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Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





Amendment
No. 1





Between
              Bayer
      Schering Pharma AGMüllerstrasse  17813353
      Berlin, Germany(hereinafter
      referred to as “Bayer“)and
              Micromet
      AGStaffelseestrasse
      281477
      Munich, Germany(hereinafter
      referred to as “Micromet”)(each
      hereafter referred to as a “Party” or collectively referred to as the
      “Parties”)





WHEREAS:





Bayer and
Micromet entered into an Option, Collaboration and License Agreement relating to
BiTE antibodies on January 12, 2009 (hereinafter referred to as “the
Agreement”).





Whereby
the Parties wish to agree on certain clarifications and modifications to the
Agreement in connection with the exercise by Bayer of the option under the
Agreement.





Now,
THEREFORE the Parties hereby agree as follows in this Amendment No. 1 (the
“Amendment”):





1.
            DEFINITIONS




Unless
otherwise defined herein, capitalized terms shall have the same meaning as set
forth in the Agreement.





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.








***Text
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Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





2.
            EXERCISE
      OF THE OPTION; EFFECTIVENESS OF
AMENDMENT




Effective
as of the date hereof, Bayer has exercised the Option pursuant to that separate
letter delivered by Bayer and attached hereto.  The Parties hereby
agree and acknowledge that notwithstanding anything else stated in Section 2.3
of the Agreement Bayer will be granted the rights in the Agreement and all of
the terms and conditions of the Agreement (as amended herein) will be binding on
the Parties as of the date of this Amendment, which shall be considered the
License Effective Date.  Notwithstanding anything else stated in
Section 2.3 of the Agreement, the Option Exercise Fee shall be payable, subject
to receipt of a proper invoice, on January 8, 2010, irrespective of the date of
the License Effective Date.





3.
            [***]
      DEVELOPMENT PLAN




Notwithstanding
anything else stated in Section 4.1 or 4.3 of the Agreement, the Parties hereby
agree to an updated [***] Development Plan which is attached to this Amendment
and shall replace in its entirety the original Exhibit
B.





4.
            EXHIBIT
      C




Exhibit C shall be
replaced in its entirety by the updated version attached to this
Amendment.





5.
            PAYMENTS
      UNDER THIRD PARTY AGREEMENTS




5.1
            The
      second sentence of Section8.4.1 shall be
      amended to read as follows:




“[...]In
addition, Bayer will be responsible for (i) the payments that become due under
any future agreement Bayer enters into with a Third Party with regard to the
Product, except as set forth in Section 8.4.2; and (ii) [***] of any payments
that become due under any potential license to or acquisition of one or more
Patents from a Third Party listed on Attachment 4 (whether
entered into by Bayer or by Micromet), provided that with regard to royalty
payments, Bayer’s share of the payment obligations under this subsection (ii)
for such Third Party agreement shall be limited to a royalty rate of [***]
percent.  Bayer and Micromet will continuously consult with each other
during the negotiation of and jointly approve any license or acquisition
agreement covered by subsection (ii) above, such approval not to be unreasonably
withheld; it being understood that, subject to Section 4.8 with respect to any
subsequent negotiation right of Bayer,  Micromet shall have the first
right to obtain such license under commercially reasonable terms, including but
not limited to a reasonable allocation of early and late payments in accordance
with industry standards and similar to the allocation of early and late payments
from Bayer to Micromet under this Agreement, as the Parties may
determine.





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





5.2
            The
      second sentence of Section8.4.2 shall be
      amended to read as follows:




“[...] In
addition, Micromet will be responsible for (i) the payments that become due
under any license to or acquisition of Patents (whether entered into by Bayer or
by Micromet) from a Third Party (including a [***]) to the extent payments are
payable for a license to or acquisition of Patents owned by a Third Party that
would [***] by [***], except excluding any such invention relating to the [***]
and (ii) [***] of any payments that become due under any potential license to or
acquisition of one or more Patents from a Third Party listed on Attachment 4 (whether
entered into by Bayer or by Micromet), provided that with regard to royalty
payments, Micromet’s share of the payment obligations under this subsection (ii)
for such Third Party agreement shall be limited to a royalty rate of [***]
percent.”




5.3
            The
      following sentence shall be added to Section 8.4.2 and read as
      follows:




“Upon
execution by Micromet of an agreement relating to a license to or acquisition of
one or more Patents listed on Attachment4 or any
other agreements with Third Parties for which Micromet is financially
responsible in accordance with the cost allocation described in Section 8.4.2,
such Patents Controlled by Micromet shall become part of the Sublicensed
Technology and be included in the licenses granted to Bayer under the Agreement,
subject to the terms and conditions of the agreement with the Third Party and
without additional payment obligations of Bayer other than those set out in
Section 8.4.1 and subject to those payment obligations described in the last
sentence of the first paragraph of this Section 8.4.2.




5.4The Parties agree that a license granted to Bayer under one or more
Patents listed in Attachment 4 shall
not extend the royalty term for royalties payable according to Section 8.3.1.
Section 8.3.2 (b) shall therefore be amended to read as follows:





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
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Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





“(b)  Royalties
due under the preceding Section 8.3.1 will commence upon First Commercial Sale
of a Product in a particular country in the Territory and will expire on a
country-by-country and Product-by-Product basis upon the later of: (i) the
expiration of the last-to-expire Patent within the Licensed Technology
containing a Valid Claim claiming or covering the use or sale of such Product in
such country, or (ii) [***] from the First Commercial Sale of such Product in
such country; provided, however, that once the use or sale of a Product in a
particular country is only claimed or covered by a Valid Claim within the
Patents listed in Attachment 4, and the
[***] period pursuant to the preceding subsection (ii) has expired, Bayer shall
no longer pay to Micromet royalties according to Section 8.3.1 for such country,
but only such royalties that Micromet has to pay to a Third Party for the use of
those Patents by virtue of Bayer’s Commercialization of the
Product.





6.
            EFFECTS
      OF TERMINATION


6.1
            Section
      13.1.1 (i) shall be amended to read as
follows:




“(i) [***] a
[***]under any[***] and under any [***] that [***]”




6.2
            The
      first sentence of Section 13.1.2 shall be deleted and replaced by the
      following:





“If the
Agreement is terminated by Micromet under [***] or by Bayer under [***] in its
entirety or with respect to any Terminated Territory [***], in consideration of
the Program Transfer, Micromet will make to Bayer payments according to the
following schedule until such time as Bayer has received an amount equivalent to
[***] times the [***] pursuant to this Agreement for the Product in respect of
such Terminated Territory, but, for clarity, excluding any milestone or royalty
payments paid to Micromet (“the Compensation”): [...]”




7.
            PRESS
      RELEASE UPON OPTION EXERCISE




On the
License Effective Date or first Business Day thereafter, each Party may issue
the press release regarding the exercise of the Option in the form attached in
Attachment
5.





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
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Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





8.
            CONFIRMATION
      OF TERMS




Except as
expressly amended by the terms hereof, all provisions of the Agreement shall
remain in full force and effect.





In
witness whereof the Parties have executed this Amendment No. 1 as of the dates
set forth below.





Bayer
      Schering Pharma AG
                      
                      Micromet
      AGDate:  November
      25, 2009
                      
                      Date:
      November 25, 2009By:
                      /s/
      Andreas Fibig
                      
                      By:
                      /s/
      Jens HenneckeName:
      Andreas Fibig
                      
                      Name:
      Jens HenneckeFunction:
      Chairman of the Board
                      
                      Function:
      SVP Business Developmentof
      ManagementBy:
                      /s/
      Dr. Andreas Busch
                      
                      By:
                      /s/
      Patrick BaeuerleName:
      Prof. Dr. Andreas Busch
                      
                      Name:
      Patrick BaeuerleFunction:
      Member of the Board of
                      
                      Function:
      SVP R&D, CSOManagement





Attachments:


1.  Updated
Exhibit B


2.  Updated
Exhibit C


3.  Option
Exercise Letter


4.  Patent
List


5.  Micromet
and Bayer Press Release





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





ATTACHMENT
1





Updated
Exhibit B





[Attachment
follows]





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





ATTACHMENT
2





Exhibit
C




Micromet
Technology Patents





[***]




Application
                  Number
                
                Application
                  Filing Date
                
                Country
                
                Title of Application
                
                Status
                
                Patent Number[***]
                
                [***]
                
                [***]
                
                [***]
                
                [***][***]
                
                [***]
                
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***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





[***]
              
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***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





ATTACHMENT
3





Option
Exercise Letter





[Attachment
follows]










***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





ATTACHMENT
4





Patent
List





Publication Number
              
              Filing Date
              
              Country
              
              Title of Application[***]
              
              [***]
              
              [***]
              
              [***][***]
              
              [***]
              
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              [***]
              
              [***]
              
              [***]





***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.





***Text
Omitted and Filed Separately


Confidential
Treatment Requested


Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2





ATTACHMENT
5





Micromet
and Bayer Press Release





[Attachment
follows]




***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.