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Exhibit 10.42
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 COLLABORATION AND LICENSE AGREEMENT
 Agreement Effective Date Micromet MedImmune
 Recitals
     
  Agreement
 1. Definitions
  1.1 Affiliate




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1.2 Applicable Law
 1.3 BiTE Molecule
 1.4 BiTE Product
 1.5 BLA
 1.6 cGMP
 1.7 Clinical Trial Materials
 1.8 Collaboration Technology
 1.9 Commercial Process
 1.10 Commercialization
 1.11 Commercially Reasonable Efforts
 2




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1.12 Control
 1.13 Development Activities
 1.14 Development Cost
 1.15 Development Plan
 1.16 EMEA
 1.17 FDA
 1.18 FTE
 
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1.19 FTE Rate
 1.20 Fully-Burdened Manufacturing Cost
 1.21 IND
 1.22 Independent MedImmune Technology
 1.23 Independent Micromet Technology
 1.24 JDC
 
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1.25 Joint Collaboration Technology
 1.26 JPT
 1.27 JPT Leader
 1.28 Know-How
 1.29 Lead Product
 1.30 Lead Product Process
 1.31 Licensed Product
 1.32 Licensed Technology
 1.33 MAA
 1.34 Marketing Approval
 1.35 MedImmune Collaboration Technology
 1.36 MedImmune Process Technology
 5




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1.37 Micromet Collaboration Technology
 1.38 MT103
 1.39 MT103 Patents
 1.40 Net Sales
 1.41 Patents
 1.42 Pivotal Trial
 1.43 Replacement Product
 1.44 Research Plan
 1.45 Royalty Term
 
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1.46 Single Chain Antibody
 1.47 Technology Acquisition Agreement
 1.48 Technology Acquisition Payments
 1.49 Territory
 1.50 Third Party
 1.51 Upstream Licensor
 1.52 Valid Claim
 1.53 [***] Patent
 2. Collaboration Governance
 2.1 Joint Development Committee.
 2.1.1 Establishment of the JDC JDC
 
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2.1.2 Tasks of the JDC
 2.1.3 JDC Meetings
 2.1.4 Meeting Minutes
 2.1.5 Decision Making
 (a)
 (b)
 (c)
 
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(d)
 2.2 Joint Project Team
 2.2.1 Establishment of the JPT JPT JPT Leader
 2.2.2 Decision Making
 2.2.3 Development Plan
 2.2.4 Reporting
 3. Development of Licensed Products
 3.1 Technology Transfer
 3.1.1
 3.1.2
 
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3.1.3
 3.1.4
 3.2 Clinical Development Responsibilities; Development Costs
 3.2.1 Responsibilities of MedImmune
 3.2.2 Responsibilities of Micromet
 3.2.3 Approval of Clinical Trials 10
        3.2.4 Development Costs
 (a)
 (b)
 (c)
 (d)
 (e)
 3.2.5 Progress Reports and Exchange of Information
 (a)
 (b) Passive Party
 
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(c)
 3.2.6 Diligence in the United States
 (a)
 (b)
 (c)
 12




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(i)
 (ii)
 (iii)
 (iv)
 (1)
 (2)
 (3)
 (4)
 (d)
 3.2.7 Diligence in [***].
 (a)
 
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(b)
 (c)
 (d)
 3.3 Process Development
 3.3.1 Performance of Development Plan
 (a)
 (b)
 
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3.3.2 Progress Reports; Access
 3.3.3 Third Party Intellectual Property
 3.3.4 Exchange of CMC Documentation
 3.3.5 Processes for other Licensed Products
 3.4 Restrictions on Development and Commercialization of Licensed Products
 3.4.1
 3.4.2
 
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[ ]
 3.5 Development of Replacement Products.
 3.5.1 Commencement
 3.5.2 Substitution of Lead Product
 3.5.3 Research Plan Research Plan
 3.5.4 Creation and Selection of BiTE Molecules
 
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3.5.5 Research and Development Costs
 (a)
 (b)
 
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(c)
 (i)
 (ii)
 
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(d)
 3.5.6 Discontinuation
 3.6 Consequences of Substitution of MT103.
 3.6.1
 3.6.2
 3.6.3
 
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4. Supply of Licensed Product
 4.1 Clinical Supply of Licensed Product
 4.2 Supply Price, Forecasting and Purchase Orders
 4.3 Packaging, Shipping and Delivery
 
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4.4 Risk of Loss
 4.5 Invoice and Payment
 4.6 Warranties. Specifications Product Warranties
 4.7 Acceptance of Clinical Trial Materials Acceptance Period Rejection Notice Latent Defect
 
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4.8 Disputes Regarding Clinical Trial Materials
 4.8.1
 4.8.2
 4.8.3 JAMS
 4.9 Remedies for Non-Conforming Clinical Trial Materials
 4.10 Audits and Inspections
 4.10.1
 22




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4.10.2
 4.11 Commercial Supply of Licensed Product
 4.11.1 Commercial Supply Agreement Commercial Supply Agreement
 4.11.2 Supply Price; Royalty
 (a)
 
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(b)
 (c)
 5. Transfer of Manufacturing Process
 5.1 Transfer Triggers
 5.2 Manufacture During Process Transfer
 
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5.3 Technology Transfer
 5.4 Subsequent Process Transfer by Micromet
 6. Commercialization
 6.1 Principles of Commercialization
 6.2 Regulatory Obligations
 25




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6.3 Diligence
 6.3.1
 6.3.2
 6.4 Adverse Drug Experiences
 6.5 Branding, Trademarks, Trade Dress, and Logos.
 6.5.1
 6.5.2
 26




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7.
    
    Ownership of Intellectual Property; Acquisition of Third Party Intellectual Property
 7.1 Ownership by Micromet
 7.2 Ownership by MedImmune
 7.3 Joint Ownership
 7.4 Further Acts
 7.5 Third Party Technology
 7.5.1 Consent
 (a)
 (b)
 27




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(c)
 (d)
 7.5.2 Terms and Maintenance
 7.5.3 Technology Acquisition Payments
 (a)
 (b)
 28




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(c)
 8. License Grants
 8.1 Licenses granted by Micromet
 8.1.1
 8.1.2
 8.1.3
 8.2 Licenses granted by MedImmune
 8.2.1
 29




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8.2.2
 8.2.3
 8.2.4
 8.2.5 mutatis mutandis
 8.2.6 30
        8.2.7
 8.3 Limitations On MedImmunes Ability to License
 8.4 Option for Exclusive License to [ ] Patent
 8.4.1 Grant of Option
 8.4.2 Financial Terms
 8.5 Bankruptcy Provision under German Law
 
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8.5.1
 8.5.2
 8.6 Bankruptcy Provision under US Law
 8.7 First Offer
 
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9. Prosecution, Enforcement and Defense of Patents
 9.1 Prosecution and Maintenance of Patents
 9.1.1
 9.1.2
 9.1.3
 9.2 Enforcement of Patents
 9.2.1 Notice
 9.2.2 Enforcement Actions for Micromet Technology
 (a)
 
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(b)
 9.2.3 Enforcement Actions for MedImmune Technology
 9.2.4 Cooperation; Damages
 9.3 Third Party Patents
 34




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10. Fees and Payments
 10.1 Technology Access Fee 
 10.2 Development Milestones
 Milestone Event
    
    Milestone Payment1.
    
    Upon filing of the first IND or equivalent filing
in any country of the Territory
    
    US$[***]2.
    
    First patient enrolled in first Pivotal Trial for
any country of the Territory
    
    US$[***]3.
    
    Filing of the first BLA for such Licensed Product
    
    US$[***]4.
    
    Filing of the second BLA for such Licensed Product
    
    US$[***]5.
    
    Approval of the first BLA for such Licensed Product
    
    US$[***]6.
    
    Approval of the second BLA for such Licensed
Product
    
    US$[***]
  10.3 Commercialization Milestones
 
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Milestone Event
    
    Milestone PaymentThe first time that Net Sales of Licensed
Product in the Territory reaches US$[***] in a
calendar year
    
    US$[***]The first time that Net Sales of Licensed
Product in the Territory reaches US$[***] in a
calendar year
    
    US$[***]
  10.4 Royalties
 10.4.1 Royalty Rates
 (a)
 (i)
 (ii)
 (iii)
 (b)
 
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(c)
 10.4.2 Royalty Term Royalty Term
 10.4.3 Royalty Adjustments
 (a)
 (b)
 (c)
 11. Payment Terms
 11.1 Payment Method
 
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11.2 Payment Schedules; Reports
 11.3 Records Retention; Audit
 11.3.1 Record Retention
 11.3.2 Audit
 11.3.3 Payment of Additional Amounts
 
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11.3.4 Confidentiality
 12. Confidentiality
 12.1 Definition
 12.2 Exclusions
 12.2.1
 (a)
 (b)
 (c)
 (d)
 (e)
 12.3 Disclosure and Use Restriction
 
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12.4 Authorized Disclosure
 12.4.1
 12.4.2
 12.4.3
 12.4.4
 12.4.5
 12.4.6
 40




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12.5
 13. Public Communications
 13.1 General Provisions
 13.2 Use of Name
 13.3 Press Releases
 13.3.1
 13.3.2
 13.3.3
 13.4 Publications
 
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14. Convertible Note
  15. Term and Termination
 15.1 Term Term
 15.2 Breach
 15.2.1
 15.2.2
 
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15.3 Voluntary Termination
 16. Effects of Termination
 16.1 Post-Termination Activities
 16.1.1
 (a)
 (b)
 (c)
 
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(d)
 16.1.2
 (a)
 (b)
 (c)
 (d)
 16.1.3
 (a)
 (b)
 16.2 Effect of Expiration on Intellectual Property
 
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16.3 Effects of Termination on Licenses
 16.3.1
  16.3.2
 16.3.3
 16.4 Accrued Rights
 16.5 Survival
 16.6 Inventory
 
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16.7 Sublicenses
 17. Indemnification and Insurance
 17.1 Indemnification of Micromet
 17.2 Indemnification of MedImmune MedImmune Indemnitee
 46




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17.3 Notice of Claim Indemnitees Indemnitee Indemnified Party
 Indemnifying Party Indemnification Claim Notice
 17.4 Control of Defense Third Party
Claim
 17.5 Right to Participate in Defense
 17.6 Settlement
 47




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17.7 Cooperation
 17.8 Insurance
 18. Representations and Warranties
 18.1 Mutual Representations and Warranties
 18.1.1
 18.1.2
 18.1.3
 48




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18.2 Additional Representations and Warranties of Micromet
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g)
 (h)
 
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(i)
 18.3 Additional Representations and Warranties of MedImmune
 19. Disclaimer; Limitation of Liability
 19.1 Disclaimer of Warranty
 19.2 Limitation of Liability
 20. Miscellaneous
 20.1 Force Majeure
 50




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20.2 Assignment
 20.2.1
 20.2.2
 20.3 Severability
 
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20.4 Governing Law; Dispute Resolution
 20.4.1
 20.4.2
 20.4.3
 
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20.4.4
 20.5 Notices.
   
  
 
 53




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20.6 Entire Agreement; Modifications
 20.7 Relationship of the Parties
 20.8 Waiver
 54




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20.9 Counterparts
 20.10 No Benefit to Third Parties
 20.11 Further Assurance
 20.12 English Language
 20.13 Construction
 [Remainder of this page is left blank intentionally]
 55




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Micromet AG
    
    MedImmune, Inc.By:
    
    /s/ Christian Itin
    
    By:
    
    /s/ David M. MottName:
    
    Christian Itin
    
    Name:
    
    David M. MottTitle:
    
    Chief Business Officer
    
    Title:
    
    CEOBy:
    
    /s/ G.K. MirowName:
    
    G.K. MirowTitle:
    
    Chief Financial Officer
 [Signature Page to the Collaboration and License Agreement]
 56




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Exhibit A-1
 Issued Patents and Published Patent Applications of Micromet
 Patent /ApplicationCountry
    
    Title of Application
    
    Number
    
    Comment/Status[***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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.




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Exhibit A-2
 Issued Patents and Published Patent Applications  licensed by Micromet
 Application
    
    Application
    
    
    
    
    
    
    
    Patent
    
    Date ofNumber
    
    Filing Date
    
    Country
    
    Title of Application
    
    Status
    
    Number
    
    Grant[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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.




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Application
    
    Application
    
    
    
    
    
    
    
    Patent
    
    Date ofNumber
    
    Filing Date
    
    Country
    
    Title of Application
    
    Status
    
    Number
    
    Grant[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
  Country
    
    Appln.-No.
    
    Patent-No.
    
    Expiry Date
    
    Status
    
    Type[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
  Country
    
    Appln.-No.
    
    Patent-No.
    
    Expiry Date
    
    Status
    
    Type[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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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***
    
    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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Exhibit A-3
 Published Patent Applications of Micromet
 Patent /ApplicationCountry
    
    Title of Application
    
    Number
    
    Comment/Status[***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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.




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Exhibit B
 MT103 Sequence
 
 
 ***
    
    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.




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Exhibit C
 Micromet Technology Acquisition Agreements
 
 
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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.




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Exhibit D
 [***] Patent
 Country
    
    Appln.-No.
    
    Patent-No.
    
    Expiry Date
    
    Status
    
    Type[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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.




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Exhibit E
 Development Plan for MT103




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ARTICLE 1  MT103 Clinical Development Plan
 General assumptions
 ARTICLE 2  Phase I/II studies
 Terminated studies:
 1.
    
    MT103/I-01-2001; [***]
[***]
 Currently ongoing studies:
 2.
    
    MT103/I-01-2002; [***]
[***]3.
    
    MT103/I-02-2002; [***].
[***]
 Currently planned studies:
   a.
    
    [***]
  Additional studies
  
 ***
    
    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.




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Different routes of administration
  Non-invasive patient studies
  Proof of efficacy
  End of Phase II decision points
  Phase III studies/other studies for BLA filing
 [***]
 CLL
  Safety population
  Timelines
  
 ***
    
    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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2003
    
    
    20041Q
    
    
    2Q
    
    
    3Q
    
    
    4Q
    
    
    1Q
    
    
    2Q
    
    
    3Q
    
    
    4QProcess relatedTransfer @ 100LTrial runs & evaluation @ MEDIProcess optimizationStability of representative materialViral clearance(1)Cell lineBulk harvest testing inkl. VLP(2)End of production cell bankMCB Characterization(3)Analytical methodsValidation potency assayTwo-sided binding assay(4)Removal of contaminants(5)MT103 PK assay(6)Assay for anti-MT103 Abs (Immunogenicity)Multimer characterizationDegradation pathwaysFormulationLyophilization cycle opt.In vitro pharmacologyToxicity studiesTissue Cross Reactivity w/ MT103(7)General tox at high dose(8)IND Filing
 
 NOTES:
    
    
    (1
    )
    
    Studies to validate viral clearance; additional viruses and process steps to be evaluated.(2
    )
    
    Additional EOP testing (retroviral quantitation) may be needed on the unpurified bulk; next CTM production (either CMO or MEDI)(3
    )
    
    MCB testing doesnt fulfill the safety requirements in FDA PTC for mfg of mAbs (XC assay, RT assay, and in vivoadventicious agents)(4
    )
    
    Develop a two-sided binding assay; Biacore for CD3 and CD19.(5
    )
    
    Additional assays needed to quantify removal of process and product-related contaminants.(6
    )
    
    Develop a robust assay; consider generating an anti-idotype antibody assay.(7
    )
    
    Conduct TCR studies with MT103 compound to show binding to tissues known to be positive and negative for CD3 and CD19.(8
    )
    
    Conduct general toxicity study in non-relevant species at high MT103 dose level.
 [ ]
 
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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. 3




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Exhibit F
 Process Royalties Upon [***]
 Royalty Rate upon[***]
    
    repayment of costs[***]
    
    [***]%[***]
    
    [***]%[***]
    
    [***]%
 
 ***
    
    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.




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Exhibit G
 Convertible Note
 [see Second Amended and Restated Note, dated December 27, 2006, incorporated by reference to Micromets Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2007]