 

COSTS OF UTILISATION 
  

	8.	INTEREST 

  

	8.1	Calculation of interest 

 Loans outstanding under the Facility will accrue interest at an annual
rate equal to the Margin plus the LIBOR. 
  

	8.2	Payment of interest 

 The Borrower shall pay accrued interest on that Loan on the last day of
each Interest Period. 
  

	8.3	Default interest 

 If an Event of Default occurs, interest shall accrue in the period from and
including the date from this occurrence of the Event of Default to the end of the occurrence of this Event of Default (whether waived or remedied) at a rate which is three per cent (3%) per annum higher than the rate which would have been
payable. 
  

	9.	INTEREST PERIODS 

  

	9.1	Each Interest Period will, subject to this Clause 9, have a duration of one (1) Month. 

  

	9.2	An Interest Period for a Loan shall not extend beyond the Maturity Date applicable to its Facility. 

  

	9.3	Each Interest Period shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period. 

  

	10.	FEES 

  

	10.1	Commitment fee 

  

	 	10.1.1	Beginning on November 1, 2014, the Borrower shall pay to the Lender a fee of one per cent (1%) per annum on that Lender’s Available Commitment. For the avoidance of doubt, no commitment fee shall apply
after December 31, 2015. 


  
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	10.2	Arrangement fee 

  

	 	10.2.1	The Borrower shall pay to the Lender an arrangement fee in the amount of two per cent (2%) of the Facility A upon the first utilisation of Facility A. 


 

	 	10.2.2	The Borrower shall pay to the Lender an arrangement fee in the amount of two per cent (2%) of each Loan under Facility B upon Utilisation of the respective Loan. 


 

	 	10.2.3	The arrangement fees pursuant to this Clause 10.2 shall be deducted from the disbursement of the relevant Loans. 

  

	10.3	Each fee under this Clause will be non-refundable when it is paid by the Borrower. 


  
 -24- 








 SECTION 6 

ADDITIONAL PAYMENT OBLIGATIONS 
  

	11.	TAX GROSS UP AND INDEMNITIES 

  

	11.1	Definitions 

  

	 	11.1.1	In this Agreement: 

 “Protected Party” means a Lender, any beneficial owner
and (if the Lender is an estate, trust, nominee, fund, partnership, limited liability company, corporation or other person) any direct and indirect fiduciary, settlor, beneficiary, partner of, member, shareholder or other related person of the
relevant Lender, which is or will be subject to any liability, or required to make any payment, for or on account of any current or future Tax in relation to a sum or benefit received or receivable (or any sum or benefit deemed for the purposes of
Tax to be received or receivable) under a Finance Document. 
 “Qualifying Lender” means a Lender which, in respect of
interest payable by the Borrower, is: 
  

	 	(i)	(other than by virtue of a Treaty) able to receive such interest without a Tax Deduction being imposed by the law of Germany; or 

  

	 	(ii)	a Treaty Lender. 

 “Tax Credit” means a credit against, relief or remission
for, or repayment of any Tax. 
 “Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under or with respect to a Finance Document. 
 “Tax Payment” means either the increase in a payment made by an Obligor to
a Lender under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity). 
 “Treaty
Lender” means a Lender: 
  

	 	(iii)	(A) which (for the purposes of the Treaty) is treated by the Source State as a resident of a Treaty State by which any interest under or in connection with a Finance Document is (considered to be) derived and
beneficially owned, or 

 (B) whose direct and indirect fiduciaries, settlors, beneficiaries, partners, members, shareholders
or other related persons by which 

  
 -25- 








 
any interest under or in connection with a Finance Document is (considered to be) derived and beneficially owned (for the purposes of the Treaty), are all treated by the Source State as residents
of a Treaty State (for the purposes of the Treaty); and 
  

	 	(iv)	which also satisfies or, in case of (i)(B) above, whose related persons all satisfy any other conditions specified in the Treaty for the obtaining of the Treaty Benefit (including without limitation that such resident
does not carry on a business in the jurisdiction in which the Obligor is resident for tax purposes through a permanent establishment with which that Lender’s participation in the Loan is effectively connected (i.e. the debt claim, in respect of
which the interest is paid, forms part of the business property of such permanent establishment) and that such resident must be a “qualified person” as often defined in the Treaty). 


“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the jurisdiction in
which the Borrower is treated as resident for tax purposes (the “Source State”) which makes provision for full exemption for taxes on income imposed by such jurisdiction on interest payable by the Borrower to the Lender (the
“Treaty Benefit”). 
 Unless a contrary indication appears, in this Clause 11 a reference to
“determines” or “determined” means a determination made in the absolute discretion of the person making the determination. 
  

	11.2	Tax gross-up 

  

	 	11.2.1	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. 

  

	 	11.2.2	Each Obligor shall promptly upon becoming aware that an Obligor (or any disbursing agent or other person or body) must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify the Lender accordingly and state the estimated amount of the Tax Payment such Obligor must make. 

  

	 	11.2.3	If a Tax Deduction is required by law to be made by an Obligor (or any disbursing agent or other person or body), the amount of the payment due from that Obligor shall be increased to an amount which (after making any
Tax Deduction, including any Tax Deduction from such increased amount) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. 


  
 -26- 









	 	11.2.4	If an Obligor (or any disbursing agent or other person or body) is required to make a Tax Deduction, that Obligor (or any disbursing agent or other person or body) shall make that Tax Deduction and any payment required
in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. 

  

	 	11.2.5	Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender entitled to the payment documentation
and evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 


 

	11.3	Tax indemnity 

  

	 	11.3.1	The Borrower shall (within three Business Days of demand by the Lender) pay to a Protected Party an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a Finance Document. 

  

	 	11.3.2	Clause 11.3.1 above shall not apply: 

  

	 	(a)	with respect to any Tax assessed on a Lender: 

  

	 	(i)	under the law of the jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes, excluding however any Tax
assessed under such law on a Tax Payment; or 

  

	 	(ii)	under the law of the jurisdiction in which that Lender carries on a business through a permanent establishment with which that Lender’s participation in the Loan is effectively connected, excluding however any Tax
assessed under such law on a Tax Payment, 

 if that Tax is imposed on or calculated by reference to the net income received
or receivable (but not any sum deemed to be received or receivable) by that Lender; or 
  

	 	(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clause 11.2 (Tax gross-up). 


  
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	11.4	Tax Credit 

 If an Obligor makes a Tax Payment and the relevant Lender determines that: 

 

	 	11.4.1	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and 


 

	 	11.4.2	that Lender has obtained and utilised that Tax Credit, 

 the Lender shall pay an amount to the
Obligor which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. 

 

	11.5	Stamp taxes 

 The Borrower shall pay and, within three Business Days of demand, indemnify each
Lender against any cost, loss or liability that Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document. 
  

	11.6	VAT 

  

	 	11.6.1	All amounts set out or expressed to be payable under a Finance Document by any Party to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any
VAT which is chargeable on that supply, and accordingly, subject to Clause 11.6.2 below, if VAT is or becomes chargeable on any supply made by any Lender to any Party under a Finance Document and such Lender is required to account to the relevant
tax authority for the VAT, that Party must pay to such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT
invoice to that Party). 

  

	 	11.6.2	If VAT is or becomes chargeable on any supply made by any Lender (the “Supplier”) to any other Lender (the “Recipient”) under a Finance Document, and any Party other than the Recipient
(the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of
that consideration): 

  

	 	(a)	 (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay




  
 -28- 









	 	
to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the
Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and 


 

	 	(b)	(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT
chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. 


 

	 	11.6.3	Where a Finance Document requires any Party to reimburse or indemnify a Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or
expense, including such part thereof as represents VAT, save to the extent that such Lender determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 


 

	 	11.6.4	In relation to any supply made by a Lender to any Party under a Finance Document, if reasonably requested by such Lender, that Party must promptly provide such Lender with details of that Party’s VAT registration
and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. 

  

	 	11.6.5	If the supply under this agreement is VAT-exempted, the Lender or any other Party will not opt for a VAT-taxable supply. 

  

	11.7	Statute of limitation 

 Any claims under this Clause 11 shall become time-barred
(verjähren) six (6) months after the final and formally non-appealable assessment (formelle und materielle Bestandskraft) of the respective Tax. 

  
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	12.	INCREASED COSTS 

  

	12.1	Increased costs 

  

	 	12.1.1	Subject to Clause 12.2 (Exceptions) and Clause 12.3 (Termination Right) the Borrower shall, within five (5) Business Days of a demand by the Lender (which must including a calculation of the Increased
Costs and documents evidencing the Increased Costs) pay for the account of the Lender the amount of any Increased Costs incurred by that Lender or any of its Affiliates as a result of (i) the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation or (ii) compliance with any new law or regulation made after the date of this Agreement. 


 

	 	12.1.2	In this Agreement “Increased Costs” means: 

  

	 	(a)	a reduction in the rate of return from a Facility or on a Lender’s (or its Affiliate’s) overall capital; 

  

	 	(b)	an additional or increased cost; or 

  

	 	(c)	a reduction of any amount due and payable under any Finance Document, 

 which is incurred or
suffered by a Lender or any of its Affiliates to the extent that it is attributable to that Lender having entered into its Commitment or funding or performing its obligations under any Finance Document. 

 

	12.2	Exceptions 

  

	 	12.2.1	Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is: 

  

	 	(a)	attributable to a Tax Deduction required by law to be made by the Borrower; 

  

	 	(b)	compensated for by an increase in the LIBOR; 

  

	 	(c)	compensated for by Clause 11 (Tax indemnity) (or would have been compensated for under Clause 11 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 11.3.2 (Tax
indemnity) applied); or 

  

	 	(d)	attributable to the wilful or grossly negligent breach by the relevant Lender or its Affiliates of any law or regulation. 

  

	 	12.2.2	In this Clause 12.2, a reference to a “Tax Deduction” has the same meaning given to that term in Clause 11.1 (Definitions). 


  
 -30- 









	12.3	Termination Right 

 If the Lender demands the payment of Increased Costs pursuant to Clause 12.1
(Increased Costs) (whether the claim is justified or unjustified), the Borrower may within five (5) Business Days, by giving notice to the Lender, decide to prepay all outstanding Facility Loans. In this case, all outstanding Facility
Loans become due and payable within twenty (20) Business Days and the remaining Commitment shall be cancelled immediately. If the Borrower decides to prepay under this Clause 12.3 (Termination Right), the Early Prepayment Fee does not
apply and the Lender’s claim for increased costs pursuant to Clause 12.1 (Increased Costs) shall be void. 
  

	13.	OTHER INDEMNITIES 

 The Borrower shall (or
shall procure that an Obligor will), within ten Business Days of demand, indemnify each Lender against any cost, loss or liability incurred by that Lender as a result of: 
  

	 	13.1.1	the occurrence of any Event of Default; 

  

	 	13.1.2	a failure by an Obligor to pay any amount due under a Finance Document on its due date; 

  

	 	13.1.3	funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request not made in accordance with one or more of the provisions of this Agreement (other than by reason
of default or negligence by the Lender alone); 

  

	 	13.1.4	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; 

  

	 	13.1.5	investigating any event which it reasonably believes is a Default; or 

  

	 	13.1.6	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. 


 

	14.	MITIGATION BY THE LENDER 

  

	14.1	Mitigation 

  

	 	14.1.1	 The Lender shall, in prior consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result
in any amount becoming payable under or pursuant to, or cancelled 



  
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pursuant to, any of Clause 7.1 (Illegality) or Clause 12 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents.


  

	 	14.1.2	Clause 14.1.1 above does not in any way limit the obligations of the Borrower under the Finance Documents. 

  

	14.2	Limitation of liability 

  

	 	14.2.1	The Borrower shall promptly indemnify the Lender for all out of pocket costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 14.1 (Mitigation). 


 

	 	14.2.2	The Lender is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it. 


 

	15.	COSTS AND EXPENSES 

  

	15.1	Transaction expenses 

 The Borrower shall promptly on demand pay the Lender the amount of all
out of pocket costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of: 
  

	 	15.1.1	this Agreement, the Security Documents and any other documents referred to in this Agreement; and 

  

	 	15.1.2	any other Finance Documents executed after the date of this Agreement. 

 The transaction
expenses shall, subject to Clause 15.4 (Expense Deposit), be deducted from the disbursement of the Facility A Loan. Prior to making any deductions, the Lender shall provide the Borrower copies of the invoices of third party service
providers engaged in connection herewith. It is understood, that, should more than one provision of this Agreement and/or the Security Documents provide for the reimbursement of incurred costs and expenses, the Borrower shall only reimburse the
Lender once. 
  

	15.2	Amendment costs 

 If the Borrower requests an amendment, waiver or consent the Borrower shall,
within three Business Days of demand, reimburse the Lender for the amount of all out of pocket costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or
requirement. 

  
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	15.3	Enforcement costs 

 The Borrower shall, within three Business Days of demand, pay to the Lender
the amount of all out of pocket costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document. 

 

	15.4	Expense Deposit 

 The Borrower has already provided the Lender with an expense deposit of
USD 40,000.00, from which all amounts due under this Clause 15 (Costs and Expenses) will be deducted. The Borrower shall only make payments under this Clause 15 (Costs and Expenses) once the expense deposit has been fully used up
and to the extent the amount due has not been deducted from the expense deposit. 

  
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 SECTION 7 

GUARANTEE 
  

	16.	GUARANTEE AND INDEMNITY 

  

	16.1	Guarantee (Garantie) and indemnity (Ausfallhaftung) 

 Each Guarantor irrevocably
and unconditionally jointly and severally (gesamtschuldnerisch): 
  

	 	16.1.1	guarantees (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to each Lender to pay to that Lender any amount of principal, interest, costs, expenses or other
amount under or in connection with the Finance Documents that is due and has not been fully and irrevocably paid by the Borrower; the payment shall be due (fällig) within five (5) Business Days of a written demand by the Lender (or
the Lender on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, interest, costs, expenses or other amount under or in connection with the Finance Documents that is due and has not been fully and
irrevocably paid by the Borrower; and 

  

	 	16.1.2	undertakes vis-à-vis each Lender to indemnify (schadlos halten) that Lender against any cost, loss or liability suffered by that Lender if any obligation of the Borrower under or in connection with any
Finance Document or any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Lender would otherwise have been entitled to recover (Ersatz
des positiven Interesses) and that claim shall be due (fällig) within three Business Days of a written demand by that Lender. 


For the avoidance of doubt this guarantee and indemnity does not constitute a guarantee upon first demand (Garantie auf erstes
Anfordern) and, in particular, receipt of such written demand shall not preclude any rights and/or defences the Guarantor may have with respect to any payment requested by a Lender under this guarantee and indemnity. 

 

	16.2	Continuing and independent guarantee and indemnity 

 This guarantee and indemnity is independent
and separate from the obligations of the Borrower and is a continuing guarantee and indemnity which will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge
in whole or in part. 

  
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 The guarantee and indemnity shall extend to any additional obligations of the Borrower resulting
from any amendment, novation, supplement, extension, restatement or replacement of any Finance Documents, including without limitation any extension of or increase in any facility or the addition of a new facility under any Finance Document. 

 

	16.3	Reinstatement 

 If any payment by an Obligor or any discharge given by a Lender (whether in
respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: 
  

	 	16.3.1	the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and 

  

	 	16.3.2	each Lender shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred. 


 

	16.4	Excluded defences 

  

	 	16.4.1	The obligations of each Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of the Borrower and which would
reduce, release or prejudice any obligations of a Guarantor under this Clause 16, including any personal defences of the Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of
the Borrower. 

  

	 	16.4.2	The obligations of each Guarantor under this Clause 16 are independent from any other security or guarantee which may have been or will be given to the Lender. In particular, the obligations of each Guarantor under this
Clause 16 will not be affected by any of the following: 

  

	 	(a)	the release of, or any time (Stundung), waiver or consent granted to, any other Obligor from or in respect of its obligations under or in connection with any Finance Document; 


 

	 	(b)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any other person or any failure to
realise the full value of any security; 


  
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	 	(c)	any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of any other Obligor; or 


 

	 	(d)	any unenforceability, illegality or invalidity of any obligation of any other Obligor under any Finance Document. 

  

	 	16.4.3	For the avoidance of doubt nothing in this Clause 16 shall preclude any defences that any Guarantor (in its capacity as Guarantor only) may have against the Lender that the guarantee and indemnity does not constitute
its legal, valid, binding or enforceable obligations. 

  

	16.5	Immediate recourse 

 The Lender will not be required to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that Guarantor under this Clause 16. This applies irrespective of any provision of a Finance Document to the contrary. 

 

	16.6	Appropriations 

 Until all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full, the Lender may: 
  

	 	16.6.1	refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and 

  

	 	16.6.2	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 16. 


 

	 	16.6.3	For the avoidance of doubt, paragraph 7.6 remains unaffected. 


  
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	16.7	Deferral of Guarantors’ rights 

 Until all amounts which may be or become payable by the
Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under
the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16: 
  

	 	16.7.1	to be indemnified by an Obligor; 

  

	 	16.7.2	to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; 

  

	 	16.7.3	to exercise any right of set-off against any Obligor; and/or 

  

	 	16.7.4	to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or
in connection with, the Finance Documents by the Lender. 

 If a Guarantor receives any benefit, payment or distribution in
relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be
repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 24 (Payment mechanics). 

 

	16.8	Additional security 

 This guarantee is in addition to and is not in any way prejudiced by any
other guarantee or security now or subsequently held by the Lender. 
  

	16.9	Limitations - Dutch Obligors 

 Notwithstanding the other provisions of this Agreement, no Dutch
Obligor shall be liable under this Agreement to the extent that, if it were so liable, its entry into this Agreement would violate section 2:98c BW. 

  
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 SECTION 8 

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 
  

	17.	REPRESENTATIONS 

 Each Obligor makes the representations
and warranties set out in this Clause 17 to each Lender on the date of this Agreement. 
  

	17.1	Status 

  

	 	17.1.1	It is a corporation, limited liability company or partnership with limited liability, duly incorporated or, in the case of a partnership, established and validly existing under the law of its jurisdiction of
incorporation. 

  

	 	17.1.2	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted. 

  

	17.2	Binding obligations 

 The obligations expressed to be assumed by it in each Finance Document
are, subject to any general principles of law limiting its obligations, legal, valid, binding and enforceable obligations. 
  

	17.3	Non-conflict with other obligations 

 The entry into and performance by it, and the transactions
contemplated by, the Finance Documents do not and will not conflict with: 
  

	 	17.3.1	any law or regulation applicable to it; 

  

	 	17.3.2	its or any of its Subsidiaries’ constitutional documents; or 

  

	 	17.3.3	any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets. 


  
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	17.4	Power and authority 

 It has the power to enter into, perform and deliver, and has taken all
necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents. 

 

	17.5	Validity and admissibility in evidence 

 All Authorisations required or reasonably desirable:

  

	 	17.5.1	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and 


 

	 	17.5.2	to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation, 


have been obtained or effected and are in full force and effect. 
  

	17.6	Governing law and enforcement 

  

	 	17.6.1	The choice of German law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation. 


 

	 	17.6.2	Any judgment obtained in Germany in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation. 


 

	17.7	Tax 

 As of the date hereof, the Lender is a Qualifying Lender and no Obligor is required to
make any Tax Payment (as defined in Clause 1.1. (Definitions)) in relation to any sum or benefit (i) paid or payable (or any sum or benefit deemed for the purposes of Tax to be paid or payable) by it under or in connection with a Finance
Document or (ii) received or receivable (or any sum or benefit deemed for the purposes of Tax to be received or receivable) by the Lender under or in connection with a Finance Document. 

 

	17.8	No default 

  

	 	17.8.1	No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation. 

  

	 	17.8.2	No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’)
assets are subject which might have a Material Adverse Effect. 


  
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	17.9	No breach of law 

 It has not (and none of its Subsidiaries has) breached any law or regulation,
including without limitation environmental laws and regulations, which breach has, or would reasonably be expected to have, a Material Adverse Effect. 
  

	17.10	Financial statements 

  

	 	17.10.1	Its Original Financial Statements were prepared in accordance with GAAP of the German Commercial Code (Handelsgesetzbuch) consistently applied. 


 

	 	17.10.2	Its Original Financial Statements fairly represent its financial condition as at the end of the relevant financial year and operations during the relevant financial year. 


 

	17.11	Pari passu ranking 

 Its payment obligations under the Finance Documents rank at least pari
passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 
  

	17.12	No proceedings pending or threatened 

 No litigation, arbitration or administrative proceedings
of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its
Subsidiaries. 
  

	17.13	Security 

  

	 	17.13.1	Each Security Document creates (or, once entered into, will create) in favour of the Lender, the Security which it is expressed to create with the ranking it is expressed to have. 


 

	 	17.13.2	The constitutional documents of the Borrower and its Subsidiaries do not and would not restrict or inhibit in any manner any transfer of any shares of the Borrower and its Subsidiaries which are expressed to be (or are
required by this Agreement to be or become) subject to any Security under any Security Document. 

  

	17.14	Ownership 

 Each member of the Group is the legal owner (uneingeschränktes Eigentum)
and beneficial owner (wirtschaftliches Eigentum) of all the assets other than assets to which an employee has rights under the Employee Invention Act (Arbeitnehmererfindungsgesetz) over which it purports to create Security pursuant to
any Security Document, free from any Security other than Security listed in Schedule 3 (Existing Security) or permitted according to Clause 20.8.3. 

  
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	17.15	Assets 

 Each member of the Group has legal title (uneingeschränktes Eigentum) and
beneficial ownership (wirtschaftliches Eigentum) to, or valid leases or licences of, or is otherwise entitled to use (in each case, on arm’s length terms), all material assets necessary for the conduct of its business as it is being, and
is proposed to be, conducted other than assets to which an employee has rights under the Employee Invention Act (Arbeitnehmererfindungsgesetz) or unless permitted by Clause 20.8.3. 

 

	17.16	Group Structure 

 The Group Structure Chart shows: 

 

	 	17.16.1	each member of the Group and all Shareholders (and the percentage of the issued share capital held by that member), in each case as at the date of this Agreement; 


 

	 	17.16.2	the jurisdiction of incorporation or establishment of each person shown in it; and 

  

	 	17.16.3	the status of each person shown in it which is not a limited liability company or corporation. 

  

	17.17	No Financial Indebtedness, Guarantees or Security 

  

	 	17.17.1	No member of the Group has any Financial Indebtedness other than Permitted Financial Indebtedness. 

  

	 	17.17.2	No member of the Group has issued any guarantee other than a Permitted Guarantee. 

  

	 	17.17.3	No Security exists over all or any assets of any member of the Group, other than listed in Schedule 3, the LLS Interruption License or permitted according to paragraph 20.8.3. 


 

	17.18	Shares 

  

	 	17.18.1	The shares of each member of the Group which are expressed to be (or are required by this Agreement to be or become) subject to any Security under any Security Document are issued, fully paid, non-assessable and freely
transferable and constitute shares in the capital of limited companies, and there are no moneys or liabilities outstanding or payable in respect of any such share. 


  
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	 	17.18.2	No person has or is entitled to any conditional or unconditional option or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any share capital of the Borrower and each of
its Subsidiaries other than provided for in the Shareholders’ Agreement, the 2007 Stock Option Plan and the Carve-Out Agreement and other than through the IPO. 


 

	 	17.18.3	There are no agreements in force or corporate resolutions passed which require or might require the present or future issue or allotment of any share capital of the Borrower and each of its Subsidiaries (including any
option or right of pre-emption, conversion or exchange), except as provided for in the Shareholders’ Agreement, the 2007 Stock Option Plan and the Carve-Out Agreement and as in connection with the Pre-IPO-Reorganization. 


 

	 	17.18.4	The shares of any member of the Group which are expressed to be (or are required by this Agreement to be or become) subject to any Security under any Security Document constitute all the share capital of the relevant
member of the Group. 

  

	17.19	Intellectual Property 

  

	 	17.19.1	Each member of the Group owns (subject to the provisions of the Employee Inventions Act (Arbeitnehmererfindungsgesetz)) or has licensed to it on arm’s length terms, provided that licenses between Borrower
and AbCheck are in accordance with the existing framework agreement on terms substantially similar to the terms that have been applicable in the past, all material Intellectual Property for the conduct of its business as it is being, and is proposed
to be, conducted. 

  

	 	17.19.2	Each member of the Group has taken all necessary action (including payments of fees) to safeguard, maintain in full force and effect and preserve its ability to enforce all such Intellectual Property. 


 

	 	17.19.3	No member of the Group has infringed any material Intellectual Property of any third party in any material respect. 

  

	 	17.19.4	There has been no material infringement or threatened or suspected infringement of or challenge to the validity of any Intellectual Property owned by or licensed to any member of the Group. 


 

	 	17.19.5	No disclosure has been or will be made of any material trade secret which is Intellectual Property and is owned by or licensed to any member of the Group other than under enforceable confidentiality undertakings.



  
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	17.20	Insurances 

  

	 	17.20.1	The insurances required by Clause 20.17 (Insurance) are in full force and effect as required by this Agreement. 

  

	 	17.20.2	No event or circumstance has occurred, and there has been no failure to disclose a fact, which would entitle any insurer to reduce or avoid its liability under any such insurance where such event, circumstance or
failure would reasonably be expected to have a Material Adverse Effect. 

  

	17.21	Material Adverse Effect 

 No Material Adverse Effect has occurred since March 31, 2014.

  

	17.22	Documents 

  

	 	17.22.1	The documents provided to the Lender under Clause 4.1 (Initial conditions precedent) are true, complete and accurate and in full force and effect, in each case as at the date any such documents are provided to
the Lender. 

  

	 	17.22.2	Any copy of a document provided to the Lender under Schedule 1 is a true, complete and accurate copy of the original document and the original document was in full force and effect, in each case as at the date any
such document is provided to the Lender. 

  

	17.23	No Insolvency 

  

	 	17.23.1	No member of the Group except for AbCheck is unable or admits inability to pay its debts as they fall due, suspends, or threatens to suspend, making payments on any of its debts (or any class of them) or, by reason of
actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (or any class of them) with a view to rescheduling any of its indebtedness. 


 

	 	17.23.2	The value of the assets of any member of the Group except for AbCheck is not less than its liabilities (taking into account contingent and prospective liabilities). 


 

	 	17.23.3	No moratorium has been declared in respect of any indebtedness of any member of the Group except for AbCheck. 

  

	 	17.23.4	No corporate action, legal proceeding or other procedure or step described in Clause 21.7 (Insolvency proceedings) or creditor’s process described in Clause 21.8 (Creditor’s process) has been
taken or, to the best knowledge of the Borrower, threatened in relation to a member of the Group except for AbCheck. 


  
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	17.24	Repetition 

  

	 	17.24.1	The Repeated Representations shall be made by the Borrower on its own behalf and on behalf of the other Obligors (under a power of attorney (Vollmacht) granted to it by the Obligors pursuant to paragraph
(b) below) by reference to the facts and circumstances then existing (unless otherwise stated in the respective representation) on; 

  

	 	(a)	the date of each Utilisation Request; 

  

	 	(b)	in the case of an Additional Obligor, the day on which the Additional Obligor becomes an Additional Obligor. 


In addition, the Repeated Representations shall be deemed to be made by each Obligor by reference to the facts and circumstances then existing
(unless otherwise stated in the respective representation) on the Utilisation Date. 
 Each Obligor (other than the Borrower) hereby
empowers (bevollmächtigt) the Borrower to make the Repeated Representations on its behalf as its attorney (Stellvertreter). To the extent permissible under its constitutional documents and under the applicable law, each Obligor
(other than the Borrower) hereby relieves the Borrower from the restrictions pursuant to section 181 of the Civil Code (Bürgerliches Gesetzbuch) for the purpose of making the Repeated Representations on its behalf as attorney
(Stellvertreter). 

  
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	18.	INFORMATION UNDERTAKINGS 

 The undertakings
in this Clause 18 will be effective from the earlier of the date of the closing of the IPO and November 1, 2014, and will remain in force for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
The Lender agrees that any trading in securities of the Borrower following receipt of Proprietary Information may only be done in compliance with all applicable securities laws. 

 

	18.1	Financial statements 

 The Borrower shall supply to the Lender: 

 

	 	18.1.1	as soon as the same become available, but in any event within 180 days after the end of each of its financial years: 

  

	 	(a)	its audited unconsolidated financial statements and, prior to the Pre-IPO-Reorganization Date, the audited consolidated financial statements of the Group for that financial year; and 


 

	 	(b)	the audited unconsolidated financial statements of each Obligor for that financial year; and 

  

	 	18.1.2	as soon as the same become available, but in any event within 30 days after the end of each quarter of each of its financial years: 

  


	 	(a)	its financial statements and the consolidated financial statements of the Group for that quarter of the financial year; and 

  

	 	(b)	the financial statements of each Obligor for that quarter of the financial year. 

  

	 	18.1.3	as long as the IPO has not been completed, no later than 30 days after the end of each Month: 


unconsolidated financial statements for each Obligor for that Month. 
  


	 	18.1.4	all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched; 


 

	 	18.1.5	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which might, if adversely
determined, have a Material Adverse Effect. 


  
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	18.2	Notification of Default 

  

	 	18.2.1	The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 


 

	 	18.2.2	Promptly upon a reasonable request by the Lender, the Borrower shall supply to the Lender a certificate signed by its members of the management board (Vorstand) on its behalf certifying that no Default is
continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 

  

	18.3	Cash Reports 

 The Borrower shall supply to the Lender the Cash Report together with the
unconsolidated financial statements subject to paragraph 18.1.3 for the respective month. 
  

	19.	FINANCIAL COVENANTS 

  

	19.1	Financing Milestones 

 By December 31, 2015, the Borrower shall 

 

	 	19.1.1	complete the IPO; or 

  

	 	19.1.2	have received an aggregate amount of USD 20,000.00 resulting from New Equity Investment and from New Business Development Transactions Proceeds. 


 

	19.2	Development Milestones 

 Any two of the three milestones determined in Schedule 6 attached
hereto must be achieved by the stated date for each, with reasonable documentary evidence provided to the Lender. 
  

	19.3	Cash Cover 

 The Borrower shall ensure that the Liquidity Amount during each Relevant Liquidity
Period is not less than USD 2,000,000.00 (“Minimum Liquidity Amount”) and, for the avoidance of doubt, the Minimum Liquidity Amount shall be, at all times during the term of this Agreement, be held on an account pledged to the
Lender. 

  
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	20.	GENERAL UNDERTAKINGS 

 The undertakings in
this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. 
  

	20.1	Authorisations 

 Each Obligor shall promptly: 

 

	 	20.1.1	obtain, comply with and do all that is necessary to maintain in full force and effect; and 

  

	 	20.1.2	supply certified copies to the Lender of, 

 any Authorisation required under any law or
regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance
Document. 
  

	20.2	Compliance with laws 

 Each Obligor shall comply in all respects with all laws to which it may
be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents. 
  

	20.3	Taxes 

  

	 	20.3.1	Each Obligor shall (and the Borrower shall ensure that each Subsidiary will) pay all Taxes required to be paid by it within the time period allowed for payment without incurring any penalties for non payment.


  

	 	20.3.2	Paragraph 20.3.1 above does not apply to any Taxes: 

  

	 	(a)	being contested by the relevant member of the Group in good faith and in accordance with the relevant procedures; 

  

	 	(b)	which have been disclosed in its financial statements and for which adequate reserves are being maintained in accordance with GAAP; and 


 

	 	(c)	where payment can be lawfully withheld and will not result in the imposition of any penalty to the claims of the Lender under any Finance Document or to any Security created under any Security Document.



  
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	20.4	Acquisitions and investments 

 No Obligor shall (and the Borrower shall ensure that no other
member of the Group will): 
  

	 	20.4.1	invest in or acquire any share in, or any security issued by, any person, or any interest therein or in the capital of any person, or make any capital contribution to any person (or agree to do any of the foregoing), or
incorporate any new Subsidiary; or 

  

	 	20.4.2	invest in or acquire any business or going concern, or the whole or substantially the whole of the assets or business of any person, or any assets that constitute a division or operating unit of the business of any
person (or agree to do any of the foregoing). 

  

	20.5	Joint Ventures 

  

	 	20.5.1	No Obligor shall (and the Borrower shall ensure that no member of the Group will): 

  

	 	(a)	invest in or acquire (or agree to invest in or acquire) any share in, or any security issued by, any Joint Venture or any interest therein; or 


 

	 	(b)	transfer any assets or license any Intellectual Property. 

  

	 	20.5.2	Paragraphs 20.5.1(a), (b) and 20.4 do not apply to Permitted Joint Ventures and the Pre-IPO-Reorganization. 

  

	20.6	Assets 

 Each Obligor shall (and the Borrower shall ensure that each Subsidiary will) maintain
in good working order and condition (ordinary wear and tear excepted) all its assets necessary for the conduct of its business as conducted from time to time. 
  

	20.7	Pari passu 

 Each Obligor shall ensure that its obligations under the Finance Documents rank at
all times at least pari passu in right of priority and payment with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 

 

	20.8	Negative pledge 

 In this Clause 20.8, “Quasi-Security” means an
arrangement or transaction described in paragraph (b) below. 

  
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	 	20.8.1	No Obligor shall (and the Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets. 


 

	 	20.8.2	No Obligor shall (and the Borrower shall ensure that no other member of the Group will): 

  

	 	(a)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; 


 

	 	(b)	sell, transfer or otherwise dispose of any of its receivables on recourse terms; 

  

	 	(c)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or 


 

	 	(d)	enter into any other preferential arrangement having a similar effect, 

 in circumstances where
the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 
  

	 	20.8.3	Paragraphs 20.8.1 and 20.8.2 above do not apply to any Security or (as the case may be) Quasi-Security, listed below: 

  

	 	(a)	any Security or Quasi-Security listed in Schedule 3 (Existing Security) except to the extent the principal amount secured by that Security or Quasi-Security exceeds the amount stated in that Schedule;


  

	 	(b)	any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and any lien arising under the
general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom any member of the Group maintains a banking relationship in the ordinary course of business; 


  
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	 	(c)	any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Group for the purpose of: 


 

	 	(i)	hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or 

  

	 	(ii)	its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only, 


excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction; 

 

	 	(d)	any lien arising by operation of law and in the ordinary course of trading; 

  

	 	(e)	any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: 

  

	 	(i)	the Security or Quasi-Security was created in contemplation of the acquisition of that asset by a member of the Group; 

  

	 	(ii)	the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and 


 

	 	(iii)	the Security or Quasi-Security is either removed or discharged within three months of the date of acquisition of such asset or the principal amount of the secured indebtedness (when aggregated with the principal amount
of any other indebtedness in accordance with (i) and (ii) and not discharged within three months) does not exceed USD 250,000.00 (or its equivalent in another currency or currencies); 


 

	 	(f)	any Security or Quasi-Security entered into pursuant to any Finance Document; 

  

	 	(g)	any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security or Quasi-Security given by any
member of the Group other than any permitted under paragraphs (a) to (f) above) does not exceed USD 250,000.00 (or its equivalent in another currency or currencies); or 


  
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	 	(h)	any Security created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging van
Banken) and the Consumers Union (Consumentenbond) or any other general conditions used by, or agreement or arrangement with, a bank, whether operating in or outside the Netherlands, to substantially the same effect. 


 

	20.9	Disposals 

  

	 	20.9.1	No Obligor shall (and the Borrower shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell,
lease, transfer or otherwise dispose of any asset. 

  

	 	20.9.2	Paragraph 20.9.1 above does not apply to any sale, lease, transfer or other disposal: 

  

	 	(a)	made in the ordinary course of trading of the disposing entity; 

  

	 	(b)	of assets in exchange for other assets comparable or superior as to type, value and quality; or 

  

	 	(c)	where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any
permitted under paragraphs (a) and (b) above) does not exceed USD 100,000.00 (or its equivalent in another currency or currencies) in any financial year. 


 

	20.10	Arm’s length terms 

 No Obligor shall (and the Borrower shall ensure that no material
Subsidiary will) enter into any contract or arrangement with or for the benefit of any other person (including any disposal to that person) other than in the ordinary course of business, for full market value and on arm’s length terms, provided
that transactions between Borrower and AbCheck shall be in accordance with the existing framework agreement on terms substantially similar to the terms that have been applicable in the past. 

 

	20.11	Loans and Credit 

 No Obligor shall (and the Borrower shall ensure that no Subsidiary will) be a
creditor in respect of any Financial Indebtedness, other than for Permitted Loans. 

  
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	20.12	Guarantees 

 No Obligor shall (and the Borrower shall ensure that no other member of the Group
will) issue or allow to remain outstanding any guarantee in respect of any liability or obligation of any person, other than for Permitted Guarantees. 
  

	20.13	Restricted payments 

 No Obligor shall (and the Borrower shall ensure that no other member of
the Group will): 
  

	 	(a)	pay, repay or prepay any principal, interest or other amount on or in respect of, or redeem, purchase or defease, any debt of any Restricted Person; 


 

	 	(b)	pay or prepay any dividends to any Restricted Person; or 

  

	 	(c)	make any investment in or pay any fee or commission or make any advance or other kind of payment to any Restricted Person, 


other than (i) their compensation as employees or directors of the Borrower or any member of the Group, (ii) listed in
Schedule 23 hereto, and (iii) in addition to the amounts specified under (i) and (ii), other fees at arm’s length terms not exceeding an aggregate amount of EUR 100,000.00 p.a. 

 

	20.14	Financial Indebtedness 

 No Obligor shall (and the Borrower shall ensure that no other member of
the Group will) incur (or agree to incur) or allow to remain outstanding any Financial Indebtedness, other than for Permitted Financial Indebtedness. 
  

	20.15	Merger 

  

	 	20.15.1	No Obligor shall (and the Borrower shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction or reorganization, other than in connection with the
Pre-IPO-Reorganization. 

  

	 	20.15.2	Paragraph 20.15.1 above does not apply to any sale, lease, transfer or other disposal permitted pursuant to Clause 20.9 (Disposals) and Permitted Joint Ventures. 


  
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	20.16	Change of business 

 The Borrower shall procure that no substantial change is made to the
general nature of the business of the Borrower or the Group from that carried on at the date of this Agreement. 
  

	20.17	Insurance 

  

	 	20.17.1	Each Obligor shall (and the Borrower shall ensure that each member of the Group will) maintain insurances on and in relation to its business and assets with reputable independent underwriters or insurance companies:


  

	 	(a)	against those risks, and to the extent, usually insured against by prudent companies located in the same or a similar location and carrying on a similar business; and 


 

	 	(b)	against those risks, and to the extent, required by applicable law or by contract. 

  

	 	20.17.2	Without limiting paragraph 20.17.1 above, each Obligor shall (and the Borrower shall ensure that each member of the Group will): 

  

	 	(a)	maintain insurance on all of its assets of an insurable nature against loss or damage by fire and other risks normally insured against by persons carrying on a similar business in a sum or sums at least equal to their
replacement value (meaning the total cost of entirely rebuilding, reinstating or replacing those assets if completely destroyed, together with architects’, surveyors’ and other professional fees); and 


 

	 	(b)	maintain insurance against business interruption, loss of profits, product liability, professional indemnity, employer’s liability, pollution, third party liability and public liability at levels no lower than
those normally chosen by prudent companies located in the same or similar location and carrying on a similar business, increasing consistently with increasing business levels. 


 

	 	20.17.3	Each Obligor shall (and the Borrower shall ensure that each member of the Group will) promptly pay premiums and do all things necessary to maintain insurances required of it by paragraphs20.17.1 and 20.17.2 above.


  

	 	20.17.4	Within thirty days as from the execution hereof, the Borrower shall obtain and deliver to the Lender, insurance certificates of its insurances naming the Lender as loss payee, unless otherwise stated in Schedule 11
(List of Insurances). 


  
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	20.18	Intellectual Property 

 Each Obligor shall (and the Borrower shall ensure that any other Member
of the Group: 
  

	 	20.18.1	take all reasonable action to obtain, safeguard, maintain in full force and effect and preserve its ability to enforce all Intellectual Property necessary for the conduct of its business as conducted from time to time,
and not discontinue the use of any such Intellectual Property, including: 

  

	 	(a)	paying all applicable renewal fees, licence fees and other outgoings; and 

  

	 	(b)	performing and complying with all material laws and material obligations to which it is subject as registered proprietor, beneficial owner, user, licensor or licensee of any such necessary Intellectual Property;


  

	 	20.18.2	promptly notify the Lender of any material infringement or threatened or suspected material infringement of or any challenge to the validity of any such necessary Intellectual Property owned by or licensed to it which
may come to its notice, supply the Lender (if requested) with all information in its possession relating thereto; 

  

	 	20.18.3	take all necessary steps (including the institution of legal proceedings) to prevent third parties infringing any such necessary Intellectual Property; and 


 

	 	20.18.4	take all reasonably steps (including legal proceedings) to enforce the confidentiality of and prevent any improper use of any trade secret which is Intellectual Property. 


Each Member of the Group shall be entitled to grant licenses on any of its Intellectual property in the ordinary course of business, provided,
however, the management board of the Borrower has approved such transaction and no Event of Default has occurred and is continuing. 
  

	20.19	Warrants 

  

	 	20.19.1	 Subject to the occurrence of the IPO, the Dutch Guarantor shall (and the Borrower shall ensure that the Dutch Guarantor will) issue Dutch Warrants
providing for seventeen per cent (17%) warrant coverage of the 



  
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Facility A Commitment, calculated as determined in Schedule 7, no later than 20 Business Days following the closing of the IPO and shall deliver to the Lender a legal opinion substantially in the
form as set out in Schedule 25 and copies of the resolutions as described in Part II A. 10 (i) (a) to (c) under Schedule 1. 

  

	 	20.19.2	In case neither the Pre-IPO-Reorganization nor the IPO have occurred by August 31, 2014, the Borrower shall issue to the Lender German Warrants providing seventeen per cent (17%) warrant coverage, calculated
as determined in Schedule 8, of the Facility A Commitment no later than September 15, 2014 or such later date agreed upon by the Lender and shall deliver to the Lender a legal opinion substantially in the form as set out in Schedule 22 and
copies of the resolutions as described in Part II B 5 (ii) under Schedule 1. 

  

	 	20.19.3	In case the Pre-IPO-Reorganization-Date falls on a date after August 31, 2014 and subject to the occurrence of the IPO, the Dutch Guarantor shall (and the Borrower shall ensure that the Dutch Guarantor will) issue
Dutch Warrants as determined in 20.19.1 in exchange for the already issued German Warrants no later than 20 Business Days following the closing of the IPO and shall deliver to the Lender a legal opinion substantially in the form as set out in
Schedule 25 and copies of the resolutions as described in Part II A. 10 (i) (a) to (c) under Schedule 1. 

  

	21.	EVENTS OF DEFAULT 

 Each of
the events or circumstances set out in Clause 21 is an Event of Default (save for Clause 21.14 (Cure Period) and Clause 21.15 (Acceleration)). 
  

	21.1	Non-payment 

 An Obligor does not pay on the due date any amount payable pursuant to a Finance
Document at the place and in the currency in which it is expressed to be payable unless: 
  

	 	21.1.1	its failure to pay is caused by administrative or technical error; and 

  

	 	21.1.2	payment is made within three (3) Business Days of its due date. 

  

	21.2	Financial covenants 

 Any requirement of Clause 19 (Financial covenants) is not satisfied.


  
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	21.3	Misrepresentation 

 Any representation or statement made or deemed to be made by or on behalf of
an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be
made. 
  

	21.4	Dutch Guarantor as Guarantor 

 In case of the implementation of the Pre-IPO-Reorganization, the
Dutch Guarantor does not, by five Business Days after the Pre-IPO-Reorganization Date, accede to this Agreement as Additional Guarantor. 
  

	21.5	Cross default 

  

	 	21.5.1	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period. 

  

	 	21.5.2	Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described). 


 

	 	21.5.3	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described). 


 

	 	21.5.4	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however
described). 

  

	 	21.5.5	No Event of Default will occur under this Clause 21.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs 21.5.1 to 21.5.4 above is less than
USD 50,000.00 (or its equivalent in any other currency or currencies). 

  

	21.6	Insolvency 

  

	 	21.6.1	A member of the Group except for AbCheck: 

  

	 	(a)	is unable or admits inability to pay its debts as they fall due; 

  

	 	(b)	suspends making payments on any of its debts; or 

  

	 	(c)	 by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding




  
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any Lender in its capacity as such) with a view to rescheduling any of its indebtedness and in particular a member of the Group incorporated in Germany is unable to pay its debts as they fall due
(zahlungsunfähig) within the meaning of section 17 of the Insolvency Code (Insolvenzordnung). 

  

	 	21.6.2	A member of the Group incorporated in Germany is overindebted within the meaning of section 19 of the Insolvency Code (Insolvenzordnung) or, with respect to any other member of the Group except for AbCheck, the
value of the assets of any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities). 

  

	 	21.6.3	A moratorium is declared in respect of any indebtedness of any member of the Group except for AbCheck. 

  

	21.7	Insolvency proceedings 

 Any corporate action, legal proceedings or other procedure or step is
taken in relation to: 
  

	 	21.7.1	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group
except for AbCheck other than a solvent liquidation or reorganisation of any member of the Group which is not an Obligor; 

  

	 	21.7.2	a composition, compromise, assignment or arrangement with any creditor of any member of the Group except for AbCheck; 

  

	 	21.7.3	the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver, administrative receiver, administrator, compulsory manager or other similar
officer in respect of any member of the Group except for AbCheck or any of its assets; or 

  

	 	21.7.4	enforcement of any Security over any assets of any member of the Group except for AbCheck, 

 or
any analogous procedure or step is taken in any jurisdiction. 
 This Clause 21.7 shall not apply to any petition which is frivolous or
vexatious and is discharged, stayed or dismissed within 20 days of commencement. 

  
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	21.8	Creditors’ process 

 Any expropriation, attachment, sequestration, distress or execution
affects any asset or assets of a member of the Group except for AbCheck having an aggregate value of USD 10,000.00 and is not discharged within ten days. 
  

	21.9	Ownership of the Obligors 

 An Obligor (other than the Borrower and the Dutch Guarantor) is not
or ceases to be a Subsidiary of the Borrower. 
  

	21.10	Material Adverse Effect 

 A Material Adverse Effect has occurred. 

 

	21.11	Unlawfulness 

 It is or becomes unlawful for an Obligor to perform any of its obligations under
the Finance Documents in any material respect. 
  

	21.12	Repudiation 

 An Obligor repudiates a Finance Document or evidences an intention to repudiate a
Finance Document. 
  

	21.13	Other obligations 

 An Obligor does not comply with any provision of the Finance Documents
(other than those referred to in Clause 21.1 (Non-payment) and Clause 21.2 (Financial covenants)). 
  

	21.14	Cure Period 

 No Event of Default will occur if the event or circumstance is capable of remedy
and is remedied within 10 Business Days of the earlier of (A) the Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply. 
  

	21.15	Acceleration 

 On and at any time after the occurrence of an Event of Default which is
continuing the Lender may by notice to the Borrower: 
  

	 	21.15.1	cancel the Total Commitments whereupon they shall immediately be cancelled; 

  

	 	21.15.2	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be due and payable, whereupon they shall become due and payable within 10
Business Days; and/or 


  
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	 	21.15.3	declare that all or part of the Loans be payable on demand, whereupon they shall become payable within 10 Business Days upon demand by the Lender. 


  
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 SECTION 9 

CHANGES TO PARTIES 
  

	22.	CHANGES TO THE LENDER 

  

	22.1	Assignments and transfers by the Lenders 

 Subject to this Clause 22, the Lender (the
“Existing Lender”) may: 
  

	 	22.1.1	assign any of its rights; or 

  

	 	22.1.2	assign and transfer by assumption of contract (Vertragsübernahme) any of its rights and obligations, 


to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of
making, purchasing or investing in loans, securities or other financial assets (the “New Lender”). 
  

	22.2	Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme) 

  

	 	22.2.1	The consent of the Borrower is required for an assignment or an assignment and transfer by assumption of contract (Vertragsübernahme) by an Existing Lender, unless the assignment or assignment and transfer
by assumption of contract (Vertragsübernahme) is: 

  

	 	(a)	to another Lender, or an Affiliate of a Lender or any trust, fund or other entity affiliated with it (in the sense of section 15 et. seq. German Stock Corporation Act), any fund trust or other entity under common
management with the Lender, or any trust, fund or other entity affiliated with (in the sense of section 15 et. seq. German Stock Corporation Act), otherwise controlled by, or managed by Perceptive Advisors LLC or its legal successors
(Rechtsnachfolger);or 

  

	 	(b)	made at a time when an Event of Default is continuing 

 and the assignee is not a competitor of
the Borrower, an Affiliate of a competitor of the Borrower or a vulture hedge fund, each as reasonably determined by the Lender. 
  

	 	22.2.2	The consent of the Borrower to an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) must not be unreasonably withheld or delayed. The Borrower will be deemed to have given
its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. 


  
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	 	22.2.3	An assignment will only be effective on receipt by the Lender of written confirmation from the New Lender (in form and substance satisfactory to the Lender) that the New Lender will assume the same obligations to the
Lender. 

  

	 	22.2.4	An assignment and transfer by assumption of contract (Vertragsübernahme) will only be effective if the procedure set out in Clause 22.3 (Procedure for assignment and transfer by assumption of contract
(Vertragsübernahme)) is complied with. 

  

	 	22.2.5	Limitation of responsibility of Existing Lenders 

  

	 	(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: 


 

	 	(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; 

  

	 	(ii)	the financial condition of any Obligor; 

  

	 	(iii)	the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or 

  

	 	(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, 


and any representations or warranties implied by law are excluded. 
  

	 	(b)	Each New Lender confirms to the Existing Lender that it: 

  

	 	(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and 


  
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	 	(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.


  

	 	(c)	Nothing in any Finance Document obliges an Existing Lender to: 

  

	 	(i)	accept a re-assignment or a re-assignment and re-transfer by assumption of contract (Vertragsübernahme) from a New Lender of any of the rights and obligations assigned or assigned and transferred by
assumption of contract (Vertragsübernahme) under this Clause 22; or 

  

	 	(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 


 

	22.3	Procedure for assignment and transfer by assumption of contract (Vertragsübernahme) 

  

	 	22.3.1	Subject to the conditions set out in Clause 22.2 (Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)) an assignment and transfer by assumption of
contract (Vertragsübernahme) is effected in accordance with paragraph (c) below when the Existing Lender and the New Lender execute a duly completed Transfer Certificate. 


 

	 	22.3.2	On the Transfer Date: 

  

	 	(a)	to the extent that in the Transfer Certificate the Existing Lender seeks to assign and transfer by assumption of contract (Vertragsübernahme) its rights and obligations under the Finance Documents each of
the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the
“Discharged Rights and Obligations”); 

  

	 	(b)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the
New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; 


  
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	 	(c)	the New Lender and other Lenders, if any, shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been the Existing Lender with the
rights and/or obligations acquired or assumed by it as a result of the assignment and transfer by assumption of contract (Vertragsübernahme) and to that extent the Existing Lender shall be released from further obligations to each other
under the Finance Documents; 

  

	 	(d)	the New Lender shall become a Party as a “Lender”; and 

  

	 	(e)	the above shall not apply for any claims the Existing Lender may have under Clause 11 (Tax Gross Up and Indemnities) 

  

	22.4	Copy of Transfer Certificate to Borrower, Costs of Transfer 

  

	 	22.4.1	The Lender shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate. 


 

	 	22.4.2	The Borrower shall promptly on demand pay the Lender the amount of all out of pocket costs and expenses (including legal fees and notarial fees) reasonably incurred by it in connection with the transfer of this
Agreement, the Security Documents any other documents referred to in this Agreement, provided the Lender deems it necessary to execute such transfer in notarial form, notarized by German notary. 


 

	23.	CHANGES TO THE OBLIGORS 

  

	23.1	Assignments and transfer by Obligors 

 No Obligor may assign any of its rights or transfer any
of its rights or obligations under the Finance Documents. 
  

	23.2	Additional Guarantors 


  
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	 	23.2.1	The Borrower may request that any member of the Group and the Lender may reasonably request that any member of the Group which has not been a member of the Group on the date of conclusion of this Agreement becomes an
Additional Guarantor. That member of the Group shall become an Additional Guarantor if: 

  

	 	(a)	the Borrower delivers to the Lender a duly completed and executed Accession Letter; and 

  

	 	(b)	in case the Dutch Guarantor shall become an Additional Guarantor, the Lender has received all of the documents and other evidence listed in Part II number 3 to 9 of Schedule 1 (Conditions Precedent) in relation
to the Dutch Guarantor, each in form and substance satisfactory to the Lender; or 

  

	 	(c)	in case any other Member of the Group shall become an Additional Guarantor, the Lender has received all of the documents and other evidence listed in Part III of Schedule 1 (Conditions Precedent) in relation
to that Additional Guarantor, each in form and substance satisfactory to the Lender. 

  

	 	23.2.2	The Lender shall notify the Borrower upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence required by Clause 23.2 (Additional Guarantors).



  
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 SECTION 11 

ADMINISTRATION 
  

	24.	PAYMENT MECHANICS 

  

	24.1	No set-off by Obligors 

 All payments to be made by an Obligor under the Finance Documents shall
be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim unless the counterclaim is undisputed or has been confirmed in a final non-appealable judgement. 

 

	24.2	Business Days 

  

	 	24.2.1	Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if
there is not). 

  

	 	24.2.2	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. 


 

	25.	SET-OFF 

 A Lender may set off any matured
obligation due from an Obligor under the Finance Documents against any satisfiable (erfüllbar) obligation (within the meaning of section 387 Civil Code (Bürgerliches Gesetzbuch)) owed by that Lender to that Obligor,
regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the
purpose of the set-off. 
  

	26.	NOTICES 

  

	26.1	Communications in writing 

 Any communication to be made under or in connection with the Finance
Documents shall be made in writing and, unless otherwise stated, may be made by fax or overnight courier to the following addresses: 
  

	 	26.1.1	If to the Lender 


  
 -65- 








 AFFIMED THERAPEUTICS AG 

Technologiepark, Im Neuenheimer Feld 582 

69120 Heidelberg, Germany 

Attn: Dr. Florian Fischer 

Fax: +49 6221 65307 77 
 Email:
f.fischer@affimed.com 
 with a copy to 

CMS Hasche Sigle 
 Partnerschaft
von Rechtsanwälten und Steuerberatern mbB 
 Nymphenburger Straße 12 

80335 Munich, Germany 
 Attn:
Stefan-Ulrich Müller 
 Fax: +49 89 23807 40667 

Email: Stefan-Ulrich.Mueller@cms-hs.com 
  

	 	26.1.2	If to the Borrower 

 Perceptive Advisors LLC 

499 Park Avenue, 25th Floor 

New York, New York 10022 

United States of America 
 Attn:
Sandeep Dixit 
 Email: Sandeep@perceptivelife.com 

with a copy to: 

Morrison & Foerster LLP 

Potsdamer Platz 1 
 10785
Berlin, Germany 
 Attn: Jörg Meißner 

Fax: +49 30 726 221 130 
 Email:
jmeissner@mofo.com 

  
 -66- 









	26.2	Delivery 

  

	 	26.2.1	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when received (zugegangen), in particular: 


 

	 	(a)	if by way of fax, when received in legible form; or 

  

	 	(b)	if by way of overnight courier, when it has been left at the relevant address. 

  

	 	26.2.2	Any communication or document by the Finance Parties to the Obligors may be made or delivered to the Borrower for its own account and for the account of the Obligors. For that purpose each Obligor appoints the Borrower
as its lender of receipt (Empfangsvertreter). 

  

	26.3	Notification of address and fax number 

 Promptly upon changing its address or fax number, each
party shall notify the other Parties. 
  

	26.4	English language 

  

	 	26.4.1	Any notice given under or in connection with any Finance Document must be in English. 

  

	 	26.4.2	All other documents provided under or in connection with any Finance Document must be: 

  

	 	(a)	in English; or 

  

	 	(b)	if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document. 

  

	27.	CALCULATIONS AND CERTIFICATES 

  

	27.1	Accounts 

 In any litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Lender are prima facie evidence (Beweis des ersten Anscheins) of the matters to which they relate. 

  
 -67- 









	27.2	Certificates and Determinations 

 The Lender makes the certifications or determinations of a
rate or amount under any Finance Document in the exercise of its unilateral right to specify performance (einseitiges Leistungsbestimmungsrecht) which it will exercise with reasonable discretion (billiges Ermessen). 

 

	27.3	Day count convention 

 Any interest, commission or fee accruing under a Finance Document will
accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days. 
  

	28.	PARTIAL INVALIDITY 

 The Parties agree that
should at any time, any provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar) not affect the validity or effectiveness of the
remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any Party having to argue (darlegen) and prove (beweisen) the Parties intent to uphold this
Agreement even without the void, invalid or ineffective provisions. 
 The void, invalid or ineffective provision shall be deemed replaced by
such valid and effective provision that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this
Agreement. 
  

	29.	REMEDIES AND WAIVERS 

 No
failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No
election to affirm any Finance Document on the part of the Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or
remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law. 

  
 -68- 









	30.	AMENDMENTS AND WAIVERS 

 Any
term of the Finance Documents may be amended or waived only with the consent of the Lender, the Borrower and the Guarantor and any such amendment or waiver will be binding on all Parties. 

 

	31.	CONFIDENTIALITY AND DISCLOSURE 

  

	31.1	Each Party shall keep the other Party’s Proprietary Information strictly confidential and only use such information as appropriate in the context of this Agreement. The receiving Party shall use the same degree of
care as it uses to keep its own Proprietary Information confidential to prevent disclosure, use or publication of the disclosing Party’s Proprietary Information. Proprietary Information of the originating Party shall be held strictly
confidential by the receiving Party above unless (i) its disclosure is required by law, regulation, subpoena or other order or (ii) it is or has been: 

  

	 	31.1.1	obtained legally and freely from a third party without restriction; 

  

	 	31.1.2	independently developed by the receiving Party at a prior time or in a separate and distinct manner without benefit of any of the Proprietary Information of the disclosing Party, and documented to be as such;


  

	 	31.1.3	made available by the disclosing Party for general release independent of the receiving Party; 

  

	 	31.1.4	made public as required by law, applicable regulations or court proceedings or stock exchange requirements; 

  

	 	31.1.5	within the public domain or later becomes part of the public domain as a result of acts by someone other than the receiving Party and through no fault or wrongful act of the receiving Party. 


 

	31.2	This Section 31 shall apply mutatis mutandis to any Obligor. 

  

	31.3	For the avoidance of doubt, this Agreement may be filed with the U.S. Securities and Exchange Commission in connection with the IPO. 


  
 -69- 








 SECTION 12 

GOVERNING LAW AND ENFORCEMENT 
  

	32.	GOVERNING LAW 

 This Agreement shall be
governed by German law, without regard to principles of conflicts of law. 
  

	33.	ENFORCEMENT 

  

	33.1	Jurisdiction 

  

	 	33.1.1	The courts of Frankfurt am Main, Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of
this Agreement (a “Dispute”). 

  

	 	33.1.2	The Parties agree that the courts of Frankfurt am Main, Germany are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. 


 

	 	33.1.3	This Clause 33.1 shall not prevail over any choice of jurisdiction in any Security Document regarding the subject of the respective Security Document. 


 

	34.	CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS) 


 

	34.1	The Parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by any means of telecommunication (telekommunikative Übermittlung) such as by way
of fax or electronic photocopy. 


  
 -70- 








 This Agreement has been entered into on the date stated at the beginning of this Agreement. 

 

	
	 /s/ Dr. Martin Schweiger

	Affimed Therapeutics AG
	
	 /s/ Dr. Florian Lörsch

	PCOF 1, LLC
	
	 /s/ Dr. Florian Lörsch

	PCOF 1, LLC


  
 -71- 








 SCHEDULE 1 

Conditions Precedent 

Part I 
 Conditions
Precedent to Facility A 
  

	1.	The Borrower 

  

	 	(a)	In relation to the Borrower incorporated or established in Germany an up-to-date commercial register extract (Handelsregisterausdruck), its articles of association (Satzung), copies of any by-laws as well
as a list of shareholders (Gesellschafterliste) (if applicable). In relation to the Borrower incorporated or established in a jurisdiction other than Germany a copy of its constitutional documents. 


 

	 	(b)	In relation to the Borrower incorporated or established in Germany a notarized copy of a resolution of the shareholders of the Borrower and a copy of a resolution of the supervisory board (Aufsichtsrat) of the
Borrower approving the terms of, and the transactions contemplated by the Finance Documents. 

  

	 	(c)	A specimen of the signature of each person authorised to execute any Finance Document and other documents and notices (including, if relevant, any Utilisation Request to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party. 

  

	 	(d)	Evidence of the contribution of an amount of at least EUR 2,900,000.00 of equity into the Borrower. 

  

	 	(e)	A certificate of a an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Part I of Schedule 1 (Conditions Precedent) is correct, complete and in full
force and effect as at a date no earlier than the date of this Agreement. 

  

	2.	Legal opinions 

 Legal opinion of an independent legal counsel to the Borrower substantially in
the form set out in Schedule 14. 

  
 -72- 









	3.	Other documents and evidence 

  

	 	(a)	The Original Financial Statements of the Borrower, accompanied by an English translation which must not be certified. 

  

	 	(b)	With regard to the German Warrants, 

  

	 	(i)	a notarized, unanimous resolution of the general meeting of the Borrower authorising the management board (Vorstand) to issue warrants, 


 

	 	(ii)	a notarized, unanimous resolution of the general meeting of the Borrower in order to create a contingent capital (bedingtes Kapital) covering the exercise of warrants under the proviso that such resolution shall
only be registered with the commercial register if the IPO has not occurred by August 31, 2014 or such later date agreed upon by the lender, 

  

	 	(iii)	duly executed outline of terms and conditions of the warrant bond on the German Warrants as attached hereto as Schedule 8. 

  

	4.	Securities 

  

	 	(a)	Share Pledge Agreement regarding the shares held by the Borrower in AbCheck substantially in the form set out in Schedule 15 

  

	 	(b)	Bank account pledge agreement regarding all bank accounts of the Borrower except for special accounts for increases of the share capital substantially in the form set out in Schedule 16 


 

	 	(c)	Security Transfer Agreement (Sicherungsübereignung) excluding any assets considered Intellectual Property used in connection with or necessary forAFM11 and AFM13 substantially in the form set out in
Schedule 17 

  

	 	(d)	Receivables Transfer Agreement (Forderungsabtretung) substantially in the form set out in Schedule 18 

  

	 	(e)	Pledge Agreement on all non-US intellectual property rights of the Borrower, excluding any Intellectual Property used in connection with or necessary for AFM11 and AFM13 substantially in the form set out in
Schedule 19 

  

	 	(f)	Receivables Transfer Agreement regarding receivables from the Amphivena Agreements in the form set out in Schedule 20 

  

	 	(g)	Pledge Agreement on all US intellectual property rights of the Borrower, excluding any Intellectual Property used in connection with or necessary for AFM11 and AFM13 substantially in the form set out in
Schedule 24. 


  
 -73- 








 Part II 

Condition Precedent for Facility B 
  

	A.	In case of the completion of the IPO, the following Condition Precedent for Facility B shall apply: 

  

	1.	Evidence of the completion of the IPO, which shall be satisfied by a press release to this effect. 

  

	2.	An Accession Letter, duly executed by the Dutch Guarantor and the Borrower. 

  

	3.	A copy of the constitutional documents of the Dutch Guarantor including an up-to-date extract from the Dutch Trade Register (handelsregister) relating to it and its articles of association. 


 

	4.	A copy of a resolution of the board of directors of the Dutch Guarantor: 

  

	 	(a)	approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; 


 

	 	(b)	authorising a specified person or persons to execute the Accession Letter on its behalf; and 

  

	 	(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or
despatched by it under or in connection with the Finance Documents. 

  

	5.	If applicable, a copy of the resolutions of the supervisory board of the Dutch Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents. 


 

	6.	A specimen of the signature of each person authorised to execute any Finance Document and other documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party. 

  

	7.	A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 1 (Conditions Precedent) is correct, complete and in full force and
effect as at a date no earlier than the date of the Accession Letter. 

  

	8.	A legal opinion of an independent legal counsel of the Borrower in connection with the accession of the Dutch Guarantor substantially in the form set out in Schedule 21. 


  
 -74- 









	9.	If available, the latest audited financial statements of the Additional Obligor. 

  

	10.	With regard to the Dutch Warrants, 

  

	(i)	the Dutch Guarantor shall have issued to the Lender Dutch Warrants providing seventeen per cent (17%) warrant coverage of the total amount of USD 14,000,000.00 (including, for the avoidance of doubt, the
Warrants issued with respect to the Facility A Commitment under Clause 20.19), calculated according to the terms of the Dutch Warrants as attached hereto as Schedule 7, evidenced by (a) a resolution of the general meeting of the Dutch Guarantor
authorising the board of directors to issue warrants (rechten tot het nemen van aandelen), (b) a resolution of the board of directors of the Dutch Guarantor to issue the Dutch Warrants, and (c) a resolution of the supervisory board
of the Dutch Guarantor to approve the resolution of the management board of the Dutch Guarantor as mentioned under (b), 

  

	(ii)	a legal opinion of an independent legal counsel of the Borrower in connection with the issuance of the Dutch Warrants substantially in the form set out in Schedule 25, 


 

	B.	In case of the non-completion of the IPO, the following Condition Precedent for Facility B shall apply: 

  

	1.	Evidence of contribution of the amount of New Equity which the Borrower received. 

  

	2.	Evidence of the amount of New Cash Proceeds which the Borrower received 

  

	3.	First-ranking Pledge Agreement on all intellectual property rights of the Borrower, including any intellectual property rights regarding AFM11 and AFM13 substantially in the form set out in Schedule 19 but without
the limitations regarding AFM11 and AFM13. 

  

	4.	Security Transfer Agreement (Sicherungsübereignung) including all assets considered Intellectual Property regarding AFM11 and AFM13 substantially in the form set out in Schedule 17 but without the
limitations regarding AFM11 and AFM13. 

  

	5.	With regard to the German Warrants, 

  

	(i)	a legal opinion of an independent legal counsel of the Borrower in connection with the issuance of the German Warrants substantially in the form set out in Schedule 22; 


 

	(ii)	 the Borrower has issued German Warrants to the Lender providing seventeen per cent (17%) warrant coverage of the total amount of
USD 14,000,000.00 (including, for the avoidance of doubt, the Warrants issued with respect to the Facility A Commitment under Clause 20.19), calculated according to the term sheet of the German Warrants as attached hereto as




  
 -75- 









	 	
Schedule 8 and provided copies of the resolutions of the management board (Vorstand) and the supervisory board (Aufsichtsrat) to issue the German Warrants. 


Part III 
 Conditions
Precedent Required To Be 
 Delivered By An Additional Obligor other than the Dutch Guarantor 

 

	1.	An Accession Letter, duly executed by the Additional Obligor and the Borrower. 

  

	2.	In relation to an Additional Obligor incorporated or established in Germany an up-to-date commercial register extract (Handelsregisterausdruck), its articles of association (Satzung), copies of any by-laws
as well as a list of shareholders (Gesellschafterliste) (if applicable). In relation to an Additional Obligor incorporated in a jurisdiction other than Germany a copy of its constitutional documents. 


 

	3.	In relation to an Additional Obligor incorporated or established in Germany a copy of a resolution of the shareholders of such Additional Obligor and/or if applicable a copy of a resolution of the supervisory board
(Aufsichtsrat) and/or if applicable the advisory board (Beirat) of such Additional Obligor approving the terms of, and the transactions contemplated by the Finance Documents. In relation to an Additional Obligor incorporated in a
jurisdiction other than Germany a copy of a resolution of the shareholders of each such Additional Obligor, approving the terms of, and the transactions contemplated by the Finance Documents. 


 

	4.	A copy of a resolution of the board of directors of the Additional Obligor incorporated or established in a jurisdiction other than Germany: 


 

	 	(a)	approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; 


 

	 	(b)	authorising a specified person or persons to execute the Accession Letter on its behalf; and 

  

	 	(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or
despatched by it under or in connection with the Finance Documents. 

  

	5.	A specimen of the signature of each person authorised to execute any Finance Document and other documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party. 


  
 -76- 









	6.	In relation to an Additional Obligor incorporated or established in a jurisdiction other than Germany a certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as
appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 

  

	7.	A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 1 (Conditions Precedent) is correct, complete and in full force and
effect as at a date no earlier than the date of the Accession Letter. 

  

	8.	If available, the latest audited financial statements of the Additional Obligor. 

  

	9.	If the Additional Obligor is incorporated in a jurisdiction other than Germany, a legal opinion of the legal advisers to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated
reasonably comparable to the form set out in Schedule 14. 


  
 -77- 








 SCHEDULE 2 

Requests 
 Utilisation Request

 From: [Borrower] 
 To: [Lender] 

Dated: 
 Dear Sirs 

[Borrower] – [                    ]
Facility Agreement 
 dated
[                    ] (the “Agreement”) 
  

	1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 


 

	2.	We wish to borrow a Loan on the following terms: 

  

			
	Proposed Utilisation Date (at least 15 Business Days as from the date of the Utilization Request received by the Lender):	  	[                    ] (or, if that is not a Business Day, the next Business Day)
		
	Facility to be utilised:	  	[Facility A]/[Facility B]*
		
	Amount:	  	[    ] or, if less, the Available Facility
		
	[Interest Period:	  	[        ]]

  

	3.	The Borrower confirms to each Lender that each of the Repeated Representations is true and correct as at the date hereof as if made by reference to the facts and circumstances existing on the date hereof.


  

	4.	This Utilisation Request is irrevocable. 

  

	*	Delete as appropriate. 









	
	Yours faithfully
	
	  

	authorised signatory for
	[name of Borrower]
	
	  

	authorised signatory for
	[name of Borrower]








 SCHEDULE 3 

Existing Security 
  

							
	Name of Obligor	  	Security	  	Total Principal Amount of
Indebtedness Secured	 
			
	 n.a.
	  	n.a.	  	 	0.00	  


  
 -1 - 








 SCHEDULE 4 

Form of Cash Report 
 Deutsche Bank
Heidelberg 
  

																					
	Account	  	per: xx.xx.xxxx	 	  	 	 	  	 	 	  	Account-Nr.	 	  	BIC-Code:	 
						
	 Current account
	  	 	0.00 €	  	  				  				  	 	014080600	  	  	 	DEUTDESM672	  
	 Flexmoney 10
	  	 	0.00 €	  	  				  				  	 	014080610	  	  	 	DEUTDESM672	  
	 CHF foreign currency account
	  	 	0.00 €	  	  				  	 	fx	  	  	 	014080610	  	  	 	DEUTDESM672	  
	 GBP foreign currency account
	  	 	0.00 €	  	  	 	0.00	  	  	 	1.255	  	  	 	014080600	  	  	 	DEUTDESM672	  
	 USD foreign currency account
	  	 	0.00 €	  	  	 	0.00	  	  	 	1.367	  	  	 	014080601	  	  	 	DEUTDESM672	  
	 Savings Account 60
	  	 	0.00 €	  	  				  				  	 	014080660	  	  	 	DEUTDESM672	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  				  			
	 SUM:
	  	 	0.00 €	  	  				  			
	
	 H+G Bank Heidelberg eG, Volksbank Kurpfalz

 
	   
 

	Account	  	per: xx.xx.xxxx	 	  	 	 	  	Account-Nr.	 	  	BIC-Code:	 
					
	 Current account
	  	 	0.00 €	  	  				  	 	60586608	  	  	 	GENODE61HD3	  
	 Savings Account
	  	 	0.00 €	  	  				  	 	5760586600	  	  	 	GENODE61HD3	  
		  	  
	  
	 	  				  				  				  			
	 SUM:
	  	 	0.00 €	  	  				  			
				
	 TOTAL:
	  	 	0.00 €	  	  				  			
	  
 Deutsche Bank Heidelberg

 
	  				  				  			
	Account	  	per: xx.xx.xxxx	 	  	 	 	  	Account-Nr.	 	  	BIC-Code:	 
	 present capital increase account 3
	  	 	0.00 €	  	  	  
	 excluded from security
	   
	  	 	014080603	  	  	 	DEUTDESM672	  
	 present capital increase account 4
	  	 	0.00 €	  	  	  
	 excluded from security
	   
	  	 	014080604	  	  	 	DEUTDESM672	  
		  	 	0.00 €	  	  				  			








  
 




 







 



 
  

									
	 Name of shareholder on Affimed Therapeutics AG
	  	Nr. of shares	 	  	in % total shares
undiluted	 
	 Affimed Therapeutics AG, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany.
	  	 	50.870	  	  	 	2,45	% 
	 Prof. Dr. Melvyn Little, Immenseeweg 17, 25826 St. Peter-Ording, Germany

Private Person
	  	 	20.028	  	  	 	0,96	% 
	 Deutsches Krebsforschungszentrum, Im Neuenheimer Feld 280, 69120 Heidelberg, Germany

Stiftung des öffentlichen Rechts / Public foundation
	  	 	3.712	  	  	 	0,18	% 
	 AGUTH Holding GmbH, Schloß-Wolfsbrunnenweg 33, 69118 Heidelberg, Germany
	  	 	73.549	  	  	 	3,54	% 
	 KfW, Ludwig-Erhard-Platz 1-3, 53179 Bonn, Germany

Anstalt des öffentlichen Rechts / independent public-law institution
	  	 	44.446	  	  	 	2,14	% 
	 tbg Technologie-Beteiligungs-Gesellschaft mbH, Ludwig-Erhard-Platz 1-3, 53179 Bonn, Germany

GmbH / limited company (wholy owned subsidiary of Deutsche Ausgleichsbank DtA)
	  	 	19.426	  	  	 	0,93	% 
		  	 	—  	  	  			
	 BioMed Invest I Ltd., Suite 7, Provident House, Havilland Street, St. Peter Port, Guernsey, GY1 2QE, Channel Islands
	  	 	186.714	  	  	 	8,98	% 
	 OrbiMed Private Investments III, LP, 601 Lexington Avenue, 54th Floor, New York, NY 10022, USA

Limited Partnership; incorporated under the laws of the State of Delaware
	  	 	616.633	  	  	 	29,66	% 
	 OrbiMed Associates III, LP, 601 Lexington Avenue, 54th Floor, New York, NY 10022, USA

Limited Partnership; incorporated under the laws of the State of Delaware
	  	 	5.727	  	  	 	0,28	% 
	 LSP III Omni Investment Coöperatief U.A., Johannes Vermeerplein 9, 1071 DV Amsterdam, The
Netherlands
 a cooperative with excluded liability for its members
	  	 	186.700	  	  	 	8,98	% 
	 SGR Sagittarius Holding AG, Brügglistrasse 2, 8852 Altendorf, Switzerland
	  	 	578.150	  	  	 	27,81	% 
	 Novo Nordisk A/S, Novo Allé, 2880 Bagsværd, Denmark
	  	 	293.113	  	  	 	14,10	% 
		  	  
	  
	 	  	  
	  
	 
	 Unless otherwise indicated, each person shown has been incorporated or established under the jurisdiction applicable to its
seat.
	  	 	2.079.068	  	  	 	100,00	% 
		  	  
	  
	 	  	  
	  
	 

  
 



 







 SCHEDULE 6 

Development Milestones 

AFM11 & AFM13 
  

	1.	AFM 13 must achieve full patient recruitment for stage 1 Phase IIa Stage clinical trial for Hodgkin Lymphoma by June 30, 2016. 

  


	2.	AFM 11 must achieve recruitment of at least 15 patients for the clinical trial for Non-Hodgkin Lymphoma by March 31, 2016. 

  

	3.	One further New Business Development Transaction with an aggregate cash flow of at least USD 5,000,000.00 reasonably expected within 24 months post-closing of such transaction signed by December 31, 2015.









 SCHEDULE 7 

DRAFT DE BRAUW – AGREED FORM 
 DATED 23 JULY 2014

 WARRANT FOR THE SUBSCRIPTION OF COMMON SHARES 

AFFIMED N.V. 
 [—] 2014 
 THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A CURRENT VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH WARRANT GENERALLY MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THIS SECURITY IS
ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER MATTERS AS SET FORTH IN THE WARRANT AGREEMENT GOVERNING THE TERMS OF THIS WARRANT. THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND ARE SUBJECT TO FURTHER RESTRICTION ON TRANSFER. SUCH COMMON SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING
THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 
 Affimed N.V., a public
limited liability company under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands and address at D-69120 Heidelberg, Germany, Im Neuenheimer Feld 582, Germany (the “Company”), hereby certifies and
declares that PCOF 1, LLC, a limited liability company under the laws of [—], having its corporate seat at [—] and address at [—] (together with its successors, transferees and assigns, collectively, the “Holder”), in partial consideration for entering into that certain USD 14,000,000 term facility agreement,
dated as of [—] 2014, by and between inter alia the Company and the Holder, is entitled, subject to the provisions of this warrant (the “Warrant”), to subscribe for such
number of common shares in the share capital of the Company as set out below. 
 WHEREAS: 

 

	(A)	On [—] 2014, Affimed Therapeutics AG (“Affimed AG”), as borrower, and the Holder, as lender, entered into a USD 14,000,000 term facility
agreement (the “Facility Agreement”) and the Company, as guarantor, became a party to the Facility Agreement on [—] 2014. 


 

	(B)	Pursuant to Clause 20.19.1 of the Facility Agreement the Company is required to grant this Warrant to the Holder, 









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	(C)	The number of Common Shares to be received upon the exercise of this Warrant and the price to be paid per Common Share are subject to adjustment from time to time as set forth in this Warrant. The Common Shares
to be issued by the Company upon exercise of this Warrant, as adjusted from time to time, are hereinafter also referred to as “Warrant Shares”. 

  

	(D)	On [—] 2014, the management board of the Company has approved the granting of this Warrant and, upon exercise of this Warrant the issuance of the Warrant
Shares, to the Holder. 

  

	1	GRANT AND EXERCISE OF WARRANT 

  

	1.1	The Company grants the Holder the right, subject to the provisions of this Warrant Agreement, to subscribe for [—] fully paid common shares with a nominal value
of EUR 0.01 in the share capital of the Company (the “Common Shares”), subject to adjustment as hereinafter provided. 


The price per Common Share under this Warrant is USD [—] ([—] US dollars) 1, payable in cash or in kind (subject to section 2:94b of the Dutch Civil Code) and whether or not by means of set-off by the
Company (the “Exercise Price”). The Exercise Price shall always be equal to an amount of at least the nominal value of the Common Shares. 
  

	1.2	This Warrant may be exercised in whole or in part prior to the Expiration Date (as hereinafter defined) by completing the form set out in Schedule 1 (an “Exercise Notice”), by duly
executing such Exercise Notice, and by delivering such Exercise Notice, together with this Warrant and payment in full of the aggregate Exercise Price, to the Company. 


 

	1.3	An Exercise Notice, once issued, shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. The Warrant Exercise Notice must state
the number of Warrant Shares to which it relates. 

  

	1.4	If this Warrant should be exercised in part only, the Company shall, upon delivery of this Warrant, execute and deliver a new Warrant evidencing the rights of Holder thereof to purchase the balance of the Warrant
Shares that can be subscribed for hereunder. 

  

	1.5	Upon the exercise of this Warrant, the Company shall, within five (5) Business Days after the date of delivery of the Exercise Notice to the Company, subject always to receipt by the Company of the aggregate
Exercise Price for the 

  

	1 	The price per Common Share which corresponds to the lower end of the price range printed on the cover of the preliminary prospectus used for the roadshow for the IPO of the Company multiplied by 0.8. 









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Warrant Shares subscribed for pursuant to such exercise, issue the corresponding number of Warrant Shares (as specified in the Exercise Notice) to the Holder. 


 

	1.6	The Company undertakes to do at all times such things and to do all such acts and to execute all such documents, to the extent required to give effect to this Warrant and the exercise of this Warrant by the
Holder in accordance with the terms hereof. 

  

	1.7	To the extent this Warrant has not been exercised at or before the Expiration Date, it shall become null and void, and all rights of the Holder hereunder shall cease. 


 

	2	SET-OFF 

 The Holder may upon the exercise of this Warrant in accordance with Clause 1.1
set-off any obligation that is due and payable (opeisbaar) and not contingent (niet voorwaardelijk) of the Company to the Holder under the Facility Agreement against the obligation of the Holder to pay the aggregate Exercise Price for
the Warrant Shares subscribed for pursuant to such exercise. 
  

	3	ISSUE OF COMMON SHARES 

 On [—] 2014
the management board of the Company has been authorised by the general meeting of shareholders to issue, and to grant the right to subscribe for, Common Shares, and to exclude pre-emptive rights. The Company hereby agrees that upon due exercise of
this Warrant it shall issue Common Shares in accordance with this Warrant and all such Common Shares, when issued upon such exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and non-assessable. 

 

	4	REPRESENTATIONS 

 The Company represents and warrants to the Holder that each of the
following statements set out below is true, accurate and not misleading at the date of this Warrant: 
  

	 	(a)	The Company is duly organised and validly existing under the laws of the Netherlands and has full corporate power and authority to perform the transactions contemplated in this Agreement and has no conflict to enter
into this Agreement and each other document or instrument delivered in connection with this Agreement. 

  

	 	(b)	This Agreement and each other document or instrument delivered in connection with this Agreement constitute binding obligations of, and are enforceable against, the Company in accordance with their respective terms.










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	 	(c)	The Company currently has an authorised share capital of [—] euro (EUR [—]), consisting of [—] ([—]) common shares and [—] ([—]) cumulative
preference shares, each having a nominal value of one eurocent (EUR 0.01). 

  

	 	(d)	The Company has at the date of this Agreement not granted any warrants, options, rights to participate in profits and similar instruments or rights, to subscribe for shares in the share capital of the Company to any
party, other than [—] options granted in regard to the ESOP 2014 and ESOP 2007 equity plans, and any options granted to the underwriters in the underwriting agreement. 


 

	5	UNDERTAKINGS 

  

	5.1	The Company undertakes that, upon the exercise by the Holder of the Warrant, each Warrant Share shall: 

  

	 	(a)	be validly issued and fully paid-up and free from any existing pre-emptive rights under the articles of association of the Company (“Articles of Association”); 


 

	 	(b)	participate in all dividends allocated to the dividend reserves maintained for the Common Shares; and 

  

	 	(c)	entitle the holder thereof to the shareholder’s rights conferred upon shareholders pursuant to the Articles of Association and Netherlands Law. 


 

	5.2	The Company furthermore undertakes, save with the consent of the Holder, which shall not be unreasonably withheld: 

  

	 	(a)	that if any offer is made to all holders of Common Shares to acquire the whole of or a proportion of the Common Shares, the Company will as soon as possible give notice of such offer to the Holder and use its best
endeavours to procure that a full and adequate opportunity is given to the Holder to exercise its Warrant and that a like offer (being one pari passu with the terms offered in respect of the other Common Shares) is extended in respect of any Common
Shares issued upon the exercise of Warrant; 

  

	 	(b)	that it will pay (i) all taxes, stamp and other duties and charges in respect of the creation and issue of the Warrant and (ii) reasonable out of pocket costs in relation to any amendment, waiver or consent
requested by or on behalf of the Company and (iii) reasonable out of pocket costs in relation to the enforcement of, or the preservation of any rights of a Holder under this Warrant. 


 

	5.3	The Company agrees to procure that such number of Common Shares as equals the number of Warrants from time to time shall be reserved out of the Company’s authorised share capital for issue to the Holder upon the
exercise of the Warrant in accordance with Clause 1. 









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	6	TRANSFER AND ASSIGNMENT 

  

	6.1	Holder acknowledges that the Warrant and underlying Warrant Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It
is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Holder understands that the transfer of the Warrant
and underlying Warrant Shares, once issued, is restricted by applicable U.S. state and Federal securities laws and that any such transfer can only be effected subject to the terms of this Warrant, and that the certificates representing the Warrant
and underlying Warrant Shares, once issued, will be imprinted with legends restricting transfer except in compliance therewith. The Company need not register a transfer of the legended Warrant or underlying Warrant Shares, and may also instruct its
transfer agent not to register the transfer of the warrants or underlying Warrant Shares, unless the conditions specified in each of these legends is satisfied. 

  

	6.2	This Warrant and all rights hereunder are subject to Section 6.1 transferable in whole or in part by Holder and any successor transferee; Holder shall give five (5) Business days prior written notice (a
“Transfer Notice”) of any such transfer to the Company. The Company agrees and confirms, for the avoidance of doubt, that it in advance provides its cooperation and consent to any transfer as described herein. 


 

	7	RIGHTS OF HOLDER. 

 Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, and the rights of Holder are limited to those expressed in this Warrant. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the right to vote or to consent or to receive notice as a
shareholder of the Company on any matters or with respect to any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby. 








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	8	ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. 

 The Exercise Price and the number of
the Warrant Shares that can be subscribed for upon the exercise of the Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 

 

	 	(a)	Stock Splits. If the outstanding Common Shares are to be subdivided into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall simultaneously with the
effectiveness of such subdivision be proportionately reduced. If outstanding Common Shares shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of Warrant Shares that may be subscribed for upon the exercise of this Warrant shall be changed to the
number determined by dividing (i) an amount equal to the number of Common Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment,
by (ii) the Exercise Price in effect immediately after such adjustment. 

  

	 	(b)	Reclassification, etc. In case there occurs any reclassification or change of the outstanding Common Shares of the Company or of any reorganisation of the Company or any similar corporate reorganisation on
or after the date hereof, then, upon the exercise of this Warrant at any time after the consummation of such reclassification, change, or reorganisation, Holder shall be entitled to receive, in lieu of the Warrant Shares or other securities
receivable upon the exercise hereof prior to such consummation, the shares or other securities to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.


  

	 	(c)	Adjustment Certificate. When any adjustment is required to be made in the Warrant Shares or the Exercise Price pursuant to this Clause 8, the Company shall promptly mail to Holder a certificate setting forth
(i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of shares or other securities into which this Warrant shall be exercisable after such
adjustment. 

  

	9	PIGGYBACK REGISTRATION RIGHTS. 

  

	 	(a)	 Piggyback Registration. Whenever any of the Company’s Common Shares are proposed to be registered under the Securities Act (other than a
registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for
registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement to be used may be used for any registration of Warrant
Shares (a “Piggyback 










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Registration”), the Company shall give prompt written notice (in any event no later than five (5) business days prior to the filing of such Registration Statement) to the Holder of its
intention to effect such a registration and shall include in such registration, on a pro rata basis with all other persons and entities participating in such registration, the Warrant Shares with respect to which the Company has received written
requests for inclusion from the Holder within two (2) business days after the Company’s notice has been given to the Holder. For purposes of determining the Holder’s pro rata participation in any registration of the
Company’s Common Shares, the Holder shall be deemed to be a “Requesting Shareholder”, as defined in the RRA (defined below), if the registration is of the type described in Section 2.01 of the RRA, and the Holder shall be deemed
to be “Shareholder”, as defined in the RRA, if the registration is of the type described in Section 2.02 of the RRA. With respect to any such registration of Company Common Shares, the Company shall be liable for all Registration
Expenses, as defined in the RRA, whether or not such registration is effected 

  

	 	(b)	Registration Procedures. If and whenever the Holder requests that any Warrant Shares be registered pursuant to the provisions of this Warrant, the Company shall use its best efforts to effect the
registration and the sale of such Warrant Shares in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicable: 


(i) prior to filing of any Registration Statement, Prospectus or amendments or supplements thereto, furnish to counsel of the Holder copies of
such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel; 
 (ii) notify the
Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; 

(iii) furnish to the Holder such number of copies of the Prospectus included in such Registration Statement (including each preliminary
Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as the Holder may request in order to facilitate the disposition of the Warrant Shares; 

(iv) use commercially reasonable efforts to register or qualify such Warrant Shares under such other securities or “blue sky” laws of
such jurisdictions as may be required and do any and all other acts and things which may be necessary or advisable to enable the Holder to 








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consummate the disposition; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in
any jurisdiction where it would not otherwise be required to do so but for this Section 6(c)(iv); 
 (v) notify the Holder, at any time
when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading, and, at the request of the Holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Warrant
Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; 

(vi) upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, make available for inspection
by the Holder, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Holder or any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information requested by any such inspector, as shall be reasonably necessary to exercise its due diligence responsibility in
connection with such Registration Statement; the Holder agrees that the information obtained by it shall be deemed confidential and shall not be used by it or its affiliates as the basis for any market transactions in Common Shares unless and until
such information is made generally available to the public; 
 (vii) use its best efforts to cause such Warrant Shares to be listed on each
securities exchange on which the Common Shares arethen listed or, if the Common Shares not then listed, on a national securities exchange selected by the Holder; 

(viii) without limiting Section 6(c)(vi) above, use its best efforts to cause the Warrant Shares to be registered with or approved by such
other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Holder to consummate the disposition of such Warrant Shares in accordance with their intended method of distribution
thereof; 








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 (ix) notify the Holder promptly of any request by the Commission for the amending or
supplementing of such Registration Statement or Prospectus or for additional information; and 
 (x) advise the Holder, promptly after it
shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and otherwise use its best efforts to take all other steps necessary to effect the
registration of such Warrant Shares contemplated hereby. 
  

	 	(c)	For purposes of this Warrant, when used herein the following terms shall have the following meanings: 


“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments
and all material incorporated by reference in such prospectus or prospectuses. 
 “Registrable Securities” means (x) any
shares of Common Stock held by any Person or issuable upon conversion, exercise or exchange of any securities owned by any person or entity at any time (including Warrant Shares exercisable upon exercise of this Warrant), and (y) any shares of
Common Stock issued or issuable with respect to any shares described in subsection (x) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other
reorganization (it being understood that for purposes of this Warrant, a person or entity shall be deemed to be a holder of Registrable Securities whenever such person or entity has the right to then acquire or obtain from the Company any
Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such
securities has been declared effective by the Commission and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of
Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such securities are otherwise transferred and such securities may be resold without subsequent registration under the Securities Act, or (iv) such
securities shall have ceased to be outstanding. 








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 “Registration Statement” means any registration statement of the Company which
covers any of the Registrable Securities pursuant to the provisions of this Warrant, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials
incorporated by reference in such Registration Statement. 
 “RRA” means the Registration Rights Agreement, dated as of July
    , 2014, among the Company and the shareholders party thereto. 
  

	 	(d)	Information. The Company shall make and keep available public information, as such term is contemplated by Rule 144 under the Securities Act until all Warrant Shares have been sold pursuant to Rule 144 or
under a registration statement. 

  

	10	TERMINATION 

 This Warrant (and the right to subscribe for Warrant Shares upon the
exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): 
 (a) [—]2; or 
 (b) a Change of Control
(as defined below) of which notice has been sent to the Holder in conformity with Clause 10.1. provided that the Holder prior to closing of the transaction constituting such Change of Control (i) has failed to give notice that it wishes to
exercise the Warrant or (ii) has given notice that it does not wish to exercise the Warrant. 
  

	11	CHANGE OF CONTROL 

  

	11.1	The Company will notify the Holder of any proposed Change of Control at least twenty (20) Business Days prior to the expected closing of the transaction constituting such Change of Control by completing the
form set out in Schedule 2 (a “Change of Control Notice”) 

  

	11.2	A “Change of Control” means: 

  

	 	(i)	any sale, transfer or other disposition to another company of all or substantially all of the Company’s assets; 

  

	 	(ii)	the sale of shares of the Company resulting in more than 50% of the voting power of the Company or of the surviving entity being vested in persons or entities other than the persons or entities who own 50% or more of
the voting power of the Company immediately prior to the effectiveness of such transaction; or 

  

	2 	10 years after the date of issuance. 









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	 	(iii)	a merger or consolidation of the Company resulting in more than 50% of the voting power of the Company or of the surviving entity being vested in persons or entities other than the persons or entities who own 50% or
more of the voting power of the Company immediately prior to the effectiveness of such transaction; 

  

	 	(iv)	a voluntary liquidation of the Company; or 

  

	 	(v)	a legal demerger of the Company resulting in more than 50% of the voting power of the Company or of the demerging entity being vested in persons or entities other than the persons or entities who own 50% or more of the
voting power of the Company immediately prior to the effectiveness of such transaction. 

  

	11.3	If the Holder intends to exercise its Warrant in the event of a Change of Control, the Holder is allowed to opt for receiving, to the extent legally and practically possible, the relevant pro rata part of the
cash or other assets proceeds of the Change of Control, if any, that it would have acquired (whether directly or indirectly) had it exercised the Warrant prior to the Change of Control. 


 

	12	MODIFICATION AND WAIVER, SEVERABILITY 

  

	12.1	Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated other than by an instrument in writing signed by the Company and by Holder. 


 

	12.2	In the event any one or more of the provisions of this Warrant shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid,
illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. 


 

	13	NOTICES; PLACE OF RESIDENCE 

  

	13.1	Any notice or other communication in connection with this Warrant must be in writing in the English language and must be: 

  

	 	(i)	delivered personally; or 

  

	 	(ii)	sent by registered letter, 

 to the party due to receive the notice or communication at its
address set out at the start of this Warrant. 
  

	13.2	In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given: 

  

	 	(i)	if delivered personally, when left at the address referred to in Clause 13.1; 

  

	 	(ii)	if sent by registered letter, three days after posting it. 









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	13.3	Each party hereto can specify another address to the others by notice in writing. 

  

	14	GOVERNING LAW; COMPETENT COURT 

  

	14.1	This Warrant shall be governed exclusively by Dutch law. 

  

	14.2	The district court of Amsterdam, The Netherlands shall have exclusive jurisdiction in first instance for any dispute which may arise in connection with this Warrant. For the avoidance of doubt, Dutch law applies
to this Section 14.2. 

 [The remainder of this page has been left blank intentionally] 








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	SIGNED ON [DATE] BY:	 		 	
			
	Affimed N.V.	 		 	
			
	  
	 		 	  

	Name:	 	Adi Hoess	 		 	Name:	 	Florian Fischer
	Title:	 	Chief Executive Officer	 		 	Title:	 	Chief Financial Officer









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	For acceptance
	
	PCOF 1, LLC
	
	  

	Name:
	Title:
	Date:









	Schedule 1	Form of Warrant Exercise Notice 

 Affimed N.V. 

Im Neuenheimer Feld 582 
 D-69120 Heidelberg 

Germany 
 Date:
[—] 
 Re: Warrant Exercise Notice 

Dear Sirs, 
 Reference is made to the warrant for the
subscription of common shares in the capital of Affimed N.V., date [—] 2014 (the “Warrant”). Terms defined in the Warrant shall have the same meaning in this exercise notice. 

 
  

 
 [Exercise in full] [delete if
appropriate] 
 The Holder hereby irrevocable elects to exercise the Warrant in full, to subscribe for all Warrant Shares, being [—] Warrant Shares, at the Exercise Price. As per the date of this exercise notice, the Holder shall pay the aggregate Exercise Price for the Warrant Shares by wire transfer into the bank account of the
Company. The original the Warrant is attached to this notice. 
  

 
  

[Partial Exercise] [delete if appropriate] 
 The Holder
hereby irrevocable elects to exercise the Warrant in part, to subscribe for [—] Warrant Shares at the Exercise Price. As per the date of this exercise notice, the Holder shall pay the aggregate
Exercise Price for the Warrant Shares by wire transfer into the bank account of the Company. The original of the Warrant is attached to this notice. Subject to the issue of the Warrant Shares in accordance with the preceding sentence, the Company is
hereby requested to issue a replacement Warrant for the remaining Warrant Shares under the Warrant, in accordance with Clause 1.3 of the Warrant. 
  

 
  

The undersigned hereby represents and warrants to the Company as follows: 
  

	(a)	The undersigned is an “accredited investor” within the meaning of Regulation D, Rule 501(a), under the Securities Act. 

  

	(b)	 The undersigned is acquiring the Warrant Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof, other than the transfer of shares to an affiliated investment fund under common control with the undersigned. It understands that the issuance of the Warrant Shares has not been, and will not be,
registered under the Securities Act by reason of a specific exemption from the 










	 	
registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the undersigned’s investment intent and the accuracy of the
undersigned’s representations as expressed herein. The undersigned’s address set forth below represents the purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable
“Blue Sky” laws. 

  

	(c)	The undersigned acknowledges that the Warrant Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It is aware of the
provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. 


Please issue the Warrant Shares in the name of the Holder in accordance with the Warrant and this exercise notice. 

 

			
	Yours faithfully,
	
	[name Holder]
	
	  

	Name:	 	
	Title:	 	









	Schedule 2	Form of Change of Control Notice 

 [name Holder] 

[address Holder] 
 Date:
[—] 
 Re: Change of Control Notice 

Dear Sirs, 
 Reference is made to the warrant for the
subscription of common shares in the capital of Affimed N.V., date [—] 2014 (the “Warrant”). Terms defined in the Warrant shall have the same meaning in this exercise notice. 

We hereby notify you of the following proposed Change of Control: [description Change of Control]. The closing of the transaction constituting such
Change of Control is expected to take place on [closing date]. 
 Please note that the Warrant (and the right to subscribe for Warrant Shares upon
the exercise hereof) shall terminate upon occurrence of this Change of Control if prior to closing of the transaction constituting such Change of Control the Holder (i) has failed to give notice that it wishes to exercise the Warrant or
(ii) has given notice that it does not wish to exercise the Warrant. 
  

			
	Yours faithfully,
	
	[name Company]
	
	  

	Name:
	Title:








 Schedule 7 - Part II 

Calculation of numbers of Dutch Warrant Shares 

The Lender shall receive Dutch Warrants which entitle to the subscription of such number of shares in the Dutch Guarantor to be determined as follows: 

(i) USD 935,000 for the first tranche of the Warrants to be issued in relation to Facility A and (ii) USD 1,445,000 for the second tranche of the
Warrants to be issued in relation to Facility B, shall be divided by the exercise price for the shares in the Dutch Guarantor. The exercise price shall be 80% of the lower end of the price range printed on the cover of the preliminary prospectus
used for the roadshow for the IPO (“Exercise Price”). 
 Sample calculation, assuming the Exercise Price is USD 20: 

USD 2,380,000 (17% Warrant Coverage of the aggregate loan): USD 20 (Exercise Price) = Dutch Warrants entitling to the subscription of 119,000
shares in the Dutch Guarantor. 







 SCHEDULE 8 

July 24, 2014 
 OUTLINE
OF TERMS AND CONDITIONS OF THE WARRANT BOND 
 This Outline of Terms and Conditions (this “Term Sheet”) outlines
certain (but not all) principal terms of the warrant bond. The following Terms and Conditions are divided in the Terms and Conditions of the bond component and the warrants component of the warrant bond. Capitalized terms used herein shall have the
same meaning as ascribed to them in the Facility Agreement by and among Affimed Therapeutics AG and PCOF 1, LLC dated July 24, 2014. 
  

	A.	Terms and Conditions of the Bond 

  

			
	Issuer:	  	Affimed Therapeutics AG (“Affimed” or “Issuer”).
		
	Subscriber:	  	PCOF 1, LLC (“Subscriber”) or any trust, fund or other entity affiliated with it (in the sense of section 15 et seq. German Stock Corporation Act), any fund, trust or other entity under common management with it,
or any trust, fund or other entity affiliated with (in the sense of section 15 et seq. German Stock Corporation Act), otherwise controlled by, or managed by Perceptive Advisors LLC or its legal successors (Rechtsnachfolger).
		
	Bond:	  	 A bond (Optionsanleihe) (the “Bond”) in a EUR amount equal to the number of shares granted under the German
Warrants (see below) to be issued in up to two tranches.
  
 [The amount of Facility A and
Facility B will be reduced by the Bond amount.]

		
	Closing Date:	  	Anticipated to be (i) on or before September 15, 2014 for the first tranche and (ii) upon first Utilisation of Facility B for the second tranche (the “Closing Date”).
		
	Maturity Date:	  	The Bond will mature on the fourth (4th) anniversary of the First Utilisation Date under the Facility Agreement. The parties may agree on a shorter term of the Bond.
		
	Termination:	  	Termination rights as provided for under the Facility Agreement.









			
	Interest:	  	 The Bond will accrue interest at an annual rate equal to the greater of (a) one-month LIBOR or (b) one percent (1.00%) plus
the Applicable Margin. The Applicable Margin will be 9.00%.
  
 Interest will be
calculated on the basis of the actual number of days elapsed based on a 360-day year.
  

Upon the occurrence, and during the continuance, of an event of default, the Applicable Margin will be increased by three percent (3.00%) per annum.

 
 The Issuer pays the interest monthly in arrears.

		
	Amortization:	  	Repayment at the final maturity date or after termination.
		
	Upfront Fee:	  	On the respective Closing Date, the Issuer will pay an Upfront Fee to the Subscriber equal to 2% of the respective Bond amount.
		
	Early Prepayment Fee:	  	If the Bond is prepaid, in whole or in part, for any reason, an Early Prepayment Fee will be payable on such prepaid portion, depending on the time passed since the First Utilisation Date under the Facility Agreement, as
follows:

  

					
	 If prepaid during months 1 - 12:
	  	 	5	% 
	 If prepaid during months 13 - 24:
	  	 	3	% 
	 If prepaid during months 25 - 35:
	  	 	2	% 
	 If prepaid in or after month 36:
	  	 	1	% 


  

			
	Collateral:	  	As provided under the Facility Agreement.
		
	Other terms and conditions: 	  	Other terms and conditions of the Bond shall be substantially equal to the provisions in the Facility Agreement, in particular with regard to financial covenants, cash cover, representations and warranties etc.
		
	Conditions precedent	  	 •    Legal Opinion of an independent legal counsel of the Borrower in a
form as agreed under the  Facility Agreement.
  

•    Resolution of the general meeting of the Issuer;

 
 •    Actual corporate
documents of the Issuer.



  
 2 









			
	Governing Law:	  	Federal Republic of Germany. The parties submit to the exclusive jurisdiction of the courts in Frankfurt am Main, Germany.

 B. Terms and Conditions of the German Warrants 

 

			
	Issuer:	  	Affimed Therapeutics AG (“Affimed” or “Issuer).
		
	Subscriber:	  	PCOF 1, LLC (the “Subscriber”).
		
	Warrant:	  	Option rights regarding the shares in Affimed as defined below (one option / one share) (“German Warrants”); German Warrants shall be separable from the Bond.
		
	Closing Date:	  	Anticipated to be (i) on or before September 15, 2014 for the first tranche and (ii) upon first Utilisation of Facility B for the second tranche (the “Closing Date”).
		
	Number and type of shares; exercise price; sample calculation	  	 Affimed shall issue to Subscriber Series E Preferred Shares (as defined in the Investment Agreement Pre-IPO Financing Affimed Therapeutics AG
dated June 23-25, 2014, as amended) with an attributed portion of the share capital (Grundkapital) of EUR 1,-.
  

The number of warrants (rounded up-wards) which each entitle to the subscription of one share shall be determined by (i) USD 935,000 for the first tranche of
the German Warrants and (ii) USD 1,445,000 for the second tranche of the German Warrants, converted into EUR according to the final quotation (Schlusskurs) of the Frankfurt am Main stock exchange on the day of execution of the Facility
Agreement, divided by the exercise price.
  
 The exercise price shall amount to EUR
30.8861 (in words: Euro thirty point eight eight six one).
  
 The Series E Preferred
Shares issued to the Subscriber shall enjoy the same broad-based weighted-average anti-dilution protection as the existing Series E Preferred Shares under the Investment Agreement Pre-IPO Financing Affimed Therapeutics AG dated June 23-25, 2014, as
amended.



  
 3 









			
		  	 Any portion of the exercise price exceeding the attributed portion of the share capital shall be paid in as agio.

 
 Sample calculation: USD 2,380,000 x 0.73921 (exchange rate) = EUR 1,759,320 : EUR 30.8861
(exercise price) = 56,962 shares

		
	Contingent Capital	  	The German Warrants are covered by sufficient contingent capital (bedingtes Kapital). Contingent capital to be renewed as required.
		
	Option period	  	The period, in which the Subscriber may exercise the German Warrants, runs as from the Closing Date until its (10th) anniversary.
		
	Replacement by Dutch Warrants after the IPO	  	 In case the IPO is implemented after the issuance of the German Warrants, the German Warrants shall be replaced by the Dutch Warrants
(“Replacement”).
  
 In case of the Replacement, the Subscriber shall
receive in lieu of the German Warrants a number of Dutch Warrants which provide for a number of shares in the Dutch Guarantor equal to the amount of shares the Subscriber would have been entitled to in case the IPO would have been completed prior to
the issuance of the German Warrants, i.e. (i) USD 935,000 for the first tranche of the Warrants and (ii) USD 1,445,000 for the second tranche of the Warrants, converted into EUR according to the final quotation (Schlusskurs) of the Frankfurt
am Main stock exchange on the day of execution of the Facility Agreement, shall be divided by the exercise price for the shares in the Dutch Guarantor. The exercise price shall be 80% of the lower end of the price range provided in the preliminary
prospectus used for the roadshow for the IPO.

		
	Dilution protection:	  	 Dilution protection:
  

•    Pro rata subscription rights to be granted in case of capital increase or issuance of
convertible bonds/option bonds on an as-if-converted fully-diluted basis.
  

•    A capital reduction of the issuer’s share capital does not affect the German
Warrants and the shares granted thereunder, provided that the capital reduction is



  
 4 









			
		  	 connected with a repayment of capital or an acquisition for value of own shares. If the capital reduction is not
connected with a repayment of capital or an acquisition for value of own shares, the number of shares granted under the German Warrants shall decrease proportionally.
  

•     In case of capital increase by use of own assets of the Issuer (§ 207
AktG) the number of shares granted under the German Warrants shall increase proportionally.

		
	Governing Law:	  	Federal Republic of Germany. The parties submit to the exclusive jurisdiction of the courts in Frankfurt am Main, Germany.
		
	Conditions precedent	  	Legal Opinion in a form as agreed under the Facility Agreement.

  

	
	  

	Place, Date
	
	  

	Affimed Therapeutics AG


  
 5 









	
	  

	Place, Date
	
	  

	PCOF 1, LLC


  
 6 








 SCHEDULE 9 

Form of Transfer Certificate 

[To be completed] 
  

			
	To:	 	[                    ] as Lender
		
	From:	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

 Dated:
                     
 [Borrower]
– [                    ] Facility Agreement 

dated [                    ] (the
“Agreement”) 
  

	1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.


  

	2.	We refer to Clause 22.3 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)): 

  

	 	(a)	The Existing Lender and the New Lender agree to the Existing Lender assigning and transferring to the New Lender by assumption of contract (Vertragsübernahme) and in accordance with Clause 22.3
(Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)) all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the
Existing Lender’s Commitment(s) and participations in Loans under the Agreement as specified in the Schedule of this Transfer Certificate. 

  

	 	(b)	The proposed Transfer Date is [                    ]. 


 

	3.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 22.2.5 (Limitation of responsibility of Existing Lenders).


  

	4.	This Transfer Certificate is governed by German law. 

  

	5.	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. 








 Schedule of Transfer Certificate 

Commitment/rights and obligations to be assigned and transferred by way of assumption of contract
(Vertragsübernahme) 
 [insert relevant details] 

[Facility Office address, fax number and attention details for notices and account details for payments,] 

 

					
	[Existing Lender]	 		 	[New Lender]
			
	By:	 		 	By:
	
	This Transfer Certificate is accepted by the Lender and the Transfer Date is confirmed as [            ].
			
	[Lender]	 		 	
			
	By:	 		 	








 SCHEDULE 10 

Form of Accession Letter 
  

			
	To:	  	[            ] as Lender
		
	From:	  	[Subsidiary] and [Borrower]

 Dated:
                     
 Dear Sirs 

[Borrower] – [                    ]
Facility Agreement 
 dated
[                    ] (the “Agreement”) 
  

	1.	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 


 

	2.	[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor] [Clause 23.2 (Additional Guarantors)] of the
Agreement. [Subsidiary] is a Borrower duly incorporated under the laws of [name of relevant jurisdiction]. 

  

	3.	[The Borrower confirms that no Default is continuing or would occur as a result of [Subsidiary] becoming an Additional Borrower.] 


 

	4.	We confirm to each Lender that each of the Repeated Representations is true and correct in relation to us as at the date hereof as if made by reference to the facts and circumstances existing on the date hereof.


  

	5.	[Subsidiary’s] administrative details are as follows: 

 Address: 

Fax No: 
 Attention: 

 

	6.	This Accession Letter [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by German law. 


 

			
	[Borrower]	  	[Subsidiary]








 SCHEDULE 11 

Insurances of Therapeutics AG 
  

															
	 Nature of insurance
	  	 Insurance Company
	  	 Scope of the coverage
	  	 Insured
	  	 Sum of insurance
	  	 Annual fee
	  	 Due date
	  	 Note

								
	 Business content insurance
	  	Württembergische Versicherung AG FKA11-0360439-47	  	Fire, burglary and vandalism, tap water, storm/hail, further elemental damage	  	Business equipment, Building components, inventories/work in progress	  	 € 390.300,—

€ 189.900,—
 €
116.300,—
	  	1,332.94 €	  	01.01.J.J.	  	incl. Cell-cultures, Antibodies, Cell -lines, Lab-supplies
								
	 Loss of earnings insurance
	  	Württembergische Versicherung AG FKA11-0360439-47	  	Fire, burglary and vandalism, tap water, storm/hail, further elemental damage	  	lost profits, continuing costs, period 12 months	  	4,100,000.00 €	  	3,028.54 €	  	01.01.J.J.	  	fixed costs, revenues, licence fees
	 Electronics insurance
	  	Generali-Versicherung AG    2.GK-23.627370-8-	  	All Risk incl. over voltage, theft, short-circuit, operation errors	  	Technical equipment for Office, Data processing, Laboratory, Software	  	 193.001,00 €

1.103.000,00 €

50.000,00 €
	  	4,791.09 €	  	01.01.J.J.	  	Deductible office 150,- € / Laboratory 250,- €; Deductible of 10 %
	
	The following insurance can not be transferred
								
	 Nature of insurance
	  	 Insurance Company
	  	 Scope of the coverage
	  	 Insured
	  	 Sum of insurance
	  	 Annual fee
	  	 Due date
	  	 Note

	 operating and product liability insurance
	  	AXA- Versichg. AG VS-Nr.81238069814	  	Personen-, Sach- u. Vermögensschäden inkl. Umweltdeckung	  	inkl.Mietsachschäden € 1,0 Mio. F, Ex. LW, Schlüsselschd. € 50’, Bearbeitg.schd. € 100’	  	5.000.000,- € pauschal Pers. u. Sachschäden -.	  	5,872.90 €	  	01.01.J.J.	  	weltweite Deckung inkl. USA/Kanada mitversichert: AbCheck S.r.o. Tschechien
								
	 Genetic engineering and third-party liability insurance
	  	AXA- Versichg. AG VS-Nr.81238069815	  	Personen-, Sach- u. Vermögensschäden inkl. Umweltdeckung	  	Gentechnik-Deckung Labor S 2	  	3.000.000,- € pauschal Pers. u. Sach- / Vermögensschäden	  	1,904.00 €	  	01.01.J.J.	  	
								
	 D&O-Insurance
	  	CHARTIS Europe SA VSNr. YMM1520710	  	Vermögensschäden als Folge von Pflicht-verletzungen	  	Versichert Geschäfts-leitung, Aufsichtsrat, Ltd. Angestellte	  	10,000,000.00 €	  	22,610.00 €	  	27.06.J.J.	  	weltweit inklusive USA/Kanada AbCheck S.r.o. Tschechien









 SCHEDULE 11 

Insurances of Therapeutics AG 
  


															
	 legal expense insurance
	  	ZurichVersicherung AG VS.-Nr 637.101.516.936	  	Industrie-Strafrechts-schutz-Leistungen	  	Grunddeckung Strafkaution	  	1.000.000,00 € 200.000,00 €	  	1,477.98 €	  	01.01.J.J.	  	weltweite Geltung - inkl. AbCheck sro.
	 group travel insurance
	  	AIG U340137996	  	Unfall- Kranken- und Reisegepäckvers. für Reisende u. Team Tschechien	  	während Reise und Aufenthalt im Ausland	  	Integr. Unfallversicherung: Todesfall 15.000,— € / Invalidität 150.000,— €	  	1,163.68 €	  	01.01.J.J.	  	ohne Namens-nennung - 3 Pers. + VIP-Team
	 group accident insurance
	  	Generali-Versicherung AG    2.GK-23.971.322 -3	  	Unfallversicherung weltweit, 24-Stunden-Geltung	  	3 Mitglieder des Vorstands - namentlich benannt	  	Todesfall € 500.000,00 € Invalidität € 1.000.000,00 € je Person	  	2,142.00 €	  	03.08.J.J.	  	
								
	 volunteers’ trial insurance
	  	Chubb Düsseldorf 35881543	  		  	 klinische Studie Deutschland
 AFM
13-101
	  	5,000,000.00 €	  	Einmalprämie: 8.500,00 €	  		  	
	 volunteers’ trial insurance
	  	Chubb, Phoenix 99486090	  		  	klinische Studie USA AFM 13-101	  	10,000,000.00 €	  	Einmalprämie 53.676 USD Rückerstattung nach Studienende: 46.676 USD	  		  	
	 volunteers’ trial insurance
	  	Chubb Düsseldorf 99484410	  		  	 klinische Studie Deutschland
 AFM
11-101
	  	5,000,000.00 €	  	Einmalprämie- für AFM11-101 noch nicht in Rechnung gestellt	  		  	
								
	 cargo insurance
	  	esa cargo & logistics GmbH	  	Transportgut	  	temperaturgeführter Transport von BI, Biberach zu Temmler, München13.01.-15.01.2014	  	750,000.00 €	  	Einmalprämie	  		  	
	
	 Private insurances of the managing board

	 SB-Versicherung
	  	 CHARTIS
 Europe S.A.

 
 Y 551580615
	  		  	 weltweit
  

Dr. Eugene Zhukovsky
	  	350,000.00 €	  	928.20 €	  	27.06.J.J.	  	ohne SB









 SCHEDULE 11 

Insurances of Therapeutics AG 
  


															
	 SB-Versicherung
	  	 CHARTIS
 Europe S.A.

 
 Y 551580486
	  		  	 weltweit
  

Dr. Florian Fischer
	  	350,000.00 €	  	928.20 €	  	27.06.J.J.	  	ohne SB
	 SB-Versicherung
	  	 CHARTIS
 Europe S.A.

 
 Y 551580484
	  		  	 weltweit
  

Dr. Adi Hoess
	  	350,000.00 €	  	928.20 €	  	27.06.J.J.	  	ohne SB
	 SB-Versicherung
	  	 CHARTIS
 Europe S.A.

 
 Y551580483
	  		  	 weltweit
  

Prof. Dr. Melvyn Little
	  	350,000.00 €	  	2,227.68 €	  	Einmal-prämie	  	Run-Off-Police - Prämie bereits bezahlt !
	 SB-Versicherung
	  	 CHARTIS
 Europe S.A.

 
 Y551580485
	  		  	 weltweit
  

Dr. Rolf Günther
	  	350,000.00 €	  	2,227.68 €	  	Einmal-prämie	  	Run-Off-Police - Prämie bereits bezahlt !








 SCHEDULE 12 

PATENTS FOR AFM11 
  

	1.	“Multivalent antibody constructs” (TandAb) [inlicensed] 

 Application discloses bivalent and
tetravalent Fv antibody constructs (TandAb); constructs can be monospecific, bi- or multispecific. Each molecule comprises four variable domains linked by linker 1, 2, and 3 which can differ in length; general diagnostic and therapeutic use, in
particular for viral, bacterial or tumoral disease is mentioned 
 Patent term: May 5, 2019 

Granted in: Europe, USA, Japan, Australia, Canada 
  

	2.	“TandAb – New domain order” (TandAb) 

 Application covers TandAbs having a different
domain order. In contrast to first TandAb application various specificities and medical uses are disclosed; exemplified are CD3xCD19 and HSAxCD3 TandAbs 

Filing date: February 25, 2010 
 Status: pending 







 SCHEDULE 13 

PATENTS FOR AFM13 
  

	1.	“Multivalent antibody constructs” (TandAb) [inlicensed] 

 Application discloses bivalent and
tetravalent Fv antibody constructs (TandAb); constructs can be monospecific, bi- or multispecific. Each molecule comprises four variable domains linked by linker 1, 2, and 3 which can differ in length; general diagnostic and therapeutic use, in
particular for viral, bacterial or tumoral disease is mentioned 
 Patent term: May 5, 2019 

Granted in: Europe, USA, Japan, Australia, Canada 
  

	2.	“Anti-CD16A binding molecules” 

 The invention relates to anti-CD16A binding molecules which
are not binding to CD16B; various bispecific antibodies or different antibody formats and their medical uses are disclosed 
 Filing date: May 26, 2006
(term possible to 2026) 
 Status: pending in Europe, USA, Australia, Canada, China, Russia, India, Brazil 

 

	3.	“CD16xCD30” [inlicensed] 

 Patent relates to bispecific CD16xCD30 Fv antibodies useful for the
lysis of CD30 expressing cells (such as HL); exemplified are diabodies; not limited to particular format 
 Patent term: August 2, 2020 

Granted in: Europe 







 SCHEDULE 14 
  

					
	[PCOF 1, LLC]	  	 CMS Hasche Sigle

Partnerschaft von Rechtsanwälten
 und
Steuerberatern mbB
  
 Nymphenburger Str. 12

80335 München
  

T +49 [—]

F +49 [—]
  

www.cms-hs.com

		  	  
 Deutsche Bank AG, Frankfurt

		  	BLZ	  	500 700 10
		  	Kto.	  	094 043 700
		  	IBAN	  	DE44500700100094043700
		  	BIC	  	DEUTDEFFXXX
		  	  
 Stefan-Ulrich Müller

 
 Our ref.: [—]

Office: [—]

T +49 [—]

F +49 [—]

E stefan-ulrich.mueller@cms-hs.com

		
	Affimed Therapeutics AG – German Legal Opinion re Credit Facility	  	[—] 2014

 Dear Sir/Madam 
 We are acting
as German legal advisors to Affimed Therapeutics AG, a private company with limited liability organized under the laws of the Federal Republic of Germany (the “Borrower”) as to the laws of the Federal Republic of Germany
(“Germany”) in connection with a credit facility (the “Credit Facility”) to be provided by you to the Borrower under the Term Facility Agreement dated [—] and
entered into between the Borrower and [PCOF 1, LLC] (the “Facility Agreement”; the Facility Agreement together with the security agreements entered into in connection with the Facility Agreement, with the exception of any security
agreements that are not governed by German law, the “Loan Documents”). 
 This opinion is delivered to you pursuant to [Part 1 clause 2 of
Schedule 1 to the Facility Agreement in connection with Schedule 14 to the Facility Agreement]. 
  

	I.	Documents reviewed 

 In the above-mentioned capacity we have, in particular, examined
copies of the following documents (together, the “Opinion Documents”): 
  

	 	1.	A copy of the articles of association of the Company in its most current version as of [—] (the “Articles of Association”); 









	 	2.	A copy of an electronic excerpt from the commercial register (Handelsregister) (the “Commercial Register Extract”) concerning the Company registered under docket number 336536 at the local court
(Amtsgericht) of Mannheim, Germany (the “Commercial Register”) dated [—]; 

  

	 	3.	A copy of the executed Loan Documents, comprising the executed Facility Agreement, an account pledge agreement, a global assignment agreement, a first-ranking pledge agreement on intellectual property rights and a
security transfer agreement, all governed by German law; 

  

	 	4.	A copy of the notarized minutes of the general meeting of the Borrower dated [—] in which the general meeting resolved on the approval of the Loan Documents pursuant
to § 179a AktG (such resolution: the “General Meeting Resolution”); 

  

	 	5.	A copy of the minutes of the supervisory board resolution dated [—] with which the supervisory board of the Borrower approved the Loan Documents; 


 

	 	6.	A copy of the minutes of the management board resolution dated [—] with which the management board of the Borrower resolved to enter into the Loan Documents (the
“Management Board Resolution”). 

  

	II.	Assumptions 

 In considering the Opinion Documents for the purposes of this Legal Opinion
we have assumed with your consent and without any further verification that 
  

	 	•	 	all Opinion Documents submitted to us as originals are authentic; 

  

	 	•	 	all signatures on all documents which we have examined are genuine; 

  

	 	•	 	all Opinion Documents provided to us as copies are identical to their respective originals; 

  

	 	•	 	all Opinion Documents which were only provided as drafts were or will be signed in the same form; 

  

	 	•	 	all Opinion Documents were validly signed, authorised, executed and delivered by the natural persons and legal entities (other than the Company) named as parties therein and that their validity and enforceability is not
affected by any laws other than German law; 


  
 Page 2 









	 	•	 	the Commercial Register Extract is complete, accurate and reflects all matters which can be registered in such register and no application for an entry has been made, no entry has been made and no resolution has been
passed to apply for an entry therein which is not reflected in the Commercial Register Extract from the date of the Commercial Register Extracts until the date hereof; 


 

	 	•	 	the Articles of Association is in its most current form and there are no side agreements thereto; 

  

	 	•	 	all Opinion Documents were, in comparison to the version presented to us, complete, not revoked, supplemented or amended in any other way (including by side-letters) without our being informed prior to issue of this
Legal Opinion; 

  

	 	•	 	the Company maintains its registered offices in Heidelberg which is the place from which the Company is in fact administered and where all Company related decisions are taken (tatsächlicher Verwaltungssitz)
as well as its effective place of management (tatsächliche Geschäftsleitung). 

  

	III.	Legal Opinion 

 On the basis of our review of the Opinion Documents and subject to the
assumptions and qualifications set forth above and below, we are of the opinion as of today’s date that: 
  

	 	1.	The Borrower is a German stock corporation duly organized and validly existing under the laws of Germany, and has the corporate power and authority to execute and deliver, and to perform and observe the provisions of,
the Loan Documents. 

  

	 	2.	The Loan Documents have each been duly authorized, executed and delivered by the Borrower. 

  

	 	3.	The execution and delivery of the Loan Documents by the Borrower are not in violation of its Articles of Incorporation or Bylaws or any material German laws applicable to the Borrower. 


  
 Page 3 









	IV.	Qualifications 

 This Legal Opinion is subject to the following qualifications: 

 

	 	a)	Where under the provisions of any document presented to us any party is vested with discretion or may determine a matter in his opinion, German law may require that such discretion be exercised reasonably or that such
opinion be based on reasonable grounds. Provisions which purport that any determination, certificate or statement of account made or given by any party is to be final, conclusive or binding may not be enforced and will not prevent judicial enquiry
into the merits of the matter and the basis of which such determination, certificate or statement of account is made. 

  

	 	b)	Although German law, in general, recognizes the concept of irrevocability, a German court may limit the scope of this concept by applying restrictions for cause (wichtige Gründe), such as material changes in
the underlying situation of the respective concerned party entitling it to withdraw a right irrevocably granted, or to challenge a notice or other expression of an intention or instruction which was stated to be irrevocable. 


We are providing you with this letter solely in your capacity as “Lender” under the Facility Agreement. This letter is solely for your benefit in
connection with the Credit Facility. Other than for this designated purpose this communication may not be used, forwarded to third parties or quoted without our consent, nor may you refer to this document when communicating with third parties except
that it may be referenced in the Credit Facility and you may quote, use and refer to the letter in any legal proceeding related to the Credit Facility to which you are a party. Under no circumstances do we assume any liability whatsoever
vis-à-vis third parties in connection with this letter, irrespective of legal reason and jurisdiction. 
 The statements which we make in this letter
apply exclusively with effect as of today’s date and are given solely on the basis of prevailing German law on this date and we do not comment on any future changes to the issues addressed in this letter. 

This Legal Opinion is subject to German law. 
 Yours faithfully

 CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB 

  
 Page 4 








 SCHEDULE 15 

24 JULY 2014 
  

 
 SHARE PLEDGE
AGREEMENT 
  
  

between 
 AFFIMED THERAPEUTICS
AG 
 and 
 PCOF 1, LLC

  
 



 








 



 
  

 CONTENTS 
  

							
	CLAUSE	  	PAGE	 
	 1.
	 	DEFINED TERMS	  	 	4	  
	 2.
	 	PLEDGE OF THE SHARE	  	 	5	  
	 3.
	 	CREATION OF SECURITY	  	 	5	  
	 4.
	 	COLLECTION AND VOTING RIGHTS	  	 	6	  
	 5.
	 	REPRESENTATIONS AND WARRANTIES	  	 	7	  
	 6.
	 	UNDERTAKINGS	  	 	8	  
	 7.
	 	REALISATION OF THE PLEDGE	  	 	10	  
	 8.
	 	TERM OF THE PLEDGE	  	 	12	  
	 9.
	 	SUCCESSORS, TRANSFER, ASSIGNMENT	  	 	12	  
	 10.
	 	GENERAL	  	 	13	  
		
	SCHEDULE	  	PAGE	 
	 Schedule 1 Form of Confirmation of the Company
	  	 	17	  









 



 
  

 THIS AGREEMENT (“Agreement”) is entered into as of 24 July 2014, pursuant to
Section 1309 et seq. of the Civil Code 
 BETWEEN: 
  

	(1)	Affimed Therapeutics AG, a stock corporation (Aktiengesellschaft) organized under the laws of Germany with its registered seat in Heidelberg, Germany, registered with the commercial register
(Handelsregister) of the local court (Amtsgericht) of Mannheim under no. HRB 336536 with offices located at Technologiepark, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany, as pledgor 


– hereinafter referred to as “Pledgor” – 

 

	(2)	and PCOF 1, LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022 


– hereinafter referred to as “Pledgee” – 

The persons listed in no. (1) to (2) above are also referred to collectively as the “Parties”. 

PREAMBLE 
  

	(A)	Pursuant to a facility agreement dated July 24, 2014 made between the Pledgor as Borrower and the Pledgee as Lender (“Facility Agreement”), the Pledgee has agreed to make available to the Pledgor a
facility up to the total amount of USD 14,000,000.00 (in words: US Dollars fourteen million) (“Facility”). 

  

	(B)	The Pledgee has agreed to make available to the Pledgor the Facility under the Facility Agreement on the condition that, among others, the Pledgor and the Pledgee enter into this Agreement in order to secure certain
debts of the Pledgor under the Facility Agreement. 

  

	(C)	The Pledgor wishes to enter into this Agreement in order to secure the debts towards the Pledgee resulting from the Facility Agreement by creating a pledge over the Share (as defined below) of the Pledgor in
AbCheck s.r.o., a Czech limited liability company (společnost s ručením omezeným), with its registered office in Pilsen (Plzeň) – Skvrňany, Teslova 1202/3, Postal Code 301 00, Czech Republic, Id.
No.: 284 71 512, registered with the regional court of Pilsen under C 24273 (“Company”). 

  

	(D)	The Company is a wholly owned subsidiary of the Pledgor. 









 



 
  

 NOW IT IS AGREED as follows: 
  


	1.	DEFINED TERMS 

 Unless otherwise explicitly stated herein, capitalized terms used in this
Agreement without definition shall have the meaning ascribed to them in the Facility Agreement and: 
 “Civil Code” means
the Czech Act No. 89/2012 Coll., the Civil Code, as amended. 
 “Commercial Register” means a type of public register
as defined in the Czech Act on Public Registers. 
 “Czech Act on Public Registers” means Czech Act No. 304/2013 Coll.,
on Public Registers of Entities and Natural Persons, as amended. 
 “Default” means any Default under the Facility
Agreement. 
 “Encumbrance” means any pledge, burden, a limitation in accordance with Section 1309(2) or
Section 1761 of the Civil Code, execution or any other right of a third party of whatever nature or any other agreement or arrangement having a similar effect. 

“Event of Default” means any Event of Default under the Facility Agreement, subject to the cure period provided for in clause
21.14 (Cure Period) of the Facility Agreement. 
 “Finance Documents” means the Finance Documents and the Security
Document(s) as defined in the Facility Agreement. 
 “Memorandum of Association” means the Company’s deed of foundation
dated 26 August 2011. 
 “Pledge” means the pledge of the Share to the Pledgee established in accordance with Clause
2.1 of this Agreement. 
 “Secured Debts” means any and all debts owing from the Pledgor to the Pledgee under the Facility
Agreement, this Agreement or any other Finance Document, in each case irrespective of whether such debts are present or future, actual or contingent. Without limiting the generality of the foregoing the Secured Debts include: 

 

	 	(a)	the principal amount of the Facility outstanding under the Facility Agreement and all of its statutory accessories (příslušenství); 


 

	 	(b)	interest which would have accrued on any amount under (a) above but for the filing of an insolvency petition; 









 



 
  


	 	(c)	fees, remunerations, costs and expenses, contractual penalties and other sanctions, as well as payments under the liability of indemnity; 


 

	 	(d)	damages (náhrada škody) arising from a breach of obligations; and 

  

	 	(e)	debts arising as a result of any potential withdrawal (odstoupení) from, or termination by notice (výpověd’) or other cancellation of, any contractual obligation under the
Finance Documents, and the recovery of unjust enrichment (bezdůvodné obohacení) in the event that any of the Finance Documents becomes, or proves to be, invalid, ineffective, apparent (zdánlivá) or
unenforceable; 

 provided, however, that the debts stated under (b) through (e) above will be secured if they accrue
on or before 1 July 2023 and up to the aggregate maximum principal amount of USD 18,000,000.00. 
 “Share” means the
entire share (podíl) of the Pledgor in the Company. As of the date of signing this Agreement, the Share is a 100% share in the Company, corresponding to a fully paid-up contribution of CZK 11,004,000 to the registered capital of the
Company, and 100% of voting rights in the Company. 
  

	2.	PLEDGE OF THE SHARE 

  

	2.1	For the purpose of securing the timely and due payment and discharge in full of all of the Secured Debts, the Pledgor hereby irrevocably and unconditionally pledges the Share in favour of the Pledgee pursuant to
Section 1309 et. seq. of the Civil Code. 

  

	2.2	The Pledgee hereby accepts the Pledge created in its favour over the Share. 

  

	2.3	During the term of the Pledge’s existence, the Pledge shall also apply to any proceeds from the pledged Share such as claims to profit distributions and right to future liquidation proceeds ensuing from the pledged
Share. 

  

	2.4	This Pledge shall survive, and shall not be affected by any change in the ownership structure or the legal status of the Company or the Pledgor until all Secured Debts are repaid in full. 


 

	3.	CREATION OF SECURITY 

  

	3.1	The Pledge of the Share will be created upon its registration in favour of the Pledgee with the Commercial Register (“Registration”). 









 



 
  


	3.2	The Pledgor is obliged to file the application for the registration of the Pledge in the Commercial Register with the relevant court within twenty (20) Business Days from the date of signing this Agreement. The
Pledgor will undertake all reasonable efforts to ensure that the Registration is effected within twenty (30) Business Days from the date of signing this Agreement and the Pledgee will provide any and all reasonably requested cooperation. Upon
the Registration being completed, the Pledgor undertakes to notify the Pledgee immediately that the same has occurred by delivering to the Pledgee the original extract from the Commercial Register in respect of the Company evidencing the due
Registration. 

  

	3.3	The Pledgor shall pay the court fees to the relevant court for the Registration. 

  

	3.4	For the purpose of Section 12 of the Czech Act on Public Registers, the Pledgee hereby explicitly agrees that the Pledge shall be registered in its favour in the Commercial Register with identification of the
Pledgee as the pledgee. 

  

	3.5	Notwithstanding Clause 3.2 above, the Pledgee shall have the right to submit a petition for the Registration independently of the Pledgor. If the Pledgee files such petition, the Pledgor shall provide the Pledgee
immediately with any and all assistance it may reasonably require and, provided that the Pledgor has failed to file and sustain the petition for the Registration in accordance with this Agreement, forthwith pay, or reimburse the Pledgee for, any and
all out of pocket costs and expenses reasonably incurred in connection with the proceedings for the Registration. 

  

	3.6	The Pledgor undertakes that unless with the consent of the Pledgee, 

  

	 	3.6.1	it shall not withdraw a petition for the Registration filed pursuant to Clause 3.2 unless the Pledgor immediately replaces the withdrawn petition with a petition it reasonably considers to be more effective in order to
complete the Registration; 

  

	 	3.6.2	it shall not file a petition for the deletion of the Pledge from the Commercial Register; and 

  

	 	3.6.3	it shall not take any other steps that could result in such deletion of the Pledge. 

  

	4.	COLLECTION AND VOTING RIGHTS 

  

	4.1	Upon the occurrence of an Event of Default which is continuing, the Pledgor shall, subject to Clause 7 of this Agreement, if so directed by the Pledgee in writing take all necessary steps to ensure that the Company
directs to the Pledgee all payments or other benefits arising in connection with the Share up to the amount of the due but unpaid Secured Debts. 

  

	4.2	In the event of occurrence of an Event of Default which his continuing, the Pledgor shall if so directed by the Pledgee in writing, subject to Clause 7 of this Agreement, immediately cease to exercise any and all
shareholder’s rights related to the Share. 









 



 
  


	4.3	Subject to the aforesaid, the Pledgor shall, in exercising the voting rights relating to the Share, act in good faith to ensure that the pledge over the Share is not in any way adversely affected. The Pledgor undertakes
to exercise such voting rights from time to time in such a way that, without the prior consent of the Pledgee no resolutions with respect to the reduction of the Company’s registered capital or the termination and change of its existence or
business are passed. 

  

	5.	REPRESENTATIONS AND WARRANTIES 

 As of the date of signing this Agreement, the Pledgor represents and
warrants to the Pledgee that all of these representations and warranties are true, accurate and complete: 
  

	5.1	the Pledgor is a company duly incorporated and validly existing under German law and has the power to own its assets and carry on its business as it is being conducted; 


 

	5.2	the Pledgor is the sole, unencumbered and lawful owner of the Share and has full and unencumbered rights with regard to the Share save for this pledge. The Share represents 100% share in the Company in existence at
the date hereof and is fully paid up, and the Pledgor is a beneficiary of all voting rights related to the Share, free from any Encumbrance save for this pledge; 

  


	5.3	the Share is not subject to any Encumbrance and there is no agreement or option to create any Encumbrance save for this Pledge; 

  

	5.4	the Share does not form part of any cumulative asset (věc hromadná) already pledged and the Pledgor’s rights in respect of the Share are not restricted in any other manner except for
(i) potential limitations arising from the Memorandum of Association, (ii) any restrictions permitted under the Facility Agreement or (iii) imposed with the consent of the Pledgee. The Share or its parts do not form part of a
family enterprise (rodinný závod); 

  

	5.5	the Share is not subject to any dispute or either real or alleged claim raised by a third person and the Pledgor has not received any written notice of any such dispute or either real or alleged claims and there are no
due and unpaid obligations in relation to the Share; 

  

	5.6	the Memorandum of Association represents the current wording of the Company’s memorandum of association or deed of foundation, and the creation of the pledge over the Share does not require approval of the
Company’s General Meeting; 

  

	5.7	the Pledgor or the shareholders of the Pledgor have not taken any corporate action nor have any other steps been taken or legal proceedings been started against the Pledgor for bankruptcy, liquidation, moratorium,
winding-up, dissolution, administration or reorganization of the Pledgor; 









 



 
  


	5.8	the Pledgor is not insolvent, there is no impending insolvency (hrozící úpadek) with regard to the Pledgor, no insolvency proceedings have been initiated against the Pledgor, and no
insolvency petition has been filed with an insolvency court against the Pledgor under any jurisdiction and that there is no administrative, court, arbitration or criminal proceeding in progress or impending, which could influence the capacity of the
Pledgor to pledge the Share under this Agreement or meet the obligations of the Pledgor under this Agreement; 

  

	5.9	the Company is a limited liability company duly incorporated and validly existing under the Czech law and has the power to own its assets and carry on its business as it is being conducted; 


 

	5.10	the Company is not insolvent and there is no impending insolvency (hrozící úpadek) with regard to the Company. The Pledgor and/or the Company have not taken any action nor, to the best
knowledge of the Pledgor after due inquiry, have any other steps been taken or legal proceedings been started against the Company for bankruptcy, liquidation, moratorium, winding-up, dissolution, administration or reorganization of the Company;
and 

  

	5.11	to the best of the Pledgor’s knowledge and belief, the Pledgor is not in arrears with tax or other similar payments towards the state of the Czech Republic. 


 

	6.	UNDERTAKINGS 

  

	6.1	The Pledgor undertakes that, until the lapse of the Pledge pursuant to Clause 8, it shall: 

  

	 	6.1.1	deliver to the Pledgee the confirmation of the Company substantially in the form of Schedule 1 of this Agreement, duly signed by the statutory representative of the Company, within twenty (20) Business Days
following the date of this Agreement; 

  

	 	6.1.2	notify the Pledgee in writing without undue delay after it becomes aware of any Encumbrance with respect to the Share, including any such right arising by operation of law or from a decision of a relevant authority;


  

	 	6.1.3	refrain from any acts, which may reasonably be expected to negatively affect the enforcement of the Pledge by the Pledgee; and 

  


	 	6.1.4	at its own expenses, promptly do whatever is reasonably necessary, or whatever the Pledgee reasonably requires to perfect or protect the Pledge and the priority of the Pledge; or to facilitate the enforcement of
the Pledge and the exercise of any rights vested in the Pledgee. 









 



 
  


	6.2	The Pledgor undertakes that, until the lapse of the Pledge pursuant to Clause 8, it shall not (unless, in each case, if expressly permitted in the Facility Agreement, in this Agreement or by the Pledgee):


  

	 	6.2.1	create or permit to subsist any Encumbrance other than the Pledge created under this Agreement in respect of the Share or do anything, which prejudices the Pledgee’s rights arising in connection with this
Agreement; 

  

	 	6.2.2	sell, transfer, assign or otherwise dispose of the Share or a part of it (and/or any benefit of all or any of the Pledgor’s rights attached to such Share or any part thereof) or attempt or agree to do so, or to
pass a resolution that the Company be wound up; 

  

	 	6.2.3	amend or participate in the amendment of the Memorandum of Association or any other constitutional documents of the Company or any agreement (including a shareholders’ agreement) in such manner that it
restricts a transfer of all or any part of the Share in connection with any enforcement of the Pledge, or contains any other provision which could adversely affect or restrict the enforcement of the Pledge; 


 

	 	6.2.4	participate in any increase or reduction of the Company’s registered capital, division of any part of the Share or any similar decision without the Pledgee’s consent; 


 

	 	6.2.5	enter or agree to enter into any agreement or arrangement between the Pledgor and/or the Company and any shareholder(s) of the Company or any third party that may reasonably be expected to adversely affect the validity
or effectiveness of this Agreement or the enforcement of the Pledge; 

  

	 	6.2.6	vote at any General Meeting of the Company or outside such General Meeting in favour of, any resolution concerning any reorganization, the transfer of more than 75 % of the Company’s assets,
consolidation, merger, dissolution, decrease of registered capital, issue or sale of securities, cancellation, modification or limitation of any rights attaching to the Share or on the distribution of the Company’s profits (unless
permitted under this Agreement or under any other Finance Document or unless expressly permitted by the Pledgee) or any other similar actions reasonably expected to have a material adverse effect on the rights of the Pledgee under this Agreement;


  

	 	6.2.7	exercise any rights attached to the Share in a manner which would constitute an Event of Default or could reasonably be expected to be materially prejudicial to the validity or enforceability of the Pledge; or


  

	 	6.2.8	take any steps which may reasonably be expected to adversely affect the existence, ranking or enforceability of the Pledge. 









 



 
  


	7.	REALISATION OF THE PLEDGE 

  

	7.1	On the occurrence of an Event of Default which is continuing and if, in addition, the Pledgor has failed to meet all or part of its payment obligations in respect of any of the Secured Debts, the Pledgee shall be
entitled to realize the Pledge over the Share, at the Pledgor’s expense, in any manner of the Pledgee’s choice permitted by any applicable legal regulations in force at the moment of realization of the Pledge or agreed under this
Agreement, and use any proceeds from the Pledge for satisfaction of the Secured Debts, or proceed to protect and enforce its rights under this Agreement or under any applicable laws to the satisfaction of the Secured Debts,
or to enforce its rights under this Agreement by such appropriate judicial or non-judicial proceedings that the Pledgee shall deem the most effective. The Pledgee shall be entitled, at its sole discretion, to realize the Pledge under
this Agreement partially or wholly and at any time upon prior notice to the Pledgor change the manner of realization of the Pledge and to repeat the realization of the Pledge. The Pledgee shall notify the shareholders of the Company of
commencement of the pledge realization. Notwithstanding any provision of any Finance Document, the Pledgee is obliged to proceed with Section 1365(1) of the Civil Code. By reference to the “Share” in this Clause 7 it refers to all
shares or their parts in case of their division, in relation to which the Pledgee realizes the Pledge. 

  

	7.2	The Parties have agreed that the Pledge may be realized in any of the following ways at the election of the Pledgee (which methods may be in addition to the methods provided for by law at the time the Pledge is
realized): 

  

	 	(a)	the direct sale of the Share to a third party for a price no less than 80 % of the value of the Share unless otherwise agreed upon by the Parties. The value of the Share shall be determined by an expert appointed
by the Pledgee, provided that if the Pledgor so requests then the Pledgee shall appoint a second expert chosen by the Pledgor and the value of the Share shall equal the arithmetic mean of the values determined by the two experts; 


 

	 	(b)	the sale of the Share in a voluntary public auction in accordance with the provisions of Act No. 26/2000 Coll., on Public Auctions, as amended, or any legislation replacing it; and 


 

	 	(c)	the sale of the Share in a public tender process on the most advantageous offer in accordance with the provisions of Section 1772 et seq. of the Civil Code, or any legislation replacing it.


  

	7.3	In accordance with Section 1364 of the Civil Code, the Pledgee is entitled to realize the Pledge (i.e. to effect the sale of the Share) no earlier than thirty (30) days after the Pledgee has notified the
Pledgor of the commencement of the pledge exercise pursuant to this Agreement. 









 



 
  


	7.4	The net proceeds arising from the realization of the Pledge under this Clause 7 shall be applied for the satisfaction of any and all of the Secured Debts in accordance with the Facility Agreement. 


 

	7.5	If the Pledgee does not succeed in selling the Share pursuant to Section 1326 of the Civil Code as set out in Clause 7.1, the Pledgee shall be entitled to exercise the rights connected with the pledged Share,
commencing from the unsuccessful attempt to sell the Share. The Pledgee may agree with the Pledgor on accepting the Share as a payment of the Secured Debts in the form of an agreement on transfer of share pursuant to Section 1327 of the
Civil Code and under the usual business terms. The Pledgee may exercise this right within one (1) month commencing from the unsuccessful attempt to sell the Share. Such agreement shall state that the Share is being transferred for the payment
of the Secured Debts, specifying grounds and amount thereof. The transfer of the Share for the payment of the Secured Debts shall not be subject to approval of the Company’s General Meeting (if otherwise required). The Pledgee shall be under no
obligation to proceed with the transfer if it in its sole discretion decides so in any phase of such transfer process. The purchase price shall be set-off against the amount of the payable Secured Debts. The Pledgee shall pay to the Pledgor without
undue delay after the transfer of the Share the amount agreed in the agreement on the transfer of the Share by which the purchase price exceeds the amount of the payable Secured Debts. 


 

	7.6	In connection with the realization of the Pledge by the Pledgee, the Pledgor undertakes to provide the Pledgee with all reasonably necessary assistance and cooperation, especially to procure and deliver all
documents required for the realization of the Pledge. 

  

	7.7	The Parties have agreed on the following terms and conditions for the termination of the pledge over the Share as a result of deposition of a value (složení ceny) of the Share by the Pledgor to the
Pledgee pursuant to Section 1377 (1) letter d) of the Civil Code: 

  

	 	(a)	the Pledgor is obliged to notify the Pledgee in writing, at least 60 days in advance of its intention to deposit the value of the Share to allow for the execution of an expert valuation in accordance with
(b) below; 

  

	 	(b)	the value of the Share shall be determined by an expert appointed by the Pledgee without undue delay after the Pledgor notifies the Pledgee of its intention to deposit the value of the Share; provided that if the
Pledgor so requests then the Pledgee shall appoint a second expert chosen by the Pledgor and the value of the Share for purposes of the deposition shall equal the arithmetic mean of the values determined by the two experts; 


 

	 	(c)	the costs of such expert valuation shall be borne by the Pledgor; and 









 



 
  


	 	(d)	the Pledgor shall provide the Pledgee and the expert(s) with all cooperation reasonably necessary or appropriate for determining the value of the Share; in particular, the Pledgor shall submit the entire documentation
relating to the Share and the Company, as may be reasonably requested by the expert. 

  

	7.8	Any payment received by the Pledgee under this Agreement (especially the value of the Share deposited pursuant to Clause 7.7 shall be deposited in a special account of the Pledgee and shall be deemed to be a security
(jistota) in accordance with Section 2012 et seq. of the Civil Code and may be used for the payment of due and payable Secured Debts. 

  

	7.9	The Pledgee undertakes to procure that, upon the realization of the Pledge, the Company remains obliged to realize at least ten further projects with the Pledgor under the framework agreement existing prior to the Event
of Default on terms substantially similar to the terms that have been applicable to such projects prior to the Event of Default. 

  

	8.	TERM OF THE PLEDGE 

 The Pledge is created upon the Registration and shall be in full
force and effect until the due and full discharge of all Secured Debts. The Pledgee undertakes to provide the Pledgor promptly upon termination of the Pledge with a written confirmation (with certified signatures of duly authorised signatories) of
the termination of the Pledge and to provide the Pledgor with all necessary assistance in case the Pledgor files a petition for deletion of the Pledge from the Commercial Register. 

 

	9.	SUCCESSORS, TRANSFER, ASSIGNMENT 

  

	9.1	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible, their respective successor(s) in law. 

  

	9.2	The Parties hereby agree that any person who is an assignee and transferee of the Pledgee pursuant to the Facility Agreement shall, upon such assignment and transfer being effected, becomes an assignee for the purpose
of this Agreement, regardless of whether such transfer is made by way of an assignment (Einzel- und/oder Gesamtrechtsnachfolge including Vertragsübernahme) or novation or otherwise. The Pledgor hereby expressly consents
(willigt ein) to any such transfer. 









 



 
  


	10.	GENERAL 

  

	10.1	Notices 

 All notices which must or may be forwarded by one Party to another Party pursuant to
the terms of this Agreement shall, unless expressly stated otherwise in this Agreement, be forwarded to the addresses and/or facsimile numbers and in the manner set forth in the Facility Agreement. 

In case of a notice to the Company, the address and contact details are as follows: 

AbCheck s.r.o., Pilsen (Plzeň) – Skvrňany, Teslova 1202/3, Postal Code 301 00, Czech Republic, Attention of:
Dr. Volker Lang. 
  

	10.2	Exercise of Pledgee’s Rights 

 The powers conferred on the Pledgee hereunder are solely to
protect its rights under this Agreement. The Pledgee shall have no duty as to preserving any rights pertaining to the Share except for the duties of the Pledgee under applicable law of mandatory nature and except for the obligations of the
Pledgee which it expressly undertook under this Agreement or any other Finance Document. 
  

	10.3	Waivers 

 No failure or delay on the part of the Pledgee in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power and
privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Pledgee would otherwise have. No notice to, or demand on, the Pledgor in any case shall entitle the Pledgor to any
other or further notice or demand in respect of the same circumstances or constitute a waiver of the rights of the Pledgee of any other or further action in relation to such circumstances without notice or demand. 

 

	10.4	Statute of Limitations 

 Pursuant to Section 630(1) of the Civil Code, the Parties have
agreed on 10 years contractual statute of limitation in relation to any right of the Pledgee arising under this Agreement, including any future debts of the Pledgor towards the Pledgee. 

 

	10.5	Entire Agreement 

 This Agreement constitutes the entire agreement between the Parties in
respect of its subject matter and supersedes all prior agreements and undertakings of obligations, whether oral or written, between the Parties. It is being understood and agreed that this Agreement shall not supersede any of the provisions of the
Facility Agreement, and to the extent that any of the terms contained herein conflict with those of the Facility Agreement, the provisions of the Facility Agreement shall prevail. 








 



 
  


	10.6	Severability 

 If any of the provisions of this Agreement shall be adjudged by any court or
other competent tribunal to be invalid, ineffective, apparent (zdánlivý) or unenforceable, the validity, effectiveness and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
and the Parties will use their best endeavours to revise the affected provision so as to render it enforceable in accordance with the intention expressed therein. 
  

	10.7	Language 

  

	 	10.7.1	This Agreement is executed in four (4) counterparts in English language. 

  

	 	10.7.2	This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a Czech translation of a
word or phrase appears in the text of this Agreement, the Czech translation of such word or phrase shall prevail. 

  

	10.8	Amendments 

 This Agreement may only be amended, cancelled or terminated in writing. Any such
amendment, cancellation or termination must be signed by both parties to this Agreement. 
  

	10.9	Governing Law 

 This Agreement shall be governed by, and construed in accordance with, the laws
of the Czech Republic, without regard to principles of conflicts of law. 
  

	10.10	Jurisdiction 

 Any disputes arising out of or in connection with this Agreement (including a
dispute regarding the existence, validity, interpretation, breach or termination of this Agreement or the consequences of its nullity) shall be referred to and finally resolved by the Czech courts. 

 

	10.11	Costs 

 The Pledgor shall bear all reasonable out of pocket costs, fees and expenses relating to
this Agreement, including without limitation any out of pocket costs, fees and expenses arising from any amendments to this Agreement or the registration, release, termination or enforcement of the Pledge. 








 



 
  

 This Agreement has been entered into on the date stated at the beginning of this Agreement. 








 



 
  

 SIGNATURES 
  

			
	Affimed Therapeutics AG	  	PCOF 1, LLC
		
	 represented by:
	  	represented by:
		
	  
	  	  

		
	 Name:
	  	Name:
		
	 Title:
	  	Title:
		
	 (Notarised signature)
	  	(Notarised signature)
		
	  
	  	  

		
	 Name:
	  	Name:
		
	 Title:
	  	Title:
		
	 (Notarised signature)
	  	(Notarised signature)









 



 
  

 Schedule 1 

Form of Confirmation of the Company 

Addressee: [—] 

For the attention of: [—] 

In [—] on [—] 

Confirmation of Receipt of the Share Pledge Agreement 

Dear Sirs, 
 We hereby confirm that Affimed Therapeutics
AG, a stock corporation (Aktiengesellschaft) organized under the laws of Germany with its registered seat in Heidelberg, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of
Mannheim under no. HRB 336536 with offices located at Technologiepark, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany, as Pledgor delivered to us on [•] the Share Pledge Agreement entered into by and between the Pledgor and PCOF 1,
LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022, as Pledgee in respect of the Pledge of the 100 % share of the Pledgor in our company
Abcheck s.r.o., a Czech limited liability company (společnost s ručením omezeným), with its registered office in Pilsen (Plzeň) – Skvrňany, Teslova 1202/3, Postal Code 301 00, Czech
Republic, Id. No.: 284 71 512, registered with the regional court of Pilsen under C 24273. Capitalized terms used herein have the meanings ascribed to them in the Share Pledge Agreement. 

 

	
	 The Company:
 AbCheck
s.r.o.

	
	   

	Name:
	 Title:









 SCHEDULE 16 

Account Pledge Agreement 

(Kontenverpfändungsvertrag) 

between 
 Affimed Therapeutics
AG 
 and 
 PCOF 1, LLC

  
 



 







 Table of Contents 

 

							
	 PREAMBLE
	  	 	4	  
			
	 1.
	 	PLEDGE OF ACCOUNTS	  	 	4	  
			
	 2.
	 	RIGHT TO DISPOSE	  	 	6	  
			
	 3.
	 	NOTIFICATION OF FIRST-RANKING PLEDGE	  	 	7	  
			
	 4.
	 	REPRESENTATIONS	  	 	8	  
			
	 5.
	 	UNDERTAKINGS	  	 	9	  
			
	 6.
	 	INFORMATION	  	 	12	  
			
	 7.
	 	ENFORCEMENT OF FIRST-RANKING PLEDGES	  	 	13	  
			
	 8.
	 	EXPIRATION OF SECURITY INTEREST UPON SATISFACTION OF SECURED CLAIMS	  	 	15	  
			
	 9.
	 	RELEASE OF SECURITY INTEREST UPON REQUEST	  	 	15	  
			
	 10.
	 	    INDEMNITIES	  	 	15	  
			
	 11.
	 	    CONTINUATION	  	 	16	  
			
	 12.
	 	    NOTICES AND COMMUNICATION	  	 	17	  
			
	 13.
	 	    MISCELLANEOUS	  	 	19	  








 This first-ranking account pledge agreement (erstrangiger Kontenverpfändungsvertrag) is dated
July 24, 2014 and made by and among 
  

	1)	Affimed Therapeutics AG, a stock corporation governed by German law (Aktiengesellschaft) having its corporate seat in Heidelberg, Germany and business address at Im Neuenheimer Feld 582, 69120 Heidelberg,
registered with the local court (Amtsgericht) of Mannheim under number HRB 336536 

 - the “Pledgor”
-         
 and 
  

	2)	PCOF 1, LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022 


- the “Pledgee” -         

        - The Pledgor and the Pledgee collectively referred to as the “Parties”, each
a “Party” - 

  
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 PREAMBLE 
  

	(A)	On July 24, 2014, the Pledgor and the Pledgee entered into a facility agreement (“Facility Agreement”) which provides for a loan of USD 14,000,000.00 (“Credit Facility”).


  

	(B)	The Shareholders of the Pledgor intend to contribute all their shares in the Pledgor in an entity governed by Dutch law (“Dutch Guarantor”). After this contribution the Dutch Guarantor will join the
Facility Agreement as guarantor. 

  

	(C)	It is a condition to the Pledgee making the Credit Facility available under the Facility Agreement that the Pledgor enters into this Agreement. 


Now and therefore the Parties agree as follows: 
 Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to them in the Facility Agreement. 
  

	1.	PLEDGE OF ACCOUNTS 

  

	1.1	Pledge 

 The Pledgor hereby pledges (verpfändet) to the Pledgee: 

 

	 	1.1.1	all its present and future rights and claims which it has against any financial institution listed in Annex 1 (List of Account Banks and Pledged Accounts) (the “Account Banks”, and each of
them an “Account Bank”), in connection with, 

  

	 	(a)	all cash accounts maintained with any Account Bank and any sub-accounts thereof (the “Present Pledged Accounts”), in particular, but not limited to, all claims for cash deposits and credit balances
(Guthaben und positive Salden jeder Art) of the Present Pledged Accounts, and all claims for interest; 

  

	 	(b)	all present cash investments or cash deposits including call money deposits (Tagesgeldeinlagen), time deposits (Termineinlagen) (including but without limitation fixed deposits (Festgeldeinlagen)
and termination monies (Kündigungsgelder)) and saving deposits (Spareinlagen) and investments for cash market transactions (Geldhandelsgeschäfte) with any Account Bank (for example claims for payment and repayment of
any amounts arising under these investments or deposits including all claims for interest related thereto) (the “Present Cash Investments”), whether or not the Present Cash Investments are booked in one of the Present Pledged
Accounts (the “Present Pledged Investment Claims”); 


  
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	 	(c)	but in each case excluding special accounts for increases of the share capital (Kapitalerhöhungssonderkonten) listed in Annex 2 (“Present Capital Increase Accounts”) and any present and
future rights and claims pertaining to the Present Capital Increase Accounts. 

  

	 	1.1.2	all its future rights and claims which it will have against any of the Account Banks in respect of 

  

	 	(a)	all future cash accounts maintained with any Account Bank and any sub-accounts thereof (the “Future Pledged Accounts” and together with the Present Pledged Accounts the “Pledged
Accounts”) which the Pledgor will hold with any of the Account Banks, in particular, but not limited to, all claims for cash deposits and credit balances (Guthaben und positive Salden jeder Art) of the Future Pledged Accounts and all
claims for interest; 

  

	 	(b)	all future cash investments or cash deposits including call money deposits (Tagesgeldeinlagen), time deposits (Termineinlagen) (including but without limitation fixed deposits (Festgeldeinlagen) and
termination monies (Kündigungsgelder)) and saving deposits (Spareinlagen) and investments for cash market transactions (Geldhandelsgeschäfte) with any Account Bank (for example claims for payment and repayment of any
amounts arising under these investments or deposits including all claims for interest related thereto) (the “Future Cash Investments”), whether or not the Future Cash Investments are booked in one of the Pledged Accounts (the
“Future Pledged Investment Claims” and together with the Present Pledged Investment Claims the “Pledged Investment Claims”); 

  

	 	(c)	but in each case excluding future special accounts for increases of the share capital (Kapitalerhöhungssonderkonten) (“Future Capital Increase Accounts”; Present Capital Increase Accounts
and Future Capital Increase Accounts together “Capital Increase Accounts”) and any future rights and claims pertaining to the Future Capital Increase Accounts. 


(The Pledged Accounts and the Pledged Investment Claims are hereinafter referred to as the “Pledged Claims”. The
first-ranking pledges created under this Clause 1.1 (First-Ranking Pledge) are hereafter referred to as the “First-Ranking Pledges”.) 

  
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	 	1.1.3	For the avoidance of doubt, Capital Increase Accounts and all present and future rights and claims pertaining to Capital Increase Accounts shall not be pledged. 


 

	1.2	Legal successor 

 The First-Ranking Pledge in the Future Pledged Accounts and Future Pledged
Investment Claims includes Future Pledged Accounts and Future Pledged Investment Claims of any legal successor (Gesamtrechtsnachfolger) of the Pledgor with any Account Bank. 

 

	1.3	Secured Claims 

  

	 	1.3.1	The First-Ranking Pledges shall secure all existing and future claims (Ansprüche) (whether actual or contingent and whether owned jointly or severally or in any other capacity whatsoever) of the Pledgee
against the Pledgor, the Dutch Guarantor and any other Obligor (as defined under the Facility Agreement) arising under or in connection with the Facility Agreement (the “Secured Claims”). 


 

	 	1.3.2	The term “Facility Agreement” as referred to in Clause A and 1.3.1(Secured Claims) above shall mean Facility Agreement and any other document entered into by any Obligor in relation thereto, each
as extended (including by way of increase of existing tranches or by including new tranches), amended, varied, novated or supplemented from time to time. The Pledgor hereby expressly agrees that the provisions of § 1210 para. 1
sent. 2 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”) shall not apply to this Agreement. 

  

	 	1.3.3	The Secured Claims shall include in particular any claims for the payment of principal, interest, costs, fees and damages based on contract, unjust enrichment (ungerechtfertigte Bereicherung) or tort
(Delikt). 

  

	1.4	Acceptance of First-Ranking Pledges 

 The Pledgee hereby accepts the First-Ranking Pledges. 

 

	2.	RIGHT TO DISPOSE 

  

	2.1	Authorisation 

  

	 	2.1.1	The Pledgor shall be authorised to dispose alone of any amounts standing to the credit of the Pledged Accounts in the ordinary course of its business unless and until the Pledgee revokes such authorisation.


  

	 	2.1.2	The same applies to the Pledged Investment Claims. 


  
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	2.2	Revocation 

 The Pledgee may revoke the authorisation under Clause 2.1 (Authorisation)
above by giving notice towards either the Account Banks or the Pledgor upon the occurance of an Enforcement Event as defined in Clause 7 (Enforcement of First-Ranking Pledges) below for as long as the Enforcement Event is continuing. In the
event of a revocation towards the Account Banks, the Pledgee shall provide the Pledgor with a copy of such revocation. In the event of a revocation towards the Pledgor, the Pledgee shall provide the Account Banks with a copy of such revocation. 

 

	2.3	Termination of Pledged Accounts maintained as current accounts 

  

	 	2.3.1	In relation to each Pledged Account maintained as a current account, the Pledgor hereby assigns to the Pledgee all its rights to (i) terminate the relevant account relationship and to (ii) determine and
acknowledge the present balance. 

  

	 	2.3.2	The Pledgor shall be authorised to exercise the rights set out in Clause 2.3.1 (Termination of Pledged Accounts maintained as current accounts) alone, subject to the provisions of this Agreement, unless and until the
Pledgee revokes such authorisation. 

  

	 	2.3.3	The Pledgee may revoke the authorisation granted in Clause 2.3.2 (Termination of Pledged Accounts maintained as current accounts) and exercise the rights referred to in Clause 2.3.1 (Termination of Pledged Accounts
maintained as current accounts) under the same conditions under which it may revoke the authorisation under Clause 2.1 (Authorisation) which are set out in Clause 2.2 (Revocation). 


 

	3.	NOTIFICATION OF FIRST-RANKING PLEDGE 


 

	3.1	Promptly (unverzüglich), however, not later than 5 (five) Business Days after execution of this Agreement, the Pledgor will send to each Account Bank by registered mail with receipt of delivery
(Einschreiben mit Rückschein) a notification letter substantially in the form attached hereto as Annex 3 (Form of First-Ranking Notification) on its own letterhead (“Notification”). 


 

	3.2	The Pledgor will provide the Pledgee with a copy of the receipt of delivery (Rückschein) promptly upon receipt of such document. 


 

	3.3	The Pledgor will use its best endeavours to procure that a confirmation of receipt of the Notification in form of an acknowledgement by each Account Bank will be delivered to the Pledgee promptly, however not later than
15 (fifteen) Business Days after execution of this Agreement. 


  
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	3.4	If the Pledgee does not receive a sufficient acknowledgment of one of the Account Banks within the 15 (fifteen) Business Days’ period set out in Clause 3.3 (Notification of First-Ranking Pledge) above and/or in any
case of urgency, the Pledgee shall be entitled to notify the respective Account Bank of the First-Ranking Pledges by sending a Notification and ask for an acknowledgment on behalf of the Pledgor. The Pledgor hereby authorises the Pledgee to notify
the Account Banks. The Pledgor will use its best endeavours to support such request of the Pledgee. 

  

	4.	REPRESENTATIONS 

  

	4.1	The Pledgor hereby represents that: 

  

	 	4.1.1	the Pledgor is duly incorporated and validly existing under the laws of the Federal Republic of Germany; 

  

	 	4.1.2	the Pledgor is the sole and legal owner of the Present Pledged Accounts and Present Pledged Investment Claims and authorised to dispose of the Present Pledged Accounts and Present Pledged Investment Claims without any
restrictions, and none of the Present Pledged Accounts and Present Pledged Investment Claims is either pledged or assigned to other persons and no rights of third parties exist in relation thereto other than the pledges in favour of the Account
Banks pursuant to their respective general terms of business; 

  

	 	4.1.3	the Pledgor is the sole economic beneficiary (wirtschaftlich Berechtigter) within the meaning of section 1 paragraph 6 of the German Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus
schweren Straftaten (Geldwäschegesetz)) of all amounts standing to the credit of the Accounts and that it neither does nor did act for the account of any third person in connection with the opening or the maintenance of any of the Accounts;


  

	 	4.1.4	all Present Pledged Accounts and Present Pledged Investment Claims are governed by German law; 

  

	 	4.1.5	 it is neither unable to pay its debts when they fall due (zahlungsunfähig) within the meaning of section 17 of the German Insolvency Code
(Insolvenzordnung) nor subject to any insolvency proceedings (Insolvenzverfahren) (or other or similar proceedings under the laws of any other applicable jurisdiction) or any refusal




  
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of opening insolvency proceedings for insufficiency of assets (Abweisung mangels Masse) (within the meaning of section 26 of the German Insolvency Code (Insolvenzordnung)), and that
it has not filed an application for the opening of insolvency procedures (Antrag auf Eröffnung eines Insolvenzverfahrens); and 

  

	 	4.1.6	the accounts listed in Annex 1 (List of Account Banks and Pledged Accounts) are all the cash accounts that the Pledgor holds (except the Present Capital Increase Accounts) and the information provided in Annex 1 (List
of Account Banks and Pledged Accounts) is complete and correct. 

  

	 	4.1.7	the accounts listed in Annex 2 (List of Present Capital Increase Accounts) are all the Present Capital Increase Accounts that the Pledgor holds and the information provided in Annex 2 (List of Present Capital Increase
Accounts) is complete and correct. 

  

	4.2	Times of making Representations 

 The representations set out in Clause 4.1: 

 

	 	4.2.1	shall be made on each drawdown under the Facility Agreement; and 

  

	 	4.2.2	are made on the date hereof and shall be repeated on each date on which any of the representations and warranties set out in the Facility Agreement are repeated, with reference to the facts and circumstances then
existing. 

  

	5.	UNDERTAKINGS 

  

	5.1	Maintenance of Pledged Claims 

 The Pledgor undertakes not to enter into any agreement with or
to give any instructions to any Account Bank which may reasonably be expected to negatively affect the existence or enforceability of any of the First-Ranking Pledges. This Clause 5.1 (Maintenance of Pledged Claims) does not affect the
Pledgor’s right according to Clause 2.1 (Authorisation). In particular (but not limited to), the Pledgor undertakes not to 
  

	 	5.1.1	grant any security or otherwise encumber any of the Pledged Claims or parts thereof (except for security interests arising under the Account Bank’s standard business terms); 


 

	 	5.1.2	grant to any third party any rights in respect of the Pledged Claims (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter); 


  
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	 	5.1.3	open any sub-accounts to the Pledged Accounts; and 

  

	 	5.1.4	close any Pledged Account unless required pursuant to Clause 5.3.3 (Waiver/Subordination by Account Banks) without the prior written consent of the Pledgee. 


 

	5.2	Other Accounts 

  

	 	5.2.1	The Pledgor undertakes not to establish or maintain any cash accounts with banks other than the Account Banks and Future Capital Increase Accounts without the prior written consent of the Pledgee such consent not to be
unreasonably withheld. 

  

	 	5.2.2	Upon the opening of a new cash account governed by German law with any of the Account Banks and/or the opening of any Future Capital Increase Accounts, both after the date of this Agreement and in accordance with this
Agreement, the Pledgor undertakes to promptly notify the Pledgee of such new account and to transmit to the Pledgee a copy of the account documents. 

  

	5.3	Waiver/Subordination by Account Banks 

  

	 	5.3.1	The Pledgor undertakes to use its best endeavours to procure that as soon as possible from the date of this Agreement each Account Bank waives or, with respect to a pledge, agrees on the subordination of any pledge,
right to set-off and right to retention it may have in respect of the Present Pledged Accounts and Present Pledged Investment Claims, including any pledge established by operation of its general business terms, by countersigning and returning a
waiver letter in the form of Annex 4 (Waiver /Subordination Letter) to the Pledgor and to the Pledgee. 

  

	 	5.3.2	The Pledgor undertakes to use its best endeavours to procure that as soon as possible from the opening of a new cash account in accordance with Clause 5.2 (Other Accounts) each Account Bank waives or, with respect to a
pledge, agrees on the subordination of any pledge, right to set-off and right to retention it may have in respect of the respective Future Pledged Account and Future Pledged Investment Claim, including any pledge established by operation of its
general business terms, by countersigning and returning a waiver letter in the form of Annex 3 (Waiver /Subordination Letter) to the Pledgor and to the Pledgee. 


  
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	 	5.3.3	If the Pledgee has not received a Waiver/Subordination Letter from an Account Bank within 15 (fifteen) Business Days from the date of this Agreement or the opening of a new account in accordance with Clause 5.2 (Other
Accounts), respectively, the Pledgor undertakes, upon request of the Pledgee, (i) to promptly close the Pledged Account(s) held with such Account Bank and to transfer all amounts standing to the credit of such Pledged Account(s) to an account
pledged in favour of the Pledgee which is not subject to any prior ranking pledge, right to set-off or right to retention and (ii) to terminate the Pledged Investment Claims with such Account Bank promptly and with the shortest possible notice
period and to invest the relevant cash in such way that they are pledged in favour of the Pledgee in a form of investment which is not subject to any prior ranking pledge, right to set-off or right to retention. 


 

	 	5.3.4	This Clause 5.3 (Waiver/Subordination by Account Banks) does not affect any right which the Pledgee may have under the Facility Agreement for reason of any Account Bank not waiving or subordinating, as the case may be
its rights in respect of a Pledged Account. 

  

	5.4	Waiver of Confidentiality 

 The Pledgor undertakes to declare to each Account Bank
(substantially in the form set out in Annex 2 (Form of Notification)) that it waives all rights of confidentiality (Bankgeheimnis) in relation to the Pledged Claims and that it instructs and authorises each Account Bank to give to the
Pledgee any information requested by it concerning any of the Pledged Claims. The Pledgor undertakes not to revoke such instruction and authorisation for as long as this Agreement is in force. 

 

	5.5	Other Undertakings 

 The Pledgor undertakes: 

 

	 	5.5.1	to procure that all its present and future receivables (excluding receivables resulting from increases of the share capital) are duly paid into any of the Pledged Accounts and that any and all of its debtors will be
instructed to make payments into any of the Pledged Accounts; 

  

	 	5.5.2	to make (at its own costs) all further declarations and/or to do any further acts which are necessary for the creation or perfection of the First-Ranking Pledges; 


 

	 	5.5.3	not to enter into any merger (Verschmelzung) within the meaning of the German Transformation Act (Umwandlungsgesetz) with a new legal entity as transferee entity (übernehmende Gesellschaft),
unless, upon request of the Pledgee, the future legal successor enters into an account pledge agreement, substantially in the form of this Agreement, in relation to such future pledged accounts and future pledged investment claims of the legal
successor that would have been pledged under this Agreement if the Pledgor had not been merged onto the legal successor; 


  
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	 	5.5.4	to deliver to the Pledgee promptly after the Pledgee has given notice under Clause 2.2 (Revocation), the original of any account book (Sparbuch) and any other document which is necessary to dispose over any of
the Pledged Claims; and 

  

	 	5.5.5	to refrain from any acts or omissions which may reasonably be expected to have an indirect or direct adverse effect on the validity or enforceability of the First-Ranking Pledges (or any part thereof) or the value of
rights and claims pledged hereunder. 

  

	 	5.5.6	to use the Capital Increase Accounts for any other banking activities except the receipt of capital in connection with increases of share capital and the transfer of this receipt capital to a Pledged Account.


  

	6.	INFORMATION 

  

	6.1	Information on Accounts 

 The Pledgor will deliver to the Pledgee at the end of each calendar
quarter (within 10 (ten) Business Days after the end of each calendar quarter) and promptly (unverzüglich) upon the occurrence of an Event of Default under the Facility Agreement, subject to the cure period provided for in Clause 21.14
(Cure Period) of the Facility Agreement, any up-to-date account statement sheet (Kontoauszüge) and up-to-date notice of the Account Banks in respect of the Pledged Claims. 

 

	6.2	Information on request 

 Upon reasonable request of the Pledgee, the Pledgor will within 3
(three) Business Days provide the Pledgee with all information and proof and will hand over any records and documents relating to the Pledged Claims necessary or expedient to exercise the Pledgee’s rights under this Agreement (in particular
(but not limited to) the account opening documents, agreements between an Account Bank and the Pledgor, statement sheets and notices of the Account Banks) and to permit the Pledgee and any of its agents to inspect, audit and make copies of and
extracts from all such records and documents at all times during business hours. The Pledgee will treat such information as confidential. 

  
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	6.3	Information in electronic form 

 The Pledgor shall be entitled to fulfil its information
obligations under Clause 6.1 (Information on Accounts) and 6.2 (Information on request) above by providing information in electronic form (except where original documents are requested by the Pledgee), provided that such information can be read
with the Pledgee’s standard office software. 
  

	6.4	Information on attachment 

 The Pledgor will promptly inform the Pledgee in writing if the
Pledgee’s rights under this Agreement are endangered by attachment (Pfändung) or if any other circumstances arise which might materially impair the rights of the Pledgee. In the event of an attachment, the Pledgor will promptly
forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor will promptly inform
the attaching creditor (Pfändungsgläubiger) or other third party in writing of the Pledgee’s rights under the First-Ranking Pledges. All out of pocket costs and expenses for any measures of intervention reasonably requested by
the Pledgee will be borne by the Pledgor. 
  

	7.	ENFORCEMENT OF FIRST-RANKING PLEDGES 


 

	7.1	Enforcement Event 

 If (i) the Secured Claims become due and payable in whole or in part
(Pfandreife) and are not discharged and (ii) an Event of Default under the Facility Agreement, subject to the cure period provided for in Clause 21.14 (Cure Period) of the Facility Agreement, has occurred and is continuing (an
“Enforcement Event”), the Pledgee is entitled to enforce its rights under this Agreement. 
  

	7.2	Procedure 

  

	 	7.2.1	Collection 

  

	 	(a)	Upon the occurrence of an Enforcement Event the Pledgee may immediately avail itself of all rights and remedies of a pledgee upon default under the laws of the Federal Republic of Germany, in particular as set forth in
§§ 1273 para. 2, 1204 et. seq. BGB including, without limitation, the right to collect any claims or credit balances (Einziehung) under the Pledged Claims pursuant to §§ 1282 para. 1, 1288 para. 2 BGB or in any other way
permitted under German law. 


  
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	 	(b)	The Pledgor expressly agrees that, in case the Pledgee seeks enforcement notwithstanding § 1277 sent. 1 BGB, no prior obtaining of an enforceable court order (vollstreckbarer Titel) will be required.


  

	 	7.2.2	Notification of Enforcement 

 The Pledgee shall notify the Pledgor not less than 1 (one) week
prior to any enforcement of the First-Ranking Pledges unless 
  

	 	(a)	the Pledgor generally has ceased to make payments (Zahlungseinstellung); 

  

	 	(b)	an application has been filed for the opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens) over the assets of the Pledgor unless the application is frivolous or vexatious and is
discharged, stayed or dismissed within 20 Business Days of commencement; or 

  

	 	(c)	it is necessary in the reasonable opinion of the Pledgee to protect its legitimate interests 


in which cases no notification of the Pledgor will be required. 
  

	7.3	Selection 

 The Pledgee may at its sole discretion determine which of several security interests
(persönliche oder dingliche Sicherheiten), created under this Agreement or other agreements, shall be realised to satisfy the Secured Claims. 
  

	7.4	Assistance 

 The Pledgor will render at its own expense all assistance, which the Pledgee
reasonably considers necessary or expedient, in order to facilitate the enforcement of the First-Ranking Pledges in the event the Pledgee seeks the enforcement of the First-Ranking Pledges in accordance with the terms of this Agreement and the
statutory provisions. 
  

	7.5	Application of proceeds 

 The Pledgee will use any proceeds received from the Pledged Claims for
the settlement of the Secured Claims. Any amount exceeding the Secured Claims will be paid to the Pledgor upon complete and irrevocable satisfaction of all Secured Claims. 

  
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	8.	EXPIRATION OF SECURITY INTEREST UPON SATISFACTION OF SECURED
CLAIMS 

 The First-Ranking Pledges will expire by operation of law when all Secured Claims are fully and
finally discharged. Upon request and at the cost of the Pledgor, the Pledgee will confirm the expiration of the First-Ranking Pledges to the Pledgor as a matter of record. 
  

	9.	RELEASE OF SECURITY INTEREST UPON REQUEST 


If at any time prior to complete and irrevocable satisfaction of the Secured Claims the value of the aggregate security granted by the Pledgor to secure the
Secured Claims (the “Security”) which can be expected to be realised in the event of an enforcement of the Security (realisierbarer Wert) exceeds 110% of the value of the Secured Claims (the “Limit”) not only
temporarily (endgültige Übersicherung), the Pledgee will upon request of the Pledgor in its discretion release such part of the Security so as to reduce the realisable value of the Security to the Limit. 

 

	10.	INDEMNITIES 

  

	10.1	Disclaimer 

 The Pledgee or any of its agents will not be liable for any loss or damage which is
suffered by the Pledgor, save in respect of such loss or damage which is suffered as a result of gross negligence or wilful misconduct (grobe Fahrlässigkeit oder Vorsatz) or the breach of an obligation by the Pledgee or any of its
agents, the performance of which is essential to the proper performance of this Agreement and compliance with which the parties could be expected to rely upon (Kardinalpflichten). 

 

	10.2	Indemnities 

  

	 	10.2.1	The Pledgor will indemnify the Pledgee and any of its agents against any losses, claims, out of pocket expenses and liabilities which may be made against or reasonably incurred by the Pledgee or any of its agents for
anything done or omitted in the exercise or purported exercise of the powers under this Agreement or occasioned by any breach by the Pledgor of any of its obligations or undertakings under this Agreement. 


  
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	 	10.2.2	There will be no indemnification under Clause 10.2.1 (Indemnities) above, to the extent that such losses, claims, expenses and liabilities are incurred by or made against the Pledgee or any of its agents as a result of
gross negligence or wilful misconduct (grobe Fahrlässigkeit oder Vorsatz) or the breach of an obligation of the Pledgee or any of its agents the performance of which is essential to the proper performance of this Agreement and the
compliance with which the parties could be expected to rely upon (Kardinalpflichten). 

  

	11.	CONTINUATION 

  

	11.1	Continuing security 

 This Agreement shall create continuing security and any change or
amendment whatsoever to the Facility Agreement or any document or agreement relating thereto shall neither affect the validity of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it. The same applies in the event of a
temporary expiration of the Secured Claims. 
  

	11.2	Assignment 

  

	 	11.2.1	Any assignment of any of the Secured Claims in whole or in part will, by operation of law, lead to a corresponding transfer of the First-Ranking Pledges created hereby or a corresponding portion thereof in whole or in
part which shall rank equally with the initial First-Ranking Pledges created hereunder. 

  

	 	11.2.2	Waiving § 418 BGB, the parties hereto agree that the security created hereunder shall not be affected by any transfer, novation or assumption of obligations of any Obligor arising under or in connection with the
Facility Agreement to, or by, any third party. 

  

	11.3	Substitution of the Pledgee 

 The Pledgor undertakes to enter into any agreement reasonably
required by the Pledgee and otherwise to do whatever is reasonably required by the Pledgee if the Pledgee transfers its rights and obligations under the Facility Agreement (in particular the claims arising under the Facility Agreement) wholly or
partially to a third party. In particular, the Pledgee may require the Pledgor to create new first-ranking pledges over the Pledged Claims in favour of the third party or another person designated by the Pledgee. To the extent that the Pledgee
transfers this Agreement and its rights and obligations under the Facility Agreement (in particular the claims arising under the Facility Agreement) to a third party, the Pledgee may also transfer its rights and obligations under this Agreement to
which the Pledgor hereby explicitly consents. 

  
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	11.4	Substitution of the Pledgor 

 The Pledgor may not transfer its rights and obligations under this
Agreement without the prior written consent of the Pledgee. 
  

	12.	NOTICES AND COMMUNICATION 

  

	12.1	Communications in writing 

 Any communication to be made under or in connection with this
Agreement shall be made in writing and, unless otherwise stated, may be made by fax or overnight courier to the following addresses: 
  

	 	12.1.1	If to the Pledgor 

 AFFIMED THERAPEUTICS AG 

Technologiepark, Im Neuenheimer Feld 582 

69120 Heidelberg, Germany 

Attn: Dr. Florian Fischer 

Fax: +49 6221 65307 77 
 Email:
f.fischer@affimed.com 
 with a copy to 

CMS Hasche Sigle 

Partnerschaft von Rechtsanwälten und Steuerberatern mbB 

Nymphenburger Straße 12 

80335 Munich, Germany 
 Attn:
Stefan-Ulrich Müller 
 Fax: +49 89 23807 40667 

Email: Stefan-Ulrich.Mueller@cms-hs.com 
  

	 	12.1.2	If to the Pledgee 

 Perceptive Advisors LLC 

499 Park Avenue, 25th Floor 

New York, New York 10022 

United States of America 
 Attn:
Sandeep Dixit 
 Email: Sandeep@perceptivelife.com 

  
 - 17 - 








   with a copy to: 

  Morrison & Foerster LLP 

  Potsdamer Platz 1 

  10785 Berlin, Germany 

  Attn: Jörg Meißner 

  Fax: +49 30 726 221 130 

  Email: jmeissner@mofo.com 
  

	12.2	Delivery 

 Any communication or document made or delivered by one person to another under or in
connection with this Agreement will only be effective when received (zugegangen), in particular: 
  

	 	12.2.1	  if by way of fax, when received in legible form; or 

  

	 	12.2.2	  if by way of overnight courier, when it has been left at the relevant address. 

  

	12.3	Notification of address and fax number 

   Promptly upon changing its
address or fax number, each party shall notify the other Parties. 
  

	12.4	English language 

  

	 	12.4.1	  Any notice given under or in connection with this Agreement must be in English. 

  

	 	12.4.2	  All other documents provided under or in connection with this Agreement must be: 

  

	 	  (a)	in English; or 

  

	 	  (b)	if not in English, and if so required by the Pledgee, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document. 


  
 - 18 - 









	13.	MISCELLANEOUS 

  

	13.1	Interpretation 

 In case of doubt, the meaning of the German expressions used in this Agreement
prevails over the meaning of the English expressions to which they relate. 
  

	13.2	Remedies cumulative 

 No failure or delay on the part of the Pledgee to exercise any power,
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or any partial exercise of any power, right or remedy preclude its further exercise or the exercise of any other power, right or remedy. 

 

	13.3	Reimbursement and costs 

 The Pledgor bears all costs (including legal fees) arising in
connection with this Agreement. The Pledgor undertakes to reimburse the Pledgee on demand for all out of pocket costs and expenses reasonably incurred in connection with the negotiation, preparation, printing, execution and amendment of this
Agreement, the enforcement of the First-Ranking Pledges and the exercise of any other rights of the Pledgee in connection with this Agreement. The aforementioned restriction regarding reasonability shall not apply with respect to any and all costs
and expenses incurred in connection with the enforcement of the First-Ranking Pledges. All amounts due under this Clause 13.3 shall be subject to Clause 15.4 (Expense Deposit) of the Facility Agreement. 

 

	13.4	Denomination of Accounts 

 The First-Ranking Pledges over the Present Pledged Accounts remain
effective regardless whether the denomination of the Present Pledged Accounts as mentioned in Annex 1 hereto is accurate. 
  

	13.5	Partial invalidity 

 If any of the provisions of this Agreement is or becomes invalid or
unenforceable in whole or in part for whatever reason, including a violation of any laws applicable to it, the validity of the other provisions hereof and any other Secured Document is not and shall not be affected. In the event of an invalid,
unenforceable or impractical (wirtschaftlich unmöglich) provision, such provision shall be replaced by a valid, enforceable and practical provision or arrangement, that corresponds as closely as possible to the invalid, unenforceable or
impractical provision and to the parties’ economic aims pursued by and reflected in this Agreement. The same applies in the event that this Agreement does not contain a provision necessary to achieve the economic purpose expressed in this
Agreement (Regelungslücke). 

  
 - 19 - 









	13.6	Changes 

 Changes, amendments and waivers of any provision of this Agreement including this
Clause 13.6 (Changes) are only valid if made in writing, unless notarisation or another form is required by law. 
  

	13.7	Governing law 

 This Agreement is governed by the laws of the Federal Republic of Germany,
without regard to principles of conflicts of law. 
  

	13.8	Jurisdiction 

 The courts of Frankfurt am Main, Germany have exclusive jurisdiction to settle
any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement). 

  
 - 20 - 








 This Agreement has been entered into at the date stated at the beginning of this Agreement. 

	
	   

	Affimed Therapeutics AG
	   

	PCOF 1, LLC
	   

	PCOF 1, LLC


  
 - 21 - 








 Annex 1 

List of Account Banks and Pledged Accounts 

(Non exclusive with respect to the Pledged Accounts) 

Deutsche Bank Heidelberg 
  

					
	Account	  	Account-Nr.	  	BIC-Code:
			
	Current account	  	014080600	  	DEUTDESM672
			
	Flexmoney 10	  	014080610	  	DEUTDESM672
			
	CHF foreign currency account	  	014080610	  	DEUTDESM672
			
	GBP foreign currency account	  	014080600	  	DEUTDESM672
			
	USD foreign currency account	  	014080601	  	DEUTDESM672
			
	Savings Account 60	  	014080660	  	DEUTDESM672
	
	H+G Bank Heidelberg eG, Volksbank Kurpfalz
			
	Account	  	Account-Nr.	  	BIC-Code:
			
	Current account	  	60586608	  	GENODE61HD3
			
	Savings Account	  	5760586600	  	GENODE61HD3


  
 - 22 - 








 Annex 2 

List of Present Capital Increase Accounts 

Deutsche Bank Heidelberg 
  

					
	Account	  	Account-Nr.	  	BIC-Code:
			
	present capital increase account 3	  	014080603	  	DEUTDESM672
			
	present capital increase account 4	  	014080604	  	DEUTDESM672


  
 - 23 - 








 Annex 3 

Form of Notification 
 [Please print on
letterhead of the Pledgor/Bitte auf Briefkopf des Verpfänders ausdrucken] 
 To: [please insert name and address of Account Bank]

 Date: [please insert date of this notice] 
  

			
	Notification of first-ranking pledge of accounts and cash investments	  	Verpfändungsanzeige
		
	Dear Sirs,	  	Sehr geehrte Damen und Herren,
		
	We hereby notify you that we have pledged all our present and future claims (including any ancillary rights, e.g. claims for interest, costs or damages) which we have against you in respect of	  	hiermit zeigen wir Ihnen an, dass wir unsere sämtlichen gegenwärtigen und zukünftigen Ansprüche gegen Sie (einschließlich sämtlicher Nebenansprüche, z. B. Ansprüche auf Zinsen, Kosten
oder Schadensersatz) in Bezug auf
		
	 (1)    all present cash account(s) (cheque accounts, deposit accounts, fixed
deposit accounts or any other accounts) maintained with you and any future cash account which will be maintained with you and any sub-accounts thereof, (the “Pledged Account(s)”), in particular, but not limited to, all claims for
cash deposits and credit balances (Guthaben und positive Salden jeder Art) of the Pledged Account(s) and all claims for interest; this concerns in particular (but not limited to) the following cash account(s):

 
 [Please insert number and description of accounts];
and
	  	 (1)    sämtliche gegenwärtigen Konten, die wir bei Ihnen unterhalten
(gleich ob Giro-, Spar-, Festgeld oder sonstige Konten) und sämtliche künftigen Geldkonten, die wir bei Ihnen unterhalten werden, (alle Konten zusammen, die “Verpfändeten Konten), jeweils einschließlich eventueller
Unterkonten und einschließlich Guthaben und positiver Salden und alle Ansprüche auf Zinsen; dies betrifft insbesondere die folgenden Konten:
  

[BitteKontonummern und sonstige Beschreibung einfügen], und



  
 - 24 - 









			
	 (2)    all cash investments or cash deposits with you and any future cash investment and future cash deposits,
including call money deposits (Tagesgeldeinlagen), time deposits (Termineinlagen) (including but without limitation fixed deposits (Festgeldeinlagen) and termination monies (Kündigungsgelder)), saving deposits
(Spareinlagen) and investments for cash market transactions (Geldhandelsgeschäfte) and claims for payment and repayment of any amounts arising under these investments or deposits including all claims for interest related thereto
(the “Cash Investments”), whether or not the Cash Investments are booked in one of the Pledged Accounts (the “Pledged Investment Claims”);
	  	 (2)    unsere sämtlichen Einlagen in Geld oder Anlagen von Geld und sämtliche künftigen Einlagen in
Geld und Anlagen von Geld einschließlich Tagesgeldeinlagen, Termineinlagen (einschließlich Festgeldeinlagen und Kündigungsgelder), Spareinlagen und Anlagen für Geldhandelsgeschäfte und Ansprüche auf Zahlung und
Rückzahlung von Beträgen aus diesen Einlagen in Geld oder Anlagen von Geld einschließlich aller Ansprüche auf Zinsen (im weiteren “Geldanlagen”) die wir bei Ihnen haben, ohne Rücksicht darauf, ob die
Geldanlagen auf einem der Verpfändeten Konten verbucht werden oder nicht (die “Verpfändeten Anlagen”);

		
	 (3)    but in each case excluding any present and future claims with respect to
accounts for increases of the share capital (Kapitalerhöhungssonderkonten), in particular (but not limited to) the following cash account(s):
  

[Please insert number and description of accounts].
	  	 (3)    aber in allen vorgenannten Fällen mit Ausnahme derjenigen
gegenwärtigen und zukünftigen Ansprüche, die sich auf Kapitalerhöhungssonderkonten beziehen; dies betrifft insbesondere die folgenden Konten:
  

[Bitte Kontonummern und sonstige Beschreibung einfügen]

		
	according to a First-Ranking Account Pledge Agreement dated [please insert date of First-Ranking Account Pledge Agreement] in favour of PCOF 1, LLC [please insert any successor of PCOF 1, LLC, if any]
(“Pledgee”).	  	gemäß einem erstrangigen Kontenverpfändungsvertrag vom [bitte Datum des erstrangigen Kontenverpfändungsvertrages einfügen] an PCOF 1, LLC [oder einen Nachfolger von PCOF 1, LLC einfügen]
(der “Pfandnehmer”) verpfändet haben.


  
 - 25 - 









			
	Please note that:	  	Wir möchten Sie darauf hinweisen, dass
		
	 •     the Pledgee has authorised us to dispose of the amounts standing to the credit of the Pledged
Account(s) and the Pledged Investment Claims until and unless you receive a notification from the Pledgee to the contrary; and
	  	 •     die Pfandnehmer uns ermächtigt hat, allein über die Verpfändeten Konten und die
Verpfändeten Anlagen zu verfügen, solange Sie von uns oder der Pfandnehmer keine gegenteilige Nachricht erhalten und

		
	 •     we hereby waive in favour of the Pledgee all rights of confidentiality (Bankgeheimnis) in
relation to the Pledged Account(s) and the Pledged Investment Claims. Therefore, we hereby instruct and authorise you to give to the Pledgee any information requested by it concerning the Pledged Account(s) or the Pledged Investment Claims.
	  	 •     wir hiermit bezüglich der Pfandnehmer auf unsere Rechte auf Vertraulichkeit Ihnen
gegenüber im Hinblick auf die Verpfändeten Konten und die Verpfändeten Anlagen, insbesondere auch hinsichtlich des Bankgeheimnisses verzichten und Sie anweisen und ermächtigen, der Pfandnehmer auf ihr Verlangen hin jede
gewünschte Information im Hinblick auf die Verpfändeten Konten und die Verpfändeten Anlagen zu geben.

		
	We hereby kindly ask you to confirm receipt of this Notification by countersigning it and returning it to [...] am Main, Germany with a copy to us.	  	Wir bitten Sie, uns die Kenntnisnahme dieser Verpfändungsanzeige dadurch zu bestätigen, dass Sie diesen Brief gegenzeichnen und [...] im Original und uns in Kopie übersenden.
		
	Yours sincerely,	  	Mit freundlichen Grüßen

  
  

[Please insert name of the Pledgor/Bitte Namen des Verpfänders einfügen] 

  
 - 26 - 









			
	We hereby confirm that we have received the above Notification.	  	Wir bestätigen hiermit, dass wir den Inhalt obiger Verpfändungsanzeige zur Kenntnis genommen haben.

  
  

Place, Date/Ort, Datum 
  

 
 [Please
insert name of the Account Bank/Bitte Namen der Kontoführenden Bank einfügen] 

  
 - 27 - 








 Annex 4 

Form of Waiver/Subordination Request and Waiver/Subordination Letter 

[Please print on letterhead of the Pledgor/Bitte auf Briefkopf des Verpfänders ausdrucken] 

To: [please insert name and address of Account Bank] 

Date: [please insert date of this waiver request] 
  

			
	Waiver/Subordination of rights in respect of the Pledged Accounts /Pledged Investment Claims	  	Verzicht auf die /Nachrang der Rechte bezüglich unserer Verpfändeten Konten/ Anlagen
		
	Dear Sirs,	  	Sehr geehrte Damen und Herren,
		
	As notified to you by way of a separate notification [of this date /dated [please insert date of notification]], we have pledged to PCOF 1, LLC [please insert any successor of PCOF 1, LLC, if any]
(“Pledgee”) all our present and future claims which we have against you (including any ancillary rights, e.g. claims for interest, costs or damages) in respect of	  	wie wir Ihnen in der Mitteilung vom [heutigen Tage/vom [bitte Datum der Verpfändungsanzeige einfügen]] angezeigt haben, haben wir unsere sämtlichen Ansprüche gegen Sie (einschließlich sämtlicher
Nebenansprüche, z. B. Ansprüche auf Zinsen, Kosten oder Schadensersatz) in Bezug auf
		
	 (1)    all present cash account(s) maintained with you and any sub-accounts
thereof (the “Pledged Account(s)”), in particular, but not limited to, all claims for cash deposits and credit balances (Guthaben und positive Salden jeder Art) of the Pledged Account(s) and all claims for interest; this
concerns in particular (but not limited to) the following cash account(s):
  

[Pleaseinsert number and description of accounts]; and
	  	 (1)    sämtliche gegenwärtigen Konten, die wir bei Ihnen unterhalten
(gleich ob Giro-, Spar-, Festgeld oder sonstige Geldkonten) (alle Konten zusammen, die “Verpfändeten Konten”), jeweils einschließlich eventueller Unterkonten und einschließlich Guthaben und positiver Salden und alle
Ansprüche auf Zinsen; dies betrifft insbesondere die folgenden Konten:
  

[BitteKontonummern und sonstige Beschreibung der Konten einfügen] und



  
 - 28 - 









			
	 I.       all present cash investments or cash deposits with, including call money deposits
(Tagesgeldeinlagen), time deposits (Termineinlagen) (including but without limitation fixed deposits (Festgeldeinlagen) and termination monies (Kündigungsgelder)), saving deposits (Spareinlagen) and
investments for cash market transactions (Geldhandelsgeschäfte) and claims for payment and repayment of any amounts arising under these investments or deposits including all claims for interest related thereto (the “Cash
Investments”), whether or not the Cash Investments are booked in one of the Pledged Accounts (the “Pledged Investment Claims”).
	  	 (2)    unsere sämtlichen gegenwärtigen Einlagen in Geld oder Anlagen
von Geld einschließlich Tagesgeldeinlagen, Termineinlagen (einschließlich Festgeldeinlagen und Kündigungsgelder) , Spareinlagen und Anlagen für Geldhandelsgeschäfte und Ansprüche auf Zahlung und Rückzahlung von
Beträgen aus diesen Einlagen in Geld oder Anlagen von Geld einschließlich aller Ansprüche auf Zinsen (im Weiteren “Geldanlagen”), die wir bei Ihnen haben, ohne Rücksicht darauf, ob die Geldanlagen auf einem der
Verpfändeten Konten verbucht werden oder nicht (die “Verpfändeten Anlagen”)

		
	according to a first-ranking account pledge agreement dated [please insert date of First-Ranking Account Pledge Agreement] (“the Account Pledge Agreement”).	  	gemäß einem erstrangigen Kontenverpfändungsvertrag vom [bitte Datum des erstrangigen Kontenverpfändungsvertrages einfügen] an an PCOF 1, LLC [oder einen Nachfolger von PCOF 1, LLC
einfügen] (der “Pfandnehmer”) (der “Kontenverpfändungsvertrag”) verpfändet.
		
	Under the First-Ranking Account Pledge Agreement we are obliged to use our best endeavours to procure that, as soon as possible from the date of the First-Ranking Account Pledge Agreement, you waive or,	  	Nach den Bestimmungen des erstrangigen Kontenverpfändungsvertrages sind wir verpflichtet, uns bestmöglich darum zu bemühen, schnellstmöglich ab dem Unterzeichnungsdatum des erstrangigen


  
 - 29 - 









			
	as the case may be, agree on the subordination of any right of pledge, right to set-off or right to retention you may have in respect of the Pledged Accounts and the Pledged Investment Claims by countersigning and returning this
letter to us and to the Pledgee. If the Bank and ourselves have not received a Waiver/Subordination Letter from you within this period, we may be obliged to close the Pledged Account(s) held with you and to transfer all amounts standing to the
credit of the Pledged Account(s) to another account not held with you and to terminate the pledged Cash Investments which we have with you and invest the cash at another credit institution.	  	Kontenverpfändungsvertrages eine Erklärung zu erhalten, dass Sie auf alle Pfandrechte verzichten, beziehungsweise deren Nachrangigkeit erklären und auf alle Aufrechnungs- oder Zurückbehaltungsrechte verzichten,
die Sie bezüglich unserer Verpfändeten Konten und Verpfändeten Anlagen haben. Diese Erklärung soll dadurch abgegeben werden, dass Sie diesen Brief gegenzeichnen und uns im Original sowie der Pfandnehmer in Kopie
zurücksenden. Wenn die Pfandnehmer und wir diese Verzichtserklärung/Nachrangerklärung nicht innerhalb des genannten Zeitraumes erhalten, so könnten wir verpflichtet sein, die Verpfändeten Konten, die wir bei Ihnen haben, zu
schließen und alle darauf befindlichen Guthaben auf ein Konto zu übertragen, dass nicht bei Ihnen geführt wird, sowie die Verpfändeten Anlagen, die wir bei Ihnen haben, zu kündigen, und das Geld bei einem anderen
Kreditinstitut anzulegen.
		
	We therefore ask you to give the respective waiver/agree to the subordination. For the avoidance of doubt, this shall not affect the operation of current accounts (Kontokorrentkonten).	  	Wir bitten Sie deshalb, einen entsprechenden Verzicht/einen entsprechende Nachrang zu erklären. Um Zweifeln vorzubeugen, weisen wir darauf hin, dass dieser Verzicht/dieser Nachrang die bankübliche Führung von
Kontokorrentkonten nicht beeinflussen soll.
		
	Please return this letter with the declaration of waiver/subordination signed to us with a copy to the Pledgee.	  	Bitte schicken Sie diesen Brief, der mit Ihrer Verzichtserklärung/Nachrangerklärung versehen ist, unterschrieben an uns und in Kopie an den Pfandnehmer.
		
	Yours sincerely,	  	Mit freundlichen Grüßen


  
 - 30 - 








   

[Please insert name of Pledgor/Bitte Namen des Verpfänders einfügen] 

 

			
	We hereby confirm that we have received, and taken notice of, the above waiver/subordination request, and that we hereby [waive]/[subordinate] any right of pledge [,]/[and waive any] right to set-off or right to retention we may
have in respect of the Pledged Account(s) and the Pledged Investment Claims.	  	Wir erklären hiermit, gemäß obiger Bitte den [Verzicht auf alle]/[Nachrang aller] Pfand-[rechte]/[,] [und den Verzicht aller] Aufrechnungs- oder Zurückbehaltungsrechte, die wir bezüglich der
Verpfändeten Konten und der Verpfändeten Anlagen haben.
		
	This letter is governed by the laws of the Federal Republic of Germany.	  	Dieser Verzicht unterliegt dem Recht der Bundesrepublik Deutschland.

  
  

Place, Date/Ort, Datum 
  

 
 [Please
insert name of the Account Bank/Bitte Namen der Kontoführenden Bank einfügen] 

  
 - 31 - 








 SCHEDULE 17 

Security Transfer Agreement 

(Sicherungsübereignung) 

between 
 Affimed Therapeutics
AG 
 and 
 PCOF 1, LLC

  
 



 







 Table of Contents 

 

							
	PREAMBLE	  	 	4	  
			
	 1.
	 	INTERPRETATIONS	  	 	4	  
			
	 2.
	 	TRANSFER OF SECURITY ASSETS	  	 	5	  
			
	 3.
	 	SUBSTITUTION FOR DELIVERY	  	 	6	  
			
	 4.
	 	PURPOSE OF THE TRANSFER OF TITLE	  	 	6	  
			
	 5.
	 	IDENTIFICATION OF SECURITY ASSETS	  	 	6	  
			
	 6.
	 	NEW PREMISES	  	 	7	  
			
	 7.
	 	LOCATION AND MAINTENANCE OF SECURITY ASSETS	  	 	8	  
			
	 8.
	 	RIGHT OF THE TRANSFEREE TO EXAMINE THE SECURITY ASSETS	  	 	9	  
			
	 9.
	 	RESERVATION OF TITLE	  	 	9	  
			
	 10.
	 	 DISPOSAL, PROCESSING AND HANDLING OF SECURITY
ASSETS
	  	 	9	  
			
	 11.
	 	 TAKING POSSESSION BY THE TRANSFEREE
	  	 	10	  
			
	 12.
	 	 ENFORCEMENT AND REALISATION
	  	 	11	  
			
	 13.
	 	 NO RECOURSE
	  	 	12	  
			
	 14.
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	13	  
			
	 15.
	 	 UNDERTAKINGS
	  	 	14	  
			
	 16.
	 	 INSURANCE OF THE SECURITY ASSETS
	  	 	15	  
			
	 17.
	 	 RIGHTS OF A THIRD PERSON
	  	 	16	  
			
	 18.
	 	 RELEASE AND RETRANSFER
	  	 	16	  
			
	 19.
	 	 INDEMNITY
	  	 	17	  
			
	 20.
	 	 DURATION AND INDEPENDENCE
	  	 	18	  
			
	 21.
	 	 COSTS AND EXPENSES
	  	 	19	  
			
	 22.
	 	 PARTIAL INVALIDITY; WAIVER
	  	 	19	  
			
	 23.
	 	 AMENDMENTS
	  	 	19	  
			
	 24.
	 	 SUCCESSORS, ASSIGNMENTS AND TRANSFERS
	  	 	20	  
			
	 25.
	 	 NOTICES
	  	 	20	  
			
	 26.
	 	 APPLICABLE LAW; JURISDICTION
	  	 	22	  


  
 - 2 - 








 This security transfer agreement (Sicherungsübereignung) (“Agreement”) is dated
July 24, 2014 and made by and among 
  

	1)	Affimed Therapeutics AG, a stock corporation governed by German law (Aktiengesellschaft) having its corporate seat in Heidelberg, Germany and business address at Im Neuenheimer Feld 582, 69120
Heidelberg, registered with the local court (Amtsgericht) of Mannheim under number HRB 336536 

 - the
“Transferor” - 
 and 
  

	2)	PCOF 1, LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022 


- the “Transferee” - 
 - The
Transferor and the Transferee collectively referred to as the “Parties”, each a “Party” - 

  
 - 3 - 








 PREAMBLE 
  

	(A)	On July 24, 2014, the Transferor and the Transferee entered into a facility agreement (“Facility Agreement”) which provides for a loan of USD 14,000,000.00 (“Credit
Facility”). 

  

	(B)	The Shareholders of the Transferor intend to contribute all their shares in the Transferor in an entity governed by Dutch law (“Dutch Guarantor”). After this contribution the Dutch Guarantor will join
the Facility Agreement as guarantor. 

  

	(C)	It is a condition to the Assignee making the Credit Facility available under the Facility Agreement that the Assignor enters into this Agreement. 


Now and therefore the Parties agree as follows: 
  

	1.	INTERPRETATIONS 

  

	1.1	Definitions 

 In this Agreement: 

“Event of Default” means any Event of Default under the Facility Agreement, subject to the cure period provided for in Clause
21.14 (Cure Period) of the Facility Agreement. 
 “New Premises” means the premises marked on any site map delivered
under and in accordance with Clause 6 (New Premises) of this Agreement. 
 “Premises” means the premises marked in red ink
on the site maps attached hereto in Schedule 1. 
 “Secured Obligations” means all present and future rights and claims
(Ansprüche) (whether actual or contingent and whether owned jointly or severally or in any other capacity whatsoever) of the Transferee against any Obligor (as defined in the Facility Agreement) under or in connection with the Facility
Agreement and any other document entered into by any Obligor in relation thereto, each as extended (including by way of increase of existing tranches or by including new tranches), amended, varied, novated or supplemented from time to time. 

“Security Assets” means all finished goods and products (fertige Erzeugnisse und Waren), work in progress (unfertige
Erzeugnisse), raw material, supplies and operating materials (Roh-, Hilfs- und Betriebsstoffe), each with the exception of such assets considered Intellectual Property (as defined in the Facility Agreement) used in connection with


  
 - 4 - 








 
or which is necessary for AFM11 and AFM13 listed in Schedule 2, (“Inventories”) which are kept or deposited at the Security Location and/or listed in Schedule 3 (the
“Present Security Assets”) and/or which will be kept or deposited at the Security Location in the future (the “Future Security Assets”). 

“Security Interest” means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other
agreement or arrangement having a similar effect. 
 “Security Location” means the Premises and the New Premises. 

“Transfer of Title” means the transfer of title to the Security Assets for security purposes
(Sicherungsübereignung) and the assignment or transfer of any ancillary rights and claims pursuant to Clauses 2 (Transfer of Security Assets) and 3 (Substitution for Delivery) of this Agreement. 

Unless otherwise defined herein or unless the context otherwise requires, terms defined or referred to in the Facility Agreement shall have the
same meaning when used herein. 
  

	2.	TRANSFER OF SECURITY ASSETS 

  

	2.1	The Transferor hereby transfers and assigns for security purposes (Sicherungsübereignung) all title to the Security Assets to the Transferee. 


 

	2.2	Title to the Present Security Assets shall pass over to the Transferee upon execution of this Agreement. Title to the Future Security Assets shall pass over to the Transferee when they are deposited at the Security
Location. 

  

	2.3	To the extent that the Transferor holds at the time of the execution of this Agreement or will subsequently acquire full and unencumbered title to the Security Assets, the Transferor hereby transfers and assigns all
title to the Security Assets to the Transferee. To the extent that the Transferor holds or will in future hold title in the form of co-ownership (Miteigentum) it herewith transfers such co-ownership to the Transferee. To the extent the
Transferor holds at present or in future title in form of joint ownership (Gesamthandseigentum) it hereby assigns and transfers to the Transferee any present and future rights and claims which arise from such joint ownership, in particular
any claims for compensation of expenses (Aufwendungsersatzansprüche), net profit (Gewinn) and payments of liabilities and distribution of assets among the partners (Auseinandersetzungsguthaben). Additionally, the Transferor
hereby transfers and assigns all expectant rights (Anwartschaftsrechte) it holds or will hold in future in respect of the Security Assets to the Transferee. 


  
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	2.4	Any co-ownership rights or expectant rights in respect of assets brought to the Security Location in future, will be automatically transferred to the Transferee at the time such assets are actually brought to the
Security Location, in any event, however, no later than at the time the Transferor acquires such rights. 

  

	2.5	The Transferee accepts each of the transfers and assignments referred to in this Clause 2. 

  

	3.	SUBSTITUTION FOR DELIVERY 

  

	3.1	Instead of delivering the Security Assets to the Transferee, the Transferor and the Transferee (as indirect possessor (mittelbarer Besitzer)) agree that the Transferor will carefully safeguard the Security Assets
for the Transferee free of charge (kostenlose Verwahrung). 

  

	3.2	To the extent that any third person holds or obtains actual possession of the Security Assets, the Transferor hereby transfers and assigns to the Transferee any existing or future claims it may have for the surrender
(Herausgabeansprüche) of the Security Assets against any such person. The Transferee accepts each such assignment. 

  

	4.	PURPOSE OF THE TRANSFER OF TITLE 


The Transfer of Title is constituted in order to secure the full and final satisfaction and discharge of any and all Secured Obligations. The Transferor hereby
expressly agrees that the Transfer of Title shall also secure any future extension or increase of the Secured Obligations and the Secured Obligations as extended or increased from time to time, as well as in particular any claims for the payment of
principal, interest, costs, fees and damages based on contract, unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt). 
  

	5.	IDENTIFICATION OF SECURITY ASSETS 

  

	5.1	The Transferor shall provide at its own expenses to the Transferee at quarterly intervals within 10 (ten) days after the end of each calendar quarter, promptly (unverzüglich) upon the occurrence of an Event
of Default and, in addition, at any time following an Event of Default which is continuing upon the reasonable request of the Transferee an up-to-date list of all the Transferor’s Inventories, showing the book value of each of:


  

	 	5.1.1	the raw material, supplies and operating materials (Roh-, Hilfs- und Betriebsstoffe); 


  
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	 	5.1.2	work in progress (unfertige Erzeugnisse); and 

  

	 	5.1.3	finished goods and products (fertige Erzeugnisse und Waren); 

 each as at the last day of
the relevant quarter (the “Reporting Date”). 
  

	5.2	The lists referred to in Clause 5.1 (Identification of Security Assets) shall specify the nature of the Transferor’s entitlement to the Security Assets and comprise a summary description of the type and amount
of the Inventories, their cost price (Einstandswert) or, if applicable, their production price (Herstellungskosten), and their sale price (Verkaufspreis) as at the Reporting Date. 


 

	5.3	The Transferor shall have the right to deliver the relevant lists on a readable and compatible disk or other electronic data storage medium. The Transferor will contact the Transferee from time to time with a view to
agreeing the necessary details of such delivery. 

  

	5.4	For the avoidance of doubt, a Security Asset shall be transferred pursuant to this Agreement whether or not listed in any of the lists referred to in Clause 5.1 (Identification of Security Assets) above.


  

	5.5	If the Transferor employs a third person for its bookkeeping and/or data-processing (the Third Person), the Transferor hereby (i) undertakes to arrange with the Third Person for the delivery of and permits the
Transferee to obtain the lists of Security Assets directly from the Third Person at the Transferor’s expense and (ii) upon occurrence of an Event of Default and any time thereafter for as long as the Event of Default is continuing
undertakes to instruct the Third Person to deliver the lists of Security Assets directly to the Transferee and irrevocably authorises (bevollmächtigen) the Transferee to request those lists directly from the Third Person.


  

	6.	NEW PREMISES 

  

	6.1	If the Transferor intends to store any of its Inventories on any premises other than the Premises (the New Premises) (excluding any Inventories listed in Annex 2), the Transferor must: 


 

	 	6.1.1	notify the Transferee of such intent; 

  

	 	6.1.2	deliver to the Transferee site maps of the New Premises which are correct and sufficiently identify the New Premises without need to recourse to any document other than such site maps and thereby determinately
(bestimmt) identify the Inventories kept or deposited from time to time at the New Premises; and 


  
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	 	6.1.3	deliver to the Transferee an express written representation by the Transferor that the site maps referred to in Clause 6.1.2 above are correct and sufficiently identify the New Premises without need to recourse to any
document other than such site maps and that all Inventories of the Transferor kept or deposited from time to time at the New Premises are therefore determined (bestimmt), in each case in form and substance reasonably satisfactory to the
Transferee. 

  

	 	The Transferee shall notify the Transferor promptly upon being so satisfied. 

  

	6.2	With effect from the Transferee’s notification referred to under Clause 6.1 above: 

  

	 	6.2.1	the relevant site maps shall form an integral part of this Agreement; 

  

	 	6.2.2	the New Premises shall forthwith constitute a Security Location; and 

  

	 	6.2.3	all Inventories located on the New Premises from time to time shall become Security Assets title to which is transferred to the Transferee pursuant to Clause 2 (Transfer of Security Assets) and Clause 3
(Substitution for Delivery) of this Agreement. 

  

	7.	LOCATION AND MAINTENANCE OF SECURITY ASSETS 


 

	7.1	The Transferor is obliged to keep the Security Assets in the Security Location. A removal of Security Assets from the Security Location other than in accordance with Clause 10 (Disposal, processing and handling of
Security Assets) of this Agreement or otherwise in the ordinary course of trading, including, for the avoidance of doubt, a temporary removal for necessary repairs to be undertaken, is only allowed with the prior written consent of the Transferee.


  

	7.2	The Transferor shall deal carefully with the Security Assets and shall give due regard to all necessary care and maintenance of the Security Assets at its own expense. 


 

	7.3	The Transferee has the right to label the Security Assets as its property if it seems reasonably appropriate to the Transferee following any Event of Default and for the time that such Event of Default is continuing.
The Transferor shall keep accurate records of the Security Assets title to which is transferred or, as applicable, assigned to the Transferee. 


  
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	8.	RIGHT OF THE TRANSFEREE TO EXAMINE THE SECURITY ASSETS 


 

	8.1	Upon two (2) Business Days Prior notice to the Transferor, the Transferee or any representative of its choice of whom the Transferee will notify the Transferor in the advance notice is entitled to inspect the
Security Assets, the Security Location and any documentation or records concerning the Security Assets during normal business hours. Upon the occurrence of an Event of Default which is continuing, no prior notice to the Transferor is required. The
Transferor shall provide all reasonably necessary information and has to allow and grant access to documentation and the Security Location respectively. 

  

	8.2	If the Security Assets are in the possession of a third person (e.g. warehouse keeper), such third person shall be instructed by the Transferor to allow and grant access to the Security Assets by the Transferee.


  

	9.	RESERVATION OF TITLE 

 The Transferor shall extinguish any
reservation of title (Eigentumsvorbehalt) arising in the ordinary course of business by settling the purchase price when due for the Security Assets affected by such reservation of title unless otherwise permitted in the Facility Agreement.
Upon the occurrence of an Event of Default which is continuing, the Transferee is entitled but not obliged to make such payments on behalf of the Transferor, in which case title to such Security Assets shall pass from any holder of such reservation
of title to the Transferee. 
  

	10.	DISPOSAL, PROCESSING AND HANDLING OF SECURITY ASSETS 


 

	10.1	The Transferor may make use and dispose of any Security Asset in its ordinary course of trading in accordance with the relevant provisions of this Agreement and the Facility Agreement. 


 

	10.2	The Transferor is entitled to carry out any work on Security Assets and use them as material for any production in its own business operations or those of a third party. The Transferor or any third person working for or
with the Transferor shall effect the processing (Be- oder Verarbeitung) free of charge for and on behalf of the Transferee (which shall be regarded as producer (Hersteller) within the meaning of section 950 of the German Civil Code
(Bürgerliches Gesetzbuch) in such a way that the Transferee holds or acquires the ownership (Eigentum), co-ownership (Miteigentum) or the relevant expectant right (Anwartschaftsrecht) in the products of such
processing during every stage of production at any time for the purposes of this Agreement. 


  
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	10.3	If such ownership, co-ownership or expectant right should lapse (erlöschen) as a consequence of the processing, the relevant title in respect of new goods resulting from the processing passes automatically
over from the Transferor to the Transferee for the purposes of this Agreement at the time when the Transferor obtains such title. 

  

	10.4	As far as any processing or any commingling (Vermischung oder Vermengung) of Security Assets is carried out with goods not belonging to the Security Assets, any co-ownership or expectant right in respect of new
goods resulting from the processing which comes into existence as a result of such processing or commingling shall also automatically pass over to the Transferee for the purposes of this Agreement at the time when the Transferor obtains such rights.


  

	10.5	To the extent that the Transferor holds or will hold claims entitling it to demand the transfer of ownership, co-ownership or any expectant right in each case with respect to Security Assets, the Transferor hereby
assigns such claims to the Transferee for the purposes of this Agreement. The Transferee hereby accepts such assignment. 

  

	10.6	If ownership, co-ownership or expectant rights pass over from the Transferor to the Transferee, the Transferor shall safeguard the relevant products free of charge in accordance with Clause 3.1 (Substitution for
Delivery), instead of delivering such products to the Transferee. 

  

	10.7	As far as any third person is or will be in possession of final products, the Transferor hereby assigns existing and future claims for recovery of those final products to the Transferee. The Transferee hereby accepts
such assignment. 

  

	10.8	For the avoidance of doubt, this Clause 10 does not apply to assets considered Intellectual Property (as defined in the Facility Agreement) used in connection with or which is necessary for AFM11 and AFM13.


  

	11.	TAKING POSSESSION BY THE TRANSFEREE 

  

	11.1	 The Transferee is entitled to revoke the right of disposal and the right of processing of the Security Assets (Clause 10 (Disposal, processing
and handling of Security Assets)) and to take direct possession (unmittelbarer Besitz) of the Security Assets after the occurrence of an Event of Default and for as long as it is continuing or if the Transferee reasonably considers such assets,
rights or property to be in danger of being seized or sold under any 



  
 - 10 - 








 
form of distress, attachment, execution or other legal process. However, if and when all Events of Default have been waived or remedied and all such dangers of seizure or sale have, in the
reasonable opinion of the Transferee, been resolved, the Transferee shall retransfer possession of the Security Assets to the Transferor and reinstate the Transferor’s entitlement under Clause 10, save to the extent that the Security
Assets have been sold and any proceeds resulting from such sale have been applied in payment of any of the Secured Obligations. 
  

	11.2	The right of disposal and the right of processing of the Security Assets (Clause 10 (Disposal, processing and handling of Security Assets) of this Agreement) of the Transferor shall automatically lapse upon the
occurrence of an Event of Default. 

  

	12.	ENFORCEMENT AND REALISATION 

  

	12.1	The Transferee’s rights 

  

	 	12.1.1	The Transferee shall be entitled to realise the Security Assets (together with any and all other rights and claims transferred or assigned to the Transferee pursuant to this Agreement) at any time after the occurrence
of an Event of Default and as long as such an Event of Default in continuing if, in addition, the Transferor has failed to meet all or part of its payment obligations in respect of any of the Secured Obligations. 


 

	 	12.1.2	The Transferee shall notify the Transferor of its intention to realise the Security Assets by giving 1 (one) week’s prior written notice to the Transferor. Such notice period is not necessary if (i) the
Transferor has generally ceased to make payments or (ii) an application for the commencement of insolvency proceedings over the assets of the Transferor is filed by any third person or by the Transferor unless the application is frivolous or
vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement. 

  

	 	12.1.3	Upon becoming entitled to enforce, pursuant to this Clause 12.1, the Security Interests constituted pursuant to this Agreement, the Transferee may sell, or arrange for the sale of, the Security Assets (together
with any and all other rights and claims transferred or assigned to the Transferee pursuant to this Agreement) by way of private sale or private auction in its own name but as trustee for the account of the Transferor pursuant to Clause 12.2.1
(Application of proceeds) below or in any other way determined by the Transferee in its reasonable discretion. Upon becoming entitled to enforce, pursuant to this Clause 12.1, the Transferee is also entitled to demand from the Transferor that
the Transferor realises the Security Assets in the best way possible or assists with the realisation, in which case the Transferor is obliged to immediately transfer all proceeds resulting from such realisation to the Transferee. 


  
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	 	12.1.4	The Transferee may determine which part of the Security, if applicable, shall be used to satisfy the Secured Obligations. 

  

	12.2	Application of proceeds 

  

	 	12.2.1	The proceeds resulting from the enforcement of the Security Interests constituted pursuant to this Agreement shall be applied by the Transferee towards payment of the Secured Obligations in accordance with the relevant
provisions of the Facility Agreement. If the proceeds of the realisation are subject to turnover tax, the Transferee will issue a credit note to the effect that such credit note is to be seen as an invoice for the delivery of goods. Such credit note
shall meet the requirements of German turnover tax law. 

  

	 	12.2.2	After the full and final satisfaction and discharge of all Secured Obligations any remaining proceeds resulting from the enforcement of the Security Interests constituted pursuant to this Agreement shall be transferred
to the Transferor at the cost and expense of the Transferor. 

  

	13.	NO RECOURSE 

 The Parties hereby agree that no rights and claims shall pass
to or otherwise arise for the benefit of the Transferor by subrogation (gesetzlicher Übergang von Forderungen und Rechten) or otherwise, including any recourse claims, indemnification claims, claims arising from unjust enrichment
(ungerechtfertigte Bereicherung) and any right to demand the assignment and/or transfer of any Secured Obligation and/or Security Interest, against any Obligor which it may (but for this Clause 13) acquire as a result of: 

 

	 	a)	a payment or repayment by the Transferor of any debt of any Obligor under the Facility Agreement; or 

  

	 	b)	an enforcement of the Security Interests constituted pursuant to this Agreement, 

 The Transferor furthermore
undertakes not to exercise (pactum de non petendo), and not to purport to exercise, any such rights and claims which may pass to it or otherwise arise for its benefit notwithstanding this Clause 13 or would pass to it or otherwise arise for its
benefit but for this Clause 13. 

  
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	14.	REPRESENTATIONS AND WARRANTIES 

 The Transferor represents
and warrants (selbständiges Garantieversprechen im Sinne von § 311 BGB) to the Transferee that on the date of this Agreement: 
  

	14.1	it is validly existing and is neither: 

  

	 	14.1.1	unable to pay its debts when they fall due (zahlungsunfähig) within the meaning of section 17 of the German Insolvency Code (Insolvenzordnung); nor 


 

	 	14.1.2	subject to any insolvency proceedings (Insolvenzverfahren) (or other or similar proceedings under the laws of any other applicable jurisdiction) or any refusal of opening insolvency proceedings for insufficiency
of assets (Abweisung mangels Masse) (within the meaning of section 26 of the German Insolvency Code (Insolvenzordnung)), and that it has not filed an application for the opening of insolvency procedures (Antrag auf Eröffnung
eines Insolvenzverfahrens); 

  

	14.2	the site maps attached hereto as Schedule 1 are correct and sufficiently identify each Security Location without need to recourse to any document other than this Agreement and all Security Assets are therefore
determined (bestimmt) through such site maps; 

  

	14.3	all its present Inventories are located within the Security Location, except the present Inventories listed in Annex 2; 

  

	14.4	it holds either title in the form of full ownership (Eigentum), co-ownership (Miteigentum), joint ownership (Gesamthandseigentum) or expectant right (Anwartschaftsrecht) in relation to the
Present Security Assets; 

  

	14.5	other than liens arising by operation of mandatory German law or other than permitted under the Facility Agreement and subject to the Release, the Security Assets are not encumbered for the benefit of any third person;
and 

  

	14.6	no litigation, arbitration or administrative proceedings are presently in progress, pending or threatened which restrain, or threaten to restrain, the Transferor in respect of the entry into, the performance of or
compliance with any of its obligations pursuant to this Agreement. 


  
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	15.	UNDERTAKINGS 

 The Transferor undertakes: 

 

	15.1	to execute (or ensure execution of) at its own expense each and any other document, make each and any other or additional declaration and take each and any other action, in each case that is reasonably necessary or
useful for: 

  

	 	15.1.1	the creation, perfection and/or protection of the Security Interests expressed to be constituted, pursuant to this Agreement; and 

  

	 	15.1.2	the enforcement of the Security Interests expressed to be constituted, pursuant to this Agreement and in particular, if such Security Interests have become enforceable, for facilitating the realisation of all or any
part of the Security Assets and the exercise of all powers, authorities and discretions vested in the Transferee or in any receiver with respect to all or any part of those Security Assets; 


 

	15.2	to ensure that at all times until the full and final satisfaction and discharge of the Secured Obligations all its Inventories are only kept or deposited at the Security Location unless otherwise permitted in this
Agreement and except for any Inventories listed in Annex 2; 

  

	15.3	to promptly (unverzüglich) pay any amounts due under each and any relevant lease agreement in the case that any Security Asset is located at leased premises unless such amounts due are contested by the
Transferor in good faith; 

  

	15.4	to provide the Transferee promptly (unverzüglich) with all information and documents which are reasonably deemed necessary by the Transferee in relation to the Security Assets in addition to the information
provided pursuant to Clause 5 (Identification of Security Assets); 

  

	15.5	to inform the Transferee promptly (unverzüglich) of any subsequent changes in the value of any of the Security Assets, provided that such change in the value of the Security Assets exceeds an aggregate of
EUR 250,000.00; 

  

	15.6	to inform the Transferee promptly (unverzüglich) of any attachments (Pfändung) regarding any and all of the Security Assets or any other measures which may impair or jeopardise the
Transferee’s rights relating to the Security Assets. In the event of an attachment, the Transferor undertakes to forward to the Transferee promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), any
third party debt order (Überweisungsbeschluss) and all other documents reasonably necessary for a defence against the attachment. The Transferor shall inform the attaching creditor promptly (unverzüglich) about the
Transferee’s Security Interests pursuant to this Agreement; 


  
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	15.7	to refrain from any intentional acts or omissions which might damage or result in a loss of the Security Assets; 

  

	15.8	save to the extent permitted under the Facility Agreement and this Agreement, not to lease, lend, discount, factor, or otherwise dispose of and/or create or permit to subsist any encumbrance over the Security Assets;
and 

  

	15.9	to refrain from any acts or omissions which may reasonably be expected to have an indirect or direct adverse effect on the validity or enforceability of this Agreement or the Security Interests constituted hereunder (or
any of them) or the value of rights and claims secured hereunder. 

  

	16.	INSURANCE OF THE SECURITY ASSETS 

  

	16.1	The Transferor undertakes at its own expense to keep the Security Assets insured in accordance with Clause 20.17 (Insurance) of the Facility Agreement. 


 

	16.2	To the extent the Transferor is not, or not sufficiently, insured, the Transferee has the right (but is not obliged) to insure the Security Assets in order to attain the insurance level provided for in Clause 20.17
(Insurance) of the Facility Agreement. 

  

	16.3	The Transferor hereby assigns to the Transferee all current and future claims against each relevant insurer arising from any insurance cover in respect of the Security Assets for security purposes. The Transferee hereby
accepts such assignment. The Transferor shall notify the relevant insurer(s) of the Transferee’s title in relation to the relevant Security Assets, of the ownership of the Transferee in relation to all claims arising from the insurance
agreement as far as the same refers to the Security Assets, of the fact that the Transferee shall succeed in the benefits but not in the obligations of such insurance agreement and that the Transferor is not entitled to terminate or amend the
insurance without consent of the Transferee. The Transferor shall use its best efforts in order to procure that the relevant insurance company(ies) provide(s) the Transferee with a corresponding insurance certificate (Sicherungsschein oder
Sicherungsbestätigung). 

  

	16.4	So long as no Event of Default has occurred and is continuing, the Transferor shall be entitled to collect all claims arising from the insurance agreements and to exercise all ancillary rights and claims assigned to the
Assignee pursuant to this Clause 16, provided that all claims collected shall be paid into bank accounts subject to the account pledge agreement entered into by the Parties with respect to the Facility Agreement. 


  
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	17.	RIGHTS OF A THIRD PERSON 

 If
and to the extent that there exists, in relation to the Security Assets, a pledge by law (gesetzliches Pfandrecht) in favour of any third person, the Transferor shall provide that all sums properly due to such third person will be duly and
punctually paid (unless such sums due are contested by the Transferor in good faith) and shall upon request of the Transferee provide evidence of such payment. Upon the occurrence of an Event of Default which is continuing, theTransferee shall be
entitled to make such payments if and to the extent that the Transferor does not promptly (unverzüglich) provide such evidence. 
  

	18.	RELEASE AND RETRANSFER 

  

	18.1	Retransfer 

  

	 	After the full and final satisfaction and discharge of all Secured Obligations, the Transferee shall at the Transferor’s cost and expense retransfer to the Transferor the Security Assets (together with any and all
other rights and claims transferred or assigned to the Transferee pursuant to this Agreement). The Transferee will, however, transfer any Security Assets (together with any other right and claim transferred or assigned pursuant to this Agreement
pertaining to them) to a third person to the extent that it is obliged to do so. 

  

	18.2	Release 

  

	 	Even prior to the full and final satisfaction and discharge of all Secured Obligations, the Transferee is obliged to release, upon the Transferor’s request, and at the Transferor’s cost and expense, all or
part of the Security Interest insofar as the realisable value of the Security Interest exceeds, not only temporarily, the Secured Obligations by more than 10 per cent. (provided that if in an enforcement of the Security Interest constituted
pursuant to this Agreement the Transferee is or becomes liable for any turnover taxes (Umsatzsteuer), such percentage rate shall be increased by the rate of such turnover taxes). The Transferee may, at its discretion, determine which part of
the Security Interest shall be released. 

  

	18.3	Evaluation 

  

	 	For the purpose of calculating the realisable value of the Security Assets the following calculation shall apply 

  

	 	18.3.1	The value of each Security Asset shall be: 


  
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	 	(a)	where a market price exists for the relevant Security Asset, the current market price (aktueller Marktpreis) for the relevant Security Assets as at the time the Transferee makes a decision on the release of
Security Interest requested by the Transferor in accordance with Clause 18.2 (Release) of this Agreement; or 

  

	 	(b)	where no such market price exists, the value of the relevant Security Assets shall be the price for which the Transferor has purchased such Security Asset (Einkaufspreis) or its cost price for which the
Transferor has produced, processed or manufactured the Security Asset (Herstellungspreis). 

  

	 	18.3.2	The total value of the Security Assets determined in accordance with Clause 18.3.1(a) above shall be reduced by the value of such Security Assets which are encumbered with a prior ranking Security Interest (e.g.
any retention of title, transfer for security purposes or pledge), but only in an amount which is equal to the claims which are secured by such security right. 

  

	 	18.3.3	The total value of the Security Assets determined in accordance with Clauses 18.3.1(a) and 18.3.1(b) above shall be (further) reduced with a view to taking into account potential losses of realisation proceeds
(Mindererlöse) (e.g. in case of a forced sale or obsolete Security Assets). The amount of such reduction will be determined at the time of the Transferor’s request for release in accordance with Clause 18.2 (Release) of this
Agreement. 

  

	19.	INDEMNITY 

  

	19.1	Liability for Damages 

  

	 	The Transferee shall not be liable for any loss or damage suffered by the Transferor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or
wilful misconduct (Vorsatz) of the Transferee. 

  

	19.2	Indemnification 

  

	 	The Transferor shall indemnify the Transferee and keep the Transferee indemnified against any and all losses, actions, claims, out of pocket expenses, demands and liabilities which may be incurred by or made against the
Transferee for anything done or omitted in the exercise or purported exercise of the powers contained in this Agreement other than to the extent that such losses, actions, claims, expenses, demands and liabilities are incurred or made against the
Transferee as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Transferee. 


  
 - 17 - 









	 	Any reference in this Clause to the Transferee includes any attorney, manager, agent or other person appointed by the Transferee in accordance with the provisions of this Agreement and the Facility Agreement.


  

	20.	DURATION AND INDEPENDENCE 

  

	20.1	Duration 

  

	 	This Agreement shall remain in full force and effect until the full and final satisfaction and discharge of the Secured Obligations. This Agreement shall not cease to exist if any payments made in satisfaction of the
Secured Obligations have only temporarily discharged the Secured Obligations. 

  

	20.2	Continuing Security 

 This Agreement shall create a continuing security and no change or
amendment whatsoever in the Facility Agreement or in any document or agreement related to it shall affect the validity or limit the scope of this Agreement or the obligations which are imposed on the Transferor pursuant to it. 

The Transferor hereby agrees that the Security Interest constituted under or pursuant to this Agreement shall not be affected by any assumption
of liability (Schuldübernahme) in relation to any of the Secured Obligations and hereby expressly consents (willigt ein) to any such assumption of liability within the meaning of section 418 para. 1 sentence 3 of the German Civil
Code (Bürgerliches Gesetzbuch) (including when applied by analogy). 
  

	20.3	Independence 

  

	 	This Agreement and the Security Interests constituted hereunder are independent from all other Security Interests or guarantees which may have been or will be given to the Transferee and/or any of the other Finance
Parties with respect to any obligation of the Transferor. None of such other Security Interests or guarantees shall in any way prejudice, or be prejudiced by, this Agreement or the Security Interests constituted pursuant to this Agreement.



  
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	21.	COSTS AND EXPENSES 

 The Transferor shall promptly
(unverzüglich) on demand pay (or procure payment) to the Transferee the amount of any and all out of pocket costs, charges, fees and expenses (including fees for legal advisers) reasonably incurred by the Transferee in connection with
the preparation, execution, performance, amendment or enforcement of, or the monitoring of the Transferor’s compliance with its obligations under, this Agreement, or any waiver in relation thereto, together in each case with any applicable
value added tax (subject to a proper invoice in accordance with applicable legal provisions enabling Transferor to deduct such value added tax as input tax (Vorsteuerabzug)) or other taxes. The aforementioned restriction regarding
reasonability shall not apply with respect to any and all costs and expenses incurred in connection with the enforcement of the Security Assets. All amounts due under this Clause 21 shall be subject to Clause 15.4 (Expense Deposit) of the
Facility Agreement. 
  

	22.	PARTIAL INVALIDITY; WAIVER 

  

	22.1	Invalidity 

  

	 	If any provision of this Agreement or part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be
replaced by that provision which best meets the intent of the replaced provision. This shall apply analogously with respect to anything which is accidentally not regulated in this Agreement (Vertragslücke). 


 

	22.2	Waiver 

  

	 	No failure to exercise, nor any delay in exercising, on the part of the Transferee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law. 


 

	23.	AMENDMENTS 

  

	 	Changes to and amendments of this Agreement, including this Clause 23, must be made in writing. 


  
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	24.	SUCCESSORS, ASSIGNMENTS AND TRANSFERS 

  

	24.1	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible, their respective successor(s) in law. 

  

	24.2	The parties hereto hereby agree that any person who is an assignee and transferee of the Transferee pursuant to the Facility Agreement shall, upon such assignment and transfer being effected, become an assignee for the
purpose of this Agreement, regardless of whether such transfer is made by way of an assignment (Einzel- und/oder Gesamtrechtsnachfolge including Vertragsübernahme) or novation or otherwise. The Transferor hereby expressly consents
(willigt ein) to any such transfer. The Transferee is herewith irrevocably authorized by the Transferor (and for this purpose exempt from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) to
issue all declarations and to make all statements on behalf of the Transferor which the Transferee shall deem reasonably necessary or useful in order to such assignee and transferee becoming an assignee under this Agreement. For the avoidance of
doubt, the Transferee is entitled to transfer the Security Assets to any of the above assignee and transferee. 

  

	24.3	The Transferor is entitled to any such transfer with the prior written consent of the Transferee only. 

  

	25.	NOTICES 

  

	25.1	Communications in writing 

  

	 	Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or overnight courier to the following addresses: 


 

	 	25.1.1	If to the Transferor 

  

	 	 	AFFIMED THERAPEUTICS AG 


	 	 	Technologiepark, Im Neuenheimer Feld 582 


	 	 	69120 Heidelberg, Germany 


	 	 	Attn: Dr. Florian Fischer 


	 	 	Fax: +49 6221 65307 77 


	 	 	Email: f.fischer@affimed.com 


  
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	 	 	with a copy to 

 CMS Hasche Sigle 

Partnerschaft von Rechtsanwälten und Steuerberatern mbB 

Nymphenburger Straße 12 

80335 Munich, Germany 
 Attn:
Stefan-Ulrich Müller 
 Fax: +49 89 23807 40667 

Email: Stefan-Ulrich.Mueller@cms-hs.com 
  

	 	25.1.2	If to the Transferee 

 Perceptive Advisors LLC 

499 Park Avenue, 25th Floor 

New York, New York 10022 

United States of America 
 Attn:
Sandeep Dixit 
 Email: Sandeep@perceptivelife.com 

with a copy to: 

Morrison & Foerster LLP 

Potsdamer Platz 1 
 10785
Berlin, Germany 
 Attn: Jörg Meißner 

Fax: +49 30 726 221 130 
 Email:
jmeissner@mofo.com 
  

	25.2	Delivery 

 Any communication or document made or delivered by one person to another under or in connection with
this Agreement will only be effective when received (zugegangen), in particular: 
  

	 	25.2.1	if by way of fax, when received in legible form; or 

  

	 	25.2.2	if by way of overnight courier, when it has been left at the relevant address. 

  

	25.3	Notification of address and fax number 

 Promptly upon changing its address or fax number, each party shall
notify the other Parties. 

  
 - 21 - 









	25.4	English language 

  

	 	25.4.1	Any notice given under or in connection with this Agreement must be in English. 

  

	 	25.4.2	All other documents provided under or in connection with this Agreement must be: 

  

	 	(a)	in English; or 

  

	 	(b)	if not in English, and if so required by the Transferee, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document. 

  

	26.	APPLICABLE LAW; JURISDICTION 

  

	26.1	Governing Law 

  

	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws. 


 

	26.2	Jurisdiction 

  

	 	The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal Republic of Germany. 


  
 - 22 - 








 This Agreement has been entered into at the date stated at the beginning of this Agreement. 

 

			
	  

Affimed Therapeutics AG        
	  	
		
	  
 PCOF 1, LLC
	  	
		
	  
 PCOF 1, LLC
	  	


  
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 Schedule 1 

Security Location 
  

			
	 Security

Location no
	  	 Security Location Address

	 1
	  	 Affimed Therapeutics AG
 Technologiepark

Im Neuenheimer Feld 582
 69120 Heidelberg

Germany


 (Please see attached site maps - site maps to be additionally signed or initialled on behalf of Transferor) 

  
 - 24 - 








  
 



 

  
 - 25 - 








 Schedule 2 

Excluded assets considered Intellectual Property (as defined in the Facility Agreement) 

used in connection with or which is necessary for AFM11 and AFM13 

 

	 	•	 	AFM11 Production Master Cell Bank based on the expression in the BI Hex System 

  

	 	•	 	AFM11 production process intermediate 2mg/ml filled in bags , storage temperature -70°C 

  

	 	•	 	AFM11 Bulk Drug Substance 0,1 mg/ml, storage temperature -40°C 

  

	 	•	 	AFM11 Drug Product filled in 2R Vials 0.1 mg/ml, storage temperature 2°C-8°C 

  

	 	•	 	AFM11 Reference standard material 

  

	 	•	 	AFM11 stability samples for the assessment of the shelf life of the study medication, accelerated storage of Drug Substance, Drug Substance storage conditions and Drug product samples stored compliant to the ICH
guidelines stability assessment 

  

	 	•	 	AFM13 Production master cell bank 

  

	 	•	 	AFM13 Production process intermediates 

  

	 	•	 	AFM13 Bulk Drug Substance, 1,25 mg/ml, storage temperature -70°C 

  

	 	•	 	AFM13 Drug Product filled in 20R Vials, storage temperature 2°C-8°C, for the later phases of the clinical development other Drug Product fill concepts will apply. 


 

	 	•	 	AFM13 Reference standard material 

  

	 	•	 	AFM13 stability samples for the assessment of the shelf life of the study medication, accelerated storage of Drug Substance, Drug Substance storage conditions and Drug product samples stored compliant to the ICH
guidelines stability assessment 


  
 - 26 - 








 Schedule 3 

Inventory outside the Premises 
 Affimed
has no Inventory outside the Premises. 

  
 - 27 - 








 SCHEDULE 18 

Global Assignment Agreement 

(Sicherungsabtretungsvertrag) 

between 
 Affimed Therapeutics
AG 
 and 
 PCOF 1, LLC

  
 



 







 Table of Contents 

 

							
		
	 PREAMBLE
	  	 	4	  
			
	 1.
	 	INTERPRETATION	  	 	4	  
			
	 2.
	 	ASSIGNMENT	  	 	6	  
			
	 3.
	 	PURPOSE OF THE ASSIGNMENT	  	 	6	  
			
	 4.
	 	LIST OF CLAIMS	  	 	6	  
			
	 5.
	 	DISCLOSURE	  	 	8	  
			
	 6.
	 	ASSIGNMENT OF CLAIMS AGAINST CONDITIONAL VENDORS	  	 	10	  
			
	 7.
	 	THE ASSIGNOR’S RIGHTS	  	 	11	  
			
	 8.
	 	RIGHT OF INSPECTION, BOOK-KEEPING AND DATA-PROCESSING	  	 	11	  
			
	 9.
	 	ENFORCEMENT AND COLLECTION	  	 	12	  
			
	 10.
	 	 NO RECOURSE
	  	 	14	  
			
	 11.
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	14	  
			
	 12.
	 	 UNDERTAKINGS
	  	 	15	  
			
	 13.
	 	 REALEASE AND REASSIGNMENT
	  	 	17	  
			
	 14.
	 	 INDEMNITY
	  	 	19	  
			
	 15.
	 	 DURATION AND INDEPENDENCE
	  	 	19	  
			
	 16.
	 	 COSTS AND EXPENSES
	  	 	20	  
			
	 17.
	 	 PARTIAL INVALIDITY; WAIVER
	  	 	20	  
			
	 18.
	 	 AMENDMENTS
	  	 	21	  
			
	 19.
	 	 SUCCESSORS, ASSIGNMENTS AND TRANSFERS
	  	 	21	  
			
	 20.
	 	 NOTICES AND THEIR LANGUAGE
	  	 	21	  
			
	 21.
	 	 APPLICABLE LAW; JURISDICTION
	  	 	23	  


  
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 This global assignment agreement (Sicherungsabtretungsvertrag) is dated July 24, 2014 and made by and
among 
  

	1)	Affimed Therapeutics AG, a stock corporation governed by German law (Aktiengesellschaft) having its corporate seat in Heidelberg, Germany and business address at Im Neuenheimer Feld 582, 69120 Heidelberg,
registered with the local court (Amtsgericht) of Mannheim under number HRB 336536 

 - the “Assignor” -

 and 
  

	2)	PCOF 1, LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022 


- the “Assignee” - 

- The Assignor and the Assignee collectively referred to as the “Parties”, each a “Party” - 

  
 - 3 - 








 PREAMBLE 
  

	(A)	On July 24, 2014, the Assignor and the Assignee entered into a facility agreement (“Facility Agreement”) which provides for a loan of USD 14,000,000.00 (“Credit Facility”).


  

	(B)	The Shareholders of the Assignor intend to contribute all their shares in the Assignor in an entity governed by Dutch law (“Dutch Guarantor”). After this contribution the Dutch Guarantor will join the
Facility Agreement as guarantor. 

  

	(C)	It is a condition to the Assignee making the Credit Facility available under the Facility Agreement that the Assignor enters into this Agreement. 


Now and therefore the Parties agree as follows: 
  

	1.	INTERPRETATION 

  

	1.1	Definitions 

  

	 	In this Agreement: 

  

	 	“Assignment” means each and any assignment of a Claim and of any other right and claim to the Assignee for security purposes (Sicherungsabtretung) constituted pursuant to this Agreement.


  

	 	“Claims” means all present and future German law governed monetary receivables and claims which the Assignor holds or will hold (Forderungsinhaber): 


 

	 	a)	against all clients, central clearing agencies (Zentralregulierer), purchasers and suppliers (or any of them) from goods and services (Forderungen aus Warenlieferungen und Leistungen) (the “Trade
Receivables”); 

  

	 	b)	against any other member of the Group, including any such receivables and claims arising under or in connection with any loan granted by the Assignor to any other member of the Group (the “Intercompany
Receivables”), 

  

	 	in each case including: 

  

	 	a)	all ancillary rights (Neben-, Hilfs- und Gestaltungsrechte) pertaining thereto and/or to the respective underlying contractual relationship (other than ancillary rights pertaining to any Intercompany Receivable
or its underlying contractual relationship); 


  
 - 4 - 









	 	b)	damage claims (Schadensersatzansprüche), claims against insurances related to the Trade Receivables or Intercompany Receivables and claims resulting from unjust enrichment (ungerechtfertigte
Bereicherung); and 

  

	 	c)	where the Assignor maintains a genuine or non-genuine current account arrangement (echtes oder unechtes Kontokorrentverhältnis) with regard to any of such receivables or claims, all claims which arise from
any existing or future current account balances, the right to determine the net balance and the right to terminate the current account relationship. 


To the extent that such Claims are in existence or outstanding at the time this Agreement comes into force, such Claims are referred to as the
“Existing Claims”, and if such Claims will only come into existence in the future they are referred to as the “Future Claims”. 

“Debtor” means each debtor in respect of a Claim and “Debtors” means all such debtors. 

“Event of Default” means any Event of Default under the Facility Agreement, subject to the cure period provided for in Clause
21.14 (Cure Period) of the Facility Agreement. 
 “Group” means the Assignor and its Subsidiaries for the time being and,
following the contribution of shares in the Assignor to the Dutch Guarantor, the Dutch Guarantor and its Subsidiaries. 

“Intercompany Debtors” means any other member of the Group against which the Assignor holds any Intercompany Receivables. 

“Security Interest” means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other
agreement or arrangement having a similar effect. 
 “Secured Obligations” means all present and future rights and claims
(Ansprüche) (whether actual or contingent and whether owned jointly or severally or in any other capacity whatsoever) of the Assignee against any Obligor (as defined in the Facility Agreement) under or in connection with the Facility
Agreement and any other document entered into by any Obligor in relation thereto, each as extended (including by way of increase of existing tranches or by including new tranches), amended, varied, novated or supplemented from time to time. 

“Subsidiary” means a subsidiary within the meaning of sections 15 - 17 Stock Corporation Act (Aktiengesetz). 

“Trade Debtors” means the debtors of the Trade Receivables. 

  
 - 5 - 








 Unless otherwise defined herein or unless the context otherwise requires, terms defined or
referred to in the Facility Agreement shall have the same meaning when used herein. 
  

	2.	ASSIGNMENT 

  

	2.1	The Assignor hereby assigns for security purposes (Sicherungsabtretung) all of the Claims to the Assignee (the “Assignment”). 


 

	2.2	The Existing Claims shall pass over to the Assignee upon execution of this Agreement and any Future Claims shall pass over to the Assignee on the date such Future Claims arise. 


 

	2.3	The Assignor hereby assigns and transfers all rights and claims in respect of any kind of cheques (Schecks), bills of exchange (Wechsel), notes or commercial papers the Assignor receives for the settlement
of any assigned Claim to the Assignee. 

  

	2.4	The Claims are assigned to the Assignee together with all Security Interests securing the Claims (or any of them). To the extent that any such Security Interest is not assigned or transferred to the Assignee as a matter
of law, the Assignor hereby assigns or, as applicable, transfers each such Security Interest to the Assignee. 

  

	2.5	The Assignee hereby accepts each of the assignments and transfers referred to in this Clause 2. 

  

	3.	PURPOSE OF THE ASSIGNMENT 

  

	 	The Assignment is constituted in order to secure the full and final satisfaction and discharge of any and all Secured Obligations. The Assignor hereby expressly agrees that the Assignment shall also secure any future
extension or increase of the Secured Obligations and the Secured Obligations as extended or increased from time to time, as well as in particular any claims for the payment of principal, interest, costs, fees and damages based on contract, unjust
enrichment (ungerechtfertigte Bereicherung) or tort (Delikt). 

  

	4.	LIST OF CLAIMS 

  

	4.1	 The Assignor shall provide to the Assignee at quarterly intervals within 10 (ten) days after the end of each calendar quarter, promptly
(unverzüglich) upon the occurrence of an Event of Default and, in addition, at any time following an Event of Default which is 



  
 - 6 - 









	 	
continuing upon the reasonable request of the Assignee, an up-to-date list of all outstanding Trade Receivables and Intercompany Receivables or upon or following an Event of Default of all
outstanding Claims, as the case may be, (each such list as applicable from time to time a “List of Claims”). Each List of Claims shall be accompanied by a written statement expressly making the representations set out under Clause
11 (Representations) of this Agreement as at the date of the delivery, and with respect to, each such List of Claims (the “Repeating Representation Undertaking”). Notwithstanding any undertaking hereunder, the Assignor shall set out
any deviation from the representations to be made pursuant to the Repeating Representation Undertaking in the written statement. 

  

	4.2	Unless otherwise agreed between the Parties in writing, each List of Claims shall: 

  

	 	4.2.1	include the names and addresses of the Trade Debtors and the Intercompany Debtors as well as the outstanding amounts per individual Trade Debtor or Intercompany Debtors including the invoice date and number and the due
dates for payment; in the event of an insurance for the Claims also the names and addresses of the insurance company, the contact person, the subject of the insurance, the respective contact numbers and policy numbers and the applicable law for the
insurance claim. 

  

	 	4.2.2	specify which Claims listed in the List of Claims are subject to: 

  

	 	(a)	an assignment pursuant to an extended retention of title (verlängerter Eigentumsvorbehalt), and the name of the relevant seller retaining title (Eigentumsvorbehaltsverkäufer); 


 

	 	(b)	any prohibition on assignment (Abtretungsverbot) or any limitation of assignability (and specify the nature of such prohibition or limitation); and 


 

	 	4.2.3	specify if, in relation to which Claims and in which aggregate amounts counterclaims are held, or have been asserted by, any Debtors as well as the legal basis (Rechtsgrund) of each such counterclaim.


  

	4.3	Notwithstanding Clause 4.2.1 upon the occurrence of an Event of Default and at any time following an Event of Default which is continuing, Clause 4.2 above shall apply mutatis mutandis in respect of all Claims and all
Debtors in particular each List of Claims shall include the names and addresses of all Debtors as well as the outstanding amounts including the invoice date and number and the due dates for payment. 


 

	4.4	The Assignor shall have the right to deliver the Lists of Claims (or any of them) on a readable and compatible disk or other electronic data storage medium. The Assignee will contact the Assignor from time to time with
a view to agreeing the necessary details of the delivery. 


  
 - 7 - 









	4.5	For the avoidance of doubt, the Assignee shall also be entitled to any and all Claims if for any reason whatsoever any Claims are not or incompletely contained in any List of Claims. 


 

	4.6	If the Assignor employs a third person for its bookkeeping and/or data-processing (the “Third Person”), the Assignor hereby (i) undertakes to arrange with the Third Person for the delivery of and
permits the Assignee to obtain the Lists of Claims (or any of them) directly from the Third Person at the Assignor’s expense and (ii) upon occurrence of an Event of Default and any time thereafter for as long as the Event of Default is
continuing undertakes to instruct the Third Person to deliver the List of Claims directly to the Assignee and irrevocably authorises (bevollmächtigen) the Assignee to request the List of Claims (or any of them) directly from the Third
Person. 

  

	4.7	The obligations of the Assignor to provide information in relation to the Claims pursuant to the terms of this Agreement shall not apply if and to the extent that providing information in relation to the Claims would
violate the Federal Data Protection Act (Bundesdatenschutzgesetz) in any way. 

  

	5.	DISCLOSURE 

  

	5.1	Disclosure of Assignment of Trade Receivables 

  

	 	5.1.1	The Assignor shall deliver to the Assignee within 5 (five) Business Days upon the execution of this Agreement 10 (ten), and at any time upon the reasonable request of the Assignee, notification letters executed in blank
in the form of Schedule 1 Part I hereto (including the request for and the form of acknowledgement set forth therein) for the purpose of notification of the Debtor(s) of the Assignment of the respective Trade Receivable(s), by the Assignee in
accordance with Clause 5.1.2 below. The Assignor hereby authorises the Assignee to copy such notification letters executed in blank. 

  

	 	5.1.2	The Assignee is entitled, and is hereby authorised accordingly by the Assignor, to notify (in its own name and on behalf of the Assignor) each relevant Debtor of the Assignment of the respective Trade Receivable(s), at
any time after the occurrence of an Event of Default and for as long as the Event of Default is continuing. 


  
 - 8 - 









	 	5.1.3	For the purpose of disclosing the Assignments (or any of them) in accordance with Clause 5.1.2 above, the Assignee may, at its discretion, at any time after the occurrence of an Event of Default and for as long as the
Event of Default is continuing: 

  

	 	(a)	complete the notification letters executed in blank and delivered to it pursuant to Clause 5.1.1 above and send such letters to the Debtors (or any of them) of the respective Trade Receivable(s); 


 

	 	(b)	demand from the Assignor, which shall promptly (unverzüglich) comply with such demand, for each Debtor of Trade Receivable(s) a signed notification letter in the form of Schedule 1 Part I hereto (including
the request for and the form of acknowledgement set forth therein), duly completed and addressed to the respective Debtor and send such letters to the relevant Debtors (or any of them); and/or 


 

	 	(c)	notify the relevant Debtors (or any of them) of the Assignment of the Trade Receivable(s) in any other form or way; and/or 

  

	 	(d)	request the Assignor, which shall promptly (unverzüglich) comply with such request, to notify the relevant Debtors (or any of them) of the Assignment of the Trade Receivables, by delivery of a notification
letter substantially in the form of Schedule 1 Part I hereto (including the request for and the form of acknowledgement set forth therein) to the respective Debtor. 


 

	 	5.1.4	The Assignee shall notify the Assignor of its intention to notify the relevant Debtor(s) of the Assignment of the Trade Receivables in accordance with Clause 5.1.2 above by giving 1 (one) week’s notice. Such notice
period is not necessary if the Assignor has generally ceased to make payments or the commencement of insolvency proceedings is filed by a third person against the Assignor or by the Assignor (in each case unless the application is frivolous or
vexatious and is discharged, stayed or dismissed within 45 Business Days of commencement), as the case may be. 

  

	 	5.1.5	Clause 5.1.1 to 5.1.4 (each inclusive) above shall not apply with respect to a Trade Receivable which also qualifies as an Intercompany Receivable, in which case Clause 5.2 (Disclosure of Assignment of Intercompany
Receivables) below shall apply. 


  
 - 9 - 









	5.2	Disclosure of Assignment of Intercompany Receivables 

  

	 	The Assignor shall promptly (unverzüglich), and in any event within 10 (ten) Business Days: 

  

	 	5.2.1	with respect to Intercompany Receivables which are Existing Claims, upon execution of this Agreement; and 

  

	 	5.2.2	with respect to Intercompany Receivables which are Future Claims, upon such Intercompany Receivable or, if earlier, the underlying contractual relationship, coming into existence, 


 

	 	notify each relevant Debtor, with a copy to the Assignee, of the Assignment of the Intercompany Receivables, by delivering a signed notification letter in the form of Schedule 1 Part II via registered mail with return
receipt (Einschreiben mit Rückschein) or, if consented to by the Assignee in writing, by fax to each Debtor and shall procure that each Debtor executes the acknowledgement of notification and accepts the terms of the relevant Assignment
in the form set out in Schedule 1 Part II. The Assignor will provide the Assignee with a copy of each return receipt (Rückschein), or if the notification was sent by fax, of each confirmation of delivery (Sendebestätigung)
and each acknowledgement of receipt and each acceptance by a Debtor, promptly (unverzüglich) upon receipt of such document by the Assignor. 

  

	6.	ASSIGNMENT OF CLAIMS AGAINST CONDITIONAL VENDORS 


 

	6.1	If a Claim is subject to an assignment pursuant to an extended retention of title (verlängerter Eigentumsvorbehalt) arrangement with any supplier of the Assignor, the Assignment of such Claim to the Assignee
pursuant to this Agreement shall only become effective upon the extinction of such extended retention of title. As long as the supplier is only partly entitled to a Claim, the assignment of such Claim to the Assignee hereunder shall be limited to
the part of the Claim to which the Assignor is entitled. The other part of such Claim will be transferred to the Assignee at such time as that part is no longer affected by any extended retention of title. 


 

	6.2	The Assignor hereby assigns to the Assignee its right to reassignment of the Claim assigned to a supplier by reason of an extended retention of title (verlängerter Eigentumsvorbehalt) as well as any
contingent claims to the transfer of all proceeds paid out to the supplier, together with all rights pertaining thereto. The same applies to any possible expectant right (Anwartschaftsrecht) with respect to the assignment of any Claim which
are subject to a dissolving condition (auflösende Bedingung). The Assignee hereby accepts each such assignment. 


  
 - 10 - 









	6.3	Upon the occurrence of an Event of Default which is continuing, theAssignee is entitled (but not obliged) to extinguish the extended retention of title (verlängerter Eigentumsvorbehalt) by itself satisfying
the supplier. 

  

	7.	THE ASSIGNOR’S RIGHTS 


The Assignor shall be entitled to (i) collect the Claims, (ii) make use of the proceeds and (iii) exercise the ancillary rights and claims
assigned to the Assignee pursuant to this Agreement in its ordinary course of trading (and shall in doing so act with the care of a prudent merchant (Sorgfalt eines ordentlichen Kaufmannes)). Such entitlement of the Assignor to collect the
Claims and to exercise such ancillary rights and claims shall terminate immediately if the Assignee is entitled to collect the Claims in accordance with Clause 9 (Enforcement and Collection) of this Agreement and, in addition, the Assignee notifies
the Assignor of the revocation of its rights pursuant to this Clause 7. 
  

	8.	RIGHT OF INSPECTION, BOOK-KEEPING AND DATA-PROCESSING 


 

	8.1	The Assignor hereby authorises the Assignee and the Assignee’s accountants, professional advisers and other representatives to access at all reasonable times and upon reasonable notice the premises, assets, books,
accounts and records for the purposes of determining the status of the Claims and the validity, enforceability and value of the security interests constituted pursuant to this Agreement. 


 

	8.2	If details concerning the Claims have been stored in an electronic data-processing system, the Assignor shall grant the Assignee access to the relevant technical equipment, including peripheral equipment, and all data
concerning the Claims. Furthermore, the Assignor shall procure that any additional assistance reasonably required will be provided to the Assignee. If no Event of Default is continuing, the Assignee shall only exercise the rights conferred upon it
in this Clause 8.2 upon 5 (five) Business Days’ prior notice, during normal business hours and in a manner which duly takes into consideration the legitimate interests of the Assignor within the ordinary course of trading of the Assignor.


  

	8.3	 If proof or documents which are reasonably necessary to assert the Claims have been handed over by the Assignor to a third person (in particular a
bookkeeping firm or a tax consultant) the Assignor undertakes upon the request of the Assignee to arrange with 



  
 - 11 - 









	 	
such third person that the information and documents are released and submitted to the Assignee and the Assignee shall be entitled to keep and maintain such information and documents to the
extent necessary or useful to assert the Claims. The Assignor hereby undertakes to support the Assignee in dealing with any such third person in all respects. The preceding sentence applies accordingly to a third person that handles the electronic
processing of data, and the Assignor shall instruct such third person to handle the processing of data for the Assignee to the extent necessary or useful to assert the Claims as it did for the Assignor, in any case for the expense of the Assignor.


  

	8.4	Notwithstanding Clause 8.3 above if proof or documents which are reasonably necessary to assert the Claims have been handed over by the Assignor to a third person (in particular a bookkeeping firm or a tax consultant)
the Assignor hereby irrevocably authorises the Assignee to demand, upon the occurrence of an Event of Default and any time thereafter for as long as the Event of Default is continuing, from such third person that the information and documents are
released and submitted to the Assignee and the Assignee shall be entitled to keep and maintain such information and documents to the extent necessary or useful to assert the Claims. The Assignor hereby undertakes to instruct any such third person to
deliver all such necessary information and documents directly to the Assignee promptly on demand. If a third person handles the electronic processing of data, the Assignor hereby irrevocably authorises (bevollmächtigen) the Assignee to
exercise all the Assignor’s rights against such third person relating to these services, and instructs such third person to handle the processing of data for the Assignee upon its instructions as it did for the Assignor, in any case for the
expense of the Assignor. 

  

	9.	ENFORCEMENT AND COLLECTION 

  

	9.1	The Assignee’s rights 

  

	 	9.1.1	The Assignee shall be entitled to realise any and all of the Claims (together with any and all other rights and claims transferred or assigned to the Assignee pursuant to this Agreement) at any time after the occurrence
of an Event of Default and for as long as the Event of Default is continuing. 

  

	 	9.1.2	 The Assignee shall notify the Assignor of its intention to realise the Claims by giving 1 (one) week’s prior written notice to the Assignor. The
notification of the intention to realise the Claims can be effected simultaneously and in one document with the notification pursuant to Clause 5.1(d) (Disclosure of Assignment of Trade Receivables). Such notice period is not necessary if
(i) the Assignor has generally ceased to make payments, (ii) an application for the commencement of 



  
 - 12 - 









	 	
insolvency proceedings over the assets of the Assignor is filed by any third person or by the Assignor (in each case unless the application is frivolous or vexatious and is discharged, stayed or
dismissed within 20 Business Days of commencement) or (iii) there is reason to believe that observance of such notice period would adversely affect the enforceability of the security interests constituted pursuant to this Agreement (or any of
them). 

  

	 	9.1.3	If and when the Assignee is entitled under this Clause 9.1 to enforce the security interests constituted pursuant to this Agreement the Assignee may (i) collect, or arrange for the collection of, the Claims (or any
of them) in its own name or for its own account, (ii) sell, or arrange for the sale of the Claims (or any of them) and/or (iii) exercise any and all rights and claims transferred or assigned to the Assignee pursuant to this Agreement. This
includes bringing a suit before a court (staatliches Gericht) or an arbitrational tribunal (Schiedsgericht), initiate compulsory execution (Zwangsvollstreckung) of any judgements or arbitral awards obtained by Assignor or
Assignee and take all other enforcement measures (Beitreibungsmaßnahmen) Assignee considers to be expedient for the collection of the Claims. The Assignee may then request that all documents relating to the Claims be handed over to the
Assignee and the Assignor shall provide the Assignee with all support at its own expenses required for the enforcement of the Claims. Assignor hereby agrees to promptly (unverzüglich) comply with any such request. If no Event of Default
is continuing, the Assignee’s right to collect the Claims shall cease and the Assignee shall pay over to the Assignor all moneys received in connection with such collection and retained by it while an Event of Default was continuing save to the
extent any such moneys have been applied in payment of any of the Secured Obligations. 

  

	 	9.1.4	If and to the extent the Assignee collects any Claims pursuant to this Clause 9.1, it may take all measures and enter into all agreements with such Debtors which it considers to be expedient. In particular, the Assignee
may grant discounts or indulgence to, and/or enter into settlement agreements with, Debtors (or any Debtor). 

  

	 	9.1.5	The Assignee may determine which part of the Security, if applicable, shall be used to satisfy the Secured Obligations. 

  

	9.2	Application of proceeds 

  

	 	9.2.1	The proceeds resulting from the enforcement of the security interests constituted pursuant to this Agreement shall be applied by the Assignee towards payment of the Secured Obligations in accordance with the relevant
provisions of the Facility Agreement. 


  
 - 13 - 









	 	9.2.2	After the full and final satisfaction and discharge of all Secured Obligations any remaining proceeds resulting from the enforcement of the security interests constituted pursuant to this Agreement shall be transferred
to the Assignor at the cost and expense of the Assignor. 

  

	10.	NO RECOURSE 

  

	10.1	The Parties hereby agree that no rights and claims shall pass to or otherwise arise for the benefit of the Assignor by subrogation (gesetzlicher Übergang von Forderungen und Rechten) or otherwise, including
any recourse claims, indemnification claims, claims arising from unjust enrichment (ungerechtfertigte Bereicherung) and any right to demand the assignment and/or transfer of any Secured Obligation and/or Security Interest, against the
Assignor or grantor of Security Interest which it may (but for this Clause 10) acquire as a result of: 

  

	 	10.1.1	a payment or repayment by the Assignor of any debt of the Assignor under the Facility Agreement; or 

  

	 	10.1.2	an enforcement of the security interests constituted pursuant to this Agreement. 

  

	10.2	The Assignor furthermore undertakes not to exercise (pactum de non-petendo), and not to purport to exercise, any such rights and claims which may pass to it or otherwise arise for its benefit notwithstanding this Clause
10 or would pass to it or otherwise arise for its benefit but for this Clause 10. 

  

	11.	REPRESENTATIONS AND WARRANTIES 

 The Assignor
represents and warrants (selbständiges Garantieversprechen im Sinne von § 311 BGB) to the Assignee that on the date of this Agreement: 
  

	11.1	it is validly existing and is neither: 

  

	 	11.1.1	unable to pay its debts when they fall due (zahlungsunfähig) within the meaning of section 17 of the German Insolvency Code (Insolvenzordnung); nor 


  
 - 14 - 









	 	11.1.2	subject to any insolvency proceedings (Insolvenzverfahren) (or other or similar proceedings under the laws of any other applicable jurisdiction) or any refusal of opening insolvency proceedings for insufficiency
of assets (Abweisung mangels Masse) (within the meaning of section 26 of the German Insolvency Code (Insolvenzordnung)), and that it has not filed an application for the opening of insolvency procedures (Antrag auf Eröffnung
eines Insolvenzverfahrens); 

  

	11.2	it is the sole legal and beneficial holder (Forderungs- bzw. Rechtsinhaber) of the Existing Claims and the other rights and claims transferred or assigned pursuant to this Agreement except for Claims assigned to
third parties pursuant to extended retentions of title (verlängerter Eigentumsvorbehalt) or unless otherwise disclosed in the List of Claims; 

  

	11.3	the Existing Claims are governed by German law except for any claims governed by U.S. law and claims against AbCheck. 

  

	11.4	it has the right to freely dispose (verfügen) of the Claims listed in the List of Claims pursuant to Clause 4.1 or Clause 4.3 as the case may be from time to time and the other rights and claims transferred
or assigned pursuant to this Agreement and is not subject to any restrictions on assignment and such disposition does not violate the rights of any third person, any contractual undertaking of the Assignor to a third person or any regulatory orders
(in each case except for Claims assigned to third parties pursuant to extended retentions of title (verlängerter Eigentumsvorbehalt) or unless otherwise disclosed in the List of Claims); 


 

	11.5	the Claims listed in the List of Claims pursuant to Clause 4.1 or Clause 4.3 as the case may be from time to time are not in any way encumbered nor subject to any rights of third persons except for Claims assigned to
third parties pursuant to extended retentions of title (verlängerter Eigentumsvorbehalt) or unless otherwise disclosed in the List of Claims; and 

  

	11.6	no litigation, arbitration or administrative proceedings are presently in progress, pending or threatened which restrain, or threaten to restrain, the Assignor in respect of the entry into, the performance of or
compliance with any of its obligations pursuant to this Agreement. 

  

	12.	UNDERTAKINGS 

 The Assignor undertakes: 

 

	12.1	to execute (or ensure execution of) at its own expense each and any other document, make each and any other or additional declaration and take each and any other action, in each case that is reasonably necessary or
useful for: 


  
 - 15 - 









	 	12.1.1	the creation, perfection and/or protection of the Security Interests expressed to be constituted, pursuant to this Agreement; and 

  

	 	12.1.2	the enforcement of the Security Interests expressed to be constituted, pursuant to this Agreement and in particular, if such Security Interests have become enforceable, for facilitating the realisation of all or any
part of the Claims and the exercise of all powers, authorities and discretions vested in the Assignee or in any receiver with respect to all or any part of those Claims; 


 

	12.2	at its own expense, to execute all transfers, conveyances, assignments and releases whether to the Assignee or to its nominees and give all notices, orders and directions which the Assignee may reasonably request;


  

	12.3	upon request of the Assignee, to promptly (unverzüglich) execute such further documents and do such other acts as are necessary in order to fully effect the purposes of this Agreement; 


 

	12.4	to provide the Assignee promptly (unverzüglich) at its request with all information and documents which are deemed necessary by the Assignee in addition to the information provided pursuant to Clause 4.1 for
asserting the Claims; 

  

	12.5	to inform the Assignee of any and all subsequent changes in the value of any of the Claims resulting from any complaints, price discounts, set-off, changes to maturity or other reasons, to the extent such changes (or
any of them) have, or may be expected to have, a material adverse effect on the value of the Security Interests of the Assignee constituted pursuant to this Agreement, promptly (unverzüglich) upon becoming aware of such changes. The same
applies if the Assignor becomes aware of circumstances which impair, or may be expected to impair, the ability of a Debtor to make payment; 

  

	12.6	to notify the Assignee promptly (unverzüglich) of any event or circumstance which adversely affects or may reasonably be expected to adversely affect the validity or enforceability of this Agreement and/or
the Security Interest constituted pursuant to this Agreement or which would cause an Event of Default to occur; 

  

	12.7	to inform the Assignee promptly (unverzüglich) of any attachments (Pfändung) regarding any and all of the Claims or any other measures which may impair or jeopardise the Assignee’s rights
relating to the Claims. In the event of an attachment, the Assignor undertakes to forward to the Assignee promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), the third party debt order
(Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Assignor shall inform the attaching creditor promptly (unverzüglich) about the Assignee’s Security Interests pursuant to
this Agreement; 


  
 - 16 - 









	12.8	not to enter into: 

  

	 	12.8.1	any genuine or non-genuine current account arrangement (echtes oder unechtes Kontokorrentverhältnis) in respect of the Claims (or any of them) during the term of this Agreement without the prior written
consent of the Assignee; 

  

	 	12.8.2	any factoring transaction with respect to the Claims (or any of them) without the prior written consent of the Assignee; 

  

	 	12.8.3	any other agreement adversely affecting the assignability or the value of any Claim, in particular not to agree to any settlement (Vergleich), ferment (Stundung), change of maturity (Änderung des
Fälligkeitszeitpunktes), moratorium (Stillhalteabkommen – pactum de non-petendo) or other amendments of the Claims, other than in the ordinary course of business, without prior written consent of the Assignee or


  

	 	12.8.4	any agreement subjecting any monetary receivables or claims held by it to any law other than German law, and to notify the Assignee if the aggregate nominal value of monetary receivables or claims held by it not
governed by German law (excluding claims against Amphivena) exceed 20 per cent. of the aggregate amount of all monetary receivables and claims of the Assignor; 


 

	12.9	not to assign (or purport to assign), encumber or sell any of the Claims to any third person without the Assignee’s prior written consent (except for assignments pursuant to an extended retention of title
(verlängerter Eigentumsvorbehalt), and unless otherwise provided for in the Facility Agreement); and 

  

	12.10	to refrain from any other acts or omissions which may reasonably be expected tohave an indirect or direct adverse effect on the validity or enforceability of this Agreement, the Security Interests constituted thereunder
(or any of them) or the value of rights and claims secured hereunder. 

  

	13.	REALEASE AND REASSIGNMENT 

  

	13.1	Reassignment 

  

	 	After the full and final satisfaction and discharge of all Secured Obligations, the Assignee shall, at the cost and expense of the Assignor, reassign to the Assignor the Claims (together with any and all other rights
and claims transferred or assigned to the Assignee pursuant to this Agreement). The Assignee will, however, assign any Claims (together with any other right and claim transferred or assigned pursuant to this Agreement pertaining to them) to a third
person to the extent that it is obliged to do so. 


  
 - 17 - 









	13.2	Release 

  

	 	Even prior to the full and final satisfaction and discharge of all Secured Obligations, the Assignee is obliged to release, upon the Assignor’s request, and at the Assignor’s cost and expense, all or part of
the Security Interest insofar as the realisable value of the Security Interest exceeds, not only temporarily, the Secured Obligations by more than 10 per cent. The Assignee may, at its discretion, determine which part of the Security Interest
shall be released. 

  

	13.3	Evaluation 

  

	 	For the purpose of calculating the realisable value of the Claims the following shall be deducted from the nominal value of all Claims: 


 

	 	13.3.1	Claims which cannot be assigned, or can be assigned only with the consent of a Debtor who has not consented; 

  

	 	13.3.2	Claims which can be set off with an existing counterclaim; 

  

	 	13.3.3	Claims which are subject to defences or objections due to the fact that the underlying services or performances have not been (fully) rendered; this shall also apply to Claims overdue for more than three months.


  

	 	13.3.4	Claims which have not been assigned to the Assignee by reason of an extended retention of title pursuant to Clause 6 (Assignment of claims against conditional vendors); and 


 

	 	13.3.5	Claims the assignment of which is not valid due to the governing law and the Debtor’s domicile or principal place of business. 

  


	13.4	Adjustment 

  

	 	Each of the Parties has the right to demand an adjustment of the security deduction different from that specified above, if the previously agreed security deduction turns out to be too high or too low because of
subsequent changes occurring after the date of this Agreement. 


  
 - 18 - 









	14.	INDEMNITY 

  

	14.1	Liability for Damages 

  

	 	The Assignee shall not be liable for any loss or damage suffered by the Assignor save in respect of such loss or damage which is suffered as a result of gross negligence (grobe Fahrlässigkeit) or wilful
misconduct (Vorsatz) of the Assignee. 

  

	14.2	Indemnification 

  

	 	The Assignor shall indemnify the Assignee and keep the Assignee indemnified against any and all losses, actions, claims, out of pocket expenses, demands and liabilities which may be incurred by or made against the
Assignee for anything done or omitted in the exercise or purported exercise of the powers contained in this Agreement other than to the extent that such losses, actions, claims, expenses, demands and liabilities are incurred or made against the
Assignee as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Assignee. 

  

	 	Any reference in this paragraph to the Assignee includes any attorney, manager, agent or other person appointed by the Assignee in accordance with the provisions of this Agreement and the Facility Agreement.


  

	15.	DURATION AND INDEPENDENCE 

  

	15.1	Duration 

  

	 	This Agreement shall remain in full force and effect until the full and final satisfaction and discharge of the Secured Obligations. This Agreement shall not cease to exist if any payments made in satisfaction of the
Secured Obligations have only temporarily discharged the Secured Obligations. 

  

	15.2	Continuing Security 

  

	 	This Agreement shall create a continuing security and no change or amendment whatsoever in the Facility Agreement or in any document or agreement related to it shall affect the validity or limit the scope of this
Agreement or the obligations which are imposed on the Assignor pursuant to it. 

  

	 	The Assignor hereby agrees that the Security Interest constituted under or pursuant to this Agreement shall not be affected by any assumption of liability (Schuldübernahme) in relation to any of the Secured
Obligations and hereby expressly consents (willigt ein) to any such assumption of liability within the meaning of section 418 para. 1 sentence 3 of the German Civil Code (Bürgerliches Gesetzbuch) (including when applied by
analogy). 


  
 - 19 - 









	15.3	Independence 

  

	 	This Agreement and the Security Interests constituted thereunder are independent from all other Security Interests or guarantees which may have been or will be given to the Assignee with respect to any obligation of the
Assignor. None of such other Security Interests or guarantees shall in any way prejudice, or be prejudiced by this Agreement or the Security Interests constituted pursuant to this Agreement. 


 

	16.	COSTS AND EXPENSES 

 The Assignor
shall promptly (unverzüglich) on demand pay (or procure payment) to the Assignee the amount of any and all out of pocket costs, charges, fees and expenses (including fees for legal advisers) reasonably incurred by the Assignee in
connection with the preparation, execution, performance, amendment or enforcement of, or the monitoring of the Assignor’s compliance with its obligations under this Agreement, or any waiver in relation thereto, together in each case with any
applicable value added tax (subject to a proper invoice in accordance with applicable legal provisions enabling Transferor to deduct such value added tax as input tax (Vorsteuerabzug)) or other taxes. The aforementioned restriction regarding
reasonability shall not apply with respect to any and all costs and expenses incurred in connection with the enforcement of the Claims. All amounts due under this Clause 16 shall be subject to Clause 15.4 (Expense Deposit) of the Facility Agreement.

  

	17.	PARTIAL INVALIDITY; WAIVER 

  

	17.1	Invalidity 

  

	 	If any provision of this Agreement or part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be
replaced by that provision which best meets the intent of the replaced provision. This shall apply analogously with respect to anything which is accidentally not regulated in this Agreement (Vertragslücke). 


 

	17.2	Waiver 

  

	 	No failure to exercise, nor any delay in exercising, on the part of the Assignee, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law. 


  
 - 20 - 









	18.	AMENDMENTS 

 Changes to and amendments of this Agreement, including this
Clause 18, must be made in writing. 
  

	19.	SUCCESSORS, ASSIGNMENTS AND TRANSFERS 

  

	19.1	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible, their respective successor(s) in law. 

  

	19.2	The parties hereto hereby agree that any person who is an assignee and transferee of the Assignee pursuant to the Facility Agreement shall, upon such assignment and transfer being effected, become an assignee for the
purpose of this Agreement, regardless of whether such transfer is made by way of an assignment (Einzel- und/oder Gesamtrechtsnachfolge including Vertragsübernahme) or novation or otherwise. The Assignor hereby expressly consents
(willigt ein) to any such transfer. The Assignee is herewith irrevocably authorized by the Assignor (and for this purpose exempt from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) to issue
all declarations and to make all statements on behalf of the Assignor which the Assignee shall deem necessary or useful in order to such assignee and transferee becoming an assignee under this Agreement. For the avoidance of doubt, the Assignee is
entitled to transfer and assign the Claims to any of the above assignee and transferee. 

  

	19.3	The Assignor is entitled to any such transfer with the prior written consent of the Assignee only. 

  

	20.	NOTICES AND THEIR LANGUAGE 

  

	20.1	Communications in writing 

  

	 	Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or overnight courier to the following addresses: 


 

	 	20.1.1	If to the Assignor 


  
 - 21 - 









	 	 	AFFIMED THERAPEUTICS AG 


	 	 	Technologiepark, Im Neuenheimer Feld 582 


	 	 	69120 Heidelberg, Germany 


	 	 	Attn: Dr. Florian Fischer 


	 	 	Fax: +49 6221 65307 77 


	 	 	Email: f.fischer@affimed.com 

  

	 	 	with a copy to 

  

	 	 	CMS Hasche Sigle 


	 	 	Partnerschaft von Rechtsanwälten und Steuerberatern mbB 


	 	 	Nymphenburger Straße 12 


	 	 	80335 Munich, Germany 


	 	 	Attn: Stefan-Ulrich Müller 


	 	 	Fax: +49 89 23807 40667 


	 	 	Email: Stefan-Ulrich.Mueller@cms-hs.com 

  

	 	20.1.2	If to the Assignee 

  

	 	 	Perceptive Advisors LLC 


	 	 	499 Park Avenue, 25th Floor 


	 	 	New York, New York 10022 


	 	 	United States of America 


	 	 	Attn: Sandeep Dixit 


	 	 	Email: Sandeep@perceptivelife.com 

  

	 	 	with a copy to: 

  

	 	 	Morrison & Foerster LLP 


	 	 	Potsdamer Platz 1 


	 	 	10785 Berlin, Germany 


	 	 	Attn: Jörg Meißner 


	 	 	Fax: +49 30 726 221 130 


	 	 	Email: jmeissner@mofo.com 


  
 - 22 - 









	20.2	Delivery 

 Any communication or document made or delivered by one person to another under or in connection with
this Agreement will only be effective when received (zugegangen), in particular: 
  

	 	20.2.1	if by way of fax, when received in legible form; or 

  

	 	20.2.2	if by way of overnight courier, when it has been left at the relevant address. 

  

	20.3	Notification of address and fax number 

 Promptly upon changing its address or
fax number, each party shall notify the other Parties. 
  

	20.4	English language 

  

	 	20.4.1	Any notice given under or in connection with this Agreement must be in English. 

  

	 	20.4.2	All other documents provided under or in connection with this Agreement must be: 

  

	 	(a)	in English; or 

  

	 	(b)	if not in English, and if so required by the Assignee, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document. 

  

	21.	APPLICABLE LAW; JURISDICTION 

  

	21.1	Governing Law 

 This Agreement shall be governed by and construed in accordance with the laws of
the Federal Republic of Germany, without regard to principles of conflicts of laws. 
  

	21.2	Jurisdiction 

 The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal
Republic of Germany, without regard to the principles of conflicts of law. 

  
 - 23 - 








 This Agreement has been entered into at the date stated at the beginning of this Agreement. 

 
  

Affimed Therapeutics AG 
  

 
 PCOF 1, LLC 

 
  

PCOF 1, LLC 

  
 - 24 - 








 SCHEDULE 1 

FORMS 

PART I 

FORM OF NOTIFICATION FOR DISCLOSURE UPON
EVENT OF DEFAULT AND BLANK NOTIFICATION LETTER 

[Letterhead of the Assignor] 
  

			
	[insert date and place]	  	[Datum und Ort einfügen]
		
	Dear Sirs,	  	Sehr geehrte Damen und Herren,
		
	We hereby give you notice that pursuant to a global assignment agreement entered into by us in favour of PCOF 1 LLC (the “Assignee”) dated [            ]
July 2014, we have assigned to the Assignee by way of security assignment all our present and future claims against you together with all ancillary rights and claims pertaining thereto including the claims set out in Annex 1 hereto. The Assignee is
solely authorised to collect and deal with the assigned claims, and all payments with respect to the assigned claims have to be made to the Assignee. Therefore payments on the assigned claims with discharging effect can only be effected to the
Assignee as assignee and holder of the assigned claims. Please do not make any further payments to us or into our accounts. Please find attached as Annex 2 hereto a copy of the assignment agreement.	  	Wir teilen Ihnen hierdurch mit, dass wir mit Abtretungsvertrag (Globalzessionsvertrag) vom [ ] Julie 2014, sämtliche bestehenden und künftigen Forderungen mit allen dazugehörenden Rechten und Ansprüchen
gegen Sie an PCOF 1 LLC (der “Zessionar”) im Wege der Sicherungsabtretung abgetreten haben, einschließlich der in Anlage 1 genannten Forderungen. Der Zessionar allein ist berechtigt, über die Forderungen zu verfügen
und Zahlungen auf die Forderungen entgegenzunehmen. Leistungen auf die Forderungen mit schuldbefreiender Wirkung können Ihrerseits daher nur noch an den Zessionar als Abtretungsempfänger und Forderungsinhaber erfolgen. Bitte leisten Sie
keine weiteren Zahlungen an uns oder auf unsere Konten. Als Anlage 2 erhalten Sie eine Kopie des Abtretungsvertrages.
		
	Yours faithfully,	  	Mit freundlichen Grüßen


  
 - 1 - 









			
		
	Affimed Therapeutics AG	  	Affimed Therapeutics AG
		
	  
 Name:

Title:
	  	  
 Name:

Titel:

		
	 Acknowledgement of the debtor
  

We acknowledge receipt of this notification letter and confirm our agreement with the terms thereof.
	  	 Bestätigung des Drittschuldners
  

Wir bestätigen den Erhalt der Benachrichtigung und erklären unser Einverständnis mit den darin enthaltenen Bestimmungen.

		
	[insert full name of the debtor]	  	[den vollständigen Namen des Drittschuldners einfügen]
		
	  
 Name:

Title:
 Date:
	  	  
 Name:

Titel:
 Datum:



  
 2 








 ANNEX 1 / ANLAGE 1 

DETAILS OF ASSIGNED CLAIMS / EINZELHEITEN DER
ABGETRETENEN FORDERUNGEN 

  
 3 








 ANNEX 2 / ANLAGE 2 

COPY OF THE GLOBAL ASSIGNMENT AGREEMENT /
KOPIE DES 
 SICHERUNGSABTRETUNGSVERTRAGES 

  
 4 








 PART II 

FORM OF NOTIFICATION FOR IMMEDIATELY DISCLOSED
ASSIGNMENT (OFFENE ZESSION) 
 [Letterhead of
the Assignor] 
 [Name and address of debtor] 
  

			
	[insert date and place]	  	[Datum und Ort einfügen]
		
	 Dear Sirs,
  

We hereby give you notice that pursuant to a global assignment agreement entered into by us in favour of PCOF 1 LLC (the “Assignee”) dated
[    ] July 2014, we have assigned to the Assignee by way of security assignment all our present and future claims against you together with all ancillary rights and claims pertaining thereto including the claims set out in Annex
1 hereto. We are authorised by the Assignee to collect the assigned claims in our own name and for our own account and to exercise any rights and claims in the ordinary course of trading until and unless you receive a notification from the Assignee
or ourselves to the contrary. Please see attached as Annex 2 a copy of the assignment agreement.
	  	 Sehr geehrte Damen und Herren,
  

Wir teilen Ihnen hierdurch mit, dass wir mit Abtretungsvertrag (Globalzessionsvertrag) vom [    ]. Juli 2014, , sämtliche bestehenden
und künftigen Forderungen mit allen dazugehörenden Rechten und Ansprüchen gegen Sie an PCOF 1 LLC (der “Zessionar”) im Wege der Sicherungsabtretung abgetreten haben, einschließlich der in Anlage 1 genannten
Forderungen. Wir sind vom Zessionar ermächtigt, alle Zahlungen betreffend die abgetretenen Forderungen im eigenen Namen und für eigene Rechnung einzuziehen und entgegenzunehmen und unsere Rechte im Rahmen des gewöhnlichen
Geschäftsbetriebs auszuüben, wenn und soweit sie keine anderslautende Mitteilung des Zessionars oder durch uns erhalten. Als Anlage 2 erhalten Sie eine Kopie des Abtretungsvertrages.

		
	Please acknowledge receipt of this notice and your agreement with the terms hereof by counter-signing this letter and returning the same to us.	  	Bitte bestätigen Sie den Erhalt dieser Benachrichtigung und Ihr Einverständnis mit den hierin enthaltenen Bestimmungen durch Gegenzeichnung dieser Benachrichtigung und Rücksendung an uns.
		
	Yours faithfully,	  	Mit freundlichen Grüßen,


  
 5 









			
		
	 Affimed Therapeutics AG
  

Name:
 Title:
	  	 Affimed Therapeutics AG
  

Name:
 Titel:

		
	 Acknowledgement of the debtor
  

We acknowledge receipt of this notification letter and confirm our agreement with the terms thereof.
	  	 Bestätigung des Drittschuldners
  

Wir bestätigen den Erhalt der Benachrichtigung und erklären unser Einverständnis mit den darin enthaltenen Bestimmungen.

		
	[insert full name of the debtor]	  	[den vollständigen Namen des Drittschuldners einfügen]
		
	  
 Name:

Title:
 Date:
	  	  
 Name:

Titel:
 Datum:



  
 6 








 ANNEX 1 / ANLAGE 1 

DETAILS OF ASSIGNED CLAIMS / EINZELHEITEN DER
ABGETRETENEN FORDERUNGEN 

  
 7 








 ANNEX 2 / ANLAGE 2 

COPY OF THE GLOBAL ASSIGNMENT AGREEMENT /
KOPIE DES 
 SICHERUNGSABTRETUNGSVERTRAGES 

  
 8 








 SCHEDULE 19 

First-Ranking Pledge Agreement on Intellectual Property Rights 

(Vertrag über Verpfändung von Immaterialgüterrechten) 

between 
 Affimed Therapeutics
AG 
 and 
 PCOF 1, LLC

  
 



 







 Table of Contents 

 

							
	 PREAMBLE
	  	 	4	  
			
	 1.
	 	FIRST-RANKING PLEDGE OF IP-RIGHTS	  	 	4	  
			
	 2.
	 	EXCLUDED IP RIGHTS	  	 	6	  
			
	 3.
	 	USE OF PLEDGED RIGHTS	  	 	7	  
			
	 4.
	 	REPRESENTATIONS	  	 	7	  
			
	 5.
	 	GENERAL UNDERTAKINGS	  	 	8	  
			
	 6.
	 	ENFORCEMENT OF FIRST-RANKING PLEDGES	  	 	10	  
			
	 7.
	 	SUSPENSE ACCOUNT	  	 	12	  
			
	 8.
	 	EXPIRATION AND RELEASE	  	 	12	  
			
	 9.
	 	NOTICE FORMS	  	 	13	  
			
	 10.
	 	    ATTORNEY	  	 	14	  
			
	 11.
	 	    INDEMNITIES	  	 	14	  
			
	 12.
	 	    ASSIGNMENT AND EXTENSION OF FIRST-RANKING PLEDGES	  	 	15	  
			
	 13.
	 	    WAIVERS	  	 	15	  
			
	 14.
	 	    CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS	  	 	16	  
			
	 15.
	 	    NOTICES AND THEIR LANGUAGE	  	 	17	  
			
	 16.
	 	    MISCELLANEOUS	  	 	19	  


  
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 This First-Ranking Pledge Agreement on Intellectual Property Rights (Vertrag über Verpfändung von
Immaterialgüterrechten) (“Agreement”) is dated July 23, 2014 and made by and among 
  

	1)	Affimed Therapeutics AG, a stock corporation governed by German law (Aktiengesellschaft) having its corporate seat in Heidelberg, Germany and business address at Im Neuenheimer Feld 582, 69120 Heidelberg,
registered with the local court (Amtsgericht) of Mannheim under number HRB 336536 

 - the “Pledgor” -

 and 
  

	2)	PCOF 1, LLC, a limited liability company governed by the laws of Delaware, having its business address at 499 Park Avenue, 25th Floor, New York, New York 10022 


- the “Pledgee” - 

- The Pledgor and the Pledgee collectively referred to as the “Parties”, each a “Party” - 

  
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 PREAMBLE 
  

	(A)	On July 23, 2014, the Pledgor and the Pledgee entered into a facility agreement (“Facility Agreement”) which provides for a loan of USD 14,000,000.00 (“Credit Facility”).


  

	(B)	The Shareholders of the Pledgor intend to contribute all their shares in the Pledgor in an entity governed by Dutch law (“Dutch Guarantor”). After this contribution the Dutch Guarantor will join the
Facility Agreement as guarantor. 

  

	(C)	It is a condition to the Pledgee making the Credit Facility available under the Facility Agreement that the Pledgor enters into this Agreement. 


Now and therefore the Parties agree as follows: 
 Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to them in the Facility Agreement. 
  

	1.	FIRST-RANKING PLEDGE OF IP-RIGHTS 

  

	1.1	First-Ranking Pledge 

  

	 	The Pledgor hereby agrees to grant and hereby grants a first-ranking pledge (erstrangiges Pfandrecht) to the Pledgee over any and all of its present and future, national (especially, but not limited to German,
Japanese, Canadian, Australian) and European intellectual property rights (but excluding any and all US intellectual property rights), in particular but not limited to all registered and unregistered patents (Patente), trademarks
(Marken), utility models (Gebrauchsmuster), utility patterns (Geschmacksmuster) including unregistered community designs (Gemeinschaftsbenutzungsgeschmacksmuster), business names (Geschäftsnamen), signs
(Kennzeichen), rights to inventions (Erfindungen), domain names (Domainnamen), licenses (Lizenzen), copyrights, if transferable, or all rights of use with regard to copyrights (urheberrechtliche Nutzungsrechte) and
related rights (verwandte Schutzrechte) and any other intellectual property rights, in particular but not limited to the rights listed under Annex 1 (List of IP Rights) hereto, including rights in and to any of the intellectual property
rights (Recht aus dem und Recht auf das IP Recht), all ancillary rights and rights associated with the intellectual property rights, including expectancy rights (Anwartschaftsrechte, particularly, but not limited to pending patent and
trademark applications), rights under filings for registration and right to registration (Recht auf Anmeldung, Recht auf Erteilung) (together, the “IP Rights”). 


 

	 	The rights in Clauses 1.1 (First-Ranking Pledge) are jointly referred to as the “Pledged Rights”. The first-ranking pledges created under this Clause 1.1 (First-Ranking Pledge) are hereafter
referred to as the “First-Ranking Pledges”. 


  
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	1.2	Assignment 

  

	 	To the extent not effectively pledged by way of a first-ranking pledge pursuant to Clause 1.1 (First-Ranking Pledge) the Pledgor assigns for security purposes (Sicherungsabtretung) to the Pledgee for the
benefit of the Pledgee all of the Pledged Rights, provided that (i) on payment or discharge in full of the Secured Claims (as defined below), the Pledgee will re-assign such Pledged Rights to the Pledgor (or as it shall direct) and
(ii) until the occurrence of an Enforcement Event (as defined below) that is continuing, the Pledgor may continue to deal with the counterparties to such IP Rights and continue to use and exploit such IP Rights in the running and development of
its business. 

  

	1.3	Exploitation Right 

  

	 	To the extent a First-Ranking Pledge or an assignment for security purposes under Clause 1.2 (Assignment) is not effective under any applicable law, the Pledgor hereby grants to the Pledgee a worldwide, exclusive,
unlimited, transferable and sub-licensable exploitation right to such IP Rights. Provisions of this Agreement regarding the IP Rights shall apply to this exploitation right mutatis mutandis. 


 

	1.4	Legal successor 

  

	 	The First-Ranking Pledge in any future Pledged Rights includes any future Pledged Rights acquired by any legal successor (Gesamtrechtsnachfolger) of the Pledgor. 


 

	1.5	Secured Claims 

  

	 	1.5.1	The First-Ranking Pledges and the assignment for security purposes under this Agreement shall (subject to the following paragraphs) secure all existing and future claims (Ansprüche) (whether actual or
contingent and whether owned jointly or severally or in any other capacity whatsoever) of the Pledgee against the Pledgor, the Dutch Guarantor and any other Obligor (as defined under the Facility Agreement) arising under or in connection with the
Facility Agreement (the “Secured Claims”). 

  

	 	1.5.2	The term “Facility Agreement” as referred to in Clause A and 1.5.1 (Secured Claims) above shall mean the Facility Agreement and any other document entered into by any Obligor in relation thereto,
each as extended (including by way of increase of existing tranches or by including new tranches), amended, varied, novated or supplemented from time to time. The Pledgor hereby expressly agrees that the provisions of § 1210 para. 1
sent. 2 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”) shall not apply to this Agreement. 


  
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	 	1.5.3	The Secured Claims shall include in particular any claims for the payment of principal interest, costs, fees or damages based on contract, unjust enrichment (ungerechtfertigte Bereicherung) or tort
(Delikt). 

  

	1.6	Acceptance of First-Ranking Pledges 

 The Pledgee hereby accepts the First-Ranking Pledges. 

 

	2.	EXCLUDED IP RIGHTS 

  

	2.1	There shall be excluded from the security created by Clause 1 (First-Ranking pledge of IP rights) above and from the other provisions of this Agreement: 


 

	 	2.1.1	any IP Right which the Pledgor is prohibited from creating security on or over by reason of any contract, lease, license or other arrangement with a third party (including any IP Right which the Pledgor is precluded
from creating security on or over without the prior consent of a third party) until the relevant condition or waiver has been satisfied or obtained; 

  

	 	2.1.2	any IP Right which, if subject to any such security, would give a third party (other than a company of the Group) an enforceable right to terminate its obligations by reason of any contract, lease, license or other
arrangement provided that: 

  

	 	(a)	all proceeds paid or payable to the Pledgor from any sale, transfer or assignment of such license or other agreement and all rights to receive such proceeds shall be included in the security created under Clause 1
(First-Ranking pledge of IP rights); 

  

	 	(b)	in the case of any such IP Rights after the date hereof which are material to the conduct of the business of the Pledgor or with respect to which a contravention or other violation caused or arising by its inclusion as
security created under Clause 1 (First-Ranking pledge of IP rights) could reasonably be expected to materially adversely effect such IP Rights shall be excluded from the security created under Clause 1 (First-Ranking pledge of IP rights) so long as
(but only so long as) 

  

	 	(i)	the Pledgor shall have used, or shall be diligently using, commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the other party to such license or other agreement of all of the
Pledgor’s right, title and interest thereunder to the Pledgee or its designee; and 


  
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	 	(ii)	the Pledgor shall have given prompt written notice to the Pledgee upon any failure to obtain such consent or approval. 

  

	 	2.1.3	any IP Rights which are listed under Annex 2 (List of excluded IP Rights). 

  

	3.	USE OF PLEDGED RIGHTS 

  

	3.1	Right to use 

 The Pledgor is (i) entitled to use and exploit and (ii) to the extent a
Pledged Right is assigned subject to Clause 1.2 (Assignment) the Pledgee hereby authorises the Pledgor to use and further develop the Pledged Rights in each case (i) within the Pledgor’s ordinary course of business
(gewöhnlicher Geschäftsbetrieb) and with the care of a prudent businessman (Sorgfalt eines ordentlichen Kaufmanns) and (ii) as provided for in the Facility Agreement, in particular to grant licences or sub-licences to
third parties with respect to the Pledged Rights and to collect payments made in respect of any Pledged Rights, provided that all proceeds arising from any use in respect of a Pledged Right shall at all times be credited to an account pledged to the
Pledgee. 
  

	3.2	Revocation 

 The Pledgee may revoke the authorisation under Clause 3.1 (Right to use) above
if an Enforcement Event has occurred and is continuing. 
  

	4.	REPRESENTATIONS 

  

	4.1	The Pledgor hereby represents towards the Pledgee as follows: 

  

	 	4.1.1	the Pledgor is the sole owner of the present Pledged Rights listed in Annex 1 except for those listed as being co-owned, and the Pledged Rights are free from any liens and encumbrances (other than the encumbrances
hereby created or permitted in the Facility Agreement) or other rights of third parties (other than licences granted in the ordinary course of the Pledgor’s business pursuant to Clause 3.1 (Right to use), pursuant to the terms of the Facility
Agreement or with the consent of the Pledgee); 

  

	 	4.1.2	all renewal fees or other applicable payments and declarations that have been or are required to maintain each of the IP Rights as of the date of this Agreement have been made in time (unless expressly stated otherwise
in Annex 1 (List of IP Rights); 


  
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	 	4.1.3	to the best of Pledgor’s knowledge and unless otherwise disclosed in writing, no challenges, revocations, claims for assignment or similar claims relating to the IP Rights are pending with any court or authority
nor have been threatened in writing; 

  

	 	4.1.4	the assignability, transferability, pledgeability and enforceability of the Pledged Rights is not restricted in any way; however in some cases prior correction of the register will be necessary; 


 

	 	4.1.5	the list of IP Rights attached hereto as Annex 1 (List IP Rights) is a correct and complete list of the Pledged Rights existing on the date of this Agreement of the Pledgor. 


 

	4.2	Times of making Representations 

 The representations set out in Clause 4.1: 

 

	 	4.2.1	shall be made on each drawdown under the Facility Agreement; and 

  

	 	4.2.2	are made on the date hereof and shall be repeated on each date on which any of the representations and warranties set out in the Facility Agreement are repeated, with reference to the facts and circumstances then
existing. 

  

	5.	GENERAL UNDERTAKINGS 

 The Pledgor undertakes towards the Pledgee: 

 

	5.1	not to transfer or encumber the Pledged Rights or dispose of any of the Pledged Rights or any interest therein without the prior written consent of the Pledgee or unless permitted by Clause 3.1; 


 

	5.2	to refrain from any acts or omissions which may reasonably be expected to impair the rights granted under this Agreement, for instance acts or omissions which may lead to a waiver of claims based on infringement, or any
Pledged Rights, that are reasonably necessary for the conduct of the Pledgor’s business, ceasing to exist or being encumbered or transfered, except (i) to the extent that failure to do so could not reasonably be expected to materially
adversely affect the IP Rights or (ii) as otherwise permitted by this Agreement or in the Facility Agreement; 


  
 - 8 - 









	5.3	to act in case it is commercially reasonable (at its own costs and in its own name) against infringements, challenges, collisions and other actual or potential impairment of any of the IP Rights that the Pledgor may
become aware of provided that the Pledgee shall be authorised to assert, at its reasonable discretion, before the courts or competent authorities any claims against third parties arising from the Pledged Rights in its own name; 


 

	5.4	to make timely (at its own costs) all declarations and payments and actions (e.g. uses preserving the protection) that are required to maintain each of the IP Rights and to pursue, as long as commercially reasonable,
each pending application until it turns into a registered patent or trade mark respectively (unless expressly stated otherwise in Annex 1 (List of IP Rights)); 

  

	5.5	enter into and perform all its obligations under this Agreement and ensure the legality, validity, enforceability or admissibility of the First-Ranking Pledge and of the IP Rights; 


 

	5.6	to provide the Pledgee upon reasonable request with evidence of the fulfilment of the undertakings under Clauses 5.3, 5.4 and 5.5 and to inform the Pledgee without undue delay upon any occurrence which may endanger the
use or enforcement of any of the IP Rights; 

  

	5.7	to promptly inform the Pledgee if a third party claims or pretends to own any of the Pledged Rights, or if any of the Pledged Rights are attached (Pfändung) or if any other circumstances arise which may
reasonably be expected to materially impair the rights of the Pledgee. In the event of an attachment, the Pledgor will forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order
(Überweisungsbeschluss) and all other documents reasonably necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor immediately about the First-Ranking Pledges; and 


 

	5.8	to make (at its own costs and without undue delay) all further declarations and to do any further acts which are reasonably necessary for the creation, perfection, enforcement or registration of the First-Ranking
Pledges and the assignment for security purposes with respect to all German and European IP Rights, in particular, but not limited to, to apply by registered post with return receipt (Einschreiben mit Rückschein), if applicable, or by
other forms of evidence, the registration of the Pledged Rights in favour of the Pledgee at the respective Patent and Trademark Office (e.g. the German or European Patent and Trademark Office) and/or Copyright Office by sending a notice in
substantially the form set out in Annex 3 (Form of the Application of First-Ranking Pledge of IP Rights), if applicable, or the respective national application form, and do all other necessary actions according to the respective local law and the
respective European laws (e.g. European Patent Convention, Community Trade Mark Regulation) to register the Pledged Rights without undue delay, but in any event not later than 30 business days after the date of this Agreement. Upon reasonable
request by the Pledgee, the Pledgor shall use similar efforts with respect to the IP Rights subject to other jurisdictions. 


  
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	6.	ENFORCEMENT OF FIRST-RANKING PLEDGES 

  

	6.1	Enforcement Event 

 If an Event of Default under the Facility Agreement, subject to the cure
period provided for in Clause 21.14 (Cure Period) of the Facility Agreement, has occurred and is continuing and if, in addition, the Secured Claims become due in whole or in part (Pfandreife), the Pledgee is entitled to enforce the rights
under this Agreement (“Enforcement Event”). 
  

	6.2	Procedure 

  

	 	6.2.1	If an Enforcement Event has occurred and is continuing, the Pledgee may immediately avail itself of all rights and remedies of a pledgee upon default under the laws of the Federal Republic of Germany, in particular as
set forth in §§ 1273 para. 2, 1204 et seq. German Civil Code (Bürgerliches Gesetzbuch) including, without limitation, the right to cause the Pledged Rights to be sold at public auction. 


 

	 	6.2.2	The Pledgor expressly agrees that, in case the Pledgee seeks enforcement notwithstanding § 1277 sentence 1 German Civil Code (to the extent applicable), no prior obtaining of an enforceable court order
(vollstreckbarer Titel) will be required and that ten (10) days prior notice of the place and time of any such public sale is sufficient. The provisions of § 1234 para 2 of the German Civil Code shall not apply to this Agreement.
Prior notice is not required if (i) the Pledgor has generally ceased to effect payments (Zahlungseinstellung) or (ii) the Pledgor has filed for the commencement of insolvency proceedings (Antrag auf Eröffnung eines
Insolvenzverfahrens) or (iii) insolvency proceedings have been commenced (Eröffnung eines Insolvenzverfahrens) against the Pledgor. 

  

	 	6.2.3	Upon the occurrence of an Enforcement Event which is continuing the Pledgee: 

  

	 	(a)	may satisfy, at the expense of the Pledgor, any claims of third parties in relation to the Pledged Rights and documents pertaining to IP Rights of the Pledgor and the Pledgor waives its right to object against such
actions; 


  
 - 10 - 









	 	(b)	may request the German or European Patent and Trademark office or any other register to record the transfer of ownership of the Pledged Rights resulting from the enforcement of the Pledge; and 


 

	 	(c)	for so long as the Enforcement Event is continuing, subject to the Facility Agreement, the Pledgee shall be entitled to appropriate moneys and/or assets to the Secured Claims in such manner or order as it sees fit and
any such appropriation shall override any appropriation by the Pledgor. 

  

	6.3	Selection, Collective Realisation 

 Upon the occurrence of an Enforcement Event which is
continuing, the Pledgee may at its sole discretion 
  

	 	6.3.1	determine the place in the Federal Republic of Germany where a public auction shall be held; 

  

	 	6.3.2	determine which of several security interests (persönliche oder dingliche Sicherheiten), created under this Agreement or other agreements, shall be realised to satisfy the Secured Claims; 


 

	 	6.3.3	realise more Pledged Rights than are necessary to satisfy the Secured Claims, therefore the Pledgor hereby waives the requirement under § 1230 sentence 2 German Civil Code; and 


 

	 	6.3.4	sell several Pledged Rights, whether pledged under this Agreement or other agreements 

  

	 	(a)	separately by separate public auctions; or 

  

	 	(b)	collectively by a single public auction (Gesamtversteigerung). 

  

	6.4	Assistance 

 Upon the occurrence of an Enforcement Event which is continuing, the Pledgor shall,
upon request of the Pledgee, without undue delay provide the Pledgee with all documents pertaining to the IP Rights, access to the Pledgor’s bookkeeping and/or data processing executed by a third party in relation to any Pledged Right and
request delivery of all documents required for the evaluation or realisation of the Pledged Rights directly from the third party (especially from the Pledgor’s accountant or tax advisor) at the Pledgor’s costs. 

  
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	6.5	Application of Proceeds 

 The Pledgee will use any proceeds received with regard to the Pledged
Rights for the settlement of the Secured Claims. Any amount exceeding the Secured Claims will be paid to the Pledgor upon complete and irrevocable satisfaction of all Secured Claims. § 1224 German Civil Code shall not apply. 

 

	6.6	Recourse Claims 

 The Pledgor hereby undertakes vis-à-vis the Pledgee not to seek
satisfaction for any contractual and/or statutory damage, reimbursement and/or recourse claims against the Pledgor it may have in case of realisation and/or satisfaction of any of the Secured Claims or the enforcement of the First-Ranking Pledges
hereunder. The Pledgor expressly waives any rights pursuant to § 1225 of the German Civil Code. 
  

	7.	SUSPENSE ACCOUNT 

 Until the Secured Claims are paid in full, the Pledgee
may place and keep (for such time as it shall determine) any money received pursuant to this Agreement on account of the Pledgor’s liability in respect of the Secured Claims in an interest bearing separate suspense account (to the credit of
either the Pledgor or the Pledgee as the Pledgee shall think fit) may retain the same for the period which he consider expedient without having any obligation to apply all or any part of that money in or towards discharge of the Secured Claims. 

 

	8.	EXPIRATION AND RELEASE 

  

	8.1	Expiration 

 The First-Ranking Pledges will expire by operation of law when all Secured Claims
are fully and finally satisfied and/or discharged. Upon request and at the cost of the Pledgor, the Pledgee will promptly confirm the expiration of the First-Ranking Pledges to the Pledgor as a matter of record. 

 

	8.2	Release 

  

	 	8.2.1	If at any time prior to complete and irrevocable satisfaction of the Secured Claims the value of the aggregate security granted by the Pledgor to secure the Secured Claims (the “Security”) which can be
expected to be realised in the event of an enforcement of the Security (realisierbarer Wert) exceeds 110% of the value of the Secured Claims (the “Limit”) not only temporarily (endgültige Übersicherung), the
Pledgee will upon request of the Pledgor in its discretion release such part of the Security so as to reduce the realisable value of the Security to the Limit. 


  
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	 	8.2.2	The realisable value of the Pledged Rights shall be established on the basis of their market value reduced by 20 per cent. (deduction for valuation and enforcement risks, including incurred costs and interest). The
Pledgor and the Pledgee agree that currently no realisable value of the Pledged Rights shall be established. If one of the Parties subsequently requests that the realisable value of the Pledged Rights shall be established, but the Parties cannot
agree on a market value, each party is entitled to demand, at the Pledgor’s expense, assessment of the market value by acknowledged chartered accountants. 

  

	 	8.2.3	Each of the Pledgor and the Pledgee may request to agree on a different value or valuation procedures in respect of the total value of Security granted by the Pledgor and the expected value to be realised in the event
of an enforcement of the Security provided that the agreed values or valuation procedures have proven to have materially increased or materially decreased as a result of any change of circumstance. 


 

	9.	NOTICE FORMS 

  

	9.1	The Pledgor shall deliver to the Pledgee, within 10 (ten) business days upon the execution of this Agreement 3 (three), and at any time upon the request of the Pledgee, notification forms executed in blank of each of
the forms of Annex 3 (Blank Notification Form) hereto for the purpose of notification of the First-Ranking Pledge and the assignment for security purposes to the debtor(s) infringing or threatening to infringe any of the IP Rights pledged or
assigned pursuant to Clause 1.1 (First-Ranking Pledge) and Clause 1.2 (Assignment). 

  

	9.2	The Pledgor hereby authorises the Pledgee to copy such notification forms executed in blank and to complete such notification forms or copies thereof and to use such form to notify any debtor(s) infringing or
threatening to infringe any of the IP Rights pledged pursuant to Clause 1.1 (First-Ranking Pledge) of the First-Ranking Pledge. 


  
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	10.	ATTORNEY 

 The Pledgor, by way of security and under the condition that an
Enforcement Event has occurred and is continuing, irrevocably and severally appoints the Pledgee, and any person nominated for the purpose by the Pledgee (in writing and signed by an officer of the Pledgee) as its attorney (with full power of
substitution and delegation) and as its act and deed to execute, seal and deliver (using the company seal where appropriate) and otherwise perfect and do any deed, assurance, agreement, instrument, act or thing which it ought to execute and do under
the terms of this Agreement, or which may be required or deemed proper in the exercise of any rights or powers conferred on the Pledgee under this Agreement otherwise for any of the purposes of this Agreement, and the Pledgor covenants with the
Pledgee to ratify and confirm all such acts or things made, done or executed by that attorney. 
  

	11.	INDEMNITIES 

  

	11.1	Disclaimer 

 The Pledgee or any of its agents will not be liable for any loss or damage which is
suffered by the Pledgor, save in respect of such loss or damage which is suffered as a result of gross negligence or wilful misconduct (grobe Fahrlässigkeit oder Vorsatz) or the breach of an obligation by the Pledgee or any of its
agents, the performance of which is essential to the proper performance of this Agreement and compliance with which the parties could be expected to rely upon (Kardinalpflichten). 

 

	11.2	Indemnities 

  

	 	11.2.1	The Pledgor will indemnify the Pledgee and any of its agents against any losses, claims, out of pocket expenses and liabilities which may be made against or reasonably incurred by the Pledgee or any of its agents for
anything done or omitted in the exercise or purported exercise of the powers under this Agreement or occasioned by any breach by the Pledgor of any of its obligations or undertakings under this Agreement. 


 

	 	11.2.2	There will be no indemnification under Clause 11.2.1 (Indemnities) above, to the extent that such losses, claims, expenses and liabilities are incurred by or made against the Pledgee or any of its agents as a result of
gross negligence or wilful misconduct (grobe Fahrlässigkeit oder Vorsatz) or the breach of an obligation of the Pledgee or any of its agents the performance of which is essential to the proper performance of this Agreement and the
compliance with which the parties could be expected to rely upon (Kardinalpflichten). 


  
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	12.	ASSIGNMENT AND EXTENSION OF FIRST-RANKING PLEDGES 


 

	12.1	Continuing Security 

 This Agreement shall create a continuing security and no change or
amendment whatsoever to the Facility Agreement or any document or agreement relating thereto or in the event of a temporary expiration of the Secured Claimes shall affect the validity of the First-Ranking Pledges and the assignment for security
purposes or the obligations which are imposed on the Pledgor pursuant to it. The First-Ranking Pledges and the assignment for security purposes shall cover any future extension of the Secured Claims (including by way of increase of existing tranches
or by including new tranches) to which the Pledgor hereby explicitly consents and expressly agrees that the provisions of § 1210 para 1 sentence 2 of the German Civil Code shall not apply to this Agreement. 

 

	12.2	Assignment 

  

	 	12.2.1	Any assignment of any of the Secured Claims in whole or in part will, by operation of law, lead to a corresponding transfer of the First-Ranking Pledges created hereby or a corresponding portion thereof in whole or in
part which shall rank equally with the initial First-Ranking Pledges created hereunder. 

  

	 	12.2.2	Waiving § 418 of the German Civil Code, the parties hereto agree that the security created hereunder shall not be affected by any transfer or assumption of obligations of any Obligor arising under or in connection
with the Facility Agreement to, or by, any third party. 

  

	12.3	Substitution of the Pledgee 

 The Pledgor undertakes to enter into any agreement reasonably
required by the Pledgee and otherwise to do whatever is reasonably required by the Pledgee if the Pledgee transfers its rights and obligations under the Facility Agreement wholly or partially to a third party. In particular, the Pledgee may require
the Pledgor to create new first-ranking pledges over the Pledged Rights in favour of the third party or another person designated by the Pledgee. To the extent that the Pledgee transfers its rights and obligations under the Facility Agreement to a
third party, the Pledgee may also transfer its rights and obligations under this Agreement to which the Pledgor hereby explicitly consents. 
  

	13.	WAIVERS 

  

	13.1	Waiver of Avoidability Defence 


  
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 The Pledgor expressly waives its defence pursuant to §§ 1211, 770 para. 1 German Civil
Code that any of the Secured Claims may be avoided (Anfechtung). 
  

	13.2	Waiver of Set-off Defence 

 The Pledgor expressly waives its defence pursuant to §§
1211, 770 para. 2 German Civil Code that the Pledgee may discharge any of the Secured Claims by the way of set-off (Aufrechnung). 
  

	13.3	Waiver of Defences of Principal Debtor 

 The Pledgor hereby expressly waives its defences
pursuant to § 1211 para 1 sentence 1 alternative 1 German Civil Code that the principal debtor of any of the Secured Claims has a defence against any of the Secured Claims (Einreden des Hauptschuldners). 

 

	13.4	Immediate Recourse 

 The Pledgor waives any right it may have of first requiring the Lender to
proceed against or enforce any other rights or security or claim payment from any other person before enforcing the Security constituted hereby. 
  

	14.	CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS 


 

	14.1	Cumulative Powers 

 The powers which this Agreement confers on the Pledgee are cumulative,
without prejudice to their respective powers under the general law, and may be exercised as often as the Pledgee thinks appropriate. The respective powers of the Pledgee will in no circumstances be suspended, waived or otherwise prejudiced by
anything other than an express consent or amendment. 
  

	14.2	Amounts Avoided 

 If any amount paid by the Pledgor in respect of the Secured Claims is capable
of being avoided or set aside on the liquidation or administration of the Pledgor or otherwise, then for the purposes of this Agreement that amount shall not be considered to have been paid. No interest shall accrue on any such amount, unless and
until such amount is so avoided or set aside. 

  
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	15.	NOTICES AND THEIR LANGUAGE 

  

	15.1	Communications in writing 

 Any communication to be made under or in connection with this
Agreement shall be made in writing and, unless otherwise stated, may be made by fax or overnight courier to the following addresses: 
  

	 	15.1.1	If to the Pledgor 

 AFFIMED THERAPEUTICS AG 

Technologiepark, Im Neuenheimer Feld 582 

69120 Heidelberg, Germany 

Attn: Dr. Florian Fischer 

Fax: +49 6221 65307 77 
 Email:
f.fischer@affimed.com 
 with a copy to 

CMS Hasche Sigle 
 Partnerschaft
von Rechtsanwälten und Steuerberatern mbB 
 Nymphenburger Straße 12 

80335 Munich, Germany 
 Attn:
Stefan-Ulrich Müller 
 Fax: +49 89 23807 40667 

Email: Stefan-Ulrich.Mueller@cms-hs.com 
  

	 	15.1.2	If to the Pledgee 

 Perceptive Advisors LLC 

499 Park Avenue, 25th Floor 

New York, New York 10022 

United States of America 
 Attn:
Sandeep Dixit 
 Email: Sandeep@perceptivelife.com 

  
 - 17 - 








 with a copy to: 

Morrison & Foerster LLP 

Potsdamer Platz 1 
 10785
Berlin, Germany 
 Attn: Jörg Meißner 

Fax: +49 30 726 221 130 
 Email:
jmeissner@mofo.com 
  

	15.2	Delivery 

 Any communication or document made or delivered by one person to another under or in
connection with this Agreement will only be effective when received (zugegangen), in particular: 
  

	 	15.2.1	if by way of fax, when received in legible form; or 

  

	 	15.2.2	if by way of overnight courier, when it has been left at the relevant address. 

  

	15.3	Notification of address and fax number 

 Promptly upon changing its address or fax number, each
party shall notify the other Parties. 
  

	15.4	English language 

  

	 	15.4.1	Any notice given under or in connection with this Agreement must be in English. 

  

	 	15.4.2	All other documents provided under or in connection with this Agreement must be: 

  

	 	(a)	in English (save for the application of the First-Ranking Pledge in a form as in Annex 2 to be given to the German Patent and Trade Mark office according to Section 29 DPMAV (German ordinance about German Patents
and Trademarks); or 

  

	 	(b)	if not in English, and if so required by the Pledgee, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document. 


  
 - 18 - 









	16.	MISCELLANEOUS 

  

	16.1	Interpretation 

 The meaning of the German expressions used in this Agreement prevails over the
meaning of the English expressions to which they relate. 
  

	16.2	Remedies Cumulative 

 No failure or delay on the part of the Pledgee to exercise any power,
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or any partial exercise of any power, right or remedy preclude its further exercise or the exercise of any other power, right or remedy. 

 

	16.3	Reimbursement and Costs 

 The Pledgor undertakes to reimburse the Pledgee promptly on demand for
all reasonableout of pocket costs and expenses including those costs and expenses arising in connection with the taking, holding, protection or enforcement of the First-Ranking Pledges and the assignment for security purposes and the exercise of any
other rights of the First-Ranking Pledges reasonably incurred by the Pledgee in connection with this Agreement. The aforementioned restriction regarding the reasonability shall not apply with respect to any and all costs and expenses incurred in
connection with the enforcement of the First-Ranking Pledges. The Pledgor also bears the costs (including legal fees) of and in connection with this Agreement. All amounts due under this Clause 16.3 shall be subject to Clause 15.4 (Expense Deposit)
of the Facility Agreement. 
  

	16.4	Partial Invalidity 

 If any of the provisions of this Agreement should be or become invalid,
unenforceable or impractical (wirtschaftlich unmöglich) in whole or in part for whatever reason, including a violation of any laws applicable to it, the validity of the other provisions hereof and the Facility Agreement is not affected.
In that case the invalid, unenforceable or impractical provision is deemed to be replaced by such valid, enforceable or practicable provision or arrangement that corresponds as closely as possible to the invalid, unenforceable or impractical
provision and to the parties’ economic aims pursued by and reflected in this Agreement. The same applies in the event that this Agreement does not contain a provision necessary to achieve the economic purpose as expressed herein
(Regelungslücke). 

  
 - 19 - 









	16.5	Changes 

 Changes, amendments and waivers of any provision of this Agreement including this
Clause 16.5 (Changes) are only valid if made in writing, unless notarisation or another form is required by law. As written form an exchange of signed signature pages, transmitted by way of fax, computer fax or attached as an electronic
photocopy to electronic mail shall be sufficient. However, in the case of faxes, computer faxes or electronic photocopies attached to electronic mail, any party may require that any declaration made by fax, computer fax or electronic photocopy
attached to electronic mail shall be confirmed by a letter or, in the event of the conclusion or the amendment of an agreement, that all parties sign an original copy of such agreement. 

 

	16.6	Governing Law 

 This Agreement is governed by the laws of the Federal Republic of Germany,
without regard to principles of conflicts of law. 
  

	16.7	Jurisdiction 

 The courts of Frankfurt am Main, Germany have exclusive jurisdiction to settle
any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement; but excluding any dispute in relation to the existence, validity or enforceability of the
Secured Claims). 

  
 - 20 - 








 This Agreement has been entered into at the date stated at the beginning of this Agreement. 

 

	
	  

	Affimed Therapeutics AG
	
	  

	PCOF 1, LLC
	
	  

	PCOF 1, LLC


  
 - 21 - 








 Annex 1 

List of IP Rights 
  

	1.	Multimeric single chain tandem Fv-Antibodies “Flexibodies” 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Publication/Patent No.

	 Europe nationalized in AT, BE, CH, DE, ES, FR, GB, IT, NL
	 	Granted	 	01 122 104.1	 	EP 1 293 514
	 USA
	 	Pending	 	10/489,626	 	US2005-0079170
	 Japan
	 	Granted	 	2003/528863	 	JP4,373,782

  

	2.	Bispecific anti-CD19xCD16 antibodies... 

  

							
	 Country
	 	 Status
	 	 Application Number
	 	 Patent No.

	 Europe nationalized in AT, BE, CH, DE, ES, FR, GB, IE, IT, NL
	 	Granted	 	01 127 061.8	 	EP 1 314 741
	 Japan
	 	Granted	 	2005-517392	 	JP 4,373,788

  

	3.	Human CD3-specific antibody with immuno-suppressive activity 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Publication No.

	 Europe
	 	Pending	 	02020236.2	 	EP1400534
	 Canada
	 	Pending	 	2,498,523	 	CA2498523
	 Japan
	 	Pending	 	2004-535480	 	JP2006-516184
	 USA
	 	Pending	 	10/527,346	 	US2006-233787


  
 - 22 - 









	4.	Anti- GPIIb/IIIa antibodies (co-owned) (will not be maintained) 

  

							
	 Country
	 	 Status
	 	 Appl./Patent No.
	 	 
	 USA (Co-Owner)
	 	Granted	 	10/491,766	 	US 7,812,136
	 USA-Cont. (Co-Owner)
	 	Granted	 	12/877,003	 	US 8,455,627
	 Japan
	 	Granted	 	2003-524458	 	JP 4 504 017

  

	5.	Anti-LRP (laminin receptor) antibody (co-owned) (will not be maintained) 

  

	5.1	Use of an antibody against the laminin receptor for tumor diagnostic and therapy 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Publication/Patent No.

	 USA
	 	Granted	 	11/910 478	 	US 7,901,677
	 Australia
	 	Granted	 	2006232836	 	2006232836

  

	5.2	scFv acting against 37 kDA/67 kDA laminin receptor for prion disease and tumor therapy 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Patent No.

	Europe (Co-ownership)	 	Granted	 	04765893.5	 	EP1670826
	US	 	Granted	 	10/574,961	 	US 7,507,797
	Japan	 	Granted	 	2006-530124	 	JP 4,625,461

  

	6.	Trispecific Flexibodies 

  

					
	 Country
	 	 Status
	 	 Appl./Patent No.

	Europe	 	Pending	 	14 164523

  

	7.	A Bispecifc Tandem Diabody specifically binding EGFRvIII and CD3 

  

					
	 Country
	 	 Status
	 	 Application No.

	Europe	 	 Priority
 Rights
	 	 13189599.7;
 13179630.2



  
 - 23 - 









	8.	Affimed domain names 

 www.affimed.com; www.affimed.de 

  
 - 24 - 








 Annex 2 

List of Excluded IP Rights 
 Trademark
“TANDAB” for AFM11 and AFM13 
  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Registration No.

	Germany	 	Registered	 	30623328,2	 	30623328
	Europe (CTM)	 	Registered	 	005040738	 	005040738
	USA	 	Registered	 	IR 920 199	 	IR 920 199

 Patents for AFM11 
  

	 	1.	“Multivalent antibody constructs” (TandAb) [inlicensed] 

 Application discloses
bivalent and tetravalent Fv antibody constructs (TandAb); constructs can be monospecific, bi- or multispecific. Each molecule comprises four variable domains linked by linker 1, 2, and 3 which can differ in length; general diagnostic and therapeutic
use, in particular for viral, bacterial or tumoral disease is mentioned 
 Patent term: May 5, 2019 

Granted in: Europe, USA, Japan, Australia, Canada 
  

	 	2.	“TandAb – New domain order” (TandAb) 

 Application covers TandAbs having a
different domain order. In contrast to first TandAb application various specificities and medical uses are disclosed; exemplified are CD3xCD19 and HSAxCD3 TandAbs 

Filing date: February 25, 2010 

Status: pending 
 Patents for AFM13 

 

	 	1.	“Multivalent antibody constructs” (TandAb) [inlicensed] 

 Application discloses
bivalent and tetravalent Fv antibody constructs (TandAb); constructs can be monospecific, bi- or multispecific. Each molecule comprises four variable domains linked by linker 1, 2, and 3 which can differ in length; general diagnostic and therapeutic
use, in particular for viral, bacterial or tumoral disease is mentioned 

  
 - 25 - 








 Patent term: May 5, 2019 

Granted in: Europe, USA, Japan, Australia, Canada 
  

	 	2.	“Anti-CD16A binding molecules” 

 The invention relates to anti-CD16A binding molecules
which are not binding to CD16B; various bispecific antibodies or different antibody formats and their medical uses are disclosed 
 Filing
date: May 26, 2006 (term possible to 2026) 
 Status: pending in Europe, USA, Australia, Canada, China, Russia, India, Brazil 

 

	 	3.	“CD16xCD30” [inlicensed] 

 Patent relates to bispecific CD16xCD30 Fv antibodies useful
for the lysis of CD30 expressing cells (such as HL); exemplified are diabodies; not limited to particular format 
 Patent term:
August 2, 2020 
 Granted in: Europe 
  

	1.	“Multivalent antibody constructs” (TandAb) 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Publication/Patent No.

	Germany	 	Pending	 	198 19 846.9	 	DE19819846
	 Europe nationalized in AT, BE, CH, DK, FR, DE, GB, IT, ES, NL, SE
	 	Granted	 	99 932 626.7	 	EP 1 078 004
	USA	 	Granted	 	09/674 794	 	7,129,330
	USA-DIV I	 	Granted	 	11/546,262	 	7,507,796
	USA-DIV II	 	Granted	 	12/367,219	 	8,148,496
	Japan	 	Granted	 	2000-547118	 	JP4431277
	Australia	 	Granted	 	2003203868	 	AU2003203868
	Canada	 	Granted	 	2 331 641	 	CA2 331 641


  
 - 26 - 









	2.	“TandAb – New domain order” (TandAb) 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Publication/Patent No.

	 Europe I
	 	Pending	 	10 154751	 	EP2361936
	 Europe II
	 	Pending	 	11 156 113	 	EP2371866
	 USA (provisional)
	 	Abandoned	 	61/308,205	 	
	 USA (regular)
	 	Pending	 	13/034,920	 	US2011-0206672
	 USA – DIV
	 	Pending	 	13/727,059	 	US2013-0189263
	 PCT-Internat.
	 	Completed	 	PCT/EP2011/062673	 	WO2013/013700
	 Australia
	 	Pending	 	2011373925	 	
	 Brazil
	 	Pending	 	11 2014 0015732	 	
	 Canada
	 	Pending	 	2,842,649	 	
	 China
	 	Pending	 	201180072477.5	 	
	 Japan
	 	Pending	 	2014-520541	 	
	 Mexico
	 	Pending	 	MX/a/2014/000816	 	
	 Russia
	 	Pending	 	2013157040	 	

  

	3.	“Anti-CD16A binding molecules” 

  

							
	 Country
	 	 Status
	 	 Application No.
	 	 Publication/Patent No.

	 Great Britain
	 	Pending	 	0510790.9	 	
	 PCT-Appl Nationalized in US, JP, AU, CA, CN, RU, IN, BR, EP
	 	Completed	 	PCT/EP2006/005057	 	WO2006125668
	 USA
	 	Pending	 	11/921,123	 	US2009-0214574
	 Japan
	 	Granted	 	2008-512781	 	JP 5430928
	 Australia
	 	Granted	 	2006251283	 	AU2006251283
	 Canada
	 	Pending	 	2609593	 	CA2609593


  
 - 27 - 









							
	 China
	 	Pending	 	200680018364	 	CN101583625
	 Russia
	 	Granted	 	2007144680	 	RU2491294
	 India
	 	Granted	 	1966/MUMNP/2007	 	
	 Brazil
	 	Pending	 	PI0611194-7	 	BRPI0611194-7
	 Europe
	 	Granted	 	6753913.0	 	EP1888645
	 Europe-Div
	 	Pending	 	11190768.9	 	EP2450380

  

	4.	“CD16xCD30” 

  

							
	 Country
	 	 Status
	 	 Application Number
	 	 Publication/Patent No.

	 Germany
	 	Abandoned	 	199 37 264.0	 	DE19937264
	 Europe nationalized in AT, BE, CH, DE, FR, ES, GB, IE, IT NL
	 	Granted	 	00 958 214.9	 	EP1206555
	 USA
	 	Abandoned	 	10/049,404	 	

 Bispecific CD33 and CD3 Binding Proteins (in collaboration with industry partner) 

 

					
	 Country
	 	 Status
	 	 Application No.

	 USA
	 	Provisional	 	62/019,795


  
 - 28 - 








 Annex 3 

Form of the Application of First-Ranking Pledge of IP-Rights 

PART A 
 Form for the
Application of First-Ranking Pledge of IP Rights – Patents 

  
 - 29 - 








 



 
  
 An das 
Deutsche Patent- und Markenamt 
80297 München 
Antrag auf Eintragung 
einer Verpfändung (§ 29 DPMAV) 
eines sonstigen dinglichen Rechts (§ 29 DPMAV) 
einer Maßnahme der
Zwangsvollstreckung (§ 30 Abs. 1 DPMAV)1 
eines Insolvenzverfahrens (§ 30 Abs. 2 DPMAV) 
Telefax vorab am: 
Angaben zum Patent bzw. zur Patentanmeldung 
Aktenzeichen: bei mehreren betroffenen Akten bitte gesonderte Liste beifügen. 
Name, Sitz
und Zustellanschrift des Patentanmelders/-inhabers 
Anmelder-Nr. 
Name, Sitz
und Zustellanschrift des Vertreters des Patentanmelders/-inhabers 
Vertreter-Nr

Name, Sitz und Zustellanschrift des Insolvenzverwalters 
P 3200 
5.11 
1 Die Pfändung eines Schutzrechts stellt eine Maßnahme der Zwangsvollstreckung
nach § 30 Abs. 1 DPMAV dar. 

  
 - 30 - 








 



 
  
 Angaben zum Antragsteller 
Name, Sitz und Zustellanschrift des 
dinglich Berechtigten I Gläubigers 
Betreibers der Zwangsvollstreckung 
Telefon-Nr. 
Telefax-Nr. 
Name, Sitz und Zustellanschrift des Vertreters/ des Antragstellers 
Telefon-Nr. 
Telefax-Nr. 
Anlagen 
Vollmacht 
Zustimmungserklärung des Patentanmelders/Patentinhabers (bitte Formblatt P 3201 benutzen)

Nachweise: z.B. Pfändungsbeschluss, Vertrag 
Bestallungsurkunde

Eröffnungsbeschluss im Insolvenzverfahren 
GemeinsamerAntrag des
Patentanmelders/-inhabers und des Erwerbers des dinglichen Rechts Zustimmungserklärung p 3201 entfällt in diesem Fall 
Datum Unterschrift(en) 
des Anmelders / Inhabers / Insolvenzverwalters 
ggf. Firmenstempel 
Datum Unterschrift(en) 
des Antragstellers 
ggf. Firmenstempel 

  
 - 31 - 








 PART B 

Form for the application of First-Ranking Pledge of IP Rights — Trademarks 

  
 - 32 - 








 



 
  
 An das 
Deutsche Patent- und Markenamt 
Markenabteilung 
80297 MUnchen 
(1) Antrag auf Eintragung*) 
einer Verpfändung 
eines son stigen dinglichen Rechts (derzeit nur Nießbrauch
möglich) 
einer Maßnahme der Zwangsvollstreckung 
eines
lnsolvenzverfahrens 
(2) Angaben zur Marke 
Aktenzeichen/Registernummer:

Wiedergabe der Marke: 
siehe anlage 
(3)Anmelder/Inhaber der Marke 
Geschäftszeichen (max. 20 Stellen) 
Name/ 
Firma 
straße, 
PLZ und 
Ort Staat 
Anmelder-Nr. 
Telefon-Nr. 
Telefax-Nr. 
(4) Vertreter 
Geschältszeichen (max. 20 Stellen) 
Name 
Sozietät 
Straße 
PLZ und Ort 
Vertreter-Nr. 
Telefon-Nr. 
Telefax-Nr. 
Nr. der Allgemeinen VolImacht 
(5) Insolvenzverwalter 
Name 
Straße 
PLZ und Ort 
Telefon-Nr. 
Telefax-Nr. 
(6) Telefax vorab am: 
W 7022 
4.10 
*) Bitte ausfüllen in Maschinenschrift oder handschriftlich in Blockschrift


  
 - 33 - 








 



 
  
 (7) Gemeinsamer Antrag des Inhabers der Marke und des Erwerbers
des dinglichen Rechts 
Zustimmungserklärung des Inhabers der Marke zur Eintragung des dinglichen Rechts (siehe Formblatt W 7024) 
Übertragungsvertrag oder vergleichbare Unterlagen 
(8) Dinglich Berechtigter 
Betreiber der Zwangsvollstreckung/des Insolvenzverfahrens 
Geschäftszeichen (max. 20
Stellen) 
Name/Firma Strabe PLZ und Ort Staat/Bezirk Provinz Bundesstaal 
Telefon-Nr. Telefax-Nr. 
(9) Vertreter 
Geschäftszeichen (max. 20 Stellen) 
Name Sozietät
strabe PLZ und Ort 
Vertreter-Nr.

Telefon-Nr. 
Telefax-Nr. 
Nr. derAllgemeinen Vollmacht 
(10) Sendunqen des Amts sind weiterhin zu richten an den

bisherigen Inhaber der Marke 
Vertreter 
folgenden Zustellungsbevollmächtigten 
Geschäftszeichen (max. 20 Stellen) 
Name/Firma strabe PLZ und Ort

Zustelladress—Nr. 
Telefon-Nr 
Telefax-Nr 
(11) Anlagen 
Wiedergsbe der Marke 
Vollmacht 
Zustimmungserklärung des lnhabers der Marke zur Eintragung des dinglichen Rechts

Übertragungsvertrag oder vergleichbare Unterlagen (z.B. Pfändungsbeschluss) 
(12) Datum Unterschrift(en) 
des Anmelders/lnhabers der Marke 
ggf. Firmenstempel 
Datum Unterschrift(en) 
des dinglich Berechtigten 
ggf. Firmenstempel 

  
 - 34 - 








 PART C 

Form for the approval of First-Ranking Pledge of IP Rights – Trademarks 

  
 - 35 - 








 An das 
Deutsche Patent-und Markenamt

Markenabteilung 
80297 München 
Zustimmungserklärung zur Eintragung eines 
dinglichen Rechts an der Marke*) 
Der unterzeichnende Anmelder/Inhaber der Marke stimmt hiermit 
der Eintragung eines dinglichen
Rechts an der Marke zugunsten des in Ziffer (5) genannten 
dinglich Berechtigten in dem unter Ziffer (8) beschriebenen Umfang zu. 
(1) Angaben zur Marke 
Aktenzeichen/Registernummer: 
Wiedergabe der Marke 
 ̈ siehe Anlage

(2) Anmelder/Inhaber der Marke 
Geschäftszeichen (max. 20 Stellen)
             
Name/Firma Straße PLZ und Ort Staat/Bezirk Provinz Bundesstaat 
Anmelder-Nr. 
Telefon-Nr. 
Telefax-Nr.



 
(3) Vertreter 
Geschäftszeichen (max.
20 Stellen)              
Name Sozietät Straße PLZ und Ort 
Vertreter-Nr. 
Telefon-Nr. 
Telefax-Nr. 
Nr. der allgemeinen Vollmacht 
(4)  ̈ Telefax vorab am: 
W 7024 
11.09 
*) Bitte ausfüllen in Maschinenschrift oder handschriftlich in Blockschrift


  
 - 36 - 








 



 
  
 (5) Dinglich Berechtigter 
Geschäftszeichen (max. 20 Stellen) 
Name/Firma Straße PLZ und Ort Staat/Bezirk
Provinz Bundesstaat 
Anmelder-Nr. 
Telefon-Nr. 
Telefax-Nr. 
(6) Vertreter des dinglich Berechtigten 
Geschäftszeichen (max. 20 Stellen) 
Name Sozietät Straße PLZ und Ort

Vertreter-Nr 
Talefon-Nr. 
Telefax-Nr. 
Nr. der allgemeinen Vollmacht 
(7) Das Recht an der Marke 
 ̈ wird
verpfändet 
 ̈ ist Gegenstand eines sonstigen dinglichen Rechts, nämlich 
 ̈ ist Gegenstand von Maßnahmen der Zwangsvollstreckung 
(8) Das dingliche Recht nach Ziffer (7) erfasst

 ̈ alle Waren/Dienstleistungen

 ̈ folgende waren/Dienstleistungen 
Klasse: 
Bezeichnung: 
 ̈ siehe Anlage 
(9) Anlagen 
 ̈ Wiedergabe der Marke 
 ̈ Verzeichnis der Waren/Dienstleistungen 
(10)
Datum Unterschrift(en) 
ggf. Firmenstempel 

  
 - 37 - 








 Annex 3 

Blank Notification Form 

  
 - 38 - 








 



 
  
 (4) Absender des Antrags ist der 
eingetragene lnhaber/Anmelder der Marke(n) bzw. der Vertreter 
Rechtsnachfdger der Marke(n)
bzw.Vertreter 
(5) Zustellungen sind nicht an den eingetragenen Inhaber/Anmelder bzw. dessen Vertreter zu richten, sondern an: 
Name, Vorname / Bezeichnung 
Straße, Hausnummer 
Postleitzahl Ort 
Land (falls nicht Deutschland) 
Telefon-Nr.: 
Telefax-Nr.: 
Geschäftszeichen: 
Zustellungen sind nicht an den Rechtsnachfolger bzw. seinen Vertreter
zu richten, sondern an: 
Name, Vorname / Bezeichnung 
Straße, Hausnummer

Postleitzahl Ort 
Land (falls nicht Deutschland) 
Telefon-Nr.: 
Telefax-Nr.: 
Geschäftszeichen: 
bitte nicht aus-füllen 
Anmeldercode-Nr. 
Vertretercode-Nr. 
Zustelladresscode-Nr. 
(6) Anlagen 
Liste der Registernummern / Aktenzeichen der umzuschreibenden Marken (sofern nicht in Feld (1) aufgeführt) 
Vollmachtsurkunde(n) 
Bestallungsurkunde (bei Übertragung durch einen In solvenzverwalter)

(7) Bei den folgenden Unterschriften sind die Namen in Druckbuchstaben oder Maschinenschrift hinzuzufügen. BeiFirmen Bezeichnung laut Handelsregister mit
Angabe der Stellung/Funktion des/der Unterzeichner/s. 
Datum 
Unterschrift(en)
ggf. Firmenstempel 
(eingetragener Inhaber/Anmeider der Marke 
oder sein
Vertreter) 
Datum 
Unterschrift(en) ggf. Firmenstempel 
(Rechtsnachfolger oder sein Vertreter) 
Hinweise zum Antrag 
zu FeId (1) 
Der Antrag kann für mehrere Marken/Markenanmeldungen nur dann gemeinsam
gestellt werden, wenn sowohl der eingetragene Inhaber/Anmelder bei allen Marken/Markenanmeldungen dieselbe Person ist als auch der Rechtsnachfolger bei allen Marken/Markenanmeldungen dieselbe Person ist. 
zu Feld (7) 
Wird der Antrag sowohl vom aingetragenen Inhaber oder seinem Vertreter als auch
vom Rechtsnachfolger oder seinem Vertreter unterschrieben, so reicht dies grundsätzlich für den Naschweis des Rechtsübergangs aus. 

  
 - 39 - 








 



 
  
 An das 
Deutsche Patent- und Markenamt 
Markenabteilung 
80297 München 
Zustimmungserklärung zur Eintragung eines 
dinglichen Rechts an der Marke*) 
Der unterzeichnende Anmelder/Inhaber der Marke stimmt hiermit

dei Eintragung eines dinglichen Rechts an der Marke zugunsten des in Ziffer (5) genannten 
dinglich Berechtigten in dem unter Ziffer (8) beschriebenen Umfang zu. 
(1) Angaben zur
Marke 
Aktenzeichen/Registemummer: 
Wiedergabe der Marke 
siehe Anlage 
(2) Anmelder/lnhaber der Marke 
Geschäftszeichen (max. 20 Stellen) 
Name/Firma 
Straße 
PLZ and ort 
Staat/Bezirk 
Provinz 
Bundesstaat 
Anmelder-Nr. Telefon-Nr. Telefax-Nr. 
(3) Vertreter 
Geschäftszeichen (max. 20 Stellen) 
Name 
Sozietat 
Straße 
PLZ and Ort 
Vertreter-Nr. Telefon-Nr. Telefax-Nr. 
Nr. der allgemeinen Vollmacht 
(4) Telefax vorab am: 
*) Bitte ausfüllen in Maschinenschrift oder handschriftlich in
Blockschrift 
W 7024 
11.09 

  
 - 40 - 








 



 
  
 (5) Dinglich Berechtigter 
Geschäftszeichen (max. 20 Stellen) 
Name/Firma 
Straße 
PLZ und ort 
Staat/Bezirk 
Provinz 
Bundesstaat 
Anmelder-Nr. Telefon-Nr. Telefax-Nr. 
(6) Vertreter des dinglich Berechtigten 
Geschäftszeichen (max. 20 Stellen)

Name 
Sozietat 
Straße 
PLZ und Ort 
Vertreter-Nr. Telefon-Nr. Telfax-Nr. 
Nr. der allgemeinen Vollmacht 
(7) Das Recht an der Marke 
wird verpfändet 
ist Gegenstand eines sonstigen dinglichen Rechts, nämlich 
ist Gegenstand von
Maßnahmen der Zwangsvollstreckung 
(8) Das dingliche Recht nach Ziffer (7) erfasst 
alle Waren/Dienstleistungen 
folgende Waren/Dienstleistungen 
Klasse: Bezeichnung: 
siehe Anlage 
Anlagen 
Wiedergabe der Marke 
Verzeichnis der Waren/Dienstleistungen 
(10) Datum Unterschrift(en) 
ggf. Firmenstempel 

  
 - 41 - 








 



 
  
 Absender 
Sender 
Expéditeur 
Ort, Datum 
Place. date 
Lieu, date 
An das 
Deutsche Patent- und Markenamt 
80297 München 
Betr.: Antrag auf Umschreibung von Patenten / Patentanmeldungen 
Ref.: Request to record the
details of transfer of ownership of patents / patent applications 
Concerne: Requête en enregistrement de transfert de brevets / demandes de brevets

Es wird beantragt, folgende(s) Patent(e) / Patentanmeldung(en) 
It is hereby
requested to record the transfer of ownership of the following patent(s) / patent application(s) 
Par la présente. les soussignés requiérent
l’enregistrement du transfert du (des) brevet(s) suivant(s) / de la (des) demande(s) de brevet suivante(s) 
(Aktenzeichen) (file number’s) (numéro
du dossier) 
im Register des Deutschen Patent- und Markenamts umzuschreiben von

in the register of the German Patent and Trade Mark Office, from the 
au
registre de l’Office allemand des brevets et des marques de 
(eingetragener Anmelder / Inhaber) (registered applicant / owner) (déposant / titulaire
enregistré) 
auf 
to the 
á l’acquéreur suivant 
(Erwerber) (assignee) (nom de
l’acquéreur) 
Unterschrift des eingetragenen Anmelders / Inhabers oder Vertreters 
Signature of the registered applicant / owner or representative 
Signature du déposant /
titulaire enregistré ou du mandataire 
Unterschrift des Erwerbers oder Vertreters 
Signature of the assignee or representative 
Signature de l’acquéreur ou du
mandataire 
Bei den Unterschriften sind die Namen in Druckbuchstaben zu wiederholen. 
Bei Firmen Bezeichnung laut Handelsregister mit zusätzlicher Funktionsbezeichnung des/ der Unterzeichner/s. 
Please indicate the name also in block capitals. 
In case of companies, name of the company as
registered in the commercial register and indication of the position/s of the undersigned. 
Les noms des signataires doivent égalernent étre
indiqués en caractéres d’imprimerie. 
S’il s’agit d’un établissement. il convient d’apporter le nom commercial selon
le registre du commerce avec mention additionnelle de la position du (des) soussigné(s) 
Hinweis: 
Bei mehreren (künftigen) Anmeldem / Inhabern muss zusätzlich zum Umschreibungsantrag ein gemeinsamer Zustellungs-bevollmächtigter von allen künftigen Anmeldem /
Inhabern benannt werden. 
Nur auszufüllen von Parent- und Rechtsanwälten – sofern zutreffend – : 
 ̈ Wir vertreten die / den 
 ̈ bisherige/n Patentanmelder/in / Patentinhaber/in 
 ̈ künftige/n
Patentanmelder/in / Patentinhaber/in 
Name und Unterschrift des Patent- oder Rechtsanwalts 
P 3190 
8.02 

  
 - 42 - 








 



 
  
 An das 
Deutsche Patent- und Markenamt 
80297 München 
Zustimmungserklärung zur Eintragung 
 ̈
eines Rechtsübergangs (§ 28 DPMAV) 
 ̈ einer Verpfändung (§ 29 DPMAV) 
 ̈ eines sonstigen dinglichen Rechts (§ 29 DPMAV) 
 ̈ Telefax vorab am: 
Angaben zum Patent bzw.
zur Patentanmeldung 
Aktenzeichen, bei mehreren betroffenen Akten bitte gesonderte Liste beifügen: 
Name, Sitz und Zustellanschrift des Patentanmelders/-inhabers 
Anmelder-Nr. 
Name, Sitz und Zustellanschrift des Vertreters des Patentanmelders/-inhabers 
Vertreter-Nr.

Angaben zum Berechtigten 
Name, Sitz und Zustellanschrift des
Rechtsnachfolgers / des dinglich Berechtigten 
P 3201 
5.06 

  
 - 43 - 








 



 
  
 Das Recht an dem Patent bzw. der Patentanmeldung 
Wird Übertragen (§ 28 DPMAV) 
Wird verpfändet ( §29 DPMAV) 
ist Gegenstand eines sonstigen dinglichen Rechts (§ 29 DPMAV), nämlich 
Der
Rechtsübergang / das dingliche Recht erfasst 
alle Patente bzw. Patentanmeldungen 
folgende Patente bzw. Patentanmeldungen 
ifd. Nr. laut Anlageblatt des Patents bzw. der
Patentameldung 
Anlagen 
Datum 
Unterschrift(en) 
ggf. Firmenstempel 

  
 - 44 - 








 



 
  
 Zuletzt aktualisiert am: 06.2012 
HARMONISIERUNGSAMT FÜR DEN BINNENMARKT (HABM) 
ANTRAG AUF SONSTIGE EINTRAGUNG 
GM GGM 
Seitenzal insgesamt 
(diese eingeschl.) 
Zeichen des Antragstellers/Vertreters (nicht mehr als 20 Zeichen)

l. Antragsteller 
ID Nummer 
jur. Person 
nat. Person 
Name der jur. Person o Vor-und Zuname Rechtsform Tel, Fax, E-Mail 
Anschrift Straße und
Hausnr. 
PLZ und Ort Land Postanschrift 
Staatsang. 
(falls anderslautend) 
2. GGM/GM-Inhaber/-Anmelder 
ID-Nummer 
jur.Person 
nat. Person 
Name der jur. Person o. 
Vor-und Zuname 
Tel., Fax, E-Mail 
Anschrift 
Straße und Hausnr. 
PLZ und Ort Land 
Postanschrift 
(falls anderslautend) 
Staatsang. 
3. GM/GGM-Rechtsnachfolger o.sonstiger 
Berechtiter (fells nicht Anlragsteller) 
ID Nummer 
jur. Person 
nat. Person 
Name derjur Person o. 
Vor- und Zuname 
Tel., Fax, E-Mail 
Postanschrift 
(falls anderslautend) 
Anschrift 
Straße und Hausnr. 
PLZ L und Ort 
Land 
Staatsang. 
Wenn der Rechtsnachfolger seineen Wohnsitz\Sitz außertialb der EU hat: Wurde
ein zur Vertretung 
Ja 
Nein 
4. Vertreter des Antragstellers 
ID-Nummer 
Name 
Tel., Fax, E-Mail 
Anschrift 
Straße und Hausnr. 
PLZ und Ort 
Land 
Postanschrift 
(falls anderslautend) 
Art des Vetireters 
Anwait 
zugelassener Vertreter 
vertretervereinigung 
Angestellter 
Seite 
1 von 

  
 - 45 - 








 



 
  
 ANTRAG AUF SONSTIGE EINTRAGUNG 
5. Art der sonstigen Eintragung 
Vollständiger Rechtsübergang 
(1) (2) Teilweiser Rechtsübergang 
(1) (2) Teilung 
(2) Inanspruchnahme der Seniorität (nach Eintragung) 
(1) (2) Löschung der
Seniorität 
(1) dingliches Recht 
(1) Löschung des dinglichen Rechts

Änderung der Marke 
(1) Zwangsvollstreckung 
(1) Lizenz 
ausschließlich 
nicht ausschließlich 
räumlich begrenzt, siehe Punkt 6 
zeitlich begrenzt 
Löschung der Lizenz 
(3) sonstige 
Nachweis für die sonstige Eintragung 
beigefügt 
folgt 
6. Bei Eintragung von Senioritätsansprüchen (nach Eintragung) und von Lizenzen: Von der Eintragung betroffene Mitgliedstaaten 
Mitgliedstaat(en) 
Fortsetzungsblätt/-blatter 
Nur bei Senioritätsansprüchen bitte folgende Angaben machen (falls mehr als eine Seniorität beansprucht wird, Fortsetzungsbllätter benutzen): 
Nummer der Eintragung 
Anmeldetag 
(TT/MM/JJJJ) / / 
Forts etungsblatt/-blätter 
7. Verzeichnis der Waren und Diensteistungen (bitte ungeben): 
Fortsetzungsblatt/-btter

8. Anmelde- oder Eintr.gungsnummer!n derides betreffenden GM oder GGM ( bitte geben): 
Fortsezungsbiatt/.btter 
9. Zahlung der Gebühren (falls zutreffend) 
Gesamt € 
Laufendes Konto beim HABM 
Konto-Nr. 
Mein Iaufendes Konto beim HABM nicht verwenden 
Überweisung auf das Konto des HABM 
Banco Bilbao Vizcaya Argentaria 
La Caixa 
Tag der Überweisung (TT/MM/JJJJ) / / 
10. Unterschrift 
Name des Antragstellers 
Unterschrift 
Ich vertrete beide Beteiligten 
11. Unterschrift anderer Beteiligter 
Name 
Rechtsnachfolger 
lnhaber 
Sonstiger Berechtigter 
Unterschrift 
(1) fails auf bestimmte Waren und Dienstleistunigen beschränkt, siehe Punkt 7 
(2) nur
für GM 
RESET FORM 
(3) bitte benutzen Sie das HABM- Formular Mod. TM010,
falls Sie einen Umwandlungsantrag stellen 
Seite 
von 
#CF008DE02VC 

  
 - 46 - 








 



 
  
 MM5(E) 
MADRID AGREEMENT AND PROTOCOL CONCERNING THE 
INTERNATIONAL REGISTRATION OF MARKS 
REQUEST FOR THE RECORDING OF A CHANGE IN OWNERSHIP 
(Rule 25 of the Common Regulations)

IMPORTANT 
1. This request may be presented to the International Bureau
directly by the holder (or his recorded representative), through the Office of the Contracting Party of the (recorded) holder or through the Office of the Contracting Party of the new owner (transferee). 
2. If the present request relates to a total change in ownership, as provided for in item 6(a), this form may be used for several international registrations in the name of the
same holder. 
3. If the present request relates to a partial change in ownership, as provided for in item 6(b), this form may only be used to request the recording
of a change in ownership for a single international registration. 
World Intellectual Property Organization 
34, chemin des Colombettes 
1211 Geneva 20, Switzerland 
Tel. (Madrid Customer Service): +41 (0)223388686 
Fax (Madrid Registry): +41 (0)22 740 1429

e-mail: intreg.mail@wipo.int - Internet: www.wipo.int 
MM5(E) — March
2014 

  
 - 47 - 








 



 
  
 MM5(E) 
REQUEST FOR THE RECORDING OF A CHANGE IN OWNERSHIP 
For the holder (transferor/new owner
(transferee) 
This request contains the following number of continuation sheets:

Holder/new owner’s reference: 
For the Office 
Office’s reference: 
1 INTERNATIONAL REGISTRATION NUMBER(S) 
(several international registrations may be indicated below, provided that all registrations concerned are the subject of a total change in ownership, as provided for in item 6(a))

2 NAME OF THE HOLDER (TRANSFEROR) 
(as recorded in the International Register)

3 NEW OWNER (TRANSFEREE) 
(a) Name: 
(b) Address: 
(c) Address for correspondence: 
(d) Telephone: 
Fax: 
E-mail address: 
By providing an e-mail address, any further correspondence from the
International Bureau related to this/these international registration(s) will be sent only electronically and, therefore, you will no longer receive any paper correspondence. Likewise, any further correspondence from the International Bureau related
to other international applications or international registrations for which the same e-mail address has been, or will be, provided will also be sent only electronically. Please note that, for the purpose of electronic communication, there can be
only one e-mail address recorded per each international registration. 
MM5(E) — March 2014 

  
 -48 - 








 



 
  
 MM5(E), page 2 
4 ENTITLEMENT OF THE NEW OWNER (TRANSFEREE) TO BE THE HOLDER OF THE INTERNATIONAL REGISTRATION

(a) Indicate in the appropriate space(s): 
(i) the name of the Contracting
State of which the new owner (transferee) is a national; and/or, 
(ii) the name of the State member of a Contracting Organization of which the new owner
(transferee) is a national; and/or, 
(iii) the name of the Contracting Party in the territory of which the new owner (transferee) is domiciled; and/or, 
(iv) the name of the Contracting Party in the territory of which the new owner (transferee) has a real and effective industrial or commercial establishment: 
(b) Where the new owner (transferee) is not a national of a Contracting State or of a State member of a Contracting Organization and the address given in item 3(b) is not in the
territory of any of the Contracting Parties mentioned in paragraph (a)(iii) or (iv) of the present item, indicate in the space provided below: 
(i) the address of
the new owner (transferee) in the territory of the Contracting Party mentioned in paragraph (a)(iii) of the present item; or, 
(ii) the address of the new
owner’s (transferee) industrial or commercial establishment in the territory of the Contracting Party mentioned in paragraph (a)(iv) of the present item. 
5
APPOINTMENT OF A REPRESENTATIVE BY THE NEW OWNER (TRANSFEREE)1 
Name: 
Address:

Telephone: 
E-mail address: 
Fax: 
By providing an e-mail address, any further correspondence from the International Bureau
related to this/these international registration(s) will be sent only electronically and, therefore, you will no longer receive any paper correspondence. Likewise, any further correspondence from the International Bureau related to other
international applications or international registrations for which the same e-mail address has been, or will be, provided will also be sent only electronically. Please note that, for the purpose of electronic communication, there can be only one
e-mail address recorded per each international registration. 
SIGNATURE OF THE NEW OWNER (TRANSFEREE) APPOINTING THE ABOVE REPRESENTATIVE (compulsory) 
1 This item should be used where the new owner (transferee) wishes to appoint a representative. Note that, if the person recorded as the representative of the holder (transferor)
is to be recorded as the representative of the new owner (transferee), such appointment should be made by completing this item. 
MM5(E) — March 2014


  
 -49 - 








 



 
  
 MM5(E), page 3 
SCOPE OF THE CHANGE IN OWNERSHIP (check either (a) or (b)) 
(a) TOTAL CHANGE IN OWNERSHIP
(the change in ownership is to be recorded for all the Contracting Parties designated in the international registration(s) indicated in item 1, and for all the goods and services covered by such international registration(s)); 
(b) PARTIAL CHANGE IN OWNERSHIP (read note No.3 on the cover page before checking this box)

(i) the change in ownership is to be recorded for the designated Contracting Parties indicated below (if no Contracting Party is indicated, it will be
understood that the change in ownership is to be recorded in respect of all the designated Contracting Parties); and/or, 
(ii) the change in ownership is to be
recorded for the goods and services indicated below (grouped in the appropriate classes); if no goods and services we indicated, it will be understood that the change in ownership is to be recorded in respect of all goods and services. 
You can find indications that are pre-accepted by the International Bureau in the Madrid Goods & Services Manager (MGS) at www.wipo.int/msg/. 
Please use font “Courier New” or “Times New Roman”, size 12 pt, or above.

Please make consistent use of a semicolon (;) to clearly specify the goods and services indications in your list, e.g.: 09 Scientific, optical and electronic
apparatus and instruments; screens photoengraving; computers. 
35 Advertising; compilation of statistics; commercial information agencies. 
If the space provided above is not sufficient, cheek the box and use a continuation sheet

MISCELLANEOUS INDICATIONS 
(a) Indications concerning the new owner
(transferee) (as may be required by certain designated Contracting Parties): 
(i) if the new owner (transferee) is a natural person, indicate the nationality:

(ii) if the new owner (transferee) is a legal entity: 
— legal
nature of the legal entity: 
—State and, where applicable, territorial unit within that State, under the law of which the legal entity is organized:

(b) The new owner (transferee) may choose a preferred language for correspondence: 
English French Spanish 
SIGNATURE BY THE HOLDER (TRANSFEROR) AND/OR HIS REPRESENTATIVE

Holder (transferor) Representative of the holder (transferor) 
(as recorded in
the International Register) (as recorded in the International Register) 
Name: Name: 
Signature: Signature: 
MM5(E) — March 2014 

  
 - 50 - 








 



 
  
 MM5(E), page 4 
OFFICE OF THE CONTRACTING PARTY (OF THE RECORDED HOLDER (TRANSFEROR) OR THAT OF THE NEW OWNER (TRANSFEREE)) PRESENTING THE REQUEST (where the request is presented through an
Office) 
Name of the Office: 
Name and signature of the official signing on
behalf of the Office: 
MM5(E) — March 2014 

  
 - 51 - 








 



 
  
 MM5(E), page 5 
FEE CALCULATION SHEET 
(a) INSTRUCTIONS TO DEBIT FROM A CURRENT ACCOUNT 
 ̈ The International Bureau is hereby instructed to debit the required amount of fees from a current account opened with the
International Bureau (if this box is checked, it is not necessary to complete (b)). 
Holder of the account: 
Account number 
Identity of the party giving the instructions: 
(b) AMOUNT OF FEES (see Fee Calculator: www.wipo.int/madrid/en/fees/calculator.isp) 
Amount
(177 Swiss francs) x 
(per international registration mentioned in item 1)

Grand total (Swiss francs) 
(c) METHOD OF PAYMENT 
Identity of the party effecting the payment: 
WIPO receipt number 
Payment received and acknowledged by WIPO 
 ̈

Payment made to WIPO bank account 
lBAN No. CH51 0483 5048 7080 8100 0

Crédit Suisse, CH-1211 Geneva 70 
Swift/BIC: CRESCHZZ80A 
Payment identification 
 ̈ 
dd/mm/yyyy 
 ̈ 
Payment made to WIPO postal account 
(within Europe only) 
IBAN No. CH03 0900 0000 1200 5000 8 
Swift/BIC: POFICHBE 
Payment identification 
 ̈ 
dd/mm/yyyy 
 ̈ 
MM5(E) – March 2014 

  
 - 52 - 








 CONTINUATION SHEET 
No: of 

MM5(E) – March 2014



 

  
 - 53 - 








 SCHEDULE 20 

PLEDGE AND SECURITY AGREEMENT 

This PLEDGE AND SECURITY AGREEMENT, dated as of 24 July 2014 (as amended or otherwise modified from time to time, this “Security
Agreement”), is made by AFFIMED THERAPEUTICS AG, a German stock corporation (the “Grantor”), in favor of PCOF 1, LLC, a limited liability company governed by the laws of Delaware, as the secured party (the “Secured
Party”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to that certain Term Facility Agreement, dated as of
                    , 2014, by and between the Grantor, as borrower, and the Secured Party, as lender (as amended or otherwise modified from time to
time, the “Loan Agreement”; all capitalized terms not otherwise defined herein shall have the means to such terms provided in the Loan Agreement), the Secured Party has extended Commitments to make Loans to the Grantor; and 

WHEREAS, as a condition precedent to the making of the Loans under the Loan Agreement, the Grantor is required to execute and deliver this
Security Agreement; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Grantor agrees, for the benefit of the Secured Party, as follows: 
 1. Security Interest. In order to secure the obligations
referred to below, the Grantor or hereby grants to the Secured Party a security interest in the following (the “Collateral”): 

(a) all of the Grantor’s right, title and interest in and to that certain Amended and Restated License and Development
Agreement dated July 11, 2013 (as amended or otherwise modified from time to time, the “Development Agreement”) to extent permitted under the terms of Development Agreement; 

(b) all of the Grantor’s right, title and interest in and to any Warrant Redemption Payments (as such term is defined in
Amended and Restated Certificate of Incorporation of Affimed Spinco Inc.); and 
 (c) all proceeds of the foregoing. 

2. Secured Obligations. The obligations secured hereby (the “Obligations”) are all present and future
obligations of the Grantor under the Agreement including the principal of, premium (if any) and interest on loans made pursuant thereto and any extension, renewal or refinancing thereof. 







 3. Remedies. During the continuance of an Event of Default under the Agreement, the
Secured Party may exercise all remedies available under the Uniform Commercial Code as in effect from time to time in the state of New York or other applicable law with respect to the Collateral. 

4. Financing Statements; Further Assurances. The Grantor hereby authorizes the Secured Party to file any financing statement or similar
record in any filing office the Secured Party deems appropriate, such record to be in such form as the Secured Party deems appropriate. The Grantor will do all such further things and execute such further documents as the Secured Party may
reasonably request to confirm, perfect or validate the foregoing grant of security or to enable the Secured Party to protect and enforce the same. 

5. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York. 

6. Finance Document. This Security Agreement is a Finance Document executed pursuant to the Loan Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Sections 11 and 12 thereof. 

7. Binding on Successors, Transferees and Assigns; Assignment. This Security Agreement shall remain in full force and effect
until the Obligations have been paid in full, shall be binding upon the Grantor and its successors, transferees and assigns and shall inure to the benefit of and be enforceable by the Secured Party and its successors, transferees and assigns;
provided that the Grantor will not (unless otherwise permitted under the terms of the Loan Agreement or this Security Agreement) assign any of its obligations hereunder without the prior written consent of the Secured Party. 

8. Amendments, etc. No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by the
Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Secured Party and the Grantor and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. 
 9. Notices. All notices and other communications provided for
hereunder shall be in writing or by facsimile and addressed, delivered or transmitted to the appropriate party at the address or facsimile number of such party specified in the Loan Agreement or at such other address or facsimile number as may be
designated by such party in a notice to the other party. Any notice or other communication, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any
such notice or other communication, if transmitted by facsimile, shall be deemed given when transmitted and electronically confirmed. 

  
 2 








 10. Release of Liens. Upon payment in full of the Obligations and the terrmination
of the Commitments, the security interests granted herein shall automatically terminate with respect. Upon such termination, the Secured Party will, at the Grantor’s sole expense, deliver to the Grantor, without any representations, warranties
or recourse of any kind whatsoever, all Collateral held by the Secured Party hereunder, and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. 

11. No Waiver; Remedies. No failure on the part of the Secured Party to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law. 
 12. Headings. The various headings of this Security Agreement are
inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provisions thereof. 

13. Severability. Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. 
 14. Governing Law, Entire Agreement, etc. THIS SECURITY AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION, AND PRIORITY OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. This Security Agreement and the other Finance Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect thereto. 

15. Counterparts. This Security Agreement may be executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Security Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Security Agreement. 

  
 3 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be duly
executed and delivered by its Authorized Officer as of the date first above written. 
  

			
	AFFIMED THERAPEUTICS AG
		
	By:	 	  

		 	Title:
	
	PCOF 1, LLC
		
	By:	 	  

		 	Title:










							
	SCHEDULE 21	  	 Advocaten
 Notarissen

Belastingadviseurs

		
	 To PCOF, 1 LLC, as Lender under the Facility Agreement

(as both defined below)
	  	 Claude Debussylaan 80
 P.O. Box 75084

1070 AB Amsterdam
  

T +31 20 577 1771
 F +31 20 577
1775


  

			
	Date [—] 2014	  	 M. Stoffer
 Advocaat

	Our ref.      M21149759/1/20599951/tmf	  	

 DRAFT 23 JULY 2014; SUBJECT TO REVIEW OF DOCUMENTS AND PARTNER’S APPROVAL 

Dear Sir/Madam, 
 Affimed Therapeutics B.V.
(the “Company”) 
 Accession by the Company to a USD [14,000,000] Term Facility Agreement 

dated [—] 2014 between Affimed Therapeutics AG, as borrower, and PCOF,1 LLC, as
lender (the “Facility Agreement”) 
 [Drafting note De Brauw: for this draft we have assumed that: 

(i) we will receive fully executed copies of the Facility Agreement and Accession Letter before issuance of our signed legal opinion; 

(ii) the signed Accession Letter will clearly state the name and title of the signatory on behalf of the Company; 

(iii) the opinion will be issued while the Company is still a B.V. (so not yet a N.V.) but has already installed a supervisory board. 

Please let us know if any of this will not be the case.] 
  

	1	Introduction 

 I act as Dutch legal adviser (advocaat) to the Company in connection with
the Facility Agreement. I am instructed solely by CMS, legal advisers to the Company. 
 Certain terms used in this opinion are defined in
the Annex (Definitions). 








 



 
  


	2	Dutch Law 

 This opinion is limited to Dutch law in effect on the date of this opinion.
It (including all terms used in it) is to be construed in accordance with Dutch law. 
  

	3	Scope of Inquiry 

 For the purpose of this opinion, I have examined the following
documents: 
  

	3.1	A copy of the Accession Letter signed by the Company. 

  

	3.2	A copy of the Facility Agreement. 

  

	3.3	A copy of: 

  

	 	(a)	the Company’s deed of incorporation and its articles of association, as provided by the Chamber of Commerce (Kamer van Koophandel); and 


 

	 	(b)	the Trade Register Extract. 

  

	3.4	A copy of each Corporate Resolution. 

 In addition, I have obtained the following
confirmations on the date of this opinion: 
  

	3.5	Confirmation by telephone from the Chamber of Commerce that the Trade Register Extract is up to date. 

 3.6

  

	 	(a)	Confirmation by telephone from the court registry of the District Court of the place where the Company has its corporate seat, derived from that Court’s Insolvency Register; and 


 

	 	(b)	confirmation through www.rechtspraak.nl, derived from the segment for EU registrations of the Central Insolvency Register; 


in each case that the Company is not registered as being subject to Insolvency Proceedings. 

I have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to
in this paragraph 3. My examination has been limited to the text of the documents and I have not investigated the meaning and effect of any document governed by a law other than Dutch law under that other law. 

  
 2 / 11










 



 
  


	4	Assumptions 

 For the purpose of this opinion, I have made the following assumptions:

 4.1 
  

	 	(a)	Each copy document conforms to the original and each original is genuine and complete. 

  

	 	(b)	Each signature is the genuine signature of the individual concerned. 

  

	 	(c)	Each confirmation referred to in this opinion is true. 

 4.2 

 

	 	(a)	Each Corporate Resolution has been validly passed and remains in full force and effect without modification. 

  

	 	(b)	There is no works council whose advice on the Company’s entry into of the Facility Agreement must be sought pursuant to the Works Councils Act (Wet op de ondernemingsraden). 


 

	4.3	The Facility Agreement is within the capacity and powers of, and has been validly authorised and entered into by, each party other than the Company. 


 

	4.4	Under German law by which the Facility Agreement is expressed to be governed: 

  

	 	(a)	when validly signed by all the parties, the Facility Agreement is valid, binding on and enforceable against each party; and 

  

	 	(b)	the choice of German law as the governing law of the Facility Agreement applies to the submission to the jurisdiction of the courts in Frankfurt am Main, Germany, pursuant to the Jurisdiction Clause. 


  
 3 / 11










 



 
  


	5	Opinion 

 Based on the documents and confirmations referred to and the assumptions made
in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and to any matters not disclosed to me, I am of the following opinion: 
  

	5.1	The Company has been incorporated and exists as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). 


5.2 
  

	 	(a)	The Company has the corporate power to enter into and perform the Facility Agreement. 

  

	 	(b)	The Company has taken all necessary corporate action to authorise its entry into and performance of the Facility Agreement. 

  

	 	(c)	The Company has validly signed the Facility Agreement. 

 5.3 

 

	 	(a)	The Company does not require any licence, dispensation, recognition or other governmental consent for its entry into and performance of the Facility Agreement. 


 

	 	(b)	There are no registration, filing or similar governmental formalities required to ensure the validity, binding effect on and enforceability against the Company of the Facility Agreement. 


 

	5.4	The entry into and performance of the Facility Agreement by the Company do not violate Dutch law or the Company’s articles of association. 


 

	5.5	The choice of German law as the governing law of the Facility Agreement is recognised and accordingly that law governs the validity, binding effect on and enforceability against the Company of the Facility
Agreement. 

 5.6 
  

	 	(a)	In proceedings in a court in Frankfurt am Main, Germany, according and subject to the Brussels I Regulation, German law determines the validity, binding effect on and enforceability against the Company of the
Jurisdiction Clause. 

  

	 	(b)	A judgment for the payment of money rendered by a court in Frankfurt am Main, Germany, will be recognised and enforced in the Netherlands without review of its merits, according and subject to the applicable Enforcement
Regulation. 


  
 4 / 11










 



 
  


	6	Qualifications 

 This opinion is subject to the following qualifications: 

 

	6.1	This opinion is subject to any limitations arising from bankruptcy, suspension of payments, emergency measures, (other) Insolvency Proceedings or other laws relating to or affecting the rights of creditors.


  

	6.2	The recognition of German law as the governing law of the Facility Agreement: 

 (a) 

 

	 	(i)	will not restrict the application of the overriding provisions of Dutch law; and 

  

	 	(ii)	will not prevent effect being given to the overriding provisions of the law of a jurisdiction with which the situation has a close connection; 


(and for this purpose “overriding provisions” are provisions the respect for which is regarded as crucial by a jurisdiction for
safeguarding its public interests to such an extent that they are applicable to any situation falling within their scope, irrespective of the law otherwise applicable to an agreement); 

 

	 	(b)	will not prevent the application of German law being refused if it is manifestly incompatible with Dutch public policy (ordre public); and 


 

	 	(c)	will not prevent regard having to be had to the law of the jurisdiction in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.



  
 5 / 11










 



 
  


	6.3	The enforcement in the Netherlands of the Facility Agreement and of foreign judgments is subject to Dutch rules of civil procedure. 


 

	6.4	The enforceability of the Facility Agreement may be limited under the Sanction Act 1977 (Sanctiewet 1977) or otherwise by international sanctions. 


 

	6.5	To the extent that pursuant to the Facility Agreement the Company is required or forbidden to take, or restricted in taking, any action that falls within the powers of its general meeting of shareholders, it may
not be binding on and enforceable against it. 

  

	6.6	Any trust to which the 1985 Convention on the Law applicable to Trusts and their Recognition (the “Trust Convention”) applies, will be recognised subject to the Trust Convention. Any trust to
which the Trust Convention does not apply may not be recognised. 

  

	6.7	To the extent that Dutch law applies, a power of attorney can be made irrevocable only (i) insofar as it has been granted for the purpose of performing a legal act in the interest of the authorised person or
a third party, and (ii) subject to any amendments made or limitations imposed by the courts on serious grounds (gewichtige redenen). 

  

	6.8	In proceedings in a Dutch court for the enforcement of the Facility Agreement, the court may mitigate amounts due in respect of litigation and collection costs. 


 

	6.9	To the extent that Dutch law applies, a legal act (rechtshandeling) performed by a person (including (without limitation) an agreement pursuant to which it guarantees the performance of another
person’s obligations and any other legal act having a similar effect) may be nullified by any of its creditors, if (a) it performed the act without an obligation to do so (onverplicht), (b) the creditor concerned was prejudiced
as a consequence of the act, and (c) at the time the act was performed both it and (unless the act was for no consideration (om niet)) the party with or towards which it acted, knew or should have known that one or more of its creditors
(existing or future) would be prejudiced. 

  

	6.10	If a legal act (rechtshandeling) performed by a Dutch legal entity (including (without limitation) an agreement pursuant to which it guarantees the performance of another person’s obligations and any
other legal act having a similar effect) is not in the entity’s interest, the act may (i) exceed the entity’s corporate or other power, (ii) violate its articles of association, and (iii) be nullified by it if the other
party or parties to the act knew or should have known without investigation that the act is not in the entity’s interest. 


  
 6 / 11










 



 
  

 6.11 
  

	 	(a)	An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited
exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness. 


 

	 	(b)	A confirmation derived from an Insolvency Register does not provide conclusive evidence that an entity is not subject to Insolvency Proceedings. 


 

	6.12	I do not express any opinion on: 

  

	 	(a)	the validity of any assignment or transfer pursuant to Section [9] (Changes to Parties) of the Facility Agreement; 

  

	 	(b)	any choice of law made in respect of any non-contractual obligations; or 

  

	 	(c)	any taxation matters. 

  

	7	Reliance 

  

	7.1	This opinion is addressed to and may be relied upon by the Lender for the purpose of the Facility Agreement and not by any other person or for any other purpose. 


 

	7.2	In relying on this opinion, the Lender agrees that: 

  

	 	(a)	(except as set out in paragraph 7.3) it shall not supply this opinion, or disclose its contents or existence, to any person for any purpose; and 


 

	 	(b)	only De Brauw shall have any liability in connection with this opinion, the agreement in this paragraph 7.2 and all liability and other matters relating to this opinion shall be governed exclusively by Dutch law and the
Dutch courts shall have exclusive jurisdiction to settle any dispute relating to this opinion. 

  

	7.3	The Lender may supply a copy of this opinion: 

  

	 	(a)	to any entity which acquires or may potentially acquire from it any rights and obligations under the Facility Agreement in accordance with the Facility Agreement within 6 months after the date of the Facility Agreement;



  
 7 / 11










 



 
  


	 	(b)	to its legal advisers on a need-to-know basis; 

  

	 	(c)	to the extent required by law (including by legally binding regulation or by a binding order of a competent court or governmental authority) or to establish a defence in any proceeding before a competent court or
governmental authority provided that the Lender: 

  

	 	(i)	to the extent permitted by law, has notified De Brauw as soon as reasonably possible that it believes that it may be required or necessary for it by law or necessary for it to establish a defence to disclose (or, if
prior notification is not permitted by law or has not reasonably been possible, that it has disclosed) this opinion; and 

  

	 	(ii)	in the case of disclosure required by law, upon De Brauw’s request, reasonably demonstrates that such disclosure is required by law; and 


but, in each case, solely for information purposes (and not to be relied upon) and subject to the restrictions set out in paragraph 7.2. 

Yours faithfully, 
 De Brauw Blackstone Westbroek N.V. 

Menno Stoffer 

  
 8 / 11










 



 
  

 Annex – Definitions 

Part 1 - General 
 In this opinion: 

“Accession Letter” means the accession letter dated [—] 2014 from the Company and
Affimed Therapeutics AG to the Lender relating to the Facility Agreement. 
 “Brussels I Regulation” means Council Regulation
(EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (OJ 2001, L 012, 1). 

“CMS” means CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB. 

“Company” is defined in part 2 (Company) of this Annex. 

“Corporate Resolution” is defined in part 2 (Company) of this Annex. 

“De Brauw” means De Brauw Blackstone Westbroek N.V. 

“Dutch law” means the law directly applicable in the Netherlands. 

“Enforcement Regulation” means each of: 
  

	(a)	the Brussels I Regulation; 

  

	(b)	Regulation (EC) No 805/2004 of the European Parliament and of the Council of 21 April 2004 creating a European Enforcement Order for uncontested claims; 


 

	(c)	Regulation (EC) No 1896/2006 of the European Parliament and of the Council of 12 December 2006 creating a European order for payment procedure; 


 

	(d)	Regulation (EC) No 861/2007 of the European Parliament and of the Council of 11 July 2007 establishing a European Small Claims Procedure. 


  
 9 / 11










 



 
  

 “Facility Agreement” means the USD [14,000,000] Term Facility Agreement dated [—] 2014 entered into between Affimed Therapeutics AG, as borrower, and PCOF,1 LLC, as lender, and includes, where the context permits: 

 

	(i)	the Accession Letter; and 

  

	(ii)	the Jurisdiction Clause. 

 “Insolvency Proceedings” means insolvency proceedings as
defined in Article 2(a) of Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings. 
 “Jurisdiction
Clause” means Clause [33] of the Facility Agreement. 
 “Lender” means PCOF, 1 LLC.  

“the Netherlands” means the part of the Kingdom of the Netherlands located in Europe. 

“Trade Register Extract” is defined in part 2 (Company) of this Annex. 

  

10 / 11 









 



 
  

 Part 2 - Company 

In this opinion: 
 “Company” means
Affimed Therapeutics B.V., with corporate seat in Amsterdam. 
 “Corporate Resolution” means each of: 

 

	(a)	a written resolution of the Company’s managing board (bestuur) dated 17 July 2014; 

  

	(b)	a written resolution of the Company’s supervisory board (raad van commissarissen) dated [—] 2014; and 


 

	(c)	a written resolution of the Company’s stated sole shareholder Stichting Affimed Therapeutics dated 17 July 2014. 


“Trade Register Extract” means a Trade Register extract relating to the Company provided by the Chamber of Commerce and dated [—] 2014. 

  

11 / 11 









					
	[PCOF 1, LLC]	 	SCHEDULE 22	 	 CMS Hasche Sigle

Partnerschaft von Rechtsanwälten
 und
Steuerberatern mbB
  
 Nymphenburger Str. 12

80335 München
  

T +49 [—]
 F +49
[—]
  
 www.cms-hs.com

 
 Deutsche Bank AG, Frankfurt

BLZ         500 700 10
 Kto.
         094 043 700
 IBAN       DE44500700100094043700

BIC          DEUTDEFFXXX
  

Stefan-Ulrich Müller
 Our ref.: [—]
 Office: [—]

T +49 [—]

F +49 [—]

E stefan-ulrich.mueller@cms-hs.com

		
	Affimed Therapeutics AG – German Legal Opinion re German Warrant Bond	 	[—] 2014

 Dear Sir/Madam 
 We are acting
as German legal advisors to Affimed Therapeutics AG, a private company with limited liability organized under the laws of the Federal Republic of Germany (the “Borrower”) as to the laws of the Federal Republic of Germany
(“Germany”) in connection with a credit facility (the “Credit Facility”) to be provided by you to the Borrower under the Term Facility Agreement dated [—] and
entered into between the Borrower and PCOF 1, LLC (the “Facility Agreement”; the Facility Agreement together with the security agreements entered into in connection with the Facility Agreement, with the exception of any security
agreements that are not governed by German law, the “Loan Documents”). 
 This opinion is delivered to you pursuant to Part 2 clause
B.5.(i) of Schedule 1 to the Facility Agreement in connection with Schedule 22 to the Facility Agreement. 
  

	I.	Documents reviewed 

 In the above-mentioned capacity we have, in particular, examined
copies of the following documents (together, the “Opinion Documents”): 








	 	1.	A copy of the articles of association of the Company in its most current version as of [—] (the “Articles of Association”); 


 

	 	2.	A copy of an electronic excerpt from the commercial register (Handelsregister) (the “Commercial Register Extract”) concerning the Company registered under docket number 336535 at the local court
(Amtsgericht) of Mannheim, Germany (the “Commercial Register”) dated [—]; 

  

	 	3.	A copy of the executed Loan Documents, including the Facility Agreement; 

  

	 	4.	A copy of the notarized minutes of the general meeting of the Borrower dated [—] in which the general meeting resolved on (i) the authorization to issue the
“warrant bond” (the “Warrant Bond”), consisting of a bond component (the “Bond”) and a component comprising the “German Warrants” as defined in the Facility Agreement(these warrants: the
“German Warrants”), both components as described in [Schedule 8 to the Facility Agreement] and (ii) the creation of a contingent capital covering the exercise of the German Warrants (both resolution: the “General
Meeting Resolutions”);A copy of the executed subscription agreement (Zeichnungsvertrag) between the Borrower and the PCOF 1, LLC regarding the Warrant Bond dated [—]
(“Subscription Agreement”); 

  

	 	5.	A copy of the executed permanent global note certificate representing the Bond (“Bond Global Note”), dated [—], with the terms and conditions attached
to it. 

  

	 	6.	A copy of the executed permanent global note certificate representing the German Warrants (“Warrant Global Note”; Bond Global Note and Warrant Global Note together the “Global Notes”),
dated [—], with the terms and conditions attached to it. 

  

	 	7.	A copy of the minutes of the management board resolution dated [—] with which the management board of the Borrower resolved to execute the Subscription Agreement and
issue the Warrant Bond (the “Management Board Resolution”); 

  

	 	8.	A copy of the minutes of the supervisory board resolution dated [—] with which the supervisory board of the Borrower resolved on the approval of the execution of the
Subscription Agreement and issuance of the Warrant Bond. 


  
 Page 2 









	II.	Assumptions 

 In considering the Opinion Documents for the purposes of this Legal
Opinion, we have assumed with your consent and without any further verification that 
  

	 	•	 	all Opinion Documents submitted to us as originals are authentic; 

  

	 	•	 	all signatures on all documents which we have examined are genuine; 

  

	 	•	 	all Opinion Documents provided to us as copies are identical to their respective originals; 

  

	 	•	 	all Opinion Documents which were only provided as drafts were or will be signed in the same form; 

  

	 	•	 	all Opinion Documents were validly signed, authorised, executed and delivered by the natural persons and legal entities (other than the Company) named as parties therein and that their validity and enforceability is not
affected by any laws other than German law; 

  

	 	•	 	the Commercial Register Extract is complete, accurate and reflects all matters which can be registered in such register and no application for an entry has been made, no entry has been made and no resolution has been
passed to apply for an entry therein which is not reflected in the Commercial Register Extract from the date of the Commercial Register Extract until the date hereof; 


 

	 	•	 	the Articles of Association is in its most current form and there are no side agreements thereto; 

  

	 	•	 	all Opinion Documents were, in comparison to the version presented to us, complete, not revoked, supplemented or amended in any other way (including by side-letters) without our being informed prior to issue of this
Legal Opinion; 

  

	 	•	 	the Company maintains its registered offices in Heidelberg which is the place from which the Company is in fact administered and where all Company related decisions are taken (tatsächlicher Verwaltungssitz)
as well as its effective place of management (tatsächliche Geschäftsleitung). 

  

	III.	Legal Opinion 

 On the basis of our review of the Opinion Documents and subject to the
assumptions and qualifications set forth above and below, we are of the opinion as of today’s date that: 
  

	 	1.	The Borrower is a German stock corporation duly organized and validly existing under the laws of Germany, and has the corporate power and authority to execute and deliver, and to perform and observe the provisions of,
the Global Notes and the Subscription Agreement. 


  
 Page 3 









	 	2.	The Subscription Agreement and the Global Notes have been duly authorized by all necessary corporate action under German law on the part of the Borrower, and the Warrant Bond has been validly issued under German law.


  

	 	3.	The Warrant Global Note, when duly issued and executed by the Borrower and duly authenticated and delivered, and subject to the full payment of the issue price, constitutes (verbrieft) legal, valid and binding
obligations of the Borrower, that are enforceable in accordance with the terms and conditions as attached to the Warrant Global Note. 

  

	 	4.	The issuance of the Warrant Bond will not result in any violation of the Articles of Association or Bylaws or any material German law applicable to the Borrower. 


 

	IV.	Qualifications 

 This Legal Opinion is subject to the following qualifications: 

 

	 	a)	Where under the provisions of any document presented to us any party is vested with discretion or may determine a matter in his opinion, German law may require that such discretion be exercised reasonably or that such
opinion be based on reasonable grounds. Provisions which purport that any determination, certificate or statement of account made or given by any party is to be final, conclusive or binding may not be enforced and will not prevent judicial enquiry
into the merits of the matter and the basis of which such determination, certificate or statement of account is made. 

  

	 	b)	Although German law, in general, recognizes the concept of irrevocability, a German court may limit the scope of this concept by applying restrictions for cause (wichtige Gründe), such as material changes in the
underlying situation of the respective concerned party entitling it to withdraw a right irrevocably granted, or to challenge a notice or other expression of an intention or instruction which was stated to be irrevocable. 


We are providing you with this letter solely in your capacity as “Lender” under the Facility Agreement. This letter is solely for your benefit in
connection with the Credit Facility. Other than for this designated purpose this communication may not be used, forwarded to third parties 

  
 Page 4 








 
or quoted without our consent, nor may you refer to this document when communicating with third parties except that it may be referenced in the Credit Facility and you may quote, use and refer to
the letter in any legal proceeding related to the Credit Facility to which you are a party. Under no circumstances do we assume any liability whatsoever vis-à-vis third parties in connection with this letter, irrespective of legal reason and
jurisdiction. 
 The statements which we make in this letter apply exclusively with effect as of today’s date and are given solely on the basis of
prevailing German law on this date and we do not comment on any future changes to the issues addressed in this letter. 
 This Legal Opinion is subject to
German law. 
 Yours faithfully 
 CMS Hasche Sigle
Partnerschaft von Rechtsanwälten und Steuerberatern mbB 

  
 Page 5 








 SCHEDULE 23 

Permitted Payments to Restricted Persons 

The following list of recipients shall be allowed to receive payments in the stated volume per annum. 

Compensation to the management board: 
  

			
	 Dr. Adi Höss

currently consulting agreement
	  	328,120.00 €
	 Dr. Florian Fischer

currently consulting agreement
	  	282,150.00 €
	 Dr. Jens-Peter Marschner

currently employment contract
	  	297,000.00 €
	 further member (CSO) of the management board if hired
	  	300,000.00 €
 estimated CSO Compensation


 Compensation to advisors: 
  

			
	 Dr. Uli Grau
	  	240,000.00 €

 Compensation to Supervisory Board members 

(Remuneration policy is not yet finalized) 
  

			
	 Thomas Hecht
 Consulting Agreement with Hecht
Healthcare Consulting
	  	65,000.00 €
	 Richard B. Stead
 Consulting Agreement with
BioPharma Consulting Services
	  	40,000.00 €
	 Ferdinand Verdunck
 Might be organized with a
consulting agreement
	  	50,000.00 € (estimation)
	 Bernd Modig
 Might be organized with a
consulting agreement
	  	50,000.00 € (estimation)








 SCHEDULE 24 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of July 24, 2014 (as amended or otherwise modified from time to time, this
“IP Security Agreement”), is made by Affimed Therapeutics AG, a German stock corporation (the “Grantor”), in favor of PCOF 1, LLC, a Delaware limited liability company, as the secured party (together with its
transferees, successors and assigns, collectively, the “Secured Party”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to that certain Term Facility Agreement, dated as of July 24, 2014, by and between the Grantor, as borrower, and the
Secured Party, as lender (as amended or otherwise modified from time to time, the “Loan Agreement”), the Secured Party has agreed to make available certain Loans to the Grantor, on the terms and subject to the conditions contained
therein; and 
 WHEREAS, as one of the conditions precedent to the making of the Loans under the Loan Agreement, the Grantor is required to
execute and deliver this IP Security Agreement; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Grantor agrees, for the benefit of the Secured Party, as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1.
Certain Terms. The following terms (whether or not underscored) when used in this IP Security Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and
plural forms thereof): 
 “Cash Proceeds” has the meaning provided in Article 9 of the UCC. 

“Computer Hardware and Software Collateral” means: 

(a) all computer and other electronic data processing hardware, integrated computer systems, central processing units, memory
units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related
computer hardware, including all operating system software, utilities and application programs in whatsoever form; 
 (b) all
software programs (including both source code, object code and all related applications and data files), designed for use on the computers and electronic data processing hardware described in clause (a) above; 

(c) all firmware associated therewith; 

(d) all documentation (including flow charts, logic diagrams, manuals, guides, specifications, training materials, charts and
pseudo codes) with respect to such hardware, software and firmware described in the preceding clauses (a) through (c); and 

  
 1 








 (e) all rights with respect to all of the foregoing, including copyrights,
licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, improvements, error corrections,
updates, additions or model conversions of any of the foregoing. 
 “Copyright Collateral” means all copyrights of the
Grantor, registered or unregistered and whether published or unpublished, now or hereafter in force throughout the world including all of the Grantor’s rights, titles and interests in and to all copyrights registered in the United States
Copyright Office and also including the copyrights referred to in Item A of Schedule IV, and registrations and recordings thereof and all applications for registration thereof, whether pending or in preparation, all copyright licenses,
including each copyright license referred to in Item B of Schedule IV, the right to sue for past, present and future infringements of any of the foregoing, all rights corresponding thereto, all extensions and renewals of any thereof
and all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which are owned or licensed by the Grantor. 

“Excluded Intellectual Property Collateral” is defined in Section 2.2. 

“Governmental Authority” means the government of the United States of America or any other nation, any federal, state, city,
town, municipal, county, local government or the government of any other political subdivision thereof and any department, commission, board, bureau, instrumentality, agency, court or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government, in each case whether associated with a state of the United States of America, the United States of America or a foreign entity or government. 

“Grantor” is defined in the preamble. 

“Intellectual Property Collateral” means, collectively, the Computer Hardware and Software Collateral, the Copyright
Collateral, the Patent Collateral, the Trademark Collateral and the Trade Secrets Collateral (other than the Excluded Intellectual Property Collateral), and all Proceeds, including Cash Proceeds and Non-Cash Proceeds, and products of any and all of
the foregoing Intellectual Property Collateral. 
 “IP Security Agreement” is defined in the preamble. 

“Loan Agreement” is defined in the first recital. 

“Non-Cash Proceeds” has the meaning provided in Article 9 of the UCC. 

“Obligations” means all (i) obligations of the Borrower and the other Obligors from time to time arising under this IP
Security Agreement, the Loan Agreement, any other Finance Document or otherwise with respect to the due and prompt payment of (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Postpetition Interest”)) on the Loans, when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise and (B) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether
primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower and the other Obligors under or in respect of any Finance Document and (ii) the due and prompt performance of all other covenants, duties,
debts, obligations and liabilities of any kind of the Borrower and the other Obligors, individually or collectively, under or in respect of this IP Security Agreement, the Loan Agreement or any of the other Finance Documents or any other document
made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension
of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or
otherwise. 

  
 2 








 “Patent Collateral” means: 

(a) inventions and discoveries, whether patentable or not, all letters patent and applications for letters patent in the United
States of America, including all patent applications in preparation for filing and each patent and patent application referred to in Item A of Schedule II; 

(b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the items
described in clause (a); 
 (c) all patent licenses, and other agreements providing the Grantor with the right to use
any items of the type referred to in clauses (a) and (b) above, including each patent license referred to in Item B of Schedule II; and 

(d) all Proceeds of, and rights associated with, the foregoing (including licenses, royalties income, payments, claims, damages
and Proceeds of infringement suits), the right to sue third parties for past, present or future infringements of any patent or patent application, and for breach or enforcement of any patent license. 

“Proceeds” has the meaning provided in Article 9 of the UCC. 

“Termination Date” means the date on which all Obligations have been paid in full in cash and all Commitments shall have
terminated. 
 “Trademark Collateral” means: 

(a) (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
service marks, certification marks, collective marks, logos and other source or business identifiers, and all goodwill of the business associated therewith, now existing or hereafter adopted or acquired including those referred to in Item A
of Schedule III, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the
United States Patent and Trademark Office or in any office or agency of the United States of America, or any State thereof or any other country or political subdivision thereof or otherwise, and all common-law rights relating to the foregoing, and
(ii) the right to obtain all reissues, extensions or renewals of the foregoing (collectively referred to as the “Trademark”); 

(b) all trademark licenses for the grant by or to the Grantor of any right to use any trademark, including each trademark
license referred to in Item B of Schedule III; 
 (c) all of the goodwill of the business connected with
the use of, and symbolized by the items described in, clause (a), and to the extent applicable clause (b); 

(d) the right to sue third parties for past, present and future infringements of any Trademark Collateral described in
clause (a) and, to the extent applicable, clause (b); and 
 (e) all Proceeds of, and rights associated
with, the foregoing, including any claim by the Grantor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the
use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout the world. 

  
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 “Trade Secrets Collateral” means all common law and statutory trade secrets and
all other confidential, proprietary or useful information and all know-how obtained by or used in or contemplated at any time for use in the business of a Grantor (all of the foregoing being collectively called a “Trade Secret”),
whether or not such Trade Secret has been reduced to a writing or other tangible form, including all Documents and things embodying, incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, including each Trade Secret
license referred to in Schedule V, and including the right to sue for and to enjoin and to collect damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license.

 “UCC” means the Uniform Commercial Code, as in effect from time to time in the State of New York. 

SECTION 1.2. Loan Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this IP
Security Agreement, including its preamble and recitals, have the meanings provided in the Loan Agreement. 
 ARTICLE II 

SECURITY INTEREST 
 SECTION 2.1.
Grant of Security Interest. The Grantor hereby grants to the Secured Party a continuing security interest in all of the Grantor’s right, title, and interest in and to the Intellectual Property Collateral. 

SECTION 2.2. Excluded Intellectual Property Collateral. There shall be excluded from the security created by Section 2.1
above and from the other provisions of this IP Security Agreement the following (the “Excluded Intellectual Property Collateral”): 
  

	 	(a)	any Intellectual Property Collateral which the Grantor is prohibited from creating security on or over by reason of any contract, lease, license or other arrangement with a third party (including any Intellectual
Property Collateral which the Grantor is precluded from creating security on or over without the prior consent of a third party) until the relevant condition or waiver has been satisfied or obtained; 


 

	 	(b)	any Intellectual Property Collateral which, if subject to any such security, would give a third party (other than an entity that is part of the Group) an enforceable right to terminate its obligations by reason of any
contract, lease, license or other arrangement; provided that: 

  

	 	i.	all Proceeds paid or payable to the Grantor from any sale, transfer or assignment of such license or other agreement and all rights to receive such Proceeds shall be included in the security created under
Section 2.1 and shall not constitute Excluded Intellectual Property Collateral; 

  

	 	ii.	 in the case of any such Intellectual Property Collateral acquired by the Grantor after the date of this IP Security Agreement that is material to the
conduct of the business of the Grantor or with respect to which a contravention or other violation caused or arising by its inclusion as security created under Section 2.1 




  
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could reasonably be expected to materially adversely effect such Intellectual Property Collateral, such Intellectual Property Collateral shall be excluded from the security created under
Section 2.1, so long as (but only so long as): 

  

	 	A.	the Grantor shall have used, or shall be diligently using, commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the other party to such license or other agreement to permit the
Grantor to grant to the Security Party (or any designee of the Secured Party) a continuing security interest in all of the Grantor’s right, title, and interest in and to such Intellectual Property Collateral; and 


 

	 	B.	the Grantor shall have given prompt written notice to the Secured Party upon any failure to obtain such consent or approval. 

  

	 	(c)	any Intellectual Property Collateral which is listed on Schedule I attached hereto. 


SECTION 2.3. Security for Obligations. This IP Security Agreement and the Intellectual Property Collateral in which the Secured Party
is granted a security interest hereunder by the Grantor secure the payment and performance of all of the Obligations. 
 SECTION 2.4.
Grantor Remains Liable. Anything herein to the contrary notwithstanding: 
 (a) the Grantor will remain liable under
the contracts and agreements included in the Intellectual Property Collateral to the extent set forth therein, and will perform all of their duties and obligations under such contracts and agreements to the same extent as if this IP Security
Agreement had not been executed; 
 (b) the exercise by the Secured Party of any of its rights hereunder will not release the
Grantor from any of its duties or obligations under any such contracts or agreements included in the Intellectual Property Collateral; and 

(c) the Secured Party will not have any obligation or liability under any contracts or agreements included in the Intellectual
Property Collateral by reason of this IP Security Agreement, nor will the Secured Party be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any claim for payment assigned
hereunder. 
 SECTION 2.5. Security Interest Absolute, etc. This IP Security Agreement shall in all respects be a continuing,
absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Secured Party and the security interests granted to the Secured Party (for its benefit)
hereunder, and all obligations of the Grantor hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of: 

(a) any lack of validity, legality or enforceability of any Finance Document; 

(b) the failure of the Secured Party (i) to assert any claim or demand or to enforce any right or remedy against any
Obligor or any other Person (including any other Grantor) under the provisions of any Finance Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or Intellectual Property Collateral or other collateral
securing, any Obligations; 

  
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 (c) any change in the time, manner or place of payment of, or in any other term
of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations; 
 (d) any
reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantor hereby waives any right to or claim of) any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;

 (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms
of any Finance Document; 
 (f) any addition, exchange or release of any Intellectual Property Collateral or of any Person
that is (or will become) a guarantor of, or a grantor of any security interest in favor of the Secured Party securing, the Obligations, or any surrender or non-perfection of any Intellectual Property Collateral or other collateral securing any of
the Obligations, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Secured Party securing any of the Obligations; or 

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any
Obligor, any surety or any guarantor. 
 SECTION 2.6. Postponement of Subrogation. The Grantor agrees that it will not exercise any
rights against any guarantor of, or grantor of any security interest in favor of the Secured Party securing, the Obligations that the Grantor may acquire by way of rights of subrogation under any Finance Document to which it is a party. The Grantor
will not seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made under any Finance Document or otherwise, until following the Termination Date. Any amount paid to the Grantor on account of any
such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Party and shall immediately be paid and turned over to the Secured Party in the exact form received by the Grantor (duly endorsed in favor of
the Secured Party, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1; provided that if the Grantor has made payment to the Secured Party of all or any
part of the Obligations and the Termination Date has occurred, then at the Grantor’s request, the Secured Party will, at the expense of the Grantor, execute and deliver to the Grantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, the Grantor
shall refrain from taking any action or commencing any proceeding against any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this IP
Security Agreement to the Secured Party. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

In order to induce the Secured Party to enter into the Loan Agreement and make available any Loans thereunder, the Grantor represents and
warrants to the Secured Party as set forth below. 

  
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 SECTION 3.1. Intellectual Property Collateral. Except as disclosed on Schedules I
through III, with respect to any Intellectual Property Collateral: 
 (a) such Intellectual Property Collateral is
valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part except as could not be expected to have a Material Adverse Effect; 

(b) the Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such
Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party; 

(c) the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property
Collateral, including recordations of all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office, and its claims to the Copyright Collateral in the United States Copyright Office, and, to
the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral; 

(d) the Grantor has taken all reasonable steps to safeguard its Trade Secrets and to its knowledge (A) none of the Trade
Secrets of the Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than the Grantor; (B) no employee, independent contractor or agent of the Grantor has misappropriated any Trade Secrets of any
other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of the Grantor; and (C) no employee, independent contractor or agent of the Grantor is in default or breach of any term of any
employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of the Grantor’s Intellectual Property
Collateral; 
 (e) to the Grantor’s knowledge, no third party is infringing upon any Intellectual Property owned or used
by the Grantor in any material respect, or any of its respective licensees; 
 (f) no settlement or consents, covenants not
to sue, nonassertion assurances, or releases have been entered into by the Grantor or to which the Grantor is bound that adversely affects its rights to own or use any Intellectual Property Collateral except as would not have a Material Adverse
Effect; 
 (g) the Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future
assignment, sale or transfer of any Intellectual Property Collateral for purposes of granting a security interest or as Intellectual Property Collateral that has not been terminated or released; 

(h) the Grantor has executed and delivered to the Secured Party, Intellectual Property Collateral security agreements for all
copyrights, patents, Trademarks and other Intellectual Property Collateral owned by the Grantor, including all copyrights, patents and trademarks on Schedules I through III (as such schedules may be amended or supplemented from time to
time); 
 (i) the Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold
and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the Trademarks owned by the Grantor use such adequate standards of
quality; 

  
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 (j) the consummation of the transactions contemplated by the Loan Agreement and
this IP Security Agreement will not result in the termination or material impairment of any of the Intellectual Property Collateral; and 

(k) the Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets,
Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Grantor’s business. 

SECTION 3.2. Grantor Name, Location, etc.  

(a) The jurisdiction in which the Grantor is located for purposes of Sections 9-301 and 9-307 of the UCC is the District
of Columbia. 
 (b) The Grantor does not have any other trade names. 

(c) During the four (4) months preceding the date hereof, the Grantor has not been known by any legal name different from
the one set forth on the signature page hereto, nor has the Grantor been the subject of any merger or other corporate reorganization. 

(d) 1The name set forth on the signature page attached hereto is the true
and correct legal name (as defined in the UCC) of the Grantor. 
 SECTION 3.3. Ownership; No Liens, etc. The Grantor owns the
Intellectual Property Collateral free and clear of any Lien, except for any security interest in favor of the Secured Party created by this IP Security Agreement or any other Finance Document in favor of the Secured Party. No effective UCC financing
statement or other filing similar in effect covering all or any part of the Intellectual Property Collateral is on file in any recording office, except those filed in favor of the Secured Party relating to this IP Security Agreement or any other
Finance Document or as to which a duly authorized termination statement relating to such UCC financing statement or other instrument has been delivered to the Secured Party on the Closing Date 

SECTION 3.4. Validity, etc. 

(a) This IP Security Agreement creates a valid security interest in the Intellectual Property Collateral securing the payment
of the Obligations. 
 (b) The Grantor has filed or caused to be filed all UCC-1 financing statements in the filing office
for the Grantor’s jurisdiction of organization listed in Section 3.2 (collectively, the “Filing Statements”) (or has authenticated and delivered to the Secured Party the Filing Statements suitable for filing in such
offices). 
  

	1 	 Note to MOFO: The Grantor is a German company with no presence in the U.S. 



  
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 (c) Upon the filing of the Filing Statements with the appropriate agencies
therefor the security interests created under this IP Security Agreement shall constitute a perfected security interest in the Intellectual Property Collateral described on such Filing Statements in favor of the Secured Party on behalf of the
Secured Party to the extent that a security interest therein may be perfected by filing pursuant to the relevant Uniform Commercial Code, prior to all other Liens. 

SECTION 3.5. Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, no authorization,
approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: 

(a) for the grant by the Grantor of the security interest granted hereby or for the execution, delivery and performance of this
IP Security Agreement by the Grantor; or 
 (b) for the perfection or maintenance of the security interests hereunder
including the first priority nature of such security interest (except with respect to the Filing Statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S.
Copyright Office) or the exercise by the Secured Party of its rights and remedies hereunder. 
 ARTICLE IV 

COVENANTS 
 The Grantor covenants
and agrees that, until the Termination Date, the Grantor will perform, comply with and be bound by the obligations set forth below. 

SECTION 4.1. As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such
provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor: 
 (a) the
Grantor will not (i) do or fail to perform any act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable, (ii) permit any of its licensees to (A) fail to continue to use any of
the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (B) fail to maintain as in the past the quality of products and services offered under all of the
Trademark Collateral, (C) fail to employ all of the Trademark Collateral registered with any federal or state or foreign authority with an appropriate notice of such registration, (D) adopt or use any other Trademark which is confusingly
similar or a colorable imitation of any of the Trademark Collateral, (E) use any of the Trademark Collateral registered with any federal, state or foreign authority except for the uses for which registration or application for registration of
all of the Trademark Collateral has been made or (F) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable, or (iii) do or permit any act or knowingly omit
to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration
thereof, unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is
of negligible economic value to the Grantor, or (y) the loss of the Intellectual Property Collateral would not have a Material Adverse Effect on the business; 

(b) the Grantor shall promptly notify the Secured Party if it knows, or has reason to know, that any application or
registration relating to any material item of the Intellectual Property 

  
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Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution
of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor’s ownership of any of
the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same; 
 (c) in
no event will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office
or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Secured Party, and upon request of the Secured Party (subject to the terms of the Loan Agreement), executes and delivers all
agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest in such Intellectual Property Collateral; 

(d) the Grantor will take all necessary steps, including in any proceeding before the United States Patent and Trademark
Office, the United States Copyright Office or (subject to the terms of the Loan Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant
registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and
cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clause (a) or (b)); and 

(e) the Grantor will promptly execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark
Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto following its obtaining an interest in any such Intellectual Property, and shall execute and
deliver to the Secured Party any other document required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless the Grantor shall determine in good faith (with the
consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to the Grantor. 
 SECTION 4.1.2.
Certain Deliveries during an Event of Default. The Grantor agrees promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Secured Party and without any request therefor by the Secured Party, so long
as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Secured Party) to the Secured Party all Proceeds of the Intellectual Property Collateral, in each case thereafter received by the
Grantor, all of which shall be held by the Secured Party as additional Intellectual Property Collateral. All Proceeds that may at any time and from time to time be held by the Grantor, but which the Grantor is then obligated to deliver to the
Secured Party, shall, until delivery to the Secured Party, be held by the Grantor separate and apart from its other property in trust for the Secured Party. 

SECTION 4.1.3. Change of Name, etc. The Grantor will not change its name or place of incorporation or organization or federal taxpayer
identification number except upon thirty (30) days’ prior written notice to the Secured Party 
 SECTION 4.2. As to
Grantor’s Use of Intellectual Property Collateral. 

  
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 (a) Subject to clause (b), the Grantor will, at its own expense, endeavor
to collect, as and when due, all amounts due with respect to any of the Intellectual Property Collateral, including the taking of such action with respect to such collection as the Secured Party may request following the occurrence of an Event of
Default or, in the absence of such request, as the Grantor may deem advisable. 
 (b) At any time following the occurrence
and during the continuance of an Event of Default, whether before or after the maturity of any of the Obligations, the Secured Party may (i) revoke any or all of the rights of the Grantor set forth in clause (a), (ii) notify any
parties obligated on any of the Intellectual Property Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and (iii) enforce collection of any of the Intellectual Property Collateral by suit or
otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. 

(c) Upon request of the Secured Party following the occurrence and during the continuance of an Event of Default, the Grantor
will, at its own expense, notify any parties obligated on any of the Intellectual Property Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. 

(d) At any time following the occurrence and during the continuation of an Event of Default, the Secured Party may endorse, in
the name of the Grantor, any item, howsoever received by the Secured Party, representing any payment on or other Proceeds of any of the Intellectual Property Collateral. 

SECTION 4.3. Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and
deliver all further instruments and documents, and take all further action, that may be necessary or that the Secured Party may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to
enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Intellectual Property Collateral. Without limiting the generality of the foregoing, the Grantor will 

(a) file (and hereby authorize the Secured Party to file) such Filing Statements or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or that the Secured Party may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Secured Party hereby; and

 (b) furnish to the Secured Party, from time to time at the Secured Party’s request, statements and schedules further
identifying and describing the Intellectual Property Collateral and such other reports in connection with the Intellectual Property Collateral as the Secured Party may request, all in reasonable detail; and 

With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Secured Party to file one or more financing
or continuation statements, and amendments thereto, relative to all or any part of the Intellectual Property Collateral. The Grantor agrees that a carbon, photographic or other reproduction of this IP Security Agreement or any UCC financing
statement covering the Intellectual Property Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. The Grantor hereby authorizes the Secured Party to file financing statements describing as the
collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Intellectual Property Collateral described in this IP Security
Agreement. 

  
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 ARTICLE V 

THE SECURED PARTY 
 SECTION 5.1.
Secured Party Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Secured Party its attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time
in the Secured Party’s discretion, following the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes
of this IP Security Agreement, including: 
 (a) to ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of any of the Intellectual Property Collateral; 

(b) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable
to enforce the rights of the Secured Party with respect to any of the Intellectual Property Collateral; and 
 (c) to perform
the affirmative obligations of the Grantor hereunder. 
 The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to
this Section is irrevocable and coupled with an interest. 
 SECTION 5.2. Secured Party May Perform. If the Grantor fails to perform
any agreement contained herein, the Secured Party may itself perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Grantor pursuant to Clause 15.3 of the Loan
Agreement. 
 SECTION 5.3. Secured Party Has No Duty. The powers conferred on the Secured Party hereunder are solely to protect its
interest (on behalf of the Secured Party) in the Intellectual Property Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Intellectual Property Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Intellectual Property Collateral or responsibility for taking any necessary steps to preserve rights against prior parties or any other rights
pertaining to any Intellectual Property Collateral. 
 SECTION 5.4. Reasonable Care. The Secured Party is required to exercise
reasonable care in the custody and preservation of any of the Intellectual Property Collateral in its possession; provided that the Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of any of the
Intellectual Property Collateral, if it takes such action for that purpose as the Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Secured Party to
comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. 

  
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 ARTICLE VI 

REMEDIES 
 SECTION 6.1. Certain
Remedies. If any Event of Default shall have occurred and be continuing: 
 (a) The Secured Party may exercise in respect
of the Intellectual Property Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a Secured Party on default under the UCC (whether or not the UCC applies to the
affected Intellectual Property Collateral) and also may 
 (i) take possession of any Intellectual Property Collateral not
already in its possession without demand and without legal process; 
 (ii) require the Grantor to, and the Grantor hereby
agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Intellectual Property Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated
by the Secured Party that is reasonably convenient to both parties; 
 (iii) enter onto the property where any Intellectual
Property Collateral is located and take possession thereof without demand and without legal process; 
 (iv) without notice
except as specified below, lease, license, sell or otherwise dispose of the Intellectual Property Collateral or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice to the Grantor of
the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of Intellectual Property Collateral regardless of notice
of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so
adjourned. 
 (b) All Cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other
realization upon, all or any part of the Intellectual Property Collateral shall be applied (after payment of any amounts payable to the Secured Party pursuant to Clause 15.3 (Enforcement) of the Loan Agreement) by the Secured Party against all
or any part of the Obligations in such order and manner as the Secured Party shall elect, consistent with the provisions of the Loan Agreement. In the event that the proceeds of any such sale, collection or realization are insufficient to pay all
amounts to which the Secured Party is legally entitled, the Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Finance Document for interest on overdue principal thereof or such
other rate as shall be fixed by applicable law, together with the reasonable costs of collection and the reasonable fees, costs, expenses and other charges of any attorneys employed by the Secured Party to collect such deficiency. 

(c) The Secured Party may 

(i) transfer all or any part of the Intellectual Property Collateral into the name of the Secured Party or its nominee, with or
without disclosing that such Intellectual Property Collateral is subject to the Lien hereunder, 
 (ii) notify the parties
obligated on any of the Intellectual Property Collateral to make payment to the Secured Party of any amount due or to become due thereunder, 

(iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Intellectual Property Collateral Account;


  
 13 








 (iv) enforce collection of any of the Intellectual Property Collateral by suit or
otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, 

(v) endorse any checks, drafts, or other writings in the Grantor’s name to allow collection of the Intellectual Property
Collateral, 
 (vi) take control of any Proceeds of the Intellectual Property Collateral, and 

(vii) execute (in the name, place and stead of the Grantor) endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Intellectual Property Collateral. 
 SECTION 6.2. Compliance with
Restrictions. The Grantor agrees that in any sale of any of the Intellectual Property Collateral whenever an Event of Default shall have occurred and be continuing, the Secured Party is hereby authorized to comply with any limitation or
restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers,
require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with
a view to the distribution or resale of such Intellectual Property Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and the Grantor further agrees that such
compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable nor accountable to the Grantor for any discount allowed by the reason of the fact
that such Intellectual Property Collateral is sold in compliance with any such limitation or restriction. 
 SECTION 6.3. Protection of
Intellectual Property Collateral. The Secured Party may from time to time, at its option, perform any act which the Grantor fails to perform after being requested in writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the Secured Party may from time to time take any other action which the Secured Party deems necessary for the maintenance, preservation or protection of any of the
Intellectual Property Collateral or of its security interest therein. 
 ARTICLE VII 

MISCELLANEOUS PROVISIONS 
 SECTION
7.1. Finance Document. This IP Security Agreement is a Finance Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and
provisions thereof, including Sections 11 and 12 thereof. 
 SECTION 7.2. Binding on Successors, Transferees and Assigns; Assignment.
This IP Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantor and its successors, transferees and assigns and shall inure to the benefit of and be enforceable by the
Secured Party and its successors, transferees and assigns; provided that the Grantor will not (unless otherwise permitted under the terms of the Loan Agreement or this IP Security Agreement) assign or otherwise transfer or delegate this IP
Security Agreement, or any of its obligations 

  
 14 








 
hereunder, without the prior written consent of the Secured Party, and any such purported assignment, transfer or delegation without such prior written consent of the Secured Party (unless
otherwise permitted under the terms of the Loan Agreement or this IP Security Agreement) shall be null and void ab initio and of no force and effect. 

SECTION 7.3. Amendments, etc. No amendment to or waiver of any provision of this IP Security Agreement, nor consent to any departure by
the Grantor from its obligations under this IP Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Secured Party and the Grantor and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. 
 SECTION 7.4. Notices. All notices and other communications
provided for hereunder shall be in writing or by facsimile and addressed, delivered or transmitted to the appropriate party at the address or facsimile number of such party specified in the Loan Agreement or at such other address or facsimile number
as may be designated by such party in a notice to the other party. Any notice or other communication, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when
received; any such notice or other communication, if transmitted by facsimile, shall be deemed given when transmitted and electronically confirmed. 

SECTION 7.5. Release of Liens. Upon (a) the sale (provided that, for the avoidance of doubt, as used in this Section 7.5, the
term “sale” shall not include the granting or transfer of any licenses or other rights of use or similar rights or benefits) to a non-Obligor of any of the Intellectual Property Collateral solely as and to the extent expressly permitted
under the Loan Agreement, or (b) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (i) in the case of clause (a) of this Section 7.5, such Intellectual
Property Collateral so sold; provided that the security interests granted herein shall not terminate with respect to any of the Proceeds of such sale of such Intellectual Property Collateral, or (ii) in the case of clause (b) of this
Section 7.5, all of the Intellectual Property Collateral. Upon any such termination of security interests as described in the immediately preceding sentence, the Secured Party will, at the Grantor’s sole expense, deliver to the Grantor,
without any representations, warranties or recourse of any kind whatsoever, all Intellectual Property Collateral (if any) physically held by the Secured Party hereunder that is released pursuant to such termination (subject, in each case, to the
terms and limitations contained in this Section 7.5), and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. 

SECTION 7.6. No Waiver; Remedies. In addition to, and not in limitation of Section 2.5, no failure on the part of the
Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 7.7. Headings. The
various headings of this IP Security Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this IP Security Agreement or any provisions thereof. 

SECTION 7.8. Severability. Any provision of this IP Security Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this IP Security Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. 
 SECTION 7.9. Governing Law, Entire Agreement, etc. THIS IP SECURITY AGREEMENT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CHOICE OF 

  
 15 








 
LAW PROVISIONS THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION), EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION, AND PRIORITY
OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR INTELLECTUAL PROPERTY COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. This IP Security Agreement and the other Finance
Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect thereto. 

SECTION 7.10. Counterparts. This IP Security Agreement may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this IP Security Agreement by facsimile shall be effective as delivery of a
manually executed counterpart of this IP Security Agreement. 
 SECTION 7.11. Other Finance Documents. Without limiting any of the
rights, remedies, privileges or benefits provided hereunder to the Secured Party for its benefit, the Grantor and the Secured Party hereby agree that the terms and provisions of this IP Security Agreement in respect of any Intellectual Property
Collateral subject to the pledge or other Lien of any Finance Document governed by a jurisdiction located outside of the United States of America are, and shall be deemed to be, supplemental and in addition to the rights, remedies, privileges and
benefits provided to the Secured Party under such other Finance Document and under applicable law to the extent consistent with applicable law; provided that, in the event that the terms of this IP Security Agreement conflict or are
inconsistent with the applicable other Finance Document or applicable law governing such other Finance Document, (i) to the extent that the provisions of such other Finance Document or applicable law of any jurisdiction located outside of the
United States of America are, under applicable law of any such non-United States jurisdiction, necessary for the creation, perfection or priority of the security interests in the Intellectual Property Collateral subject to such other Finance
Document, the terms of such other Finance Document shall be controlling and (ii) otherwise, the terms of this IP Security Agreement shall be controlling. 

IN WITNESS WHEREOF, each of the parties hereto has caused this IP Security Agreement to be duly executed and delivered by its Authorized Officer as of the
date first above written. 

  
 16 








 
			
	AFFIMED THERAPEUTICS AG
		
	 By:
	 	 
		 	 Name:

		 	 Title:



  

			
	 PCOF 1, LLC,

as Secured Party

		
	 By:
	 	 
		 	 Name:

		 	 Title:




  
 17 








 SCHEDULE I 

to IP Security Agreement 

Excluded Intellectual Property Collateral 

Trademark “TANDAB” for AFM11 and AFM13 
  

													
	 Country
	  	Status	 	  	Application No.	 	  	Registration No.	 
	 Germany
	  	 	Registered	  	  	 	30623328,2	  	  	 	30623328	  
	 Europe (CTM)
	  	 	Registered	  	  	 	005040738	  	  	 	005040738	  
	 USA
	  	 	Registered	  	  	 	IR 920 199	  	  	 	IR 920 199	  

 Patents for AFM11 
  

	 	1.	“Multivalent antibody constructs” (TandAb) [inlicensed] 

 Application discloses
bivalent and tetravalent Fv antibody constructs (TandAb); constructs can be monospecific, bi- or multispecific. Each molecule comprises four variable domains linked by linker 1, 2, and 3 which can differ in length; general diagnostic and therapeutic
use, in particular for viral, bacterial or tumoral disease is mentioned 
 Patent term: May 5, 2019 

Granted in: Europe, USA, Japan, Australia, Canada 
  

	 	2.	“TandAb – New domain order” (TandAb) 

 Application covers TandAbs having a
different domain order. In contrast to first TandAb application various specificities and medical uses are disclosed; exemplified are CD3xCD19 and HSAxCD3 TandAbs 

Filing date: February 25, 2010 

Status: pending 
 Patents for AFM13 

 

	 	1.	“Multivalent antibody constructs” (TandAb) [inlicensed] 

 Application discloses
bivalent and tetravalent Fv antibody constructs (TandAb); constructs can be monospecific, bi- or multispecific. Each molecule comprises four variable domains linked by linker 1, 2, and 3 which can differ in length; general diagnostic and therapeutic
use, in particular for viral, bacterial or tumoral disease is mentioned 
 Patent term: May 5, 2019 

  
 18 








 Granted in: Europe, USA, Japan, Australia, Canada 

 

	 	2.	“Anti-CD16A binding molecules” 

 The invention relates to anti-CD16A binding molecules
which are not binding to CD16B; various bispecific antibodies or different antibody formats and their medical uses are disclosed 
 Filing
date: May 26, 2006 (term possible to 2026) 
 Status: pending in Europe, USA, Australia, Canada, China, Russia, India, Brazil 

 

	 	3.	“CD16xCD30” [inlicensed] 

 Patent relates to bispecific CD16xCD30 Fv antibodies useful
for the lysis of CD30 expressing cells (such as HL); exemplified are diabodies; not limited to particular format 
 Patent term:
August 2, 2020 
 Granted in: Europe 
  

	 	1.	“Multivalent antibody constructs” (TandAb) 

  

							
	 Country
	  	Status	  	Application No.	  	Publication/Patent No.
	 Germany
	  	Pending	  	198 19 846.9	  	DE19819846
	 Europe

nationalized in AT,BE,CH,DK,FR,DE,GB,IT,ES,NL,SE
	  	Granted	  	99 932 626.7	  	EP 1 078 004
	 USA
	  	Granted	  	09/674 794	  	7,129,330
	 USA-DIV I
	  	Granted	  	11/546,262	  	7,507,796
	 USA-DIV II
	  	Granted	  	12/367,219	  	8,148,496
	 Japan
	  	Granted	  	2000-547118	  	JP4431277
	 Australia
	  	Granted	  	2003203868	  	AU2003203868
	 Canada
	  	Granted	  	2 331 641	  	CA2 331 641


  
 19 









	 	2.	“TandAb – New domain order” (TandAb) 

  

							
	 Country
	  	Status	  	Application No.	  	Publication/Patent No.
	 Europe I
	  	Pending	  	10 154751	  	EP2361936
	 Europe II
	  	Pending	  	11 156 113	  	EP2371866
	 USA

(provisional)
	  	Abandoned	  	61/308,205	  	
	 USA

(regular)
	  	Pending	  	13/034,920	  	US2011-0206672
	 USA – DIV
	  	Pending	  	13/727,059	  	US2013-0189263
	 PCT-Internat
	  	Completed	  	PCT/EP2011/062673	  	WO2013/013700
	 Australia
	  	Pending	  	2011373925	  	
	 Brazil
	  	Pending	  	11 2014 0015732	  	
	 Canada
	  	Pending	  	2,842,649	  	
	 China
	  	Pending	  	201180072477.5	  	
	 Japan
	  	Pending	  	2014-520541	  	
	 Mexico
	  	Pending	  	MX/a/2014/000816	  	
	 Russia
	  	Pending	  	2013157040	  	

  

	 	3.	“Anti-CD16A binding molecules” 

  

							
	 Country
	  	Status	  	Application No.	  	Publication/Patent No.
	 Great Britain
	  	Pending	  	0510790.9	  	
	 PCT-Appl Nationalized in

US,JP,AU,CA,CN,RU,IN,BR,EP
	  	Completed	  	PCT/EP2006/005057	  	WO2006125668
	 USA
	  	Pending	  	11/921,123	  	US2009-0214574
	 Japan
	  	Granted	  	2008-512781	  	JP 5430928
	 Australia
	  	Granted	  	2006251283	  	AU2006251283
	 Canada
	  	Pending	  	2609593	  	CA2609593
	 China
	  	Pending	  	200680018364	  	CN101583625
	 Russia
	  	Granted	  	2007144680	  	RU2491294
	 India
	  	Granted	  	1966/MUMNP/2007	  	


  
 20 









							
	 Brazil
	  	Pending	  	PI0611194-7	  	BRPI0611194-7
	 Europe
	  	Granted	  	6753913.0	  	EP1888645
	 Europe-Div
	  	Pending	  	11190768.9	  	EP2450380

  

	 	4.	CD16xCD30” 

  

							
	 Country
	  	Status	  	Application Number	  	Publication/Patent No.
	 Germany
	  	Abandoned	  	199 37 264.0	  	DE19937264
	 Europe

nationalized in AT, BE, CH, DE, FR, ES, GB, IE, IT NL
	  	Granted	  	00 958 214.9	  	EP1206555
	 USA
	  	Abandoned	  	10/049,404	  	

 Bispecific CD33 and CD3 Binding Proteins (in collaboration with industry partner) 

 

					
	 Country
	  	Status	  	Application No.
	 USA
	  	Provisional	  	62/019,795


  
 21 








 SCHEDULE II 

to IP Security Agreement 
 Item A. Patents

  

									
	Issued Patents
					
	 Country
	  	 Patent No.
	  	 Issue Date
	  	 Inventor(s)
	  	 Title

	 USA
	  	US 7,812,136	  		  		  	Anti- GPIIb/IIIa antibodies (co-owned) (will not be maintained)
	 USA
	  	US 8,455,627	  		  		  	Anti- GPIIb/IIIa antibodies (co-owned) (will not be maintained)
	 USA
	  	US 7,901,677	  		  		  	Use of an antibody against the laminin receptor for tumor diagnostic and therapy
	 USA
	  	US 7,507,797	  		  		  	scFv acting against 37 kDA/67 kDA laminin receptor for prion disease and tumor therapy

  

									
	Pending Patent Applications
					
	 Country
	  	 Serial No.
	  	 Filing Date
	  	 Inventor(s)
	  	 Title

	 USA
	  	10/489,626	  		  		  	Multimeric single chain tandem Fv-Antibodies “Flexibodies”
	 USA
	  	10/527,346	  		  		  	Human CD3-specific antibody with immuno-suppressive activity


  
 22 









									
	Patent Applications In Preparation
					
	 Country
	  	 Docket No.
	  	 Expected Filing Date
	  	 Inventor(s)
	  	 Title

					
	 None.
	  		  		  		  	

 Item B. Patent Licenses 
  

											
	 Country or Territory
	  	 Licensor
	  	 Licensee
	  	 Effective
Date
	  	 Expiration
Date
	  	 Subject Matter

	 None.
	  		  		  		  		  	


  
 23 








 SCHEDULE III 

to IP Security Agreement 
 Item A.
Trademarks 
  

							
	 	  	Registered Trademarks
	 Country
	  	Trademark	  	Registration No.	  	Registration Date
	 None.
	  		  		  	

  

							
	 	  	Pending Trademark Applications
	 Country
	  	Trademark	  	Serial No.	  	Filing Date
	 None.
	  		  		  	

  

									
	 	  	Trademark Applications In Preparation
	 Country
	  	Trademark	  	Docket No.	  	Expected
Filing Date	  	Products/
Services
	 None.
	  		  		  		  	

 Item B. Trademark Licenses 
  

											
	 Country or

Territory
	  	Trademark	  	Licensor	  	Licensee	  	Effective
Date	  	Expiration
Date
	 None.
	  		  		  		  		  	


  
 24 








 SCHEDULE IV 

to IP Security Agreement 
 Item A.
Copyrights/Mask Works 
  

									
	 	  	Registered Copyrights/Mask Works
	 Country
	  	Registration No.	  	Registration Date	  	Author(s)	  	Title
	 None.
	  		  		  		  	

  

									
	 	  	Copyright/Mask Work Pending Registration Applications
	 Country
	  	Serial No.	  	Filing Date	  	Author(s)	  	Title
	 None.
	  		  		  		  	

  

									
	 	  	Copyright/Mask Work Registration Applications In Preparation
	 Country
	  	Docket No.	  	Expected
Filing Date	  	Author(s)	  	Title
	 None.
	  		  		  		  	

 Item B. Copyright/Mask Work Licenses 

None. 

  
 25 








 SCHEDULE V 

to IP Security Agreement 
 Trade
Secret or Know-How Licenses 
 None. 

  
 26 








 SCHEDULE 24 

EXHIBIT A 
 to IP Security Agreement

 PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT, dated as of
                    , 2014 (as amended or otherwise modified from time to time, this “Agreement”), is made by Affimed
Therapeutics AG, a German stock corporation (the “Grantor”), in favor of PCOF 1, LLC, a Delaware limited liability company, as the secured party (together with its transferees, successors and assigns, collectively, the
“Secured Party”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to that certain Term Facility Agreement, dated as of July 24, 2014, by and between the Grantor, as borrower, and the
Secured Party, as lender (as amended or otherwise modified from time to time, the “Loan Agreement”), the Secured Party has agreed to make available certain Loans to the Grantor, on the terms and subject to the conditions contained
therein; and 
 WHEREAS, in connection with the Loan Agreement, the Grantor has executed and delivered an IP Security Agreement, dated as of
July 24, 2014 (as amended or otherwise modified from time to time, the “IP Security Agreement”); 
 WHEREAS, pursuant
to the Loan Agreement and pursuant to clause (e) of Section 4.2 of the IP Security Agreement, the Grantor is required to execute and deliver this Agreement and to grant to the Secured Party a continuing security interest in all of the
Patent Collateral (as defined below) to secure all of the Obligations; and 
 WHEREAS, the Grantor has duly authorized the execution,
delivery and performance of this Agreement; and 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Grantor agrees, for the benefit of the Secured Party, as follows: 
 SECTION 1. Definitions. Unless
otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the IP Security Agreement. 

SECTION 2. Grant of Security Interest. The Grantor hereby assigns, pledges, hypothecates, charges, mortgages, delivers, and transfers
to the Secured Party, for its benefit, and hereby grants to the Secured Party, for its benefit, a continuing security interest in all of the following property, whether now or hereafter existing or acquired by the Grantor (the “Patent
Collateral”): 
 (a) all of its letters patent and applications for letters patent in the United States of America,
including all patent applications in preparation for filing and each patent and patent application referred to in Item A of Schedule I attached hereto; 

(b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the items
described in clause (a); 

  
 A-1 








 (c) all of its patent licenses, and other agreements providing the Grantor with
the right to use any items of the type referred to in clauses (a) and (b) above, including each patent license referred to in Item B of Schedule I attached hereto; and 

(d) all Proceeds of, and rights associated with, the foregoing (including license royalties and Proceeds of infringement
suits), the right to sue third parties for past, present or future infringements of any patent or patent application, and for breach or enforcement of any patent license. 

SECTION 3. IP Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of registering the
security interest of the Secured Party in the Patent Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to
the Secured Party for its benefit under the IP Security Agreement. The IP Security Agreement (and all rights and remedies of the Secured Party and the Secured Party thereunder) shall remain in full force and effect in accordance with its terms. 

SECTION 4. Release of Liens. Upon (a) the sale (provided that, for the avoidance of doubt, as used in this Section 4, the term
“sale” shall not include the granting or transfer of any licenses or other rights of use or similar rights or benefits) to a non-Obligor of any of the Patent Collateral solely as and to the extent expressly permitted under the Loan
Agreement, or (b) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (i) in the case of clause (a) of this Section 4, such Patent Collateral so sold; provided that the
security interests granted herein shall not terminate with respect to any of the Proceeds of such sale of such Patent Collateral) or (ii) in the case of clause (b) of this Section 4, all of the Patent Collateral. Upon any such termination of
security interests as described in the immediately preceding sentence, the Secured Party will, at the Grantor’s sole expense, deliver to the Grantor, without any representations, warranties or recourse of any kind whatsoever, all Patent
Collateral (if any) physically held by the Secured Party hereunder that is released pursuant to such termination (subject, in each case, to the terms and limitations contained in this Section 4), and execute and deliver to the Grantor such documents
as the Grantor shall reasonably request to evidence such termination. 
 SECTION 5. Acknowledgment. The Grantor does hereby further
acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the IP Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 
 SECTION 6. Finance
Document. This Agreement is a Finance Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including
Sections 11 and 12 thereof. 
 SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 
 * * * * * 

  
 A-2 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by its
Authorized Officer as of the date first above written. 
  

			
	AFFIMED THERAPEUTICS AG
		
	By:	 	  

		 	Name:
		 	Title:
	
	 PCOF 1, LLC,
 as Secured
Party

		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 








 SCHEDULE I 

to Patent Security Agreement 
 Item A.
Patents 
  

									
	Issued Patents	  	 	  	 	  	 
	 Country
	  	Patent No.	  	Issue Date	  	Inventor(s)	  	Title

  

									
	Pending Patent Applications
	 Country
	  	Serial No.	  	Filing Date	  	Inventor(s)	  	Title

  

									
	Patent Applications in Preparation
	 Country
	  	Docket No.	  	Expected
Filing Date	  	Inventor(s)	  	Title

 Item B. Patent Licenses 

 

											
	 Country or

Territory
	  	Licensor	  	Licensee	  	Effective
Date	  	Expiration
Date	  	Subject Matter

  

  
 A-4 








 EXHIBIT B 

to IP Security Agreement 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT, dated as of             , 2014 (as
amended or otherwise modified from time to time, this “Agreement”), is made by Affimed Therapeutics AG, a German stock corporation (the “Grantor”), in favor of PCOF 1, LLC, a Delaware limited liability company, as
the secured party (together with its transferees, successors and assigns, collectively, the “Secured Party”). 
 W I T N
E S S E T H: 
 WHEREAS, pursuant to that certain Term Facility Agreement, dated as of July 24, 2014, by and between the Grantor,
as borrower, and the Secured Party, as lender (as amended or otherwise modified from time to time, the “Loan Agreement”), the Secured Party has agreed to make available certain Loans to the Grantor, on the terms and subject to the
conditions contained therein; and 
 WHEREAS, in connection with the Loan Agreement, the Grantor has executed and delivered a Pledge and IP
Security Agreement, dated as of July, 24 2014 (as amended or otherwise modified from time to time, the “IP Security Agreement”); 

WHEREAS, pursuant to the Loan Agreement and pursuant to clause (e) of Section 4.2 of the IP Security Agreement, the Grantor is
required to execute and deliver this Agreement and to grant to the Secured Party a continuing security interest in all of the Trademark Collateral (as defined below) to secure all Obligations; and 

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of the Secured Party, as follows: 
 SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the IP Security Agreement. 

SECTION 2. Grant of Security Interest. The Grantor hereby assigns, pledges, hypothecates, charges, mortgages, delivers, and transfers
to the Secured Party, for its benefit, and hereby grants to the Secured Party, for its benefit, a continuing security interest in all of the following property, whether now or hereafter existing or acquired by the Grantor (the “Trademark
Collateral”): 
 (a) (i) all of its Trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, certification marks, collective marks, logos and other source or business identifiers, and all goodwill of the business associated therewith, now existing or hereafter adopted or acquired
including those referred to in Item A of Schedule I hereto, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including
registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of America or any State thereof or any other 







 
country or political subdivision thereof or otherwise, and all common-law rights relating to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing
(collectively referred to as the “Trademark”); 
 (b) all Trademark licenses for the grant by or to the
Grantor of any right to use any Trademark, including each Trademark license referred to in Item B of Schedule I hereto; 

(c) all of the goodwill of the business connected with the use of, and symbolized by the items described in, clause (a), and to
the extent applicable clause (b); 
 (d) the right to sue third parties for past, present and future infringements of any
Trademark Collateral described in clause (a) and, to the extent applicable, clause (b); and 
 (e) all Proceeds of, and
rights associated with, the foregoing, including any claim by the Grantor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill
associated with the use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout the world. 

SECTION 3. IP Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of registering the
security interest of the Secured Party in the Trademark Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted
to the Secured Party for its benefit under the IP Security Agreement. The IP Security Agreement (and all rights and remedies of the Secured Party and the Secured Party thereunder) shall remain in full force and effect in accordance with its terms.

 SECTION 4. Release of Liens. Upon (a) the sale (provided that, for the avoidance of doubt, as used in this Section 4, the term
“sale” shall not include the granting or transfer of any licenses or other rights of use or similar rights or benefits) to a non-Obligor of any of the Trademark Collateral solely as and to the extent expressly permitted under the Loan
Agreement, or (b) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (i) in the case of clause (a) of this Section 4, such Trademark Collateral so sold; provided that the
security interests granted herein shall not terminate with respect to any of the Proceeds of such sale of such Trademark Collateral) or (ii) in the case of clause (b) of this Section 4, all of the Trademark Collateral. Upon any such termination of
security interests as described in the immediately preceding sentence, the Secured Party will, at the Grantor’s sole expense, deliver to the Grantor, without any representations, warranties or recourse of any kind whatsoever, all Trademark
Collateral (if any) physically held by the Secured Party hereunder that is released pursuant to such termination (subject, in each case, to the terms and limitations contained in this Section 4), and execute and deliver to the Grantor such documents
as the Grantor shall reasonably request to evidence such termination. 
 SECTION 5. Acknowledgment. The Grantor does hereby further
acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the IP Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 
 SECTION 6. Finance
Document. This Agreement is a Finance Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including
Sections 11 and 12 thereof. 
 SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 

* * * * * 

  
 B-2 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by
Authorized Officer as of the date first above written. 
  

			
	AFFIMED THERAPEUTICS AG
		
	By:	 	  

		 	Name:
		 	Title:
	
	 PCOF 1, LLC,
 as Secured
Party

		
	By:	 	  

		 	Name:
		 	Title:



  
 B-3 








 SCHEDULE I 

to Trademark Security Agreement 
 Item A.
Trademarks 
  

							
	 	  	Registered Trademarks
	 Country
	  	Trademark	  	Registration No.	  	Registration Date

  

							
	 	  	Pending Trademark Applications
	 Country
	  	Trademark	  	Serial No.	  	Filing Date

  

									
	 	  	Trademark Applications in Preparation
	 Country
	  	Trademark	  	Docket No.	  	Expected
Filing Date	  	Products/
Services

 Item B. Trademark Licenses 

 

											
	 Country or Territory
	  	Trademark	  	Licensor	  	Licensee	  	Effective
Date	  	Expiration
Date

  

  
 B-4 








 EXHIBIT C 

to IP Security Agreement 

COPYRIGHT SECURITY AGREEMENT 

This COPYRIGHT SECURITY AGREEMENT, dated as of             , 2014 (as
amended or otherwise modified from time to time, this “Agreement”), is made by Affimed Therapeutics AG, a German stock corporation (the “Grantor”), in favor of PCOF 1, LLC, a Delaware limited liability company, as
the secured party (together with its transferees, successors and assigns, collectively, the “Secured Party”). 
 W I T N
E S S E T H: 
 WHEREAS, pursuant to that certain Term Facility Agreement, dated as of July 24, 2014, by and between the Grantor,
as borrower, and the Secured Party, as lender (as amended or otherwise modified from time to time, the “Loan Agreement”), the Secured Party has agreed to make available certain Loans to the Grantor, on the terms and subject to the
conditions contained therein; and 
 WHEREAS, in connection with the Loan Agreement, the Grantor has executed and delivered a Pledge and IP
Security Agreement, dated as of July, 24 2014 (as amended or otherwise modified from time to time, the “IP Security Agreement”); 

WHEREAS, pursuant to the Loan Agreement and pursuant to clause (e) of Section 4.2 of the IP Security Agreement, the Grantor is
required to execute and deliver this Agreement and to grant to the Secured Party a continuing security interest in all of the Copyright Collateral (as defined below) to secure all Obligations; and 

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of the Secured Party, as follows: 
 SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the IP Security Agreement. 

SECTION 2. Grant of Security Interest. The Grantor hereby assigns, pledges, hypothecates, charges, mortgages, delivers, and transfers
to the Secured Party, for its benefit, and hereby grants to the Secured Party, for its benefit, a continuing security interest in all of the following (the “Copyright Collateral”), whether now or hereafter existing or acquired by
the Grantor: all copyrights of the Grantor, whether statutory or common law, registered or unregistered and whether published or unpublished, now or hereafter in force throughout the world including all of the Grantor’s right, title and
interest in and to all copyrights registered in the United States Copyright Office and also including the copyrights referred to in Item A of Schedule I hereto, and registrations and recordings thereof and all applications for
registration thereof, whether pending or in preparation, all copyright licenses, including each copyright license referred to in Item B of Schedule I hereto, the right to sue for past, present and future infringements of any of the
foregoing, all rights corresponding thereto, all extensions and renewals of any thereof and all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit. 

  
 Annex 1 








 SECTION 3. IP Security Agreement. This Agreement has been executed and delivered by the
Grantor for the purpose of registering the security interest of the Secured Party in the Copyright Collateral with the United States Copyright Office. The security interest granted hereby has been granted as a supplement to, and not in limitation
of, the security interest granted to the Secured Party for its benefit under the IP Security Agreement. The IP Security Agreement (and all rights and remedies of the Secured Party and the Secured Party thereunder) shall remain in full force and
effect in accordance with its terms. 
 SECTION 4. Release of Liens. Upon (a) the sale (provided that, for the avoidance of
doubt, as used in this Section 4, the term “sale” shall not include the granting or transfer of any licenses or other rights of use or similar rights or benefits) to a non-Obligor of any of the Copyright Collateral solely as and to
the extent expressly permitted under the Loan Agreement, or (b) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (i) in the case of clause (a) of this
Section 4, such Copyright Collateral so sold; provided that the security interests granted herein shall not terminate with respect to any of the Proceeds of such sale of such Copyright Collateral) or (ii) in the case of clause (b) of
this Section 4, all of the Copyright Collateral. Upon any such termination of security interests as described in the immediately preceding sentence, the Secured Party will, at the Grantor’s sole expense, deliver to the Grantor, without any
representations, warranties or recourse of any kind whatsoever, all Copyright Collateral (if any) physically held by the Secured Party hereunder that is released pursuant to such termination (subject, in each case, to the terms and limitations
contained in this Section 4), and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. 

SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Party
with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the IP Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein. 
 SECTION 6. Finance Document. This Agreement is a Finance Document executed pursuant to the
Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Sections 10 and 11 thereof. 

SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same agreement. 
 * * * * * 

  
 Annex 2 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by its
Authorized Officer as of the date first above written. 
  

			
	AFFIMED THERAPEUTICS AG
		
	By:	 	  

		 	Name:
		 	Title:
	
	 PCOF 1, LLC,
 as Secured
Party

		
	By:	 	  

		 	Name:
		 	Title:



  
 Annex 3 








 Schedule I 

to Copyright Security Agreement 
 Item A.
Copyrights/Mask Works 
  

									
	 	  	Registered Copyrights/Mask Works
	 Country
	  	Registration No.	  	Registration Date	  	Author(s)	  	Title

  

									
	 	  	Copyright/Mask Work Pending Registration Applications
	 Country
	  	Serial No.	  	Filing Date	  	Author(s)	  	Title
		
	 	  	Copyright/Mask Work Registration Applications In Preparation
	 Country
	  	Docket No.	  	Expected 
Filing Date	  	Author(s)	  	Title

 Item B. Copyright/Mask Work Licenses 

 

									
	 Country or Territory
	  	Licensor	  	Licensee	  	Effective
Date	  	Expiration
Date


  
 Annex 4 








 SCHEDULE 24-PART II 

PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT, dated as of July 24, 2014 (as amended or otherwise modified from time to time, this
“Agreement”), is made by Affimed Therapeutics AG, a German stock corporation (the “Grantor”), in favor of PCOF 1, LLC, a Delaware limited liability company, as the secured party (together with its transferees,
successors and assigns, collectively, the “Secured Party”). 
 W I T N E S
S E T H: 
 WHEREAS, pursuant to that certain Term Facility Agreement, dated as of July 24, 2014, by and
between the Grantor, as borrower, and the Secured Party, as lender (as amended or otherwise modified from time to time, the “Loan Agreement”), the Secured Party has agreed to make available certain Loans to the Grantor, on the terms
and subject to the conditions contained therein; and 
 WHEREAS, in connection with the Loan Agreement, the Grantor has executed and
delivered an IP Security Agreement, dated as of July 24, 2014 (as amended or otherwise modified from time to time, the “IP Security Agreement”); 

WHEREAS, pursuant to the Loan Agreement and pursuant to clause (e) of Section 4.2 of the IP Security Agreement, the Grantor is
required to execute and deliver this Agreement and to grant to the Secured Party a continuing security interest in all of the Patent Collateral (as defined below) to secure all of the Obligations; and 

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of the Secured Party, as follows: 
 SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the IP Security Agreement. 

SECTION 2. Grant of Security Interest. The Grantor hereby assigns, pledges, hypothecates, charges, mortgages, delivers, and transfers
to the Secured Party, for its benefit, and hereby grants to the Secured Party, for its benefit, a continuing security interest in all of the following property, whether now or hereafter existing or acquired by the Grantor (the “Patent
Collateral”): 
 (a) all of its letters patent and applications for letters patent in the United States of America,
including all patent applications in preparation for filing and each patent and patent application referred to in Item A of Schedule I attached hereto; 

(b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the items
described in clause (a); 
 (c) all of its patent licenses, and other agreements providing the Grantor with the right
to use any items of the type referred to in clauses (a) and (b) above, including each patent license referred to in Item B of Schedule I attached hereto; and 

(d) all Proceeds of, and rights associated with, the foregoing (including license royalties and Proceeds of infringement
suits), the right to sue third parties for past, present or future infringements of any patent or patent application, and for breach or enforcement of any patent license. 

SECTION 3. IP Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of registering the
security interest of the Secured Party in the Patent Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to
the Secured Party for its benefit under the IP Security Agreement. The IP Security Agreement (and all rights and remedies of the Secured Party and the Secured Party thereunder) shall remain in full force and effect in accordance with its terms. 

SECTION 4. Release of Liens. Upon (a) the sale (provided that, for the avoidance of doubt, as used in this
Section 4, the term “sale” shall not include the granting or transfer of any licenses or other rights of use or similar rights or benefits) to a non-Obligor of any of the Patent Collateral solely as and to the extent expressly
permitted under the Loan Agreement, or (b) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (i) in the case of clause (a) of this Section 4,
such Patent Collateral so sold; provided that the security interests granted herein shall not terminate with respect to any of the Proceeds of such sale of such Patent Collateral) or (ii) in the case of clause (b) of this
Section 4, all of the Patent Collateral. Upon any such termination of security interests as described in the immediately preceding sentence, the Secured Party will, at the Grantor’s sole expense, deliver to the Grantor, without any
representations, warranties or recourse of any kind whatsoever, all Patent Collateral (if any) physically held by the Secured Party hereunder that is released pursuant to such termination (subject, in each case, to the terms and limitations
contained in this Section 4), and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. 







 SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the
rights and remedies of the Secured Party with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the IP Security Agreement, the terms and provisions of which (including the remedies provided for
therein) are incorporated by reference herein as if fully set forth herein. 
 SECTION 6. Finance Document. This Agreement is a
Finance Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Sections 11 and 12 thereof. 

SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same agreement. 
 * * * * * 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by its Authorized Officer as of the date first
above written. 
  

			
	AFFIMED THERAPEUTICS AG
		
	By:	 	  

		 	Name:
		 	Title:
	
	 PCOF 1, LLC,
 as Secured
Party

		
	By:	 	  

		 	Name:
		 	Title:









 SCHEDULE I 

to Patent Security Agreement 
 Item A.
Patents 
  

									
	 Issued Patents

					
	 Country
	 	Patent No.	 	Issue Date	 	Inventor(s)	 	Title
					
	 USA
	 	US 7,812,136	 		 		 	Anti- GPIIb/IIIa antibodies (co-owned) (will not be maintained)
					
	 USA
	 	US 8,455,627	 		 		 	Anti- GPIIb/IIIa antibodies (co-owned) (will not be maintained)
					
	 USA
	 	US 7,901,677	 		 		 	Use of an antibody against the laminin receptor for tumor diagnostic and therapy
					
	 USA
	 	US 7,507,797	 		 		 	scFv acting against 37 kDA/67 kDA laminin receptor for prion disease and tumor therapy

  

									
	 Pending Patent Applications

					
	 Country
	 	Serial No.	 	Filing Date	 	Inventor(s)	 	Title
					
	 USA
	 	10/489,626	 		 		 	Multimeric single chain tandem Fv-Antibodies “Flexibodies”
					
	 USA
	 	10/527,346	 		 		 	Human CD3-specific antibody with immuno-suppressive activity

  

									
	 Patent Applications In Preparation

					
	 Country
	 	Docket No.	 	Expected Filing Date	 	Inventor(s)	 	Title
					
	 None.
	 		 		 		 	

 Item B. Patent Licenses 
  

											
	 Country or

Territory
	 	Licensor	 	Licensee	 	Effective Date	 	Expiration Date	 	Subject Matter
						
	 None.
	 		 		 		 		 	








 SCHEDULE 25 

To [PCOF 1 LLC] 
 (“Perceptive”) 

 

			
	Date [•] 2014	  	[•]
 Advocaat

	Our ref.                 M21149758/1/20599951/tmf	  

 DRAFT 23 JULY; SUBJECT TO REVIEW OF DOCUMENTS AND PARTNER’S APPROVAL 

Dear Sir/Madam, 
 Affimed N.V. (the
“Company”) Warrant Agreement (the “Warrant Agreement”) 
  

	1	Introduction 

 I act as Dutch legal adviser (advocaat) to the Company in
connection with its entry into the Warrant Documents. 
 Certain terms used in this opinion are defined in Annex 1
(Definitions). 
  

	2	Dutch Law 

 This opinion is limited to Dutch law in effect on the date of this opinion.
It (including all terms used in it) is to be construed in accordance with Dutch law. 
  

	3	Scope of Inquiry 

 For the purpose of this opinion, I have examined, and relied upon the
accuracy of the factual statements in, the following documents: 
  

	3.1	A copy of: 

  

	 	(a)	The Facility Agreement signed by the Company; and 

  

	 	(b)	The Warrant Agreement signed by the Company. 









	3.2	A copy of: 

  

	 	(a)	the Company’s deed of incorporation, as provided by the Chamber of Commerce (Kamer van Koophandel) and the Deed of Conversion, containing the Company’s articles of association as in force at the time of
the issue of the Warrant Shares; 

  

	 	(b)	[the Board Regulations;] 

  

	 	(c)	the Trade Register Extract; 

  

	 	(d)	the Shareholders Register; and 

  

	 	(e)	each Corporate Resolution. 

  

	3.3	The form of the Deed of Issue. 

 In addition, I have obtained the following confirmations on the
date of this opinion: 
  

	3.4	Confirmation by telephone from the Chamber of Commerce that the Trade Register Extract is up to date. 


3.5 
  

	 	(a)	Confirmation by telephone from the court registry of the District Court of the place where the Company has its corporate seat, derived from that Court’s Insolvency Register; and 


 

	 	(b)	confirmation through www.rechtspraak.nl, derived from the segment for EU registrations of the Central Insolvency Register; 


in each case that the Company is not registered as being subject to Insolvency Proceedings. 

I have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to
in this paragraph 3. My examination has been limited to the text of the documents and I have not investigated the meaning and effect of any document governed by a law other than Dutch law under that other law. 








	4	Assumptions 

 For the purpose of this opinion, I have made the following assumptions:

 4.1 
  

	 	(a)	Each copy document conforms to the original and each original is genuine and complete. 

  

	 	(b)	Each signature is the genuine signature of the individual concerned. 

  

	 	(c)	Each confirmation referred to in this opinion is true. 

  

	 	(d)	The Deed of Issue will have been executed and delivered in the form referred to in this opinion. 

  

	4.2	The Warrant Agreement is within the capacity and powers of, and has been or will have been validly authorised, accepted, agreed and entered into and has been and will be duly performed by, each party other than the
Company. 

  

	4.3	The choice of Dutch law as the governing law of the Agreement applies to the submission to the jurisdiction of the Dutch courts pursuant to the Jurisdiction Clause. 


 

	4.4	Each Corporate Resolution: 

  

	 	(i)	has been validly passed and remains in full force and effect without modification; and 

  

	 	(ii)	complies with the requirements of reasonableness and fairness (redelijkheid en billijkheid). 


4.5 
  

	 	(a)	Each Warrant Document is within the capacity and powers of, and has been or will have been validly authorised, executed and delivered by, each party other than the Company. 


 

	 	(b)	The Deed of Issue will have been signed on behalf of the Company by two of its managing directors. 









	4.6	The Warrant Agreement and the Facility Agreement have been entered into and, where applicable, acceded to on an arm’s length basis. 


4.7 
  

	 	(a)	At the time of the adoption of the Warrant Managing Board Resolution and at the moment of entry into the Warrant Agreement, the Company’s authorised capital (for the avoidance of doubt, minus all than outstanding
Common Shares and minus then granted and validly outstanding rights to subscribe for Common Shares) was sufficient to allow for the issue of all Warrant Shares that may be subscribed for pursuant to the Warrant Agreement. At the time of the issue of
each Warrant Share, the Company’s authorised capital will be sufficient to allow for the issue. 

  

	 	(b)	The Warrant Shares will have been offered, issued and accepted by their subscribers in accordance with all applicable laws (including, for the avoidance of doubt, Dutch law). 


 

	 	(c)	Each Warrant Share will have been issued in the form and manner prescribed by the Company’s articles of association at the time of issue. 


 

	 	(d)	The Warrant Shares have been or will have been paid in accordance with each Warrant Document and on each Warrant Share always the nominal value shall have been or will have been paid up. 


 

	 	(e)	At the time when it entered into the Warrant Agreement, the Company did not possess inside information (voorwetenschap) in respect of the Company or the trade in the Common Shares. 


 

	 	(f)	At the time of the accession to the Facility Agreement by the Company, the Company was not listed on a regulated market or multilateral trading facility, nor had a request for listing on any such market been made.


  

	 	(g)	At the time of the issuance of the Warrant Shares the Company is listed on an exchange or multilateral trading facility as meant in section 2:86c(1) of the Dutch Civil Code. 


 

	5	Opinion 

 Based on the documents and confirmations referred to and the assumptions made
in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 







 
and to any matters not disclosed to me (including force (bedreiging), fraud (bedrog), undue influence (misbruik van omstandigheden) or a mistake (dwaling) in
connection with each Warrant Document and the issue of the Warrant Shares), I am of the following opinion: 
  

	5.1	The Company has been incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and upon the execution of the Deed of Conversion exists as a limited
liability company (naamloze vennootschap). 

 5.2 
  

	 	(a)	The Company has the corporate power to execute, deliver and perform each Warrant Document. 

  

	 	(b)	The Company has the corporate power to conduct any business which (i) falls within the objects clause in its articles of association and (ii) is in its corporate interest. 


 

	 	(c)	The Company has taken all necessary corporate action to authorise its execution, delivery and performance of the Warrant Agreement. 

  


	 	(d)	The Company has validly executed the Warrant Agreement. 

 5.3 

 

	 	(a)	The Company does not require any licence, dispensation, recognition or other governmental consent for its execution, delivery and performance of the Warrant Agreement. 


 

	 	(b)	There are no registration, filing or similar governmental formalities required to ensure the validity, binding effect on and enforceability against the Company of the Warrant Agreement. 


 

	5.4	The execution, delivery and performance of the Warrant Agreement by the Company does not violate Dutch law or the Company’s articles of association. 


5.5 
  

	 	(a)	The Warrant Agreement is valid, binding on and enforceable against the Company. 

  

	 	(b)	In proceedings in a Dutch court, according and subject to Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (OJ
2001, L 012, 1), the Jurisdiction Clause is valid, binding on and enforceable against the Company. 








 5.6 
  

	 	(a)	When issued pursuant to a validly signed Deed of Issue and upon payment in accordance with the Warrant Agreement, the Warrant Shares will have been validly issued and are fully paid and nonassessable1. 

  

	 	(b)	The statutory pre-emptive rights (voorkeursrechten) of the Company’s shareholders in relation to the issue of the Warrant Shares have been validly excluded. 


 

	6	Qualifications 

 This opinion is subject to the following qualifications: 

 

	6.1	This opinion is subject to any limitations arising from bankruptcy, suspension of payments, emergency measures, (other) Insolvency Proceedings or other laws relating to or affecting the rights of creditors


  

	6.2	The application of Dutch law as the governing law of the Warrant Agreement: 

  

	 	(a)	will not prevent effect being given to the overriding provisions of the law of a jurisdiction with which the situation has a close connection (and for this purpose “overriding provisions” are provisions the
respect for which is regarded as crucial by a jurisdiction for safeguarding its public interests to such an extent that they are applicable to any situation falling within their scope, irrespective of the law otherwise applicable to an agreement);
and 

  

	 	(b)	will not prevent regard having to be had to the law of the jurisdiction in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance


  

	6.3	The binding effect and enforceability of the Warrant Agreement may be affected by rules of Dutch law which generally apply to contractual arrangements like the Agreement, including (without limitation) the
requirements of reasonableness and fairness (redelijkheid en billijkheid) and rules relating to force majeure. 

  

 

	1 	In this opinion, “nonassessable” – which term has no equivalent in Dutch – means, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the
issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholdership. 









	6.4	The enforcement in the Netherlands of the Warrant Agreement and of foreign judgments is subject to Dutch rules of civil procedure. 


 

	6.5	The enforceability of the Warrant Agreement may be limited under the 1977 Sanction Act (Sanctiewet 1977) or otherwise by international sanctions. 


 

	6.6	In proceedings in a Dutch court for the enforcement of the Warrant Agreement, the court may mitigate amounts due in respect of litigation and collection costs. 


6.7 
  

	 	(a)	An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited
exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness.  


 

	 	(b)	A confirmation derived from an Insolvency Register does not provide conclusive evidence that an entity is not subject to Insolvency Proceedings. 


 

	6.8	I do not express any opinion on: 

  

	 	(a)	any taxation matters; nor on 

  

	 	(b)	any adjustment of the Exercise Price or the number of Warrant Shares. 

  

	7	Reliance 

  

	7.1	This opinion is addressed to and may be relied upon by Perceptive for the purpose of the Warrant Agreement and not by any other person or for any other purpose. 


 

	7.2	In relying on this opinion, Perceptive agrees that: 

  

	 	(a)	(except as set out in paragraph 7.3) it shall not supply this opinion, or disclose its contents or existence, to any person for any purpose; and 









	 	(b)	only De Brauw shall have any liability in connection with this opinion, the agreement in this paragraph 7.2 and all liability and other matters relating to this opinion shall be governed exclusively by Dutch law and the
Dutch courts shall have exclusive jurisdiction to settle any dispute relating to this opinion. 

  

	7.3	Perceptive may supply a copy of this opinion: 

  

	 	(a)	to any entity which acquires or may potentially acquire from it any rights and obligations under the Facility Agreement in accordance with the Facility Agreement within 6 months after the date of the Facility Agreement;


  

	 	(b)	to its legal advisers on a need-to-know basis; 

  

	 	(c)	to the extent required by law (including by legally binding regulation or by a binding order of a competent court or governmental authority) or to establish a defence in any proceeding before a competent court or
governmental authority provided that Perceptive: 

  

	 	(i)	to the extent permitted by law, has notified De Brauw as soon as reasonably possible that it believes that it may be required or necessary for it by law or necessary for it to establish a defence to disclose (or, if
prior notification is not permitted by law or has not reasonably been possible, that it has disclosed) this opinion; and 

  

	 	(ii)	in the case of disclosure required by law, upon De Brauw’s request, reasonably demonstrates that such disclosure is required by law; 


but, in each case, solely for information purposes (and not to be relied upon) and subject to the restrictions set out in paragraph 7.2. 

 

	
	 Yours faithfully,
 De Brauw Blackstone Westbroek
N.V.

	
	[•]








 Annex 1 – Definitions 

In this opinion: 
 [“Board
Regulations” means [•]] 
 “Common Shares” means common shares, with a nominal value of EUR 0.01, in the
Company’s share capital. 
 “Company” means Affimed N.V., with corporate seat in Amsterdam, the Netherlands. 

“Corporate Resolution” means each of the Shareholders’ Resolutions, each of the Managing Board Resolutions, and the
Supervisory Board Resolution. 
 “De Brauw” means De Brauw Blackstone Westbroek N.V. 

“Deed of Conversion” means the deed of conversion and amendment of the articles of association dated [•], providing for
the conversion of the Company into a limited liability company and amendment of the articles of association. 
 “Deed of
Issue” means a draft deed of issue dated [•] July 2014 providing for the issue of the Warrant Shares pursuant to the Warrant Agreement. 

“Dutch law” means the law directly applicable in the Netherlands. 

“Exercise Price” has the meaning as defined in the Warrant Agreement. 

“Facility Agreement” means the term facility agreement between Affimed Therapeutics AG and Perceptive dated [•], to which
the Company has acceded as guarantor (as defined in that agreement). 
 “Insolvency Proceedings” means insolvency
proceedings as defined in Article 2(a) of Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings. 

“Jurisdiction Clause” means Clause [14] of the Agreement. 

“Managing Board Resolution” means each of: 
  

	 	(a)	A written resolution by the Company’s managing board dated 17 July 2014, to enter into the Facility Agreement (the “Management Board Resolution A”). 









	 	(b)	A written resolution by the Company’s managing board dated [•] 2014, to enter into and execute the Warrant Agreement and thereby to grant the right to subscribe to [•] common shares to Perceptive and to
exclude the pre-emptive rights (voorkeursrechten) in respect thereof, subject to approval by the Company’s supervisory board (the “ Warrant Managing Board Resolution”). 


“Perceptive” [means PCOF 1 LLC, a limited liability company organised under the laws of [•]]. 

“Shareholders Register” means the Company’s shareholders register. 

“Shareholder Resolution” means each of:  

 

	 	(a)	a written resolution of the Company’s general meeting of shareholders dated 17 July 2014 to approve Managing Board Resolution A. 


 

	 	(b)	a written resolution of the Company’s general meeting of shareholders dated [•] 2014, to authorise the Management Board for a period of 5 years to: 


 

	 	(i)	resolve to issue common shares (either in the form of stock dividend or otherwise) and/or grant rights to acquire common shares in the share capital of the Company, for a maximum of common shares that can be issued
under the size of the authorised share capital of the Company as this will read at the date of adoption of the resolution to issue and/or grant rights to acquire these shares; and 


 

	 	(ii)	resolve to restrict and/or exclude the pre-emptive rights (voorkeursrechten) accruing to shareholders in respect of an issuance of common shares or granting of rights to acquire common shares in relation to any
issuance or granting of rights as referred to under (i) immediately above. 

 “Supervisory Board
Resolution” means a written resolution of the Company’s supervisory board dated [•] to approve the Warrant Managing Board Resolution. 

“the Netherlands” means the part of the Kingdom of the Netherlands located in Europe. 

“Trade Register Extract” means a Trade Register extract relating to the Company provided by the Chamber of Commerce and
dated [•]. 







 “Warrant Agreement” means the warrant agreement, entered into by the
Company pursuant to the Facility Agreement, dated [•]. 
 “Warrant Documents” means the Warrant Agreement
and the Deed of Issue.