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Exhibit 10.40
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 GM-CSF License Agreement
 Agreement Effective Date Micromet AG Micromet Enzon Pharmaceuticals, Inc. Enzon Party Parties
 Whereas , Collaboration Agreement
 Whereas,
 Whereas,
 Now , therefore ,
 1. Definitions
  1.1 Affiliate




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1.2 Antibody
 1.3 Antibody Product
 1.4 Antigen
 1.5 BiTE Product
 1.6 BLA
 1.7 Collaboration Agreement
 1.8 Commercialization
 1.9 Commercialization Partner
 1.10 Controlled
 1.11 Curis Cross-License Agreements
 1.12 Enzon GM-CSF Know-How
 1.13 Enzon Collaboration Patents
 2




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1.14 Enzon Licensed Patents Appendix A
 1.15 Enzon Licensed Technology
 1.16 Exploit Exploitation
 1.17 GM-CSF Program
 1.18 GM-CSF Target
 1.19 Industrial SCA Product
 1.20 Know-How
 1.21 Licensed Antibody
 1.22 Licensed Product
 1.23 Losses
 1.24 Net Sales Appendix C
 3




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1.25 Non-Human SCA Product
 1.26 Other Patents Umwandlungsgesetz
 1.27 Patents
 1.28 Product License Agreement
 1.29 Research Product
 1.30 Royalty Term
 1.31 SCA Product
 1.32 Single Chain Antibody
 1.33 Term
 
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1.34 Therapeutic SCA Product
 1.35 Third Party
 1.36 Valid Claim
 2. Grant Of License
 2.1 License Grant.
 2.1.1
 2.1.2
 2.1.3 Appendix B
 2.1.4 Freedom to Operate.
 2.2 Amending Field Limitations. Appendix B Appendix B
 
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Appendix B Appendix B
 2.3 Technology Transfer.
 2.4 Exclusivity.
 3. Financial Terms
 3.1 Royalty on Net Sales. Royalty Term
 3.2 Payment Terms.
 3.2.1 Reporting.
 3.2.2 Payment Method.
 
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3.2.3 Currency Conversion.
 3.2.4 Records Retention.
 3.2.5 Audit. Payment Information provided however
 3.2.6 Payment of Additional Amounts.
 3.2.7 Confidentiality.
 4. Filing, Prosecution and Maintenance of Patent Rights
 
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filed separately with the Commission. Confidential treatment has been requested
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4.1 Responsibility.
 4.2 Enforcement.
 4.3 Notice.
 5. Representation and Warranties
 5.1 Enzon.
 5.2 DISCLAIMER OF WARRANTY.
 6. Confidentiality
 6.1 Definition. Confidential Information
 6.2 Exclusions.
 6.2.1
 (a)
 8




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(b)
 (c)
 (d)
 (e)
 6.2.2
 6.3 Disclosure and Use Restriction.
 6.4 Authorized Disclosure.
 6.4.1 provided however provided further
 
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6.4.2 provided however
 6.4.3 provided however
 6.4.4
 6.4.5
 6.5 Use of Name.
 6.6 Press Releases.
 6.6.1 Proposed Disclosures
 6.6.2
 
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6.6.3
 6.6.4
 6.7 Terms of Agreement to be Maintained in Confidence.
 7. Term and Termination
 7.1 Term Term provided however
 7.2 Termination for Material Breach.
 7.2.1 Default
 11




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7.2.2 Finding of Justifiable Termination
 7.2.3
 7.3 Consequences of Expiration and Termination.
 7.3.1 For Material Breach.
 7.3.2 Survival of Certain Sublicenses.
 7.3.3 Obligations Continue.
 7.3.4 Know-How License
 
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8. Indemnification and Insurance
 8.1 Indemnification of Enzon.
 8.2 Indemnification Procedure.
 8.2.1 Notice of Claim. Indemnifying Party Indemnification Claim Notice Indemnitees Indemnitee Indemnified Party
 8.2.2 Third Party Claims. Third Party Claim
 (a) Control of Defense.
 (i)
 (ii)
 (b) Right to Participate in Defense. provided however
 13




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(c) Settlement.
 (d) Cooperation.
 8.3 Expenses.
 8.4 Insurance.
 14




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9. Limitation of Liability
  10. Miscellaneous
 10.1 Rights in Bankruptcy.
 10.2 Assignment. provided however
 15




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10.3 Severability.
 10.4 Governing Law; Dispute Resolution.
 10.4.1 Dispute
 10.4.2
 10.4.3
 10.5 Notices.
 
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17




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10.6 Entire Agreement; Modifications.
 10.7 Relationship of the Parties.
 10.8 Waiver.
 10.9 Counterparts.
 10.10 No Benefit to Third Parties.
 10.11 Further Assurance.
 10.12 English Language.
 10.13 Construction.
 18




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10.14 No Stacking of Payments.
 [Remainder of Page Intentionally Left Blank]
 19




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In Witness Whereof,
 Micromet AG
    
    Enzon Pharmaceuticals, Inc.By: /s/ Christian Itin
    
    By: /s/ Jeffrey H. BuchalterName: Christian Itin
    
    Name: Jeffrey H. BuchalterTitle: CEO
    
    Title: Chairman, President & CEOBy: /s/ Gregor K. MirowName: Gregor K. MirowTitle: CFO/COO
 [ Signature Page to the GM-CSF License Agreement ]




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APPENDIX A
 Enzon Licensed Patents
 Application
    
    Application
    
    
    
    
    
    
    
    Patent
    
    Date ofNumber
    
    Filing Date
    
    Country
    
    Title of Application
    
    Status
    
    Number
    
    Grant[***]
    
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Application
    
    Application
    
    
    
    
    
    
    
    Patent
    
    Date ofNumber
    
    Filing Date
    
    Country
    
    Title of Application
    
    Status
    
    Number
    
    Grant[***]
    
    [***]
    
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APPENDIX B
 Field Limitations
 
 
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APPENDIX C
 Net Sales and Other Financial Definitions
 Net Sales Permitted Deductions
 Fair Market Value
 
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