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Exhibit 10.35
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 RESEARCH AND LICENCE AGREEMENT
 between
 MICROMET AG
 and
 BIOVATION LIMITED
 August 14, 2001




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RESEARCH AND LICENCE AGREEMENT
       in vivo
   1.
    
    DEFINITIONSThroughout this Agreement, where the context so requires, the use of the singular shall be
construed to include the plural, and the use of the plural shall be construed to include
the singular, and the use of any gender shall include all genders.In this Agreement, the following terms have the following meanings;
 (a)
    
    ASSAY shall mean the method and experimental protocol providing a means to
measure [***] of the SINGLE-CHAIN ANTIBODY supplied by MICROMET to BIOVATION in the
context of a BiTE
 
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(b)
    
    BiTE shall mean a single-chain bispecific antibody format proprietary to
MICROMET consisting of the SINGLE-CHAIN ANTIBODY connected via a peptide linker to a
second single-chain antibody binding to a target cell antigen(c)
    
    BIOVATION PATENT RIGHTS shall mean all patent applications and granted
patents relevant to DEIMMUNISATION TECHNOLOGY which are or become owned by
BIOVATION, or to which BIOVATION otherwise has, now or in the future, the right to
grant licences, and which generically or specifically claim TECHNICAL INFORMATION,
technology, products or a composition comprising products, a process for manufacturing
or formulating a product, an intermediate used in such process or a use of product or
a technology, as well as all other intellectual property rights arising therefrom,
including, but not limited to, all continuations in part, divisional applications, and
future patents issuing thereon, corresponding foreign patent applications and patents,
all reissues, re-examinations, extensions, including supplementary protection
certificates and including, but not limited to, the PATENT RIGHTS(d)
    
    BISPECIFIC PRODUCT(S) shall mean each bispecific antibody developed by
coupling the DEIMMUNISED ANTIBODY (or portion thereof) with another antibody (or
portion thereof)(e)
    
    CONFIDENTIAL INFORMATION shall mean all information disclosed by MICROMET
to BIOVATION with reference to the SINGLE-CHAIN ANTIBODY, whether such information is
in tangible or intangible form, including non-technical or technical information,
trade secrets, know-how, inventions, processes and samples. CONFIDENTIAL INFORMATION
shall include any oral disclosure provided such oral disclosure is reduced to writing
and given to BIOVATION in written form within 30 days after oral disclosure.(f)
    
    DEIMMUNISED ANTIBODY(IES) shall mean all genetically engineered variant(s)
of the SINGLE-CHAIN ANTIBODY arising from the RESEARCH PROGRAMME(g)
    
    DEIMMUNISATION TECHNOLOGY shall mean the technical process applied by
BIOVATION to generate DEIMMUNISED ANTIBODY as outlined in the RESEARCH PROGRAMME.(h)
    
    DELIVERABLES shall mean any and all materials and specific know how arising
out of the RESEARCH PROGRAMME as it relates to exploitation of the SINGLE-CHAIN
ANTIBODY(IES) including, without limitation, all specific data reports, specific cell
lines, specific plasmids and antibodies including the DEIMMUNISED ANTIBODY(IES).
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(i)
    
    EFFECTIVE DATE shall mean the date, first mentioned above.(j)
    
    FIELD shall mean the field of human therapy and human in vivo and in vitro
diagnostics limited to the SINGLE-CHAIN ANTIBODY.(k)
    
    NET SALES shall mean the total annual gross receipts for sales of PRODUCTS
by or on behalf of MICROMET and its permitted sublicensees or from leasing, renting or
otherwise making PRODUCTS available to third parties on a payment basis, whether
invoiced or not, less (i) quantity and/or cash discounts, allowances, rebates,
customer merchandising and pricing funds (including price declines and managed care
discounts), wholesaler discounts and chargebacks allowed or given from the billed
amount, (ii) freight, postage, shipping, packing and insurance expenses (if separately
identified in the invoice), (iii) credits or refunds allowed for rejected, outdated or
returned product and (iv) sales and other taxes and duties directly related to the
sale (not including income tax) as detailed in the respective invoice. No deductions
shall be made for commissions paid to individuals, whether they be with independent
sales agencies or regularly employed by MICROMET and on its payroll, or for the cost
of collections.(l)
    
    PATENT RIGHTS shall mean (i) those patent applications and (ii) patents
based on inventions derived or arising from a SINGLE-CHAIN ANTIBODY, which were first
conceived or reduced to practice during the performance of the RESEARCH PROGRAMME, and
(iii) all patents issuing on (i) or (ii) throughout the world, as well as
substitutions, extensions, reissues, renewals, divisional applications, continuations,
continuations-in-part of or to (i) or (ii) above, to the extent that they are
necessary or useful to manufacture, use, sell, offer for sale, or export a PRODUCT.(m)
    
    PRODUCT shall mean any product incorporating or derived through the
application of DEIMMUNISATION TECHNOLOGY to a SINGLE-CHAIN ANTIBODY, which could not
be manufactured, used, sold, offered for sale, or exported without a licence under the
PATENT RIGHTS.(n)
    
    The RESEARCH PROGRAMME shall mean the programme outlined in Schedule II
attached hereto and made a part hereof for the SINGLE-CHAIN ANTIBODY.(o)
    
    SINGLE-CHAIN ANTIBODY shall mean one single-chain antibody binding to a
certain antigen and the cDNA which produces the SINGLE-CHAIN ANTIBODY as specified in
Schedule I attached hereto and made a part hereof.
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(p)
    
    TECHNICAL INFORMATION shall mean technical and scientific information and
proprietary technology relevant to DEIMMUNISATION TECHNOLOGY which is owned by,
licensed-in by or otherwise in the possession of BIOVATION at the EFFECTIVE DATE
and/or during the period of the RESEARCH PROGRAMME.
 2.
    
    COLLABORATION2.1
    
    After the EFFECTIVE DATE, MICROMET shall transfer to BIOVATION the cDNA of the SINGLE-CHAIN
ANTIBODY and information pertaining thereto. Such SINGLE-CHAIN ANTIBODY is and shall remain
the property of MICROMET and BIOVATION shall have no rights therein. Upon receipt of the
SINGLE-CHAIN ANTIBODY, BIOVATION agrees to use reasonable efforts to conduct research relating
to the genetic engineering of each of the SINGLE-CHAIN ANTIBODY transferred to the extent
described in the RESEARCH PROGRAMME.2.2
    
    During the RESEARCH PROGRAMME, BIOVATIONs principal investigator and representative shall be
Dr Frank Carr and MICROMETs principal representative shall be Dr Patrick Baeuerle or other
such person or persons as the respective parties shall notify the other in writing.2.3
    
    BIOVATION shall provide MICROMET with a written research report upon completion of the
RESEARCH PROGRAMME for the SINGLE-CHAIN ANTIBODY transferred. BIOVATION will deliver to
MICROMET at the completion of Stage 2 of the RESEARCH PROGRAMME for the SINGLE-CHAIN ANTIBODY,
[***] from the SINGLE-CHAIN ANTIBODY with sufficient information and materials for MICROMET to
reasonably verify satisfactory completion of Stage 2. The representatives or their designees
shall keep in contact during the conduct of the RESEARCH PROGRAMME for the SINGLE-CHAIN
ANTIBODY.2.4
    
    Upon completion of the RESEARCH PROGRAMME for the SINGLE-CHAIN ANTIBODY, BIOVATION shall
provide to MICROMET all DELIVERABLES together with samples of the relevant materials created
during the RESEARCH PROGRAMME, such as plasmids, cell lines and DEIMMUNISED ANTIBODY(IES),
along with any protocol for using, handling and storing such materials.
 
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3.
    
    GRANT OF RIGHTS3.1
    
    BIOVATION agrees to grant to MICROMET under the PATENT RIGHTS a non-exclusive world-wide
licence to the extent necessary to commercialise the DEIMMUNISED ANTIBODY (as specified in
Schedule II) and/or the DELIVERABLES in the FIELD. For greater certainty, such
commercialisation of the DEIMMUNISED ANTIBODY shall include and be limited to the clinical
development, launch, manufacture, marketing and distribution of the PRODUCT. MICROMET shall
be entitled to grant sub-licences of the rights required to commercialize the PRODUCT provided
that MICROMET informs BIOVATION of any such sublicence granted in writing and provided further
that any such sublicence agreement is in full accordance with the terms and conditions of this
Agreement4.
    
    FUNDING4.1
    
    In consideration for the research performed by BIOVATION and the licence granted, MICROMET
shall make the following payments to BIOVATION:
 (a)
    
    the sum of US$[***] upon the EFFECTIVE DATE;(b)
    
    upon completion of Stage 2 (as described in Schedule II) of the RESEARCH
PROGRAMME, the sum of US$[***] plus the sum of US$[***] subject to delivery of [***];(c)
    
    within [***] months of completion of Stage 2 (as described in Schedule II) of
the RESEARCH PROGRAMME, the sum of US$[***] subject to the [***] having an [***] in
the [***] (as described in SCHEDULE III) which is not more than [***].
 4.2
    
    All payments under Section 4.1 (a), (b) and (c) shall be due within thirty days of receipt of
invoice by MICROMET from BIOVATION and are under no circumstances refundable.
 4.3
    
    Following the completion of the first clinical trial with the first DEIMMUNISED ANTIBODY,
upon MICROMETs decision to make public any clinical results, MICROMET shall immediately
provide to BIOVATION a copy of any clinical data which MICROMET elects to make public.
BIOVATION will not disclose or otherwise make public clinical data from MICROMET which
MICROMET has not already put into the public domain without MICROMETs prior written approval,
which approval shall not be unreasonably withheld.
 
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4.4
    
    Provided that MICROMET has paid all balances due under clause 4.1 above, BIOVATION herewith
grants to MICROMET for each specific DEIMMUNISED ANTIBODY a non-exclusive licence under the
PATENT RIGHTS to the extent necessary for worldwide commercialisation of the DEIMMUNISED
ANTIBODY derived from the specific SINGLE-CHAIN ANTIBODY sequence. Under such licence grant
MICROMET shall be entitled to launch, manufacture, market, distribute and to commercialise a
PRODUCT but shall not be entitled to use BIOVATION PATENT RIGHTS or any of BIOVATIONS
proprietary technology to discover DEIMMUNISED ANTIBODIES independently of BIOVATION. It is
expressly understood that MICROMET shall pay to BIOVATION for each PRODUCT containing the
DEIMMUNISED ANTIBODY:
 (a)
    
    US$[***] upon the commencement of the first phase I clinical trial (i.e.,
dosing of first human subject in such trial) for each of the first two BISPECIFIC
PRODUCTS. US$[***] upon the commencement of the first phase II clinical trial (i.e.,
dosing of first human subject in such trial) for each of the first two BISPECIFIC
PRODUCTS;(b)
    
    US$[***] upon the commencement of the first phase III clinical trial (i.e.,
dosing of first human subject in such trial) per BISPECIFIC PRODUCT;(c)
    
    US$[***] upon submission of first BLA or equivalent per BISPECIFIC PRODUCT;(d)
    
    a payment of US$[***] upon cumulative total sales per BISPECIFIC PRODUCT of
US$[***];(e)
    
    a payment of US$[***] upon cumulative total sales per BISPECIFIC PRODUCT of
US$[***];(f)
    
    a payment of US$[***] upon cumulative total sales per BISPECIFIC PRODUCT of
US$[***];(g)
    
    a royalty of [***]% on NET SALES of first BISPECIFIC PRODUCT and for the
second and each subsequent BISPECIFIC PRODUCT a royalty of [***]% on NET SALES up to
US$[***], a royalty of [***]% on NET SALES from US$[***] to US$[***] and a royalty of
[***]% on NET SALES exceeding US$[***].
  
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advance invoice from BIOVATION. MICROMET will promptly notify BIOVATION of an event
triggering a payment under this section 4.4. After the beginning of commercialisation of
each DEIMMUNISED ANTIBODY or a PRODUCT relating thereto, all payments under (g), above
shall be due within [***] days following the end of each calendar quarter.At the election of MICROMET a payment of US$[***] may be made within [***] to [***] above
to [***] for the [***]. At the election of MICROMET a payment of US$[***] may be made
within [***] to [***]. At the election of MICROMET a payment of US$[***] may be made
within [***] to [***].4.5
    
    In the event MICROMET does not enter into clinical Phase I trial with at least one
DEIMMUNISED ANTIBODY within 24 months of the payment due according to 4.1(c) and the
DEIMMUNISED ANTIBODY fulfils the specifications described in clause 4.1 (c) MICROMET shall
either:
 (a)
    
    pay the amount of US$[***] to extend the time point to [***]; and(b)
    
    pay the amount of US$[***] as a final payment for work performed in
connection with the RESEARCH PROGRAMME; or(c)
    
    assign all of its right, title and interest in the PATENT RIGHTS and
DELIVERABLES to BIOVATION and other rights proprietary to MICROMET to allow BIOVATION
to commercialise the DEIMMUNISED ANTIBODY provided that BIOVATION is in full
accordance with the terms and conditions of the relevant agreements MICROMET has with
third parties and provided that assignment of rights made under this clause 4.5(c)
shall be limited to rights specific to the DEIMMUNISED ANTIBODY as to which payment
was made from MICROMET to BIOVATION pursuant to clause 4.1(c).
 4.6
    
    Payments shall be made by cheque drawn upon a UK clearing bank or paid by wire transfer into
BIOVATIONs designated bank account. BIOVATION reserves the right to suspend all work on the
RESEARCH PROGRAMME in the event payment is past due.
 4.7
    
    Unless agreed in writing by BIOVATION, any payments due hereunder which are not paid within
thirty days of receipt by MICROMET of invoice from BIOVATION shall then be subject to the levy
of interest charges at the rate of [***] calculated from the published rate on the last day of
each preceding month where a balance is due.
 
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4.8
    
    Immediately following MICROMETs decision to seek a partner or licensee for the first
SINGLE-CHAIN ANTIBODY, MICROMET will provide sufficient non-confidential information to
BIOVATION to consider a proposal to MICROMET for BIOVATION or an affiliate of BIOVATION to
enter into negotiations to become a partner or licensee. Confidential information available
for potential partners will be made available to BIOVATION upon signing an appropriate secrecy
agreement.4.9
    
    MICROMET agrees to keep true and accurate records and books of account containing all data
necessary for the calculation of the royalties payable to BIOVATION under section 4.4. Such
records and books of account shall upon reasonable notice having been given by BIOVATION be
open at all reasonable times during business hours for inspection by a duly authorised, but
neutral and independent accountant, who shall be acceptable to both parties without prejudice4.10
    
    MICROMET shall prepare a statement in respect of each calendar quarter of this Agreement
which shall show for the calendar quarter in question MICROMETs NET SALES on sales by it of
the PRODUCTS on a country by country basis, details of the quantities of PRODUCTS sold in each
country and the royalty and VAT due to BIOVATION thereon pursuant to section 4.4 above. Such
statement shall be submitted to BIOVATION within [***] following the end of the calendar
quarter or part thereof to which it relates together with a remittance for the royalties and
VAT due to BIOVATION. If BIOVATION shall give notice to MICROMET within [***]s of the receipt
of any such statement that it does not accept the same such statement shall be certified by an
independent chartered accountant appointed by agreement between the parties or, in default of
agreement within [***], by the President for the time being of the Institute of Chartered
Accountants of England and Wales in London. MICROMET shall make available all books and
records required for the purpose of such certification at reasonable times during normal
business hours and the statement so certified shall be binding between the parties. The costs
of such certification shall be the responsibility of BIOVATION if the certification shows the
original statement to have been understating due payments by more than [***]% and otherwise
shall be the responsibility of MICROMET. Following any such certification the parties shall
make any adjustments necessary in respect of the royalties already paid to BIOVATION in
relation to the year in question.4.11
    
    MICROMET shall pay royalties to BIOVATION free and clear of and without deduction or
deferment in respect of any demand, set-off, counterclaim or other dispute and so far as is
legally possible such payment shall be made free and clear of any taxes imposed by or under
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authority and in particular but without limitation where any sums due to be paid to
BIOVATION hereunder are subject to any withholding or similar tax. MICROMET and, without
prejudice to the foregoing, BIOVATION shall use their best endeavours to do all such lawful
acts and things and to sign all such lawful deeds and documents as will enable MICROMET to
take advantage of any applicable legal profession or any double taxation treaties with the
object of paying the sums due to BIOVATION without imposing or withholding any tax. Sums
are expressed in this agreement as exclusive of value added tax (VAT). BIOVATION agrees to
provide MICROMET with a VAT invoice in respect of every payment affected by VAT.5.
    
    RIGHTS TO DELIVERABLES AND TECHNOLOGY5.1
    
    Upon payment of all balances due under clause 4.1, BIOVATION shall forthwith assign to and
deliver documentation to MICROMET evidencing all rights to the DELIVERABLES.5.2
    
    Pursuant to clause 5.1, MICROMET shall be free to use the DELIVERABLES including any methods,
protocols and procedures it receives from BIOVATION in any manner whatsoever subject to the
provision of clause 8.4 and provided that MICROMET shall not be entitled to use BIOVATION
PATENT RIGHTS or any of BIOVATIONS proprietary technology to discover DEIMMUNISED ANTIBODIES
independently of BIOVATION.5.3
    
    In cases where employees of both parties have made an invention in the course of the RESEARCH
PROGRAMME and are co-inventors thereof, all relating intellectual property rights will be
jointly owned by BIOVATION and MICROMET. In cases where only one party has made an invention
in the course of the RESEARCH PROGRAMME, this invention will solely belong to the party the
employees of which made the invention. In any event, regardless BIOVATION shall inform
MICROMET of its intent to file patent applications to inventions covering the DEIMMUNISED
ANTIBODIES made in the course of the RESEARCH PROGRAMME. BIOVATION shall obtain MICROMETs
written consent before filing a patent application featuring inventions to the DEIMMUNISED
ANTIBODIES made during the course of the PROGRAMME. In the jointly owned cases, the filing
strategy for patentable inventions will be developed and negotiated in good faith by the
parties and the costs will be shared in equal parts. Moreover, MICROMET and BIOVATION will be
joint applicants in those cases. Pursuant to this paragraph for all such inventions,
BIOVATION agrees to grant MICROMET, without further consideration, an exclusive worldwide
license in all intellectual property arising in the course of the RESEARCH PROGRAMME to
research, develop, make, use, sell and commercialise the DEIMMUNISED ANTIBODY. In the event
either party fails diligently to file, prosecute, maintain or defend patents and patent
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any patentable inventions will become jointly owned and the other party will be entitled to
undertake such filing, prosecution, maintenance and defense, as its own cost and with the
cooperation of the first party.
 5.4
    
    If any warning letter or other notice of infringement of a third partys patent rights is
received by or brought against either party because of such partys performance pursuant to
this Agreement or with respect to the SINGLE-CHAIN ANTIBODY, the parties shall promptly and in
good faith coordinate and lend all reasonable assistance to each other in taking legal action,
if appropriate, which is mutually agreed upon.5.5
    
    If, in relation to the RESEARCH PROGRAMME of SCHEDULE II, the [***] by BIOVATION of [***] and
the design and construction of [***] infringes on any method claims of third party rights
which requires MICROMET to make additional payments of any kind to that third party, MICROMET
and BIOVATION agree to negotiate in good faith a reduction of the milestone and royalty
payments set forth in 4.4 up to a [***]% maximum reduction in such payments.6.
    
    TERMS AND TERMINATION6.1
    
    Subject as hereinafter provided this Agreement and the licence granted pursuant thereto shall
continue in full force and effect for a period of fifteen (15) years from the EFFECTIVE DATE,
or until the last of the PATENT RIGHTS expires, whichever is the later.6.2
    
    Either party shall have the right to immediately terminate this Agreement in the event the
other party (i) shall fail to perform any of its material obligations under this Agreement and
such default is not cured within [***] of written notice of default, or (ii) shall file for
protection under bankruptcy or similar statutes or shall be liquidated.6.3
    
    Upon expiration of this Agreement pursuant to Section 6.1, BIOVATION shall deliver possession
and title to all DELIVERABLES and shall return any materials received from MICROMET. Articles
5, 7 and 8 shall survive expiration of this Agreement. All payments due prior to termination
will have to be paid by MICROMET, no further payments will be due.6.4
    
    Upon termination of this Agreement by MICROMET pursuant to Section 6.2, BIOVATION shall
deliver possession and title to all DELIVERABLES and shall return any materials received from
MICROMET. Articles 5, 7 and 8 shall survive
 
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expiration of this Agreement. All payments due prior to termination will have to be paid
by MICROMET, no further payments will be due.6.5
    
    BIOVATION may terminate this Agreement and the said licences forthwith by notice to MICROMET
to that effect upon the happening of any of the following events:-
 (i)
    
    if MICROMET fails to perform or observe any of the obligations on its part to
be performed or observed and if the breach is one capable of remedy has not been
remedied within [***] of the giving of a notice informing MICROMET of such breach.
Articles 7 and 8 shall survive termination of this Agreement;(ii)
    
    if MICROMET files a voluntary petition in bankruptcy or applies to any
Tribunal for a Receiver Trustee or similar officer to be appointed by any Court or
Executive Department to liquidate or conserve MICROMET or any substantial part of its
property or assets due to insolvency or to the threat thereof or if MICROMET suffers
any trusteeship or receivership to continue undischarged for a period of [***] or
suffers any similar procedure for the relief of distressed debtors entered into by
MICROMET voluntarily or involuntarily or if MICROMET is otherwise divested of its
assets for a period of sixty days or makes a general assignment for the benefit of its
creditors. Articles 7 and 8 shall survive termination of this Agreement.
 6.6
    
    Before completion of Stage 2 MICROMET may only terminate under 6.2. After completion of
Stage 2 MICROMET may terminate this Agreement and the Licences granted pursuant hereto by
giving to BIOVATION [***] notice to that effect and the terms of clause 4.5 shall then apply.
Such termination shall be without prejudice to the right of BIOVATION to enforce the PATENT
RIGHTS in the event of subsequent sale of PRODUCTS by MICROMET or its sublicencee(s).
Articles 7 and 8 shall survive termination of this Agreement. All payments due prior to
termination will have to be paid by MICROMET, no further payments will be due apart from but
under clause 4.5(b and c) if applicable.6.7
    
    Termination of this Agreement shall be without prejudice to any rights of either party
against the other which may have accrued up to the date of such termination.
 
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7.
    
    CONFIDENTIALITY7.1
    
    BIOVATION agrees that it will hold the CONFIDENTIAL INFORMATION received from MICROMET in
secrecy, and confidence and will not disclose it to any third person, nor use it for any
purpose other than for the purpose of this Agreement, unless or until such CONFIDENTIAL
INFORMATION:
 (a)
    
    was known to BIOVATION at the time it was received, and BIOVATION promptly so
notifies MICROMET or is subsequently developed independently by BIOVATION without any
reliance on the information received; or(b)
    
    was publicly known when received from MICROMET or thereafter becomes publicly
known through no fault of BIOVATION; or(c)
    
    is made known to BIOVATION by a third person who did not derive it from
MICROMET and who does not impose any obligation or confidence on BIOVATION; or(d)
    
    is approved for disclosure by prior written consent of MICROMET; or(e)
    
    is required by government authority, and reasonable notice of the impending
disclosure has been given to MICROMET.
 7.2
    
    BIOVATION further agrees that it will restrict disclosure of the CONFIDENTIAL INFORMATION to
within its own organisation and affiliates to those persons having a need to know it for the
purpose of this Agreement, and that such persons will be advised of the obligation set forth
in this Agreement and obligated in like fashion.7.3
    
    The above obligations shall expire [***] years from the date of BIOVATION receiving the
CONFIDENTIAL INFORMATION.7.4
    
    All CONFIDENTIAL INFORMATION shall remain the sole and exclusive property of MICROMET7.5
    
    This Agreement shall not be construed as granting any licence rights with respect to the
CONFIDENTIAL INFORMATION.7.6
    
    MICROMET agrees to be bound by the obligations under Article 7 respectively with regard to
TECHNICAL INFORMATION.
 
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7.7
    
    The parties agree that any disclosure of the content of this Agreement (including disclosure
in connection with potential stock exchange listings, if any) shall be subject to the parties
prior written mutual agreement.8.
    
    WARRANTIES AND DISCLAIMERS8.1
    
    BIOVATION represents and warrants that the performance of its own obligations hereunder will
not conflict with any existing or future obligation of BIOVATION to a third party.8.2
    
    Except as otherwise provided in this agreement, neither party makes any representations or
warranties whatsoever, whether express or implied, with regard to any materials, information
or know-how, including, without limitation, the TECHNICAL INFORMATION, DELIVERABLES,
DEIMMUNISED ANTIBODY(IES) (as below); in particular neither party makes any warranty of
merchantability or fitness for a particular purpose.8.3
    
    MICROMET indemnifies, defends and holds harmless BIOVATION and its affiliates from any claims
brought against MICROMET by third parties in respect of any damage or injury directly or
indirectly resulting from the use of the DELIVERABLES or the DEIMMUNISED ANTIBODY(IES).8.4
    
    MICROMET will be responsible for obtaining additional licences to any patents and
technologies required for the commercialisation of the DEIMMUNISED ANTIBODIES and, upon
request, BIOVATION will provide reasonable assistance to MICROMET in obtaining such licences
provided that MICROMET shall reimburse BIOVATION for all out-of-pocket expenses incurred by
BIOVATION in providing such assistance.8.5
    
    Nothing in this Agreement or in any licences to be granted pursuant thereto shall be
construed as a representation or warranty that the BIOVATION PATENT RIGHTS are valid or that
any manufacture, use, sale or other disposal of the PRODUCTS is not an infringement of any
patents or other rights not vested in BIOVATION.8.6
    
    MICROMET shall promote the sale of the PRODUCTS of good marketable quality and shall use
reasonable endeavours to meet the market demand therefore.9.
    
    INFRINGEMENTIf MICROMET becomes aware of a suspected infringement of the BIOVATION PATENT RIGHTS it
shall notify BIOVATION giving full particulars thereof. If the alleged infringement
consists of any act which (if done by MICROMET) would be within the scope of the licences
granted under this Agreement BIOVATION and MICROMET shall (within a reasonable time of the
said
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notification) consult together with a view to agreeing upon a course of action to be
pursued.
 10.
    
    WAIVERThe waiver by BIOVATION of any breach, default or omission in the performance or observance
of any of the terms of this Agreement by MICROMET shall not be deemed to be a waiver of any
other such breach, default or omission.11.
    
    FORCE MAJEUREIf the performance of this Agreement or any obligation hereunder (except for the payment of
money) is prevented, restricted or interfered with by reason of fire or other casualty or
accident, strikes or labour disputes, inability to procure raw materials, power or
supplies, war, invasion, civil commotion or other violence, compliance with any order of
any governmental authorities or any other act or conditions whatsoever beyond reasonable
control of either party hereto, the party so affected upon giving a prompt notice to the
other party shall be excused from such performance to the extent of such prevention,
restriction or interference; provided however that the party so affected shall use its best
efforts to avoid or remove such causes of non-performance and shall continue performance
hereunder with the utmost dispatch whenever such causes are removed.12.
    
    ASSIGNMENTIn the event that BIOVATION or MICROMET shall be acquired by another company, or be merged
with another company, this Agreement shall be assigned to and have become the obligation of
the acquiring company. However excluding this exception, this Agreement shall not be
assigned by either party without the prior written consent of the other party13.
    
    GOVERNING LAWSThis Agreement shall be governed and interpreted in accordance with laws of England.14.
    
    ARBITRATIONAll disputes, differences or controversies arising out of or in connection with this
Agreement, its interpretation, performance, or termination, which may arise between the two
parties hereto out of or in relation to this Agreement shall be amicably settled between
the parties hereto. In case of failure of amicable settlement between the parties hereto,
it shall be finally settled by binding arbitration under the rules of the International
Chamber of Commerce in Zürich,
 14/20




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Switzerland (as to proceedings initiated by BIOVATION) or in London, England (as to
proceedings initiated by MICROMET) by three arbitrators appointed in accordance with said
rules. The costs of the arbitration, including administrative and arbitrators fees, shall
be shared equally by the Parties. Each Party shall bear its own costs and attorneys and
witnesses fees; provided, however, that the prevailing Party, as determined by the
arbitration panel, shall be entitled to an award against the other Party in the amount of
the prevailing Partys costs and reasonable attorneys fees. The arbitration award shall
be final and each Party shall comply in good faith and submit itself to the jurisdiction of
the appropriate state or federal courts in Munich, Germany or London, England for the sole
purpose of the entry of such arbitrators award to render effective such arbitration
decision. Notwithstanding the foregoing, judgment on the award by the arbitrator may be
entered in any court having jurisdiction. If judicial enforcement or review of the
arbitrators decision is sought, the prevailing Party shall be entitled to costs and
reasonable attorneys fees in addition to any amount of recovery ordered by the court.15.
    
    NOTICES
 (a)
    
    All notices and statements required to be given to either party shall be
dispatched by recorded delivery or facsimile with confirmation by recorded delivery
addressed to such party at the following address:To BIOVATIONChief Executive OfficerBiovation LimitedCrombie LodgeAberdeen Science ParkBalgownie DriveAberdeen AB22 8GUUnited KingdomTel:
    
    44 1224 707337Fax:
    
    44 1224 708816To MICROMETVice President Business DevelopmentMicromet AGAm Klopferspitz 1982152 MartinsriedGermanyTel:
    
    49 89 895 2770Fax:
    
    49 89 895 27722(b)
    
    All notices and statements shall be deemed to be given, seven days after
mailing or at the time of delivery of a facsimile to the addresses above.
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(c)
    
    Each party hereto may change its address set forth above for the purpose of
this Agreement by giving a written notice to the other party from time to time.
 16.
    
    ENTIRE AGREEMENTThis Agreement contains the entire understanding of the parties hereto with respect to the
subject matter contained herein. There are no restrictions, promises, covenants or
understandings other than those expressly set forth herein, and no rights or duties on the
part of either party hereto are to be implied or inferred beyond those expressly herein
provided for. The parties hereto may, from time to time during the continuance of this
Agreement, modify, vary or alter any of the provisions of this Agreement but only by an
instrument duly executed by the parties hereto.17.
    
    MISCELLANEOUS PROVISIONS
 (a)
    
    Each party acknowledges that it has negotiated and entered into this
Agreement in good faith.(b)
    
    In the event any one of the provisions of this Agreement is held
unenforceable or in conflict with the law of any jurisdiction, the validity of the
remaining provisions shall not be affected by such holding. The Parties agree to
negotiate and amend in good faith such provision in a manner consistent with the
intentions of the Parties as expressed in the Agreement if any invalid or
unenforceable provision affects the consideration of either Party.(c)
    
    A press release to announce the signing of this Agreement shall be released
within 3 months of the EFFECTIVE DATE. Such press release and any further press
releases relating to this agreement shall be subject to agreement by both BIOVATION
and MICROMET.
  Biovation Ltd
 Signed
    
    /s/ Frank J. CarrDr Frank J CarrChief Executive Officer
 16/20




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Micromet AG
 Signed
    
    /s/ Christian ItinDr Christian ItinVice President, Business & Corporate Development
 17/20




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SCHEDULE I
 SINGLE-CHAIN ANTIBODY
 Designated Name
    
    Antigen[***]
    
    [***]
 
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    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
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SCHEDULE II
 STAGES OF THE RESEARCH PROGRAMME/TIMESCALE
 PROJECT
 Stage 1:[***]Timescale
    
    [***]Deliverables
    
    [***]Stage 2:[***]Timescale
    
    [***]Deliverables
    
    [***]
 
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    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 19/20




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SCHEDULE III
 ASSAY
  
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    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
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Exhibit 10.35
 1 st Amendment of the
Research and License Agreement of August 14 th 2001
between Micromet Ag And Biovation Limited
 th
  th
     (a)
    
    AMENDMENT DATE shall be the date of this amendment(b)
    
    MICROMETS [***] shall mean the SINGLE CHAIN ANTIBODY as described in the RESEARCH
AGREEMENT between BIOVATION and MICROMET of 14th August 2001(c)
    
    MICROMETS DEIMMUNISED [***] shall mean the lead DEIMMUNISED SINGLE CHAIN ANTIBODY as in
the RESEARCH AGREEMENT between BIOVATION and MICROMET of 14th August 2001 nominated
by MICROMET(d)
    
    The RESEARCH PROGRAMME II shall mean the programme outlined in Schedule IV attached hereto
and made a part hereof(e)
    
    [***] ASSAY shall mean the method and experimental protocol to measure [***] as detailed in
Schedule IV
  
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 1.




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2.2
    
    On the AMENDMENT DATE BIOVATION agrees to use reasonable efforts to conduct research relating
to the analysis of peptides derived from MICROMETS [***] and MICROMENTS DEIMMUNISED [***] to
the extent described in the RESEARCH PROGRAMME II2.4
    
    BIOVATION shall provide MICROMET with a written research report upon completion of the
RESEARCH PROGRAMME II for MICROMETS DEIMMUNISED [***]
  (b)
    
    The sum of US$[***] upon the AMENDMENT DATE(e)
    
    Upon completion of the RESEARCH PROGRAMME II, the sum of US$[***] subject to all [***]
derived from MICROMETS DEIMMUNISED [***] exhibiting [***]
  4.5
    
    In the event MICROMET does not enter into clinical Phase I trial with at least one
DEIMMUNISED ANTIBODY within 24 months of the payment upon completion of the RESEARCH PROGRAMME
II and the DEIMMUNISED ANTIBODY fulfils the specifications described in clause 4.1 (c) and
[***] MICROMET shall either:(a)
    
    pay the amount of US$[***] to extend the time point to [***] by [***]; and(b)
    
    pay the amount of US$[***] as a final payment after [***] for work performed in connection
with the RESEARCH PROGRAMME or(c)
    
    assign all of its right, title and interest in the PATENT RIGHTS and DELIVERABLES to
BIOVATION and other rights proprietary to MICROMET to allow BIOVATION to commercialise the
DEIMMUNISED ANTIBODY provided that BIOVATION is in full accordance with the terms and
conditions of the relevant agreements MICROMET has with third parties and provided that
assignment of rights made under this clause 4.5(c) shall be limited to rights specific to the
DEIMMUNISED ANTIBODY as to which payment was made from MICROMET to BIOVATION pursuant to
clause 4.1(c).
 
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 2.




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STAGES OF THE RESEARCH PROGRAMME II/TIMESCALE
 PROJECT
    
    [***][***]Timescale
    
    [***]Deliverables
    
    [***]
  
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 3.




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##### 



th
 Biovation Ltd
 Signed
    
    /s/ Frank J. CarrDr Frank J CarrChief Executive Officer
 Micromet AG
 Signed
    
    /s/ Christian ItinDr Christian ItinChief Business Officer
 st
 4.




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##### 



Exhibit 10.35
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 SECOND AMENDMENT TO RESEARCH AND LICENCE AGREEMENT
AND ASSIGNMENT
 This Second Amendment to Research and Licence Agreement and Assignment  Biovation Limited Micromet AG
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
    
    Assignment of Bispecific Products
 1.1 Assignment
 (a)
    
    the Bispecific Products;
 1.




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##### 



(b)
    
    the right to file applications for patent in any country
claiming the Bispecific Products, including all rights under the Hague
Convention, the Paris Convention for the Protection of Industrial Property,
and under the Patent Cooperation Treaty;(c)
    
    any application(s) for patent in any country claiming the
Bispecific Products;(d)
    
    any application(s) for patent in any country claiming
priority to any application(s) for patent claiming the Bispecific Products,
including any division(s), continuation(s), and continuation(s)-in-part;(e)
    
    any provisional or other right to recover damages, including
royalties, for prior infringements of any application for patent identified in
the proceeding paragraphs (b)  (d); and(f)
    
    any patent(s) in any country that may be granted for or on
any application for patent identified in the preceding paragraphs (b)  (d),
including any reissue(s) and extension(s) of said patent(s).
  1.2 Transfer
 1.3 Representations
 1.4 Covenants
 2.




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##### 



2.
    
    Amendment
 2.1 Research and Licence Agreement Terms
 2.2 Amendments to Definitions
 2.2.1
  2.2.2
  2.3 Amendment to Clause 3.1
  2.4 Sublicences.
  
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 3.




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provided that
 2.5 Amendment to Clause 8.1
  3.
    
    Miscellaneous
  In Witness Whereof
  Biovation Limited
    
    Micromet AG
 
 ***
    
    Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 4.




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##### 



By:
    
    /s/ Frank J. Carr
    
    
    
    By:
    
    /s/ Christian ItinName: Frank J. Carr
    
    
    
    Name: Christian ItinTitle: CEO
    
    
    
    Title: CEO
 5.




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APPENDIX 1
 Description of Inventions
  
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions. 1.