EX-10.13



 Exhibit 10.13 

Investment Agreement Pre-IPO Financing Affimed Therapeutics AG, Heidelberg, Germany 

by and between 
  

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

  

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

 -
hereinafter referred to as “DKFZ” - 
  

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

 - hereinafter
referred to as “AGUTH” - 
  

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

 - hereinafter referred to as
“KfW” - 
  

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

 -
hereinafter referred to as “tbg” - 
  

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

 - hereinafter referred to as
“SGR” - 
  

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


- hereinafter referred to as “BMI” - 
  

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

 -
hereinafter referred to as “OrbiMed Associates” - 
  

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

 -
hereinafter referred to as “OrbiMed Private Investments” - 
  

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


- hereinafter referred to as “LSP” - 








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

 - hereinafter referred to as
“Novo Nordisk” - 
  

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

 The parties named under 1. to
11. above are hereinafter also collectively referred to as the “Shareholders” and each individually as a “Shareholder”. The parties named under 6. to 11. above are hereinafter also collectively referred to as the
“Initial Investors” and each individually as an “Initial Investor”. The Initial Investors and the External Investors (as defined below), if any, are hereinafter also collectively referred to as the
“Investors” and each individually as an “Investor”. The parties named under 1. to 12. above are hereinafter also collectively referred to as the “Parties” and each individually as a
“Party”. 
 Preamble 

The Shareholders are the sole shareholders of Affimed Therapeutics AG with its registered seat in Heidelberg, Germany, registered with the Commercial Register
of the Mannheim Local Court under no. HRB 336536 (hereinafter also referred to as the “Company”). The object of the Company is the development, the manufacture, the service and the distribution of products and processes
based on antibodies. 
 The share capital of the Company currently amounts to EUR 1,992,901, is fully paid in and divided into 1,992,901 non-par value
shares in registered form with a portion of the Company’s share capital (anteiliger Betrag des Grundkapitals) of EUR 1.00 each, thereof 63,323 Common Shares and 1,929,578 Series D Preferred Shares. Prior to the pre-IPO financing of
the Company laid down in this “Investment Agreement Pre-IPO Financing Affimed Therapeutics AG, Heidelberg, Germany” (hereinafter referred to as “this Agreement” or the “2nd Amendment”), the Shareholders
and the Company hold shares of the Company as set forth in the following table. 

  
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	 Shareholder
	  	Common
Shares
(number)	 	  	Series D
Preferred
Shares
(number)	 	  	Total Shares
(number)	 	  	Shareholding
undiluted
(% rounded)	 
	 Prof. Dr. Melvyn Little
	  	 	20,028	  	  				  	 	20,028	  	  	 	1.00	  
	 DKFZ
	  	 	650	  	  	 	3,062	  	  	 	3,712	  	  	 	0.19	  
	 AGUTH
	  	 	17,257	  	  	 	56,292	  	  	 	73,549	  	  	 	3.69	  
	 KfW
	  				  	 	44,446	  	  	 	44,446	  	  	 	2.23	  
	 tbg
	  				  	 	19,426	  	  	 	19,426	  	  	 	0.97	  
	 SGR
	  				  	 	547,717	  	  	 	547,717	  	  	 	27.48	  
	 BMI
	  				  	 	178,088	  	  	 	178,088	  	  	 	8.94	  
	 OrbiMed Associates
	  				  	 	5,411	  	  	 	5,411	  	  	 	0.27	  
	 OrbiMed Private Investments
	  				  	 	588,207	  	  	 	588,207	  	  	 	29.52	  
	 LSP
	  				  	 	178,088	  	  	 	178,088	  	  	 	8.94	  
	 Novo Nordisk
	  				  	 	283,359	  	  	 	283,359	  	  	 	14.22	  
	 Company
	  	 	25,388	  	  	 	25,482	  	  	 	50,870	  	  	 	2.55	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	63,323	  	  	 	1,929,578	  	  	 	1,992,901	  	  	 	100.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 The Shareholders and the Company are parties to the “Series C Investment and Shareholders’ Agreement with respect to
Affimed Therapeutics AG in Heidelberg” dated 8 April 2010 (hereinafter referred to as the “Shareholders’ Agreement”) and the “Investment Agreement Series D Round of Financing Affimed Therapeutics AG, Heidelberg,
Germany dated 24 September 2012” (hereinafter referred to as the “1st Amendment”; the Shareholders’ Agreement and the 1st Amendment are hereinafter collectively referred to as the “Legal Framework”).
Capitalized terms used but not defined in this Agreement shall have the same meaning as given to them in any definitions in the Legal Framework, unless specifically defined otherwise in this Agreement. 

By loan agreement dated 28 June 2013 (hereinafter referred to as the “Loan Agreement”), the Initial Investors granted a loan to the Company
in the total principal amount of EUR 5,100,000, which has been drawn down in the total amount of EUR 5,100,000, whereby each of the Initial Investors paid to the Company the amount as set forth in the following table (hereinafter collectively
referred to as the “Loans” and each individually as the “Loan”). 

  
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	 Initial Investor
	  	Loan
(EUR)	 
	 SGR
	  	 	1,933,421	  
	 BMI
	  	 	510,002	  
	 OrbiMed Associates
	  	 	20,502	  
	 OrbiMed Private Investments
	  	 	1,679,482	  
	 LSP
	  	 	510,002	  
	 Novo Nordisk
	  	 	446,591	  
		  	  
	  
	 
	 Total
	  	 	5,100,000	  
		  	  
	  
	 

 The Company seeks growth financing in the total amount of at least EUR 11,702,072 (including the Loans and interest
accrued thereon) as a pre-IPO financing against subscription of new Series E Preferred Shares (Aktien der Vorzugsserie E) and additional contributions to the capital reserves of the Company pursuant to § 272 (2) No. 4
German Commercial Code (HGB) in accordance with the terms and conditions of this Agreement. The Initial Investors are prepared to undertake an investment in the amount of EUR 11,702,072 (including the Loans and interest accrued thereon)
in aggregate as equity capital in a first closing of the pre-IPO financing of the Company laid down in this Agreement in accordance with the terms and conditions of this Agreement. Further external investors shall be invited to participate in the
pre-IPO financing of the Company laid down in this Agreement by undertaking an investment as equity capital in a second closing at the same terms and conditions in accordance with the terms and conditions of this Agreement. 

The valuation applicable to the pre-IPO financing of the Company laid down in this Agreement shall depend on whether an IPO of the Company is closed on or
before 31 October 2014 or not. To this end, the pre-IPO financing (first and second closing) shall be rendered in two tranches: In the course of the first tranche, the Initial Investors shall invest a partial amount of EUR 3,000,000 fresh
money and shall contribute the Loans and interest accrued thereon to the capital reserves of the Company pursuant to § 272 (2) No. 4 HGB, in each case upon the conclusion of this Agreement. Likewise, the further external
investors (if any) shall invest a portion of 70.09 % of their respective total investment undertaken in the second closing as the first tranche of the pre-IPO financing upon completion of the second closing.


  
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The first tranche shall in each case be invested on the basis of a preliminary valuation resulting in a share price of app. EUR 95.1885 per share, which shall be adapted in the course of the
second tranche comprising the remaining amount of EUR 3,500,000 fresh money from the Initial Investors and the remaining 29.91 % of the total investments undertaken by the further external investors in the second closing, which shall be
invested upon an IPO of the Company or on 1 November 2014, whichever is earlier, in accordance with the terms and conditions of this Agreement. In the event that an IPO of the Company is closed on or before 31 October 2014, the second
tranche shall be structured in such a way that the Investors are put in such position as they each would be in if they had invested the first and the second tranche of the pre-IPO financing laid down in this Agreement (including the Loans and
interest accrued thereon) against subscription of new Series E Preferred Shares with a discount of 20 % on the share price equal to the lower end of the bookbuilding range for the pricing of the IPO. In the event that the Company has not closed
an IPO on or before 31 October 2014, the second tranche shall be structured in such a way that the Investors are put in such position as they each would be in if they had invested the first and the second tranche of the pre-IPO financing laid
down in this Agreement (including the Loans and interest accrued thereon) against subscription of new Series E Preferred Shares at a share price of EUR 30.8861 per share. 

With respect to the principles of the legal relationship between all Shareholders as shareholders of the Company, the Legal Framework, as amended by this
Agreement, shall continue to apply, in addition to the terms of the Articles of Association of the Company. 
 NOW, THEREFORE, the Parties hereby enter into
this Agreement. 

  
 5 








 Section I 

Financing Structure 

§ 1 
 Commitments
First Closing 
  

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

  

																	
	 Initial Investor
	  	Loan Principal
Amount
(EUR)	 	  	Loan Interest
(EUR)	 	  	Issue Price
New Shares
(EUR)	 	  	Total Loan
Conversion
(EUR)	 
	 SGR
	  	 	1,933,421	  	  	 	36,842	  	  	 	20,918	  	  	 	1,991,181	  
	 BMI
	  	 	510,002	  	  	 	11,022	  	  	 	5,532	  	  	 	526,556	  
	 OrbiMed Associates
	  	 	20,502	  	  	 	434	  	  	 	222	  	  	 	21,158	  
	 OrbiMed Private Investments
	  	 	1,679,482	  	  	 	35,549	  	  	 	18,208	  	  	 	1,733,239	  
	 LSP
	  	 	510,002	  	  	 	9,690	  	  	 	5,518	  	  	 	525,210	  
	 Novo Nordisk
	  	 	446,591	  	  	 	8,535	  	  	 	4,832	  	  	 	459,958	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	5,100,000	  	  	 	102,072	  	  	 	55,230	  	  	 	5,257,302	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

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


  
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	 Initial Investor
	  	New Investment
First Tranche
(EUR)	 	  	New Investment
Second Tranche
(EUR)	 	  	Total
New Investment
(EUR)	 
	 SGR
	  	 	905,681	  	  	 	1,076,446	  	  	 	1,982,127	  
	 BMI
	  	 	294,479	  	  	 	350,002	  	  	 	644,481	  
	 OrbiMed Associates
	  	 	8,947	  	  	 	10,634	  	  	 	19,581	  
	 OrbiMed Private Investments
	  	 	972,634	  	  	 	1,156,022	  	  	 	2,128,656	  
	 LSP
	  	 	294,479	  	  	 	350,002	  	  	 	644,481	  
	 Novo Nordisk
	  	 	486,550	  	  	 	556,894	  	  	 	1,025,444	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	2,944,770	  	  	 	3,500,000	  	  	 	6,444,770	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

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


§ 2 
 Share Capital
Increase First Closing First Tranche; Amendments to the Articles of Association 
  

	(1)	The Shareholders shall resolve in the Shareholders’ Meeting of the Company to be held on or about 14 July 2014 

  

	 	(i)	 to increase the share capital of the Company from EUR 1,992,901 by EUR 86,167 to EUR 2,079,068 in return for cash contributions by the issue
of a total of 86,167 new Series E Preferred Shares in registered form as non-par value shares with a portion of the Company’s share capital of EUR 1.00 each. The new Series E Preferred Shares shall be issued for the amount of EUR 1.00
per share (issue price). The new Series E Preferred Shares shall have the right to participate 



  
 7 









	 	
in profits as from 1 January 2014. The new Series E Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as
amended under § 2 (1) (ii) below, and the Legal Framework, as amended by this Agreement. To the exclusion of the statutory subscription rights of the Shareholders, the Initial Investors shall be exclusively invited to subscribe
and to take over the new Series E Preferred Shares under this § 2 (1) (i) as set forth in the following table; 

  

													
	 Initial Investor
	  	Series E
Preferred Shares
Loan Conversion
(number)	 	  	Series E
Preferred Shares
New Investment
(number)	 	  	Series E
Preferred Shares
Total
(number)	 
	 SGR
	  	 	20,918	  	  	 	9,515	  	  	 	30,433	  
	 BMI
	  	 	5,532	  	  	 	3,094	  	  	 	8,626	  
	 OrbiMed Associates
	  	 	222	  	  	 	94	  	  	 	316	  
	 OrbiMed Private Investments
	  	 	18,208	  	  	 	10,218	  	  	 	28,426	  
	 LSP
	  	 	5,518	  	  	 	3,094	  	  	 	8,612	  
	 Novo Nordisk
	  	 	4,832	  	  	 	4,922	  	  	 	9,754	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	55,230	  	  	 	30,937	  	  	 	86,167	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

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

  

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

 Thus, each of the Shareholders undertakes individually for himself vis-à-vis each other
Shareholder, in particular without limitation to participate in the Shareholders’ Meeting as set forth in § 2 (1) above, to exercise his voting rights and other rights in such Shareholders’ Meeting and in the special
resolutions or special meetings of the holders of the different classes of Shares in favour of the measures agreed in § 2 (1) above, and to waive the subscription rights to which he is entitled for the subscription to new shares to
the extent described. 

  
 8 








 Further, each of the Shareholders undertakes individually for himself vis-à-vis each other
Shareholder, to omit any and all actions which could prevent or make the implementation of the measures agreed in § 2 (1) above more difficult as well as to waive any and all rights to raise objections to, and to challenge, the
resolutions of the Shareholders’ Meeting under § 2 (1) above. 
  

	(3)	Each of the Initial Investors undertakes individually for himself vis-à-vis each other and each of the other Shareholders, to subscribe and to take over the new Series E Preferred Shares under
§ 2 (1) (i) above to the stated extent immediately after the end of the Shareholders’ Meeting under § 2 (1) above, and to pay in full and in cash (without any deductions for bank fees) the total issue price of
EUR 1.00 per new Series E Preferred Share subscribed by him within five (5) Business Days after such subscription to the Company’s special account for the increase of the share capital (Kapitalerhöhungssonderkonto)
with Deutsche Bank AG, account no.: XXXXXXXXX, bank sorting code: XXX XXX XX, IBAN: DE XXXXXXXXXXXXXXXXXXXX, BIC/SWIFT: XXXXXXXXXXX, ref.: “issue price capital increase July 2014”. Payments shall be made exclusively to this
special account, which will be opened solely for this purpose and must not be used for other transactions or payments prior to the aforementioned payments. This special account must not have a debit balance immediately prior to the aforementioned
payments being effected, so that the Company’s Management Board can freely dispose of the amounts paid (cf. §§ 188, 36, 36 a, 37 German Stock Corporation Act (AktG)). 


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

  
 9 









	(4)	After the subscription and taking over of the new Series E Preferred Shares under § 2 (1) (i) above and the receipt of the total issue price for the new Series E Preferred Shares from all of the
Initial Investors, the Company shall as soon as practicable apply for registration of the resolutions to increase the share capital and to amend the Articles of Association of the Company and of the consummation of the increase of the share capital
with the Commercial Register and shall take all other measures and make all other declarations necessary or appropriate for the measures described in § 2 (1) above to become effective. 


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

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



  
 10 








 
internally in such position as they each would be in, if they had acquired the financial rights (Vermögensrechte) and, to the extent legally permissible, the administrative rights
(Verwaltungsrechte) under this Agreement, the Legal Framework, as amended by this Agreement, and the Articles of Association of the Company resulting from the new Series E Preferred Shares to be issued under § 2 (1) (i)
above already upon subscription and payment of the total issue price of EUR 1.00 per new Series E Preferred Share, respectively. 

§ 3 
 Non-statutory
Financial Agreements First Closing First Tranche 
  

	(1)	Each of the Initial Investors undertakes individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to render, in addition to the total issue price of
EUR 1.00 for each new Series E Preferred Share subscribed by him under § 2 (1) (i) above and relating to his new investment of fresh money under § 1 (2) above, additional payments into the capital reserves of the Company (sonstige
Zuzahlungen in die Kapitalrücklagen der Gesellschaft) pursuant to § 272 (2) No. 4 HGB in the amount as set forth in the following table (without any deductions for bank fees) to the Company’s bank account with Deutsche Bank
AG, account no.: XXXXXXXXXX, bank sorting code: XXX XXX XX, IBAN: XXXX XXXX XXXX XXXX XXXX XX, BIC/SWIFT: XXXXXXXXXX, ref.: “capital reserves” in accordance with the following provisions. 


  
 11 









					
	 Initial Investor
	  	Payments into the
Capital Reserves
First Tranche
(EUR)	 
	 SGR
	  	 	896,166	  
	 BMI
	  	 	291,385	  
	 OrbiMed Associates
	  	 	8,853	  
	 OrbiMed Private Investments
	  	 	962,416	  
	 LSP
	  	 	291,385	  
	 Novo Nordisk
	  	 	463,628	  
		  	  
	  
	 
	 Total
	  	 	2,913,833	  
		  	  
	  
	 

 The additional payments into the capital reserves of the Company under this § 3 (1) shall in
each case become due for payment to the Company in one sum within five (5) Business Days after the conclusion of this Agreement. 
  

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


  
 12 









	(3)	The Shareholders agree that the obligations of the Initial Investors to render additional payments and contributions to the capital reserves of the Company under this § 3 shall exist only on the basis of a
contractual agreement by and between the Initial Investors and the Shareholders and not vis-à-vis the Company; the Company itself is not a party to this § 3 and shall not be entitled to demand the additional payments and
contributions under this § 3. The claims under this § 3 shall not be assignable. This § 3 shall not constitute a contract for the benefit of a third party. 


§ 4 
 Second
Closing; Share Capital Increase Second Closing First Tranche; Non-statutory 
 Financial Agreements Second Closing First Tranche

  

	(1)	The Parties agree that one or more further external investors who are approved by the Lead Investors’ Majority (as defined below) (such further external investors undertaking an investment in accordance with the
following provisions hereinafter also collectively referred to as the “External Investors” and each individually as an “External Investor”) shall be invited, but not obliged, to participate in the pre-IPO financing
of the Company laid down in this Agreement by undertaking an investment in accordance with the provisions of this § 4 (1), and each of them shall be admitted to an investment in the pre-IPO financing of the Company in such amount as
approved by the Lead Investors’ Majority, at the terms and conditions set forth in this Agreement, the Legal Framework, as amended by this Agreement, and the Articles of Association, as amended under § 2 (1) (ii) above, by
joining this Agreement and the Legal Framework, as amended by this Agreement, with the rights and obligations of an External Investor, an Investor, a Lead Investor, a Shareholder and a Party, by written declaration to the Company using the form
attached as Annex 4.1 to this Agreement (hereinafter referred to as the “Joinder”) prior to the Pricing (as defined below) of an IPO of the Company (as defined below) and on or before 31 October 2014, whereby the
relevant time shall be the receipt of such declaration by the Company (the investments undertaken under the preceding provisions of this § 4 (1) hereinafter referred to as the “Second Closing”). 


  
 13 








 All Parties hereby declare their consent, and hereby offer, to the External Investors to become a
party to this Agreement and the Legal Framework, as amended by this Agreement, with the rights and obligations of an External Investor, an Investor, a Lead Investor, a Shareholder and a Party in accordance with the preceding provisions. All Parties,
with the exception of the Company, hereby waive the requirement that they are notified of the declarations under this § 4 (1) pursuant to § 151 sentence 1 of the German Civil Code (Verzicht auf den Zugang der
Erklärungen gemäß § 151 Satz 1 BGB), which shall become effective upon receipt by the Company of such declarations in accordance with the preceding provisions. 

The “Pricing” of an IPO of the Company shall be the determination of the bookbuilding range for the pricing of the IPO, and
the expression “Priced” shall be construed accordingly. 
 An “IPO of the Company” shall be a public
offering of shares of common stock of the Company or a holding company of the Company on a regulated market. 
  

	(2)	 In case of a Second Closing, the Shareholders shall resolve in an extraordinary Shareholders’ Meeting of the Company to be held in the form of a
plenary meeting (Vollversammlung) as soon as practicable after receipt of the Joinder from an External Investor by the Company to further increase the share capital of the Company in return for cash contributions by the issue of new
Series E Preferred Shares in registered form as non-par value shares with a portion of the Company’s share capital of EUR 1.00 each and exclusively invite the External Investor(s), to the exclusion of the other Shareholders’
statutory subscription rights, to subscribe and to take over the new Series E Preferred Shares as follows: Each of the External Investors shall be invited to subscribe and to take over such number of new Series E Preferred Shares as is
equal to the total investment in the pre-IPO financing of the Company to which the respective External Investor shall be admitted in the Second Closing under § 4 (1) above divided by EUR 95.1885 and the result if necessary
commercially rounded to the next full 



  
 14 









	 	
number. The new Series E Preferred Shares shall be issued for the amount of EUR 1.00 per share (issue price). The new Series E Preferred Shares shall have the right to participate
in profits as from 1 January 2014. The new Series E Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as amended under § 2 (1) (ii) above, and
the Legal Framework, as amended by this Agreement. 

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

  

	(3)	In case of a Second Closing, each of the External Investors undertakes individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to render, in
addition to the total issue price of EUR 1.00 for each new Series E Preferred Share subscribed by him under § 4 (2) above, additional payments into the capital reserves of the Company pursuant to § 272
(2) No. 4 HGB in an amount equal to 70.09 % of the total investment in the pre-IPO financing of the Company to which the respective External Investor shall be admitted in the Second Closing under § 4 (1) above less the
total issue price of the new Series E Preferred Shares subscribed by him under § 4 (2) above (without any deductions for bank fees) to the Company’s bank account set forth in § 3 (1) above, which shall in each case
become due for payment to the Company in one sum concurrently with the total issue price of the new Series E Preferred Shares under § 4 (2) above, but by way of a condition precedent only after the passing of the resolutions of
the Shareholders’ Meeting of the Company under § 4 (2) above. 

 § 3 (3) above shall apply
mutatis mutandis. 
 § 5 

Adaptation in Case of an IPO of the Company 
  

	(1)	 The Shareholders agree that in case of the Pricing of an IPO of the Company on or before 31 October 2014, the Investors shall be put in such
position as they each would be in if they had invested the first and the second tranche of the pre-IPO financing laid 



  
 15 









	 	
down in this Agreement (including the Loans and interest accrued thereon) against subscription of new Series E Preferred Shares with a discount of 20 % on the share price equal to the
lower end of the bookbuilding range for the pricing of the IPO of the Company in accordance with the following provisions. 

  

	(2)	In case of the Pricing of an IPO of the Company on or before 31 October 2014, the Shareholders shall resolve in favour of an increase of the Company’s share capital in an extraordinary Shareholders’
Meeting of the Company to be held in the form of a plenary meeting (hereinafter referred to as the “IPO Adaptation Capital Increase”). The IPO Adaptation Capital Increase shall be resolved and consummated immediately after the
Pricing of the IPO of the Company. The IPO Adaptation Capital Increase shall be an increase of the Company’s share capital in return for cash contributions against payment of the amount of EUR 1.00 per share (issue price). As part of the
IPO Adaptation Capital Increase, the Investors shall be exclusively invited, to the exclusion of the other Shareholders’ statutory subscription rights, to subscribe and to take over new Series E Preferred Shares in each case in such number as
is equal to the respective Total Investment (as defined below) divided by the IPO Adaptation Share Price (as defined below), if necessary commercially rounded to the next full number, and the result minus the number of new Series E Preferred Shares
subscribed by them under § 2 (1) (i) or § 4 (2) above, respectively. The new Series E Preferred Shares issued under this § 5 (2) shall have the right to participate in profits as from 1 January
2014. The new Series E Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as amended under § 2 (1) (ii) above, and the Legal Framework, as amended by
this Agreement. 

 The respective “Total Investment” shall be equal to (a) in case of the Initial
Investors: the sum of (i) the amount set forth opposite the name of the respective Initial Investor in the column “Total Loan Conversion” in the table in § 1 (1) above and (ii) the amount set forth opposite the
name of the respective Initial Investor in the column “Total New Investment” in the table in § 1 (2) above, and (b) in case of the External Investors: the amount of the total investment in the pre-IPO financing of the
Company to which the respective External Investor shall be admitted in the Second Closing under § 4 (1) above. 

  
 16 








 The “IPO Adaptation Share Price” shall be equal to the price per share of the
Company with a portion of the Company’s share capital of EUR 1.00 each equal to the lower end of the bookbuilding range for the pricing of the IPO of the Company multiplied by 0.8. 

§ 2 (2) to (5) above shall apply mutatis mutandis. In addition, the Company undertakes vis-à-vis the
Investors to take all measures and to render all declarations in order to convene the necessary Shareholders’ Meetings to implement the IPO Adaptation Capital Increase. 
  

	(3)	In case of the Pricing of an IPO of the Company on or before 31 October 2014, each of the Investors undertakes individually for himself vis-à-vis each other and each of the other Shareholders, but not
vis-à-vis the Company, to render, in addition to the total issue price of EUR 1.00 for each new Series E Preferred Share subscribed by him under § 5 (2) above, additional payments into the capital reserves of the Company
pursuant to § 272 (2) No. 4 HGB in an amount equal to (a) in case of the Initial Investors: the amount set forth opposite the name of the respective Initial Investor in the column “New Investment Second Tranche” in
the table in § 1 (2) above, and (b) in case of the External Investors: 29.91 % of the total investment in the pre-IPO financing of the Company to which the respective External Investor shall be admitted in the Second Closing
under § 4 (1) above, in each case (a) and (b) less the total issue price of the new Series E Preferred Shares subscribed by the respective Investor under § 5 (2) above, if any, (without any deductions for bank
fees) to the Company’s bank account set forth in § 3 (1) above, which shall in each case become due for payment to the Company in two instalments, whereby the second instalment shall be equal to such amount as would be required
as total issue price of EUR 1.00 per share for the further Series E Preferred Shares to be issued to the respective Investor under § 5 (4) in conjunction with § 6 (2) below in case that the IPO of the Company is
not closed on or before 31 October 2014, and the first instalment shall be equal to the remaining amount of the additional payments into the capital reserves of the Company under this § 5 (3). 


  
 17 








 The first instalment of the additional payments into the capital reserves of the Company under
this § 5 (3) shall in each case become due for payment to the Company concurrently with the total issue price of the new Series E Preferred Shares under § 5 (2) above, but by way of a condition precedent only after the
passing of the resolutions of the Shareholders’ Meeting of the Company under § 5 (2) above. 
 The second instalment of
the additional payments into the capital reserves of the Company under this § 5 (3) shall in each case become due for payment to the Company by way of a condition precedent immediately after the closing of the IPO of the Company on or
before 31 October 2014, but by way of a further condition precedent not earlier than the first instalment of the additional payments into the capital reserves of the Company under this § 5 (3) pursuant to the preceding paragraph.

 § 3 (3) above shall apply mutatis mutandis. 

 

	(4)	The Shareholders agree that in case that an IPO of the Company is Priced on or before 31 October 2014 and the pre-IPO financing of the Company is adapted pursuant to this § 5, but subsequently it turns
out that the IPO of the Company is not closed on or before 31 October 2014, then § 6 below shall apply mutatis mutandis. 

  

	(5)	The Shareholders are aware that a restructuring of the Company may become necessary for the IPO of the Company. As a result of such restructuring, a holding company would hold 100 % of the shares of the Company and
the Shareholders would hold shares in that holding Company. The Parties agree that in this case, the adaptation in case of an IPO of the Company shall take place at the level of the holding company applying this § 5 mutatis
mutandis. 

  

	(6)	 The Shareholders agree that in the event that the IPO Adaptation Share Price is so high that even in case that no new Series E Preferred Shares are
issued to the Investors under § 5 (2) above and the full amount set forth in § 5 (3) (a) and (b) above is rendered as additional payments into the capital reserves of the Company under § 5 (3)
above, such that the number of new Series E Preferred Shares subscribed by the Investors under § 2 (1) (i) or § 4 (2) above, respectively, is still higher than the number




  
 18 









	 	
of new Series E Preferred Shares they shall be entitled to pursuant to § 5 (1) above, then the Shareholders shall do or cause to be done everything necessary or appropriate to
implement the principle set forth in § 5 (1) above by any other means, e.g. by applying an adapted exchange ratio in the course of the restructuring under § 5 (5) above or by a redistribution of the new Series E
Preferred Shares subscribed by the Investors under § 2 (1) (i) or § 4 (2) above, respectively, among the Shareholders; provided always, that in no event shall the Investors be obliged to render further
contributions to the Company in order to implement this. 

 § 6 

Adaptation on 1 November 2014 
  

	(1)	The Shareholders agree that in case that the Company has not Priced or closed an IPO of the Company on or before 31 October 2014, the Investors shall be put in such position as they each would be in if they had
invested the first and the second tranche of the pre-IPO financing laid down in this Agreement (including the Loans and interest accrued thereon) against subscription of new Series E Preferred Shares at a share price of EUR 30.8861 per
share in accordance with the following provisions. 

  

	(2)	 In case that the Company has not Priced or closed an IPO of the Company on or before 31 October 2014, the Shareholders shall resolve in an
extraordinary Shareholders’ Meeting of the Company to be held in the form of a plenary meeting on 1 November 2014 to further increase the share capital of the Company in return for cash contributions by the issue of new Series E Preferred
Shares in registered form as non-par value shares with a portion of the Company’s share capital of EUR 1.00 each. The new Series E Preferred Shares shall be issued for the amount of EUR 1.00 per share (issue price). The new Series E
Preferred Shares shall have the right to participate in profits as from 1 January 2014. The new Series E Preferred Shares shall have the rights, preferences and privileges as set forth in the Articles of Association of the Company, as amended
under § 2 (1) (ii) above, and the Legal Framework, as amended by this Agreement. To the exclusion of the statutory subscription rights of the 



  
 19 









	 	
Shareholders, the Investors shall be exclusively invited to subscribe and to take over the new Series E Preferred Shares under this § 6 (2) as follows: 


Each of the Initial Investors shall be invited to subscribe and to take over such number of new Series E Preferred Shares as set forth in the
following table: 
  

					
	 Initial Investor
	  	Series E
Preferred Shares
Second Tranche
(number)	 
	 SGR
	  	 	96,425	  
	 BMI
	  	 	28,709	  
	 OrbiMed Associates
	  	 	986	  
	 OrbiMed Private Investments
	  	 	94,693	  
	 LSP
	  	 	28,679	  
	 Novo Nordisk
	  	 	37,415	  
		  	  
	  
	 
	 Total
	  	 	286,907	  
		  	  
	  
	 

 Each of the External Investors shall be invited to subscribe and to take over such number of new Series E
Preferred Shares as is equal to the respective Total Investment divided by EUR 30.8861, if necessary commercially rounded to the next full number, and the result minus the number of new Series E Preferred Shares subscribed by them under
§ 4 (2) above, respectively. 
 § 2 (2) to (5) above shall apply mutatis mutandis. 

 

	(3)	 In case that the Company has not Priced or closed an IPO of the Company on or before 31 October 2014, each of the Investors undertakes
individually for himself vis-à-vis each other and each of the other Shareholders, but not vis-à-vis the Company, to render, in addition to the total issue price of EUR 1.00 for each new Series E Preferred Share subscribed by him
under § 6 (2) above, additional payments into the capital reserves of the Company pursuant to § 272 (2) No. 4 HGB (a) in case of the Initial Investors in the amount as set forth in the table below, and
(b) in case of the External 



  
 20 









	 	
Investors in an amount equal to 29.91 % of the total investment in the pre-IPO financing of the Company to which the respective External Investor shall be admitted in the Second Closing
under § 4 (1) above less the total issue price of the new Series E Preferred Shares subscribed by the respective External Investor under § 6 (2) above, (in each case without any deductions for bank fees) to the
Company’s bank account set forth in § 3 (1) above, which shall in each case become due for payment to the Company in one sum concurrently with the total issue price of the new Series E Preferred Shares under
§ 6 (2) above, but by way of a condition precedent only after the passing of the resolutions of the Shareholders’ Meeting of the Company under § 6 (2) above. 


 

					
	 Initial Investor
	  	Payments into the
Capital Reserves
Second Tranche
(EUR)	 
	 SGR
	  	 	980,021	  
	 BMI
	  	 	321,293	  
	 OrbiMed Associates
	  	 	9,648	  
	 OrbiMed Private Investments
	  	 	1,061,329	  
	 LSP
	  	 	321,323	  
	 Novo Nordisk
	  	 	519,479	  
		  	  
	  
	 
	 Total
	  	 	3,213,093	  
		  	  
	  
	 

 § 3 (3) above shall apply mutatis mutandis. 

  
 21 








 Section II 

Applicability of, and Amendments to, the Shareholders’ Agreement 

§ 7 
 Applicability
of the Shareholders’ Agreement 
  

	(1)	The Parties agree that unless expressly set forth otherwise in this Agreement, the Legal Framework, as amended by this Agreement, shall remain in full force and effect, and shall also apply to the new shares of the
Company issued under this Agreement. 

  

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


 

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

  

	(4)	“Common Shares” shall mean all Shares which are not Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares including, for
the avoidance of doubt, all Shares which under any provision of the Shareholders’ Agreement, as amended by the 1st Amendment and the 2nd Amendment, or the 1st Amendment shall be converted into Common Shares, but excluding all Shares held by
AGUTH on 24 September 2012 which shall all be Series D Preferred Shares. 

 “Series D Preferred Shares”
shall mean all Shares (i) which are issued under § 2 (1) (i) or § 4 (1) or § 16 of the 1st Amendment or (ii) which result from the conversion under § 2 (1) (ii) of the 1st
Amendment or (iii) which were held by AGUTH on 24 September 2012. 
 “Series E Preferred Shares” shall mean all
Shares which are issued under § 2 (1) (i) or § 4 (2) or § 5 (2) or § 6 (2) of the 2nd Amendment. 

“Lead Investors’ Majority” shall mean a majority of 70 % of the Series E Preferred Shares and the Series D Preferred
Shares held by the Lead Investors voting together as a single class, replacing the corresponding definition in the Definitions of the Shareholders’ Agreement, as amended by the 1st Amendment. 

  
 22 








 § 8 

Equal Treatment of the Shareholders 
 The
first paragraph of section E 1.1 of the Shareholders’ Agreement, as amended by § 10 of the 1st Amendment, shall be amended and replaced by the following provisions: 

“Except for such preferential rights specifically accorded to the Series E Preferred Shares and/or the Series D Preferred Shares, each Shareholder shall
be accorded equal rights, according to his shareholding. Each Share is entitled to one vote.” 
 § 9 

Resolutions requiring Qualified Majority of the Investors; Voting Agreements; 

Future Financing Agreements 
  

	(1)	Any reference in section E 1.5 of the Shareholders’ Agreement, as amended by § 11 of the 1st Amendment, to the holders of Series D Preferred Shares shall henceforth refer to the holders of Series E
Preferred Shares and the holders of Series D Preferred Shares. 

  

	(2)	The second paragraph of section E 1.5 of the Shareholders’ Agreement, as amended by § 11 of the 1st Amendment, shall be amended and replaced by the following provisions: 


“The holders of Series E Preferred Shares and the holders of Series D Preferred Shares shall meet immediately prior to any
Shareholders’ Meeting of the Company if there are any items on the agenda of the Shareholders’ Meeting which require their consent as provided hereunder (be it unanimously, majority or by qualified majority decision). They shall cast their
votes as to such agenda items applying the rules for voting shares in the Shareholders’ Meeting of the Company mutatis mutandis. If the motion in question is approved with a Lead Investors’ Majority, all Shareholders (including all
holders of Series E Preferred Shares and all holders of Series D Preferred Shares) shall be obliged to vote in favour of such motion in the Shareholders’ Meeting of the Company 

  
 23 








 
and in the special resolutions or special meetings of the holders of the different classes of Shares, if applicable. If the motion in question is not approved with a Lead Investors’
Majority, all Shareholders (including all holders of Series E Preferred Shares and all holders of Series D Preferred Shares) shall be obliged to vote against such motion in the Shareholders’ Meeting of the Company and in the special
resolutions or special meetings of the holders of the different classes of Shares, if applicable.” 
  

	(3)	§ 11 (3) of the 1st Amendment shall be amended and replaced by the following provisions: 


“Subject to the following sentence, each of the Shareholders undertakes individually for himself vis-à-vis each other Shareholder,
to enter into investment agreements and shareholders’ agreements and related agreements (including without limitation amendments to and/or termination of the Shareholders’ Agreement, as amended by the 1st Amendment and the 2nd
Amendment, and/or the 1st Amendment and/or the 2nd Amendment), to pass resolutions in Shareholders’ Meetings of the Company and the special resolutions or special meetings of the holders of the different classes of Shares, and to do or cause to
be done everything necessary or appropriate, for further rounds of financing of the Company after the financing laid down in the 2nd Amendment (the “Future Financing Agreements”), to the extent that the Lead Investors’ Majority
agrees to the terms and conditions of the Future Financing Agreements. Notwithstanding the foregoing, Future Financing Agreements may not (i) oblige or commit or otherwise require Shareholders to make further contributions to the Company, or
(ii) diminish or adversely affect the rights or preferences of any Shareholder in a manner disproportionately unfavourable to such Shareholder as compared to other Shareholders in that class of shares, without the prior written consent of the
Shareholders affected, which consent shall be given in the sole discretion of the Shareholder and shall not be subject to the prior sentence. § 2 (2) to (5) of the 2nd Amendment shall apply mutatis mutandis.” 

  
 24 








 § 10 

Conversion of Shares 
 Any reference in
section E 1.9 of the Shareholders’ Agreement, as amended by § 12 of the 1st Amendment, to Series D Preferred Shares shall henceforth refer to Series E Preferred Shares and Series D Preferred Shares and any reference to the
holders of Series D Preferred Shares shall henceforth refer to the holders of Series E Preferred Shares and the holders of Series D Preferred Shares. 

§ 11 
 Right of
First Refusal 
 Any reference in section F 2 of the Shareholders’ Agreement, as amended by § 13 of the 1st Amendment, to the
holders of Series D Preferred Shares shall henceforth refer to the holders of Series E Preferred Shares and the holders of Series D Preferred Shares. 

§ 12 
 Co-sale
Right 
 The last line of section F 3.2 of the Shareholders’ Agreement, as amended by § 14 of the 1st Amendment, shall be
amended and replaced by the following provisions: 
 “... after the liquidation preference to the holders of Series E Preferred Shares and to the
holders of Series D Preferred Shares has been satisfied.” 
 § 13 

Financing in General 
 The reference in
section G 1 of the Shareholders’ Agreement, as amended by § 15 of the 1st Amendment, to the holders of Series D Preferred Shares shall henceforth refer to the holders of Series E Preferred Shares and the holders of Series D
Preferred Shares. 

  
 25 








 § 14 

Anti-dilution Protection 
  

	(1)	If at any time prior to the conversion of the Series E Preferred Shares into Common Shares, but after the increases of the Company’s share capital under § 2 (1) (i) above and § 4 (2),
if any, § 5 (2) or § 6 (2) above, as the case may be, the Company issues any new Shares or an equivalent thereof at a price per Share that is less than the Original Share Price E (as defined below) (the
“Offering E”), each holder of Series E Preferred Shares, acting individually, provided that he has fulfilled his investment obligations under §§ 1 to 6 of this Agreement, is irrevocably entitled to a broad-based
weighted-average anti-dilution protection by being issued and subscribing to that number of new Series E Preferred Shares at par value without premium, so calculated as if such Shareholder has subscribed his respective Series E Preferred Shares
resulting from the increases of the Company’s share capital under § 2 (1) (i) or § 4 (2), if any, above and § 5 (2) or § 6 (2) above, as the case may be, according to the following formula:


 Revised Subscription Price E = (Outstanding Shares before the Offering E x Original Share Price E + total amount raised
in the Offering E) / Outstanding Shares after the Offering E. 
 The “Original Share Price E” shall be (i) in case
of an adaptation in case of an IPO of the Company pursuant to § 5 above: the IPO Adaptation Share Price, or (ii) in case of an adaptation on 1 November 2014 pursuant to § 6 above: EUR 30.8861. 

The difference between the Original Share Price E and the Revised Subscription Price E shall be multiplied by the total number of Series E
Preferred Shares resulting from the increases of the Company’s share capital under § 2 (1) (i) or § 4 (2), if any, above and § 5 (2) or § 6 (2) above, as the case may be, held by such
Shareholder and divided by the result of the Revised Subscription Price E minus EUR 1.00. The result of this calculation yields the total number of Series E Preferred Shares to which such holder of Series E Preferred Shares may subscribe
at par value. 

  
 26 








 The holders of Series E Preferred Shares shall receive these Shares in conjunction with the
capital increase which led to the diluting issuing of Shares. In the event of stock splits, stock dividends, recapitalization and the like, the anti-dilution protection shall be adjusted accordingly. 

 

	(2)	If at any time prior to the conversion of the Series D Preferred Shares into Common Shares, the Company issues any new Shares or an equivalent thereof at a price per Share that is less than EUR 30.8861, whereby in
case of the issuance of Shares under § 5 or § 6 above, always the average share price together with the issuance of Shares under § 2 (1) (i) and § 4 (2), if any, above shall be decisive (the
“Offering D”), each holder of Series D Preferred Shares, acting individually, is irrevocably entitled to a broad-based weighted-average anti-dilution protection by being issued and subscribing to that number of new Series D
Preferred Shares at par value without premium, so calculated as if such Shareholder has subscribed his respective Series D Preferred Shares resulting from the increase of the Company’s share capital under § 2 (1) (i) of the
1st Amendment according to the following formula: 

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

  
 27 









	(3)	§ 16 (1) of the 1st Amendment shall be terminated and of no further force and effect. 


§ 15 
 Listing

 Any reference in section G 4 of the Shareholders’ Agreement, as amended by § 17 of the 1st Amendment, to Series D Preferred
Shares shall henceforth refer to Series E Preferred Shares and Series D Preferred Shares. 
 § 16 

Dividends 
 Any reference in § 18
(2) of the 1st Amendment to the holders of Series D Preferred Shares shall henceforth refer to the holders of Series E Preferred Shares and the holders of Series D Preferred Shares, any reference to the Series D
Investors shall henceforth refer to the Investors and the Series D Investors, and any reference to Series D Preferred Shares shall henceforth refer to Series E Preferred Shares and Series D Preferred Shares. 

§ 17 

Liquidation Preference 
 Section H 2 of the
Shareholders’ Agreement, as amended by § 19 (Liquidation Preference) of the 1st Amendment, shall be amended and replaced by the following provisions: 

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

 

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


  
 28 









	b)	a (partial) sale (at least 50 %) of the Shares of the Company including the sale triggering a co-sale right as defined in section F 3 of the Shareholders’ Agreement, as amended by § 14 of the 1st
Amendment and § 12 of the 2nd Amendment, a drag-along as defined in section F 4 of the Shareholders’ Agreement; 

  

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


 

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

  

	e)	a reverse take-over; 

 the proceeds will be allocated among the Shareholders as follows: 

 

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

 If there are
insufficient proceeds to pay the liquidation preference amount to the holders of Series E Preferred Shares in full, the amount available will be paid on a pro rata basis between the holders of Series E Preferred Shares in proportion to the maximum
amounts the holders of Series E Preferred Shares would be entitled to if the proceeds were sufficient to pay the liquidation preference amount to the holders of Series E Preferred Shares in full; 

  
 29 









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


If the proceeds remaining after payment of the liquidation preference amount to the holders of Series E Preferred Shares pursuant to
(i) above in full are insufficient to pay the liquidation preference amount to the holders of Series D Preferred Shares in full, the proceeds remaining after payment of the liquidation preference amount to the holders of Series E
Preferred Shares pursuant to (i) above in full will be paid on a pro rata basis between the holders of Series D Preferred Shares in proportion to the maximum amounts the holders of Series D Preferred Shares would be entitled to if the
proceeds remaining after payment of the liquidation preference amount to the holders of Series E Preferred Shares pursuant to (i) above in full were sufficient to pay the liquidation preference amount to the holders of Series D
Preferred Shares in full; and 
  

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


  
 30 








 The total investment amount for former Series A Preferred Shares and Series B Preferred Shares issued to
former silent partners (in the meaning of § 230 HGB) to be considered as a basis for the above liquidation preference and IRR shall be limited to EUR 500,000.00 each. 

In the event the return of capital to tbg out of the converted share position (Part D.4 of the Series B Investment Agreement) shall be less than
EUR 1,750,000.00 for tbg, tbg will receive a minimum return. The minimum return is defined as the return tbg would receive if tbg would have invested the amount of EUR 1,750,000.00 in Series B Preferred Shares up to a maximum return
of EUR 1,750,000.00. The risk of fulfilling this downside protection shall be borne by the Series B investors on a pro rata basis and covers the difference between the calculated actual returns for tbg based upon its converted share position
(Part D.4 of the Series B Investment Agreement) and the minimum return. Annex 7 to the Shareholders’ Agreement contains an exemplary calculation. 

The holders of Series E Preferred Shares and the holders of Series D Preferred Shares are entitled to the same preference with respect to sale proceeds in
case of a sale of Shares in the course of a single or a partial sales transaction or a series of related transactions (in particular as a result of the exercise of co-sale rights, drag along rights and rights of first refusal as described in the
Shareholders’ Agreement, as amended by the 1st Amendment and the 2nd Amendment) or in case of a transformation of the Company except for conversions of the Company’s legal form of organization.” 

§ 18 
 KfW
Participation Principles 
 The “Beteiligungsgrundsätze zur Durchführung des ERP-Startfonds – Stand: 01/2011” attached
as Annex 18 to this Agreement (the “KfW Participation Principles”) are the basis for the participation of KfW in the Company. The Company hereby undertakes vis-à-vis KfW to adhere to the KfW Participation
Principles. The KfW Participation Principles shall form an integral part of this Agreement, shall supplement this Agreement and shall prevail over this Agreement in case of doubts. Notwithstanding the termination of this Agreement or the Legal
Framework, the KfW Participation Principles shall remain in force and shall be binding between the Parties as long as KfW holds shares in the Company. The provisions of this § 18 can only be amended, waived or deleted with the consent of
KfW. 

  
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 Section III 

Miscellaneous 
 § 19

 Other Agreements 
  

	(1)	§ 2 of the convertible bridge loan agreement dated 21 June 2013 shall be terminated and of no further force and effect. 


 

	(2)	The Loan Agreement shall terminate and be of no further force and effect upon the effectiveness of the assignment to the Company of the principal amount of the Loan paid by the respective Initial Investor to the Company
and any and all interest accrued thereon in accordance with § 3 (2) above. 

  

	(3)	This Agreement shall become legally binding and effective as soon as it has been signed by all Parties (not necessarily on the same page) and the Company has received the originals of the signed signature pages of all
Parties. The Parties agree that the signing of the signature page to this Agreement and the delivery of the originals of the signed signature pages to the Company shall be sufficient for purposes of entering into this Agreement, and each of the
Parties other than the Company waives the requirement of receipt of the respective signed signature pages of the other Parties pursuant to § 151 sentence 1 BGB. The Company shall provide each Party with a pdf copy of all signed signature
pages. 


  
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 § 20 

Final Provisions 
 Notwithstanding the
provisions on anti-dilution protection under § 14 above, section J of the Shareholders’ Agreement shall apply mutatis mutandis to this Agreement. 
  

					
			
	 St. Peter-Ording, June 19, 2014

(Place, Date)
	 		 	 /s/ Melvyn Little

(Prof. Dr. Melvyn Little)

			
	  

(Place, Date)
	 		 	 /s/ Otmar D. Wiestler and Josef Puchta

(Deutsches Krebsforschungszentrum)

			
	 Heidelberg, June 24, 2014

(Place, Date)
	 		 	 /s/Klaus Tschira

(AGUTH Holding GmbH)

			
	 Bonn, June 24, 2014

(Place, Date)
	 		 	 /s/ Carsten Gellermann and Sieglinde Zolper

(KfW)

			
	 Bonn, June 24, 2014

(Place, Date)
	 		 	 /s/ Robert Schloesser and Gerd-Henner Rupp

(tbg Technologie-Beteiligungs-Gesellschaft mbH)

			
	 Pfaffikon, June 23, 2014

(Place, Date)
	 		 	 /s/ Uwe Feuersenger and Sonja Frech

(SGR Sagittarius Holding AG)

			
	 Guernsey, June 19, 2014

(Place, Date)
	 		 	 /s/ Kevin Gilligan

(BioMed Invest I Ltd.)

			
	  

(Place, Date)
	 		 	 /s/ Carl Gordon

(OrbiMed Associates III, LP)

			
	  

(Place, Date)
	 		 	 /s/ Carl Gordon

(OrbiMed Private Investments III, LP)

			
	 Amsterdam, June 23, 2014

(Place, Date)
	 		 	 /s/ Martjin Kleijwegt and R.R. Kuijten

(LSP III Omni Investment Coöperatief U.A.)



  
 33 









					
			
	  

(Place, Date)
	 		 	 /s/ Lars Fruergaard Jørgensen

(Novo Nordisk A/S)

			
	 Heidelberg, June 24, 2014

(Place, Date)
	 		 	 /s/ Adi Hoess and Florian Fischer

(Affimed Therapeutics AG, Management Board)

			
	 Kuessnacht, June 20, 2014

(Place, Date)
	 		 	 /s/ Thomas Hecht

(Affimed Therapeutics AG, Supervisory Board)



  
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 Table of Annexes to the Investment Agreement Pre-IPO Financing Affimed Therapeutics AG,
Heidelberg, Germany 
  

			
	Annex 2.1(ii)	 	Amendments to the Articles of Association
		
	Annex 4.1	 	Joinder
		
	Annex 18	 	KfW Participation Principles


  
 35