##### 



Exhibit 10.37
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 Non-Exclusive Product License Agreement
 This Non-Exclusive Product License Agreement Agreement Effective Date Cambridge Antibody
Technology Limited  CAT Micromet AG  Micromet Party Parties
 Whereas ,
 Whereas
 Whereas
 Now, Therefore
 1. Definitions
  1.1 Affiliate




---



##### 



1.2 Antibody
 1.3 Antibody Product
 1.4 Antigen
 1.5 BiTE Product
 1.6 Business Day
 1.7 CAT Background Know-How Schedule II
 1.8 CAT Licensed Patents Schedule I
 1.9 CAT Phage Display Improvements provided however provided however
 1.10 Combination Product
 1.11 Controlled Controls
 
 ***
    
    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




---



##### 



1.12 Development
 1.13 Diagnostic Licensed Product Schedule V in vitro in vivo
 1.14 Dossier provided however,
 1.15 EpCAM Target Schedule III
 1.16 EpCAM Target Program
 1.17 Excluded Field Schedule IV
 1.18 Excluded Technology Schedule V
 1.19 Exploit Exploitation
 1.20 FDA
 1.21 Gatekeeping Procedure
 
 [***]
    
    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




---



##### 



1.22 Improvement
 1.23 Insolvency Event
 1.24 Know-How
 1.25 Lead
 1.26 Licensed Product
 1.27 MAA
 1.28 Major Market Country
 
 ***
    
    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




---



##### 



1.29 Marketing Approval
 1.30 Micromet Licensed Field provided however
 1.31 Micromet MT201 Patents
 1.32 Micromet Phage Display Improvement provided however
 1.33 Micromet Research Field provided however
 1.34 [***] Agreement
 1.35 MT201 Product
 1.36 Net Sales
 
 ***
    
    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. 5




---



##### 



provided however
  i.e. i.e.
 1.37 Patents
 1.38 Phage Display
 1.39 Primary Application
 6




---



##### 



1.40 Regulatory Authorities
 1.41 Ribosome Display in vitro
 1.42 Single Chain Antibody
 1.43 Term
 1.44 Therapeutic Licensed Product
 1.45 Third Party
 1.46 Valid Claim
 2. Grant Of Licenses
 2.1 Research License provided however
 
 ***
    
    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. 7




---



##### 



provided further
 2.2 Commercialization License provided however
 2.3 Reservation of Rights
 2.4 Excluded Technology Schedule V Schedule V
 (a)
 (b) [***] License Agreement
 
 ***
    
    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. 8




---



##### 



2.5 Know-How Transfer Schedule
II Schedule II
 3. Identification of Licensed Products and Reporting
 3.1 Identification of Licensed Products
 3.1.1 General
 3.1.2 MT201 Product
 3.1.3 Confidentiality
 3.2 Abandonment of a Licensed Product Abandoned Product
 
 ***
    
    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. 9




---



##### 



3.3 Dossier Updates
 4. Gatekeeping and the Excluded Field
 4.1 EpCAM Target
 4.2 Micromet Representations Schedule III
 4.3 Limitation
 5. Payments
 5.1 Initial License Fee
 5.2 Therapeutic Licensed Product Milestone Payments and Royalty Rates
 
 ***
    
    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. 10




---



##### 



5.2.1 Milestones
 Milestone Event
    
    Milestone PaymentAcceptance of the filing of the first Marketing Approval
for such Therapeutic Licensed Product in the first Major
Market Country
    
    US$[***]Receipt of first Marketing Approval for such Therapeutic
Licensed Product in the first Major Market Country
    
    US$[***]
 5.2.2 Royalties
 (a) Therapeutic Product Extended Period
 (b)
 5.3 Diagnostic Licensed Product Milestone Payments and Royalty Rates
 
 ***
    
    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. 11




---



##### 



5.3.1 Milestones
 Milestone Event
    
    Milestone PaymentAcceptance of the filing of the first Marketing Approval
for each such Diagnostic Licensed Product in the first
Major Market Country
    
    US$[***]Receipt of first Marketing Approval for each such
Diagnostic Licensed Product in the first Major Market
Country
    
    US$[***]
 5.3.2 Royalties
 (a) Diagnostic Product Extended Period
 (b)
 5.3.3 Acceleration of Milestones
 
 ***
    
    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. 12




---



##### 



5.4 Payment
 5.4.1 Payment of Milestones
 5.4.2 Payment of Royalties
 5.4.3 Payment Method
 5.4.4 Currency Conversion for Milestone Payments and Calculation of Net Sales
 
 ***
    
    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. 13




---



##### 



5.4.5 Credit for Royalties Paid on Uncollected Amounts Uncollected Amount
 5.5 Records; Audits Records
 5.6 Payment of Additional Amounts
 5.7 Confidentiality
 
 ***
    
    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. 14




---



##### 



5.8 Withholdings
 5.8.1 Withholding Tax
 (a)
 (b)
 5.8.2
 (a)
 (b)
 5.8.3
 5.8.4 15
        6. Representation and Warranties; Covenants
 6.1 Representations of CAT provided however Schedule I Schedules I VI Schedules I VI Schedule VI
 6.2 Reciprocal Representations and Warranties
 6.3 Additional Covenants Schedule I Schedule I
 6.4 DISCLAIMER OF WARRANTY
 
 ***
    
    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. 16




---



##### 



7. Confidentiality
 7.1 Definition Disclosing Party Receiving
Party Confidential Information
 7.2 Exclusions
 7.2.1
 (a)
 (b)
 (c)
 (d)
 (e)
 17




---



##### 



7.2.2
 7.3 Disclosure and Use Restriction
 7.4 Authorized Disclosure
 7.4.1 provided however provided further
 7.4.2 provided however
 7.4.3 provided however
 7.4.4
 
 ***
    
    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. 18




---



##### 



7.4.5
 7.4.6
 7.5 Use of Name
 7.6 Terms of Agreement to be Maintained in Confidence provided however provided further
 7.7 Press Release
 7.7.1 Proposed Disclosure
 19




---



##### 



7.7.2
 7.7.3
 8. Filing, Prosecution and Maintenance of Patent Rights
 8.1 Prosecution and Maintenance
 8.2 Costs
 8.3 No Challenge provided however
 8.4 Notice
 
 ***
    
    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. 20




---



##### 



8.5 Enforcement provided however
 8.6 Release CAT
Entity Micromet Entity
 9. Improvements; Ownership
 9.1 Phage Display Improvements
 9.1.1 Disclosure of Micromet Phage Display Improvements
 9.1.2 Ownership
 
 ***
    
    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. 21




---



##### 



9.1.3 License to CAT mutatis mutandis
 9.2 CAT Phage Display Improvements
 9.3 Further Assurances
 10. Term and Termination
 10.1 Term Term
 10.2 Termination for Material Breach
 10.2.1
 
 ***
    
    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. 22




---



##### 



10.2.2
 10.2.3
 10.3 Amendment or Termination of [***] Agreement
 10.3.1
 10.3.2 provided however
 10.4 Additional Termination Right Regarding the Research License.
 
 ***
    
    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. 23




---



##### 



10.5 Consequences of Expiration and Termination.
 10.5.1 Material Breach.
 10.5.2 Survival of Certain Sublicenses. provided however
 10.5.3 Effect of Termination of Research License
 10.5.4 Return of Confidential Information provided however
 10.6 Survival
 
 ***
    
    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. 24




---



##### 



11. Indemnification and Insurance
 11.1 Indemnification By Micromet Losses Third Party Claim
 11.2 Indemnification Procedure
 11.2.1 Notice of Claim Indemnitees Indemnitee Indemnified Party Indemnifying
Party Indemnification Claim Notice
 11.2.2 Prosecution of Claims
 (a) Control of Defense
 (i)
 25




---



##### 



(ii)
 (b) Right to Participate in Defense provided however
 (c) Settlement
 (d) Cooperation
 26




---



##### 



11.3 Expenses
 11.4 Insurance
 12. Limitation of Liability
 12.1
 12.2
 13. Miscellaneous
 13.1 Assignment provided however
 (a) provided further
 (i)
 27




---



##### 



(ii)
 (b)
 ab initio
 13.2 Severability
 13.3 Governing Law; Dispute Resolution
 13.3.1
 13.3.2 Dispute 28
        13.4 Notices
  
  
  
  
 ***
    
    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. 29




---



##### 



13.5 Entire Agreement; Modifications
 13.6 Relationship of the Parties
 13.7 Waiver
 13.8 Counterparts
 13.9 No Benefit to Third Parties
 13.10 Further Assurance
 30




---



##### 



13.11 English Language
 13.12 Force Majeure
 13.13 Construction
 [Remainder of this page is left blank intentionally. Signature page follows.]
 31




---



##### 



In Witness Whereof,
 Cambridge Antibody Technology LimitedBy:
    
    /s/ Diane MellettName:
    
    Diane MellettTitle:
    
    General CounselMicromet AGBy:
    
    /s/ Christian ItinChristian Itin, Ph.DChief Business OfficerBy:
    
    /s/ Gregor K. MirowName:
Title:
    
    Gregor K. Mirow

CFO
 [Signature Page to the MT-201 Non-Exclusive Product License Agreement]




---



##### 



Schedule I
 CAT Licensed Patents
 [***]
    
    [***]
    
    [***]
    
    [***]PUBLISHED PCT
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]EUROPE
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]AUSTRALIA
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]JAPAN
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]CANADA
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]SOUTH KOREA
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 *
    
    Patents in opposition proceedings.***
    
    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.




---



##### 



Schedule II
 CAT Background Know-How
  
 ***
    
    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.




---



##### 



Schedule III
 EpCAM Target
     
 ***
    
    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.




---



##### 



Schedule IV
 Excluded Field
   i.
    
    [***]);ii.
    
    [***];iii.
    
    [***],iv.
    
    [***];v.
    
    [***]; and/orvi.
    
    [***],
 provided however
 
 ***
    
    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.




---



##### 



Schedule V
 Excluded Technologies
  1.
    
    [***], meaning the technology claimed in the following [***] to which CAT has sole
right, title and interest: [***]
 2.
    
    [***], meaning the technology claimed in the following Patents to which CAT has sole
right, title and interest: [***];
 3.
    
    [***], meaning solely Antibodies which [***] and in which [***];
 4.
    
    Research Products, meaning those certain research products for which CAT has granted
certain exclusive rights to a Third Party under the [***] License Agreement, as may then
be in effect.
 5.
    
    [***], meaning any Antibody [***] for the purpose of simultaneously detecting and/or
measuring Antigens whereby such product:
 (a)
    
    Contains or comprises:
 (i)
    
    an [***] of [***] Antibodies of different [***]
[***] (excluding Antibodies serving a purpose as controls), or(ii)
    
    an [***] of [***] Antibodies of the same [***]
[***], provided that such Antibody is used to [***] [***] [***] data
points for the purpose of [***] (excluding Antibodies serving a purpose
as controls), and
 (b)
    
    contains or comprises an array of Antibodies [***], and(c)
    
    is in a format where the [***], and(d)
    
    employs any type of [***], and(e)
    
    may be used [***]or [***](as appropriate), and(f)
    
    is not, by way of example, (i) any type of [***] technology; (ii) any type of
[***] technology; (iii) any type of [***] assay.
 
 ***
    
    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.




---



##### 



Schedule VI
 CAT Third Party Claims
  
 ***
    
    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.




---



##### 



Table of Contents
 Page1.
    
    DEFINITIONS
    
    
    12.
    
    GRANT OF LICENSES
    
    
    72.1
    
    Research License
    
    
    72.2
    
    Commercialization License
    
    
    82.3
    
    Reservation of Rights
    
    
    82.4
    
    Excluded Technology
    
    
    82.5
    
    Know-How Transfer
    
    
    93.
    
    IDENTIFICATION OF LICENSED PRODUCTS AND REPORTING
    
    
    93.1
    
    Identification of Licensed Products
    
    
    93.2
    
    Abandonment of a Licensed Product
    
    
    93.3
    
    Dossier Updates
    
    
    94.
    
    GATEKEEPING AND THE EXCLUDED FIELD
    
    
    104.1
    
    EpCAM Target
    
    
    104.2
    
    Micromet Representations
    
    
    104.3
    
    Limitation
    
    
    105.
    
    PAYMENTS
    
    
    105.1
    
    Initial License Fee
    
    
    105.2
    
    Therapeutic Licensed Product Milestone Payments and Royalty Rates
    
    
    105.3
    
    Diagnostic Licensed Product Milestone Payments and Royalty Rates
    
    
    115.4
    
    Payment
    
    
    125.5
    
    Records; Audits
    
    
    145.6
    
    Payment of Additional Amounts
    
    
    145.7
    
    Confidentiality
    
    
    145.8
    
    Withholdings
    
    
    146.
    
    REPRESENTATION AND WARRANTIES; COVENANTS
    
    
    156.1
    
    Representations of CAT
    
    
    166.2
    
    Reciprocal Representations and Warranties
    
    
    166.3
    
    Additional Covenants
    
    
    166.4
    
    DISCLAIMER OF WARRANTY
    
    
    167.
    
    CONFIDENTIALITY
    
    
    16




---



##### 



Table of Contents  (continued)
 Page7.1
    
    Definition
    
    
    167.2
    
    Exclusions
    
    
    177.3
    
    Disclosure and Use Restriction
    
    
    177.4
    
    Authorized Disclosure
    
    
    187.5
    
    Use of Name
    
    
    187.6
    
    Terms of Agreement to be Maintained in Confidence
    
    
    187.7
    
    Press Release
    
    
    198.
    
    FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS
    
    
    198.1
    
    Prosecution and Maintenance
    
    
    208.2
    
    Costs
    
    
    208.3
    
    No Challenge
    
    
    208.4
    
    Notice
    
    
    208.5
    
    Enforcement
    
    
    208.6
    
    Release
    
    
    209.
    
    IMPROVEMENTS; OWNERSHIP
    
    
    219.1
    
    Phage Display Improvements
    
    
    219.2
    
    CAT Phage Display Improvements
    
    
    219.3
    
    Further Assurances
    
    
    2210.
    
    TERM AND TERMINATION
    
    
    2210.1
    
    Term
    
    
    2210.2
    
    Termination for Material Breach
    
    
    2210.3
    
    Amendment or Termination of [***] Agreement
    
    
    2310.4
    
    Additional Termination Right Regarding the Research License
    
    
    2310.5
    
    Consequences of Expiration and Termination
    
    
    2310.6
    
    Survival
    
    
    2411.
    
    INDEMNIFICATION AND INSURANCE
    
    
    2411.1
    
    Indemnification By Micromet
    
    
    2411.2
    
    Indemnification Procedure
    
    
    2411.3
    
    Expenses
    
    
    2611.4
    
    Insurance
    
    
    26
  
 [***]
    
    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.




---



##### 



Table of Contents  (continued)
 Page12.
    
    LIMITATION OF LIABILITY
    
    
    2613.
    
    MISCELLANEOUS
    
    
    2713.1
    
    Assignment
    
    
    2713.2
    
    Severability
    
    
    2713.3
    
    Governing Law; Dispute Resolution
    
    
    2813.4
    
    Notices
    
    
    2813.5
    
    Entire Agreement; Modifications
    
    
    2913.6
    
    Relationship of the Parties
    
    
    2913.7
    
    Waiver
    
    
    2913.8
    
    Counterparts
    
    
    3013.9
    
    No Benefit to Third Parties
    
    
    3013.10
    
    Further Assurance
    
    
    3013.11
    
    English Language
    
    
    3013.12
    
    Force Majeure
    
    
    3013.13
    
    Construction
    
    
    30




---



##### 



Exhibit 10.37
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 AMENDMENT
TO
NON-EXCLUSIVE PRODUCT LICENSE AGREEMENT
 This Amendment Amendment Micromet AG Micromet Cambridge Antibody Technology Limited CAT Party Parties
 Recitals
 A. Agreement
 B.
 Agreement
 Now, Therefore,
 1. Expiration of Excluded Field. ***
 2. Counterparts.
 3. Effectiveness.
 4. Continuing Effect.
 
 ***
    
    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.




---



##### 



In Witness Whereof,
 Micromet AG
    
    Cambridge Antibody Technology LimitedBy:
    
    /s/ Christian Itin
    
    
    
    By:
    
    /s/ Alasdair MoodieName:
    
    Christian Itin
    
    
    
    Name:
    
    Alasdair MoodieTitle:
    
    CEO
    
    
    
    Title:
    
    Assistant General Counsel
 2.