**Exhibit 10.21****Executive Employment Agreement**This executive employment agreement (the “Agreement”) is entered into as of June 2, 2006 by andbetween **Micromet, Inc.**(hereinafter “Company”) and**Dr. Jens Hennecke****Pariser Str. 34****81667 München**(hereinafter “**Executive**”).**Whereas,** Company desires to employ Executive to provide personal services to Company, andwishes to provide Executive with certain compensation and benefits in return for his services; and**Whereas,** Executive wishes to be employed by Company and provide personal services toCompany in return for certain compensation and benefits;**Now, therefore,** in consideration of the mutual promises and covenants contained herein, itis hereby agreed by and between the parties hereto as follows:     **1.****Employment by Company**          **1.1 Position.**Subject to terms set forth herein, Company agrees to employ Executive in theposition of Vice President, Business Development, and Executive hereby accepts such employment.During his employment with Company, Executive will devote his best efforts and substantially all ofhis business time and attention to the business of Company, except for vacation periods andreasonable periods of illness or other incapacities permitted by Company’s general employmentpolicies.          **1.2 Duties and Location.**Executive will serve in an executive capacity and will perform suchduties as are customarily associated with his then current title, consistent with the certificateof incorporation and the bylaws of Company, and as required by the board of directors of Company(the “**Board**”), including, without limitation, the performance of activities as an officer ofCompany or Company’s subsidiaries (including as a “*Vorstand*” of Company’s subsidiary Micromet AGupon the appointment by Micromet AG’s supervisory board). Executive will report directly to theChief Executive Officer of Company and shall be subject to the direction of the CEO and to suchlimits upon Executive’s authority as the CEO may from time to time impose, provided that anyobligations as “*Vorstand*” of Micromet AG will remain unaffected. In the event of the CEO’sincapacity or unavailability, Executive shall be subject to the direction of the Board. Executive’sprimary office location will be in the greater Munich metropolitan area. Company reserves theright to reasonably require Executive to perform his duties at places other than at his primaryoffice location from time to time, and to require reasonable business travel. Upon termination ofthe employment pursuant to Section 7, Executive agrees to resign from all functions which heexercised or assumed on the basis of or in connection with Executive’s
1

 
employment by Company, including Executive’s position as “*Vorstand*” of Micromet AG, subject to anyapplicable legal requirements regarding such resignation.          **1.3 Term.**The term of this Agreement will commence on June 2, 2006 and will continue from thatdate until June 2, 2010 (the “**Initial Term**”), and will be extended automatically for consecutiveone (1) year periods (each an “**Extension Term**”, and collectively with the Initial Term referred toherein as the “**Employment Term**”). If Company or Executive decides not to extend the Initial Termor any Extension Term, it or he may terminate this Agreement by providing written notice oftermination in accordance with Section 7.2 or 7.4, respectively, and the terms of Section 7.2 or7.4 will apply with respect to any such termination by Company or Executive, respectively. Inaddition, the Employment Term terminates upon termination of employment pursuant to Section 7below.          **1.4 Policies and Procedures.**In addition to the terms of this Agreement, the employmentrelationship between the parties will be governed by the general employment policies and practicesof Company, including those relating to protection of confidential information and assignment ofinventions. If the terms of this Agreement differ from or are in conflict with Company’s generalemployment policies or practices, this Agreement will control.     **2.****Compensation**          **2.1 Base Salary.**For services rendered hereunder by Executive during the Employment Term,Executive will receive an annualized base salary of onehundredandtwenty thousand Euros (€120,000)(the “**Base Salary**”), payable in accordance with Company’s regular payroll schedule (but not lessfrequently than monthly), less any payroll withholding and deductions due on such salary inaccordance with applicable law and Company’s general employment policies or practices. Such BaseSalary will be reviewed annually by the Compensation Committee of the Board and may be increased atits discretion. The Base Salary covers all overtime.          **2.2 Bonus.**Executive will participate in Company’s Management Incentive Compensation Planadopted by Company from time to time or in such other bonus plan as the Board may approve for thesenior executive officers of Company. Except as otherwise provided in this Agreement, Executive’sparticipation in and benefits under any such plan will be on the terms and subject to theconditions specified in the governing document of the particular plan.          **2.3 Equity Compensation.**Executive will participate in any equity or other employee benefitplan that is generally available to senior executive officers, as distinguished from generalmanagement, of Company, including, without limitation, Company’s current Equity Incentive AwardPlan. Except as otherwise provided in this Agreement, Executive’s participation in and benefitsunder any such plan will be on the terms and subject to the conditions specified in the governingdocument of the particular plan.          **2.4 Acceleration of Vesting.**The provisions concerning vesting pursuant to clauses (a), (b)and (c) of this Section 2.4 will be cumulative, and are hereby deemed to be a part of all stockoptions, restricted stock and such other awards granted pursuant to Company’sstock option and equity incentive award plans or agreements and any shares of stock issuedupon
2

 
exercise thereof (each a “**Stock Award**”) and to supersede any less favorable provision in any agreementor plan regarding such Stock Award.               **(a) **Subject to any additional acceleration of vesting and exercisability in connection with aChange of Control (as defined in subsection (d) below), fifty percent (50%) of Executive’soutstanding unvested Stock Awards will be automatically vested and exercisable on the date of firstclosing of any transaction or the stockholder vote resulting in such Change of Control.               **(b) **If Executive’s employment is terminated by Company without Cause, by Executive for GoodReason, or as a result of Executive’s death or Permanent Disability, Executive’s outstandingunvested Stock Awards that would have vested over the twelve (12) month period following the dateof termination had Executive remained continuously employed by Company during such period, will beautomatically vested and exercisable on the date of termination.               **(c) **If Executive’s employment is terminated by Company without Cause or by Executive for GoodReason within six (6) months prior to or twelve (12) months following a Change of Control, all ofExecutive’s outstanding unvested Stock Awards will be automatically vested and exercisable on thelater of (i) the date of termination or (ii) the date of first closing of any transaction or thestockholder vote resulting in such Change of Control. If the employment is terminated prior to theChange of Control, Company will inform Executive in writing of any Change of Control occurringwithin six (6) months of such termination, and will offer to Executive any of Executive’s StockAwards that had not vested at the time of termination.               **(d) “Change of Control”**means and includes each of the following events:                    **(i) **the acquisition, directly or indirectly, by any “person” or “group” (as those terms aredefined in Sections 3(a)(9), 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended(the “**Exchange Act**”), and the rules thereunder) of “beneficial ownership” (as determined pursuantto Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election ofdirectors (“**Voting Securities**”) of Company that represent fifty percent (50%) or more of thecombined voting power of Company’s then outstanding Voting Securities, other than:                         **(1) **an acquisition by a trustee or other fiduciary holding securities under any employeebenefit plan (or related trust) sponsored or maintained by Company or any person controlled byCompany or by any employee benefit plan (or related trust) sponsored or maintained by Company orany person controlled by Company, or                         **(2) **an acquisition of Voting Securities by Company or a corporation owned, directly orindirectly by the stockholders of Company in substantially the same proportions as their ownershipof the stock of Company, or
3

 
                         **(3) **an acquisition of Voting Securities pursuant to a transaction described in clause (iii)below that would not be a Change of Control under clause (iii);                         *Provided, however,* that notwithstanding the foregoing, the following event will notconstitute an “acquisition” by any person or group for purposes of this subsection (i): anacquisition of Company’s securities by Company (the “**Securities Repurchase**”) which causes Company’sVoting Securities beneficially owned by a person or group to represent fifty percent (50%) or moreof the combined voting power of Company’s then outstanding Voting Securities, *except that*such Securities Repurchase will constitute a Change of Control if and when such person or group,after such Securities Repurchase, becomes the beneficial owner of any additional Voting Securitiesof Company;                    **(ii) **if, during any period of two (2) consecutive years, individuals who, at the beginning ofsuch period, constitute the Board together with any new director(s) (other than any directordesignated by a person who has entered into an agreement with Company to effect a transactiondescribed in clauses (i) or (iii) of this Section 2.4(d) whose election by the Board or nominationfor election by Company’s stockholders was approved by a vote of at least two-thirds (2/3) of thedirectors then still in office who either were directors at the beginning of the two (2) yearperiod or whose election or nomination for election was previously so approved), cease for anyreason to constitute a majority thereof;                    **(iii) **the consummation by Company (whether directly involving Company or indirectly involvingCompany through one or more intermediaries) of (x) a merger, consolidation, reorganization, orbusiness combination or (y) a sale or other disposition of all or substantially all of Company’sassets or (z) the acquisition of assets or stock of another entity, in each case otherthan:                         **(1) **a transaction which results in Company’s Voting Securities outstanding immediately beforethe transaction continuing to represent (either by remaining outstanding or by being converted intoVoting Securities of Company or the person that, as a result of the transaction, controls, directlyor indirectly, Company or owns, directly or indirectly, all or substantially all of Company’sassets or otherwise succeeds to the business of Company (Company or such person, the “**SuccessorEntity**”) directly or indirectly, at least a majority of the combined voting power of the SuccessorEntity’s outstanding Voting Securities immediately after the transaction, and                         **(2) **a transaction after which no person or group beneficially owns Voting Securitiesrepresenting fifty percent (50%) or more of the combined voting power of the Successor Entity;*provided, however*, that no person or group will be treated for purposes of this clause (2)as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entitysolely as a result of the voting power held in Company prior to the consummation of thetransaction.          **2.5 Standard Company Benefits.**Executive will be entitled to all rights and benefits forwhich he is eligible under the terms and conditions of the standard benefits and compensationpractices which may be in effect from time to time and provided by Company to its
4

 
employees generally, as may be adopted, amended or discontinued in its discretion, consistent withthen applicable law.          **2.6 Business Expenses**. Company will reimburse Executive for Company-related travel,entertainment and other expenses reasonably incurred by Executive on behalf of Company pursuant toCompany’s expense reimbursement policy for its employees.     **3.****Insurance and Indemnification**          **3.1 Disability and Life Insurance.**               **(a) **Company will provide at Company’s expense, and for the benefit of Executive and hisdesignated beneficiaries, disability and life insurance for the duration of the Employment Term inthe amount of at least €1,000,000.00 in the event of disability and at least €500,000.00 in theevent of death, all as provided to Executive immediately prior to the effective date of thisAgreement.               **(b) **Company will have the right to take out life, health, accident, “key-man” or otherinsurance covering Executive, in the name of Company and at Company’s expense in any amount deemedappropriate by Company. Executive will assist Company in obtaining such insurance, including,without limitation, submitting to any required examinations and providing information and datarequired by insurance companies.          **3.2 D&O Insurance.**Company will obtain and maintain at Company’s expense during theEmployment Term and for six (6) years thereafter liability insurance for the directors and officersof Company (D&O insurance) in the amount of at least US$10 million.          **3.3 Indemnification.**Company and Executive will enter into a separate indemnificationagreement, and Company will indemnify Executive in accordance with the terms of such agreement.     **4.****Vacation**          Executive is entitled to an annual, paid vacation in accordance with Company’s standardpolicies and as otherwise provided for senior executive officers, but in no event less than thirty(30) working days. Working days are all calendar days with the exception of Saturdays, Sundays andstatutory holidays in the greater Munich metropolitan area. Executive will coordinate the date ofvacation reasonably in advance with the other executive officers of Company, and the timing of suchvacation will be subject to the prior approval of the Chief Executive Officer.     **5.****Outside Activities During Employment**          **5.1 Exclusive Employment.**Executive agrees not to become engaged in any other businessactivity which, in the reasonable judgment of the CEO, is likely to interfere with Executive’sability to discharge his duties and responsibilities to Company. Executive may engage in civic andnot-for-profit activities, and participate in industry associations so long as such activities donot materially interfere with the performance of his duties hereunder. Executive
5

 
agrees that he will not join any boards, other than community and civic boards and boards ofindustry associations which do not interfere with his duties to Company, without the prior approvalof the Board.          **5.2 No Adverse Interests.**Except as permitted by Section 5.3, Executive agrees not toacquire, assume or participate in, directly or indirectly, any position, investment or interestknown by him to be adverse or antagonistic to Company, its business or prospects, financial orotherwise.          **5.3 Non-Competition during Employment Term.**During the Employment Term, except on behalf ofCompany or as expressly authorized by the Board, Executive will not directly or indirectly, whetheras an officer, director, stockholder, partner, proprietor, associate, representative, consultant,or in any capacity whatsoever engage in, become financially interested in, be employed by or haveany business connection with any other person, corporation, firm, partnership or other entitywhatsoever which were known by him to compete directly with Company, throughout the world, in anyline of business engaged in (or planned to be engaged in) by Company; *provided, however**,*that anything above to the contrary notwithstanding, he or his immediate family may own, as apassive investor, securities of any competitor corporation, so long as his direct holdings in anyone such corporation will not in the aggregate constitute more than one percent (1%) of the votingstock of such corporation.     **6.****Proprietary Information Obligations**          As a condition of employment, Executive agrees to execute and abide by the ProprietaryInformation and Inventions Agreement attached hereto as Exhibit A.     **7.****Termination Of Employment**          **7.1 Termination by Company for Cause.**               **(a) **Company may terminate Executive’s employment with Company at any time for Cause,determined in the Board’s discretion, upon written notice to Executive in accordance with therequirements of §626 German Civil Code. Executive will not be entitled to Severance Benefits (asdefined in Section 7.2(b)) in the event of a termination for Cause.               **(b) **“**Cause**” means any cause that gives rise to the right to termination pursuant to § 626German Civil Code, and includes, without limitation: (i) a material breach of this Agreement or anyother written agreement between Executive and Company; (ii) Executive’s gross negligence or willfulmisconduct in the performance of his duties; (iii) the commission of any act or omissionconstituting dishonesty or fraud that has a material adverse impact on Company or any successor oraffiliate thereof; (iv) any conviction of, or plea of “guilty’ or “no contest” to, a felony; (v)conduct by Executive which in the good faith and reasonable determination of the Board demonstratesgross unfitness to serve; (vi) failure to attempt in good faith to implement a clear and reasonabledirective of Company’s Chief Executive Officer after written notice of such failure, and failure byExecutive to cure the same within fifteen (15) business days after receipt of such notice; (vii)persistent unsatisfactory performance of job duties after written notice of such and failure tocure the same after having been provided with a reasonable opportunity to cure if deemed curable;or (viii) breach of fiduciary duty; *provided, however****,***that prior
6

 
to the determination that Cause under this subsection (b) has occurred, Company will (1) provide toExecutive in writing, in reasonable detail, the reasons for the determination that such “Cause”exists, (2) afford Executive a reasonable opportunity to remedy any such breach except with respectto clause (vi) above which specifies the applicable period of time for Executive to remedy hisbreach, (3) provide the Executive an opportunity to be heard prior to the final decision toterminate the Executive’s employment hereunder for such Cause, and (4) make any decision that suchCause exists in good faith.               **(c) **In connection with a termination of the employment pursuant to this Section 7.1, Executivewill not be entitled to receive any Severance Benefits (as defined in Section 7.2 below), unpaidbonuses or other compensation, other than accrued Base Salary plus other amounts to which Executiveis entitled under any bonus or compensation plan or practice of Company through the date oftermination.          **7.2 Termination by Company without Cause.**               **(a) **Company may terminate Executive’s employment with Company at any time without Cause, perthe end of a calendar month upon thirty (30) days’ prior written notice to Executive (or such otherperiod as may be required under applicable law or agreed by Executive and the Board), provided thatCompany may release Executive from his duties prior to the expiration of the applicable noticeperiod.               **(b) **In the event Company terminates Executive’s employment without Cause, Company will payExecutive the Base Salary due the Executive through the end of the applicable notice period, plusother amounts to which Executive is entitled under any bonus or compensation plan or practice ofCompany at the time of termination, regardless of whether or not Company sets a termination dateprior to the expiration of such period. In addition, and provided that Executive executes and doesnot revoke a release as provided in Section 8, Company will pay or grant Executive in lieu of anyother severance benefits or any other compensation the following as severance benefits (“**SeveranceBenefits**”):                    **(i) **an amount that is the greater of (1) the equivalent to the Base Salary for a period oftwelve (12) months from the date of termination, less any payroll withholding and deductions due onsuch salary in accordance with applicable law, or (2) the benefits under Company severance benefitplan applicable to Executive, if any, in effect on the termination date, and in each case less theBase Salary paid to Executive with respect to the applicable notice period after any earlierrelease date set by Company pursuant to subsection (a) above; and                    **(ii) **an amount equal to Executive’s Bonus (as defined below) for the year in which theemployment is terminated prorated for the period during such year Executive was employed prior tothe date of termination (or the full amount of the Bonus if Executive’s employment is terminatedwithin six (6) months prior to or twelve (12) months following a Change of Control). As used inthis Agreement, “**Bonus**” means the average of the bonuses awarded to Executive for each of the three(3) fiscal years prior to the date of termination, or such lesser number of years as may beapplicable if Executive has not been employed for three (3) full years on the date of termination.For purposes of determining Executive’s “Bonus,” to
7

 
the extent Executive received no bonus in a year due to a failure to meet the applicableperformance objectives, such year will still be taken into account (using zero (0) as theapplicable bonus) in determining Executive’s “Bonus” for purposes of this subsection (ii), and ifany portion of the bonuses awarded to Executive consisted of securities or other property, the fairmarket value thereof will be determined in good faith by the Board; and                    **(iii) **acceleration of vesting of Stock Awards pursuant to Section 2.4(b) or 2.4(c), asapplicable; and                    **(iv) **for the period beginning on the date of termination and ending on the date which istwelve (12) full months (or eighteen (18) months if Executive’s employment is terminated within six(6) months prior to or twelve (12) months following a Change of Control) following the date oftermination (or, if earlier, the date on which the applicable continuation period under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“**COBRA**”) expires), (1)reimburse Executive for the costs associated with continuation coverage pursuant to COBRA forExecutive and his eligible dependents who were covered under Company’s health plans as of the dateof Executive’s termination (provided that Executive will be solely responsible for all mattersrelating to his continuation of coverage pursuant to COBRA, including, without limitation, hiselection of such coverage and his timely payment of premiums), or for any health insurance premiumsof Executive’s health insurance paid by Company prior to termination of employment pursuant to thisSection 7.2 for which continuation coverage pursuant to COBRA is not available, and (2) pay for andprovide Executive and such eligible dependents with life insurance benefits coverage to the extentsuch Executive and/or such dependents were receiving such benefits prior to the date of Executive’stermination;                    **(v) **executive-level outplacement services at Company’s expense, not to exceed €15,000, by afirm selected by Executive from a list compiled by Company.               **(c) **The Severance Benefits due pursuant to Section 7.2(b)(i) and (b)(ii) will be payable as alump sum payment or in equal installments over a twelve (12) month period, as determined by theBoard in its discretion.               **(d) **Company will have the right to withhold further payments of unpaid Severance Benefits,upon its notice to Executive of the Board’s good faith reasonable belief, and the basis for thereasonable belief, that Executive has breached any of his post-termination obligations to Company.          **7.3 Termination by Executive for Good Reason.**               **(a) **Executive may voluntarily terminate his employment for Good Reason by notifying Company inwriting in accordance with the requirements of §626 German Civil Code.               **(b) **“**Good Reason**” means any reason that gives rise to Executive’s right to terminationpursuant to § 626 German Civil Code, and includes, without limitation: (i) the assignment toExecutive of any duties or responsibilities which result in the material diminution of Executive’sposition; (ii) a reduction by Company in Executive’s annual Base Salary; (iii) a relocation ofExecutive’s place of employment to a location outside the Munich metropolitan
8

 
area, except for required travel by Executive on Company’s business; (iv) any material breachby Company of this Agreement after written notice of such breach and failure by Company to cure thebreach within fifteen (15) business days after receipt of such notice; (v) any purportedtermination of Executive’s employment for Cause by Company that is not in accordance with thedefinition of Cause set forth in this Agreement; (vi) any failure to pay Executive the earned bonusfor any period under any management incentive compensation plan adopted by Company, if a majorityof other officers of Company or any successor or affiliate have been paid bonuses for such periodunder such plan; or (vii) any failure by Company to obtain the assumption of this Agreement by anysuccessor or assign of Company.               **(c) **In the event Executive terminates his employment under circumstances which constitute GoodReason, and provided that Executive executes and does not revoke a release as provided in Section8, Company will pay or grant Executive the Severance Benefits according to Section 7.2(b), providedthat Company will have the right to withhold further payments of unpaid Severance Benefits, uponits notice to Executive of the Board’s good faith reasonable belief, and the basis for thereasonable belief, that Executive has breached any of his post-termination obligations to Company.          **7.4 Termination by Executive Without Good Reason.**               **(a) **Executive may terminate the employment with Company at any time without Good Reason, uponthirty (30) days’ prior written notice to Company (or such other period as may be required underapplicable law or agreed by Executive and the Board), provided that Company may release Executivefrom his duties prior to the expiration of the applicable notice period.               **(b) **In connection with a termination of the employment pursuant to this Section 7.4, Executivewill not be entitled to receive any Severance Benefits, unpaid bonuses or other compensation,except that Company will pay Executive the Base Salary due the Executive through the end of theapplicable notice period, plus other amounts to which Executive is entitled under any bonus orcompensation plan or practice of Company at the time of termination, regardless of whether or notCompany releases Executive from his duties prior to the expiration of such period.          **7.5 Termination for Death.**               **(a) **The Employment Term will terminate immediately upon Executive’s death. Upon suchtermination, Company will pay to any beneficiaries designated by Executive in writing in Exhibit C(the “**Death Benefits Recipients**”), or in the absence of such designation, to Executive’s estate, inlieu of any other severance benefits or any other compensation:                    **(i) **the Base Salary due the Executive through the date of Executive’s death, plus otheramounts to which Executive is entitled under any bonus or compensation plan or practice of Companyat the time of Executive’s death;                    **(ii) **Executive’s annual base salary as in effect immediately prior to the date of death,payable over the twelve (12) month period commencing on the date of death in equal monthlyinstallments;
9

 
                    **(iii) **an amount equal to Executive’s Bonus for the year in which Executive’s death occurs,payable over the twelve (12) month period commencing on the date of death in equal monthlyinstallments.               **(b) **In addition, for the period beginning on the date of death and ending on the date which istwelve (12) full months following the date of death (or, if earlier, the date on which theapplicable continuation period under COBRA expires), Company will reimburse Executive’s eligibledependents for the costs associated with continuation coverage for such eligible dependentspursuant to COBRA) (provided that Executive’s dependents will be solely responsible for allmatters relating to such continuation of coverage pursuant to COBRA, including, without limitation,election of such coverage and the timely payment of premiums), or for any health insurance premiumsof Executive’s health insurance paid by Company prior to termination of employment pursuant to thisSection 7.5 for which continuation coverage pursuant to COBRA is not available.               **(c) **Executive may change the Death Benefits Beneficiaries by written notice to Company.          **7.6 Termination for Permanent Disability.**               **(a) **Company may terminate Executive’s employment by written notice at any time for PermanentDisability (as defined in subsection (c) below). Upon such termination, Company will pay Executive(i) the Base Salary due Executive through the date of termination, plus other amounts to whichExecutive is entitled under any bonus or compensation plan or practice of Company at the time oftermination, and (ii) provided that Executive executes and does not revoke a release as provided inSection 8, the Severance Benefits.               **(b) **The payments and Severance Benefits due the Executive under subsection (a) above are inlieu of any other severance benefits or any other compensation. The Severance Benefits duepursuant to Section 7.2(b)(i) and 7.2(b)(ii) will be payable as a lump sum payment or in equalinstallments over a twelve (12) month period, as determined by the Board in its discretion.               **(c) **“**Permanent Disability**” will be deemed to have occurred if Executive was physically ormentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for(i) a period in excess of ninety (90) consecutive days, or (ii) a period in excess of one hundredtwenty (120) days in the aggregate in any consecutive one hundred eighty (180) day period. Thisdefinition will be interpreted and applied consistent with applicable law. The existence ofExecutive’s Permanent Disability will be determined by Company on the advice of a physician chosenby Company and Executive (or in the event of mental disability, Executive’s Death BenefitsRecipients) and Company reserves the right to have the Executive examined by such physician atCompany’s expense.          **7.7 Cooperation Obligations.**               **(a) Transition Activities.**After delivery or receipt of any notice of termination byExecutive, and for a reasonable period following any termination of Executive’s employment for anyreason, Executive will fully cooperate with Company in all matters relating
10

 
to the winding up of Executive’s pending work and the orderly transfer of any such pendingwork to such other employees as may be designated by Company.               **(b) Return of Company’s Property.**If Executive’s employment is terminated for any reasonCompany will have the right, at its option, to require Executive to vacate his offices prior to oron the effective date of termination and to cease all activities on Company’s behalf. Upon thetermination of his employment in any manner, as a condition to the Executive’s receipt of anypost-termination benefits described in this Agreement, Executive will immediately surrender toCompany all lists, books and records of, or in connection with, Company’s business, and all otherproperty belonging to Company, it being distinctly understood that all such lists, books andrecords, and other documents, are the property of Company. Executive will deliver to Company asigned statement certifying compliance with this Section 7.7 prior to the receipt of anypost-termination benefits described in this Agreement               **(c) Litigation.**After the Employment Term, Executive will cooperate with Company inresponding to the reasonable requests of Company’s Chairman of the Board, CEO or General Counsel,in connection with any and all existing or future litigation, arbitrations, mediations orinvestigations brought by or against Company, or its or their respective affiliates, agents,officers, directors or employees, whether administrative, civil or criminal in nature, in whichCompany reasonably deems Executive’s cooperation necessary or desirable. In such matters,Executive agrees to provide Company with reasonable advice, assistance and information, includingoffering and explaining evidence, providing sworn statements, and participating in discovery andtrial preparation and testimony. Executive also agrees to promptly send Company copies of allcorrespondence (for example, but not limited to, subpoenas) received by Executive in connectionwith any such legal proceedings, unless Executive is expressly prohibited by law from so doing.               **(d) Expenses and Fees.**Company will reimburse Executive for reasonable out-of-pocket expensesincurred by Executive as a result of his cooperation with the obligations described in this Section7.7, within thirty (30) days of the presentation of appropriate documentation thereof, inaccordance with Company’s standard reimbursement policies and procedures. Except as provided inthe preceding sentence, Executive will not be entitled to any compensation for activities performedpursuant to this Section 7.7 during the period in which Executive receives any Severance Benefits.Thereafter, Company will pay Executive a compensation for activities performed pursuant to thisSection 7.7 based on an hourly rate of 160th of Executive’s monthly Base Salaryimmediately preceding the termination of employment (the “**Fees**”). In performing obligations underthis Section 7.7 following termination of the employment, Executive agrees and acknowledges thathe will be serving as an independent contractor, not as a Company employee, and he will be entirelyresponsible for the payment of all income taxes and any other taxes due and owing as a result ofthe payment of Fees, will not be eligible to participate in any Company benefit plans whileperforming such services.          **7.8 Surviving Clauses.**Sections 2.4, 3, 6, 7, 8, 9, 10, and 11 (including the definitions ofany defined terms referenced therein) will survive any termination or expiration of this Agreement.
11

 
     **8.****Release**          As a condition precedent to receipt of any Severance Benefits, Executive will provide Companywith an executed and effective general release substantially in the form attached hereto as ExhibitB (the “**Release**”), or a release in such other form as the parties may agree upon at the time.     **9.****Non-Competition**          **9.1 Non-Compete Obligation.**Executive will not, for a period of twelve (12) months from theend of the Employment Term (the “**Non-Compete Period**”), for Executive’s own account, or as owner,manager, officer, shareholder, consultant, director, representative or employee of a company,participate in the research or development of (i) antibodies against the EpCAM target molecule, or(ii) BiTE molecules or active agents which trigger the same mechanism as BiTE molecules(collectively, the “**Non-Compete Field**”). The Board may, in its discretion, reduce the scope of theNon-Compete Field.          **9.2 Non-Compete Payment.**Company agrees to pay Executive for the duration of the Non-CompetePeriod the annual Base Salary at that time of termination, but in no event less than 50% of theamount of the most recently received salary and benefits (the “**Non-Compete Payment**”). In the eventthat Company pays Executive any Severance Benefits, such payments may be fully set off against theNon-Compete Payment. The Non-Compete Payment is payable in twelve (12) monthly installments on orbefore the end of each month during the Non-Compete Period. Any income from employment, consultingor other services, and any unemployment benefits which Executive earns or receives during theNon-Compete Period will be set off against the Non-Compete Payment within the limits of § 74cGerman Commercial Code (GCoC). Executive will provide to Company information on the amount of anysuch income and benefits.          **9.3 Liquidated Damages.**If Executive breaches any of Executive’s obligations under thisSection 9, Company will be entitled to receive for each case of breach liquidated damages in theamount of three (3) months’ net salary, calculated based on Executive’s average monthly Base Salaryreceived in the last twelve months prior to termination of Executive’s employment less any payrollwithholding and deductions due on such salary in accordance with applicable law and Company’sgeneral employment policies or practices. In case of a continuing breach, the liquidated damageswill be due for each month during which such breach continues. In addition, Company will not berequired to make any Non-Compete Payments with respect to each month during which such breachexists or continues. The liquidated damages of this Section 9.3 will not limit the claim for anyadditional damages suffered by Company due to breach of this Section 9. § 74 et seq. GermanCommercial Code (GCoC) will apply with the exception of § 75a GCoC.     **10.****Non-Solicitation**          While employed by Company, and for six (6) months immediately following the date oftermination of the employment, Executive will not interfere with the business of Company by (a)soliciting, attempting to solicit, inducing, or otherwise causing any employee of
12

 
Company to terminate employment in order to become an employee, consultant or independentcontractor to or for any other person or entity; or (b) directly or indirectly causing any thirdparty that provides services to Company to terminate such business relationship.     **11.****General Provisions**          **11.1 Notices.**Any notices provided hereunder must be in writing and will be deemed effectiveupon the earlier of personal delivery or receipt if delivered by mail or courier service, toCompany at its primary office location and to Executive at his address as listed on Company payrollor the Executive’s then current place of abode.          **11.2 Confidentiality**. Executive will hold the provisions of this Agreement in strictestconfidence and will not publicize or disclose this Agreement in any manner whatsoever;*provided, however**,*that Executive may disclose this Agreement: (a) to Executive’s immediatefamily; (b) in confidence to his attorneys, accountants, auditors, tax preparers, and financialadvisors; (c) insofar as such disclosure may be necessary to enforce its terms or as otherwisepermitted or required by law. In particular, and without limitation, Executive agrees not todisclose the terms of this Agreement to any current or former employee of Company.          **11.3 Reasonableness of Restrictions.**Executive acknowledges and agrees that (a) he has readthis entire Agreement and understands it, (b) the limitations imposed in this Agreement do notprevent him from earning a living or pursuing his career following the termination of theemployment, and (c) the restrictions contained in this Agreement are reasonable, proper, andnecessitated by Company’s legitimate business interests. Executive represents and agrees that heis entering into this Agreement freely and with knowledge of its contents with the intent to bebound by the Agreement and the restrictions contained in it.          **11.4 Remedies.**Executive agrees that it may be impossible to assess the damages caused byExecutive’s violation of this Agreement or any of its terms. Executive agrees that any threatenedor actual violation of this Agreement or any of its terms will constitute immediate and irreparableinjury to Company and Company will have the right to enforce this Agreement and any of itsprovisions by injunction, specific performance or other relief, without bond and without prejudiceto any other rights and remedies that Company may have for a breach or threatened breach of thisAgreement.          **11.5 Severability.**In the event that a court finds this Agreement, or any of itsrestrictions, to be ambiguous, unenforceable, or invalid, the parties agree that the court willread the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and validto the maximum extent allowed by law. If the court declines to enforce this Agreement in themanner provided in this Section 11.5, Executive and Company agree that this Agreement will beautomatically modified to provide Company with the maximum protection of its business interestsallowed by law and Executive agrees to be bound by this Agreement as modified. In case any one ormore of the provisions, subsections, or sentences contained in this Agreement will, for any reason,be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality orunenforceability will not affect the other provisions of this Agreement, and this Agreement will beconstrued as if such invalid, illegal or unenforceable provision had never been contained herein.
13

 
          **11.6 Waiver.**If either party should waive any breach of any provisions of this Agreement orfail to enforce performance by the other party, he or it will not thereby be deemed to have waivedany preceding or succeeding breach or performance of the same or any other provision of thisAgreement. Any such waiver will be effective only if made in writing and signed by the Partywaiving such breach or performance.          **11.7 Complete Agreement; Amendment.**This Agreement and its Exhibits, constitute the entireagreement between Executive and Company and it is the complete, final, and exclusive embodiment oftheir agreement with regard to this subject matter. This Agreement replaces all previousagreements regarding the service relationship of Executive with Company. After commencement of theAgreement Executive does not have any further claim to compensation, including bonuses which wereagreed in the contract replaced by this Agreement, except outstanding due amounts. It is enteredinto without reliance on any promise or representation other than those expressly contained herein.This Agreement cannot be modified or amended except in a writing signed by an authorizedrepresentative of Company and Executive.          **11.8 Counterparts.**This Agreement may be executed in separate counterparts, any one of whichneed not contain signatures of more than one party, but all of which taken together will constituteone and the same Agreement.          **11.9 Assignment; Assumption by Successor; Non-transferability of Interest.**               **(a) **Company may assign this Agreement, without the consent of Executive, to any businessentity which at any time, whether by purchase, merger or otherwise, directly or indirectly,acquires all or substantially all of the assets or business of Company. Company will require anysuccessor (whether direct or indirect, by purchase, merger or otherwise) to all or substantiallyall of the business or assets of Company expressly to assume and to agree to perform this Agreementin the same manner and to the same extent that Company would be required to perform it if no suchsuccession had taken place; *provided, however*, that no such assumption will relieve Companyof its obligations hereunder. As used in this Agreement, the “Company” will mean Company ashereinbefore defined and any successor to its business and/or assets as aforesaid which assumes andagrees to perform this Agreement by operation of law or otherwise.               **(b) **None of the rights of Executive to receive any form of compensation payable pursuant tothis Agreement will be assignable or transferable except through a testamentary disposition or bythe laws of descent and distribution upon the death of Executive. Any attempted assignment,transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rightsof Executive to receive any form of compensation to be made by Company pursuant to this Agreementwill be void.          **11.10 Headings.**The headings of the sections hereof are inserted for convenience only andwill not be deemed to constitute a part hereof nor to affect the meaning thereof.          **11.11 Construction.**The language in all parts of this Agreement will in all cases beconstrued simply, according to its fair meaning, and not strictly for or against any of the
14

 
parties hereto. Without limitation, there will be no presumption against any party on the groundthat such party was responsible for drafting this Agreement or any part thereof. This Agreementwill be executed in an English and a German version. In the unlikely event of any inconsistenciesbetween the English and the German version, the German version will control.          **11.12 Choice of Law; Jurisdiction.**All questions concerning the construction, validity,interpretation of this Agreement will be governed by the laws of Germany as applicable to contractsmade and wholly performed within Germany by residents of Germany. The parties hereby irrevocablyand unconditionally consent to the exclusive jurisdiction of the courts of Munich, Germany, for anyaction, suit or proceeding (other than appeals therefrom) arising out of or relating to thisAgreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom)related thereto except in such courts. The parties further hereby irrevocably and unconditionallywaive any objection to the laying of venue of any action, suit or proceeding (other than appealstherefrom) arising out of or relating to this Agreement in the courts of Munich, Germany, andhereby further irrevocably and unconditionally waive and agree not to plead or claim in any suchcourt that any such action, suit or proceeding brought in any such court has been brought in aninconvenient forum.
15

 
**In Witness Whereof**, the parties have executed this Agreement on the day and year firstabove written.     **Micromet, Inc.**