##### 



Exhibit 10.39
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 Amended and Restated Cross-License Agreement
 Agreement Amendment Date Effective Date Micromet AG Micromet Enzon Pharmaceuticals, Inc. Enzon Party Parties
 Whereas Original License Agreement
 Whereas Collaboration Agreement
 Now, therefore
 1. Definitions
  1.1 Affiliate
 1.2 Antigen




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##### 



1.3 BiTE Product
 1.4 BiTE Research Product
 1.5 BLA
 1.6 Commencement
 1.7 Commercialization Rights
 1.8 Consolidated Patent Portfolio
 1.9 Control Controlled
 1.10 Curis Cross-License Agreements
 1.11 Diagnostic SCA Product
 1.12 Enzon License
 1.13 Enzon Licensed Patents Appendix A
 1.14 Enzon Pipeline Product
 2




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##### 



1.15 Exploit Exploitation
 1.16 First Phase III Trial
 1.17 IL-2 Agreement
 1.18 IND
 1.19 Industrial SCA Product
 1.20 Licensed Product
 1.21 Micromet License
 1.22 Major Market Country
 1.23 Micromet Licensed Patents Appendix B
 1.24 Micromet Pipeline 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. 3




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1.25 Net Sales
 1.26 Non-Human SCA Product
 1.27 Patents
 1.28 Pegylated TNF-alpha Agreement
 1.29 Research Product
 1.30 SCA Product
 1.31 Single Chain Antibody
 1.32 Term
 1.33 Therapeutic SCA Product
 4




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1.34 Third Party
 1.35 Third Party Collaboration Agreement
  1.36 Third Party Collaboration Product
 1.37 Valid Claim
 
 ***
    
    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




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##### 



2. Grant Of License
 2.1 License Grant By Micromet.
 2.1.1 Micromet License provided however Appendix C
 2.1.2
 2.2 License Grant By Enzon.
 2.2.1 Enzon License Appendix C
 2.2.2 Marketing Agreement
 2.2.3 provided
 2.3 Amending Field Limitations. Appendix C Appendix C
 6




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##### 



Appendix C Appendix C
 3. Milestones and Royalties
 3.1 Milestone Payments and Royalty Rates.
 3.1.1 Milestones.
 (a)
 Milestones:
 Upon acceptance of the first IND
    
    US$[***]Upon Commencement of First Phase III Trial*
    
    US$[***]Upon the first BLA approval in the United States
    
    US$[***]
 
 *
    
    If this milestone has not been paid before the first filing of the BLA, it will be paid on the
date of such filing. (b)
 Milestones:
 Upon the first commercial sale
    
    US$[***]Upon cumulative sales reaching US$[***]
    
    US$[***]
 3.1.2 Royalties.
 Royalties on annual worldwide Net Sales at the following incremental levels:
 On Net Sales of each Licensed Product below US$[***]:
    
    
    [***]
    %On Net Sales of each Licensed Product between US$[***]and US$[***]:
    
    
    [***]
    %On Net Sales of each Licensed Product over US$[***]:
    
    
    [***]
    %
 
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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. 7




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i.e. Royalty Country
 3.1.3
 3.1.4
 3.1.5
 3.2 Payment.
 3.2.1 Payment 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. 8




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3.2.2 Payment of Royalties.
 3.2.3 Payment Method.
 3.2.4 Currency Conversion for Milestone Payments and Calculation of Net Sales.
 3.2.5 Records Retention.
 3.2.6 Audit. Payment Information 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. 9




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3.2.7 Payment of Additional Amounts.
 3.2.8 Confidentiality.
 4. Filing, Prosecution and Maintenance of Patent Rights
 4.1
 4.2 Continuing Party i.e.
 4.3 inter partes
 4.4
 5. Representation and Warranties
 5.1 Reciprocal Representations and Warranties.
 
 ***
    
    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




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5.2 Curis. Curis Transfer Agreement
 5.3 Creative BioMolecules.
 5.4 DISCLAIMER OF WARRANTY.
 6. Confidentiality
 6.1
Definition. Confidential Information
 6.2 Exclusions.
 6.2.1
 (a)
 11




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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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filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 12




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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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filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 13




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6.6.3
 6.6.4
 6.7 Terms of Agreement to be Maintained in Confidence. provided provided further
 7. Term and Termination
 7.1 Term Term
 7.2 Termination for Material Breach.
 7.2.1 Default
 7.2.2
 
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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. 14




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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. provided
 7.3.3 Obligations Continue.
 8. Indemnification and Insurance
 8.1 Indemnification of Micromet. Losses
 
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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. 15




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8.2 Indemnification of Enzon.
 8.3 Indemnification Procedure.
 8.3.1 Notice of Claim. Indemnifying Party Indemnification Claim Notice Indemnitees Indemnitee Indemnified Party
 8.3.2 Third Party Claims. Third Party Claim
 (a) Control of Defense.
 (i)
 (ii)
 16




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(b) Right to Participate in Defense. provided however
 (c) Settlement.
 (d) Cooperation.
 8.4 Expenses.
 17




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8.5 Insurance.
 9. Limitation of Liability
  10. Miscellaneous
 10.1 Rights in Bankruptcy. Insolvenzordnung
 10.2 Assignment.
 18




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provided however provided further ab initio
 10.3 Severability.
 10.4 Governing Law; Dispute Resolution.
 10.4.1 Dispute
 10.4.2
 
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filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 19




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10.4.3
 10.5 Notices.
  
  
  
  
 
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with respect to the omitted portions. 20




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10.6 Entire Agreement; Modifications.
 10.7 Relationship of the Parties.
 10.8 Waiver.
 10.9 Counterparts.
 21




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10.10 No Benefit to Third Parties.
 10.11 Further Assurance.
 10.12 English Language.
 10.13 Construction.
 [Remainder of Page Intentionally Left Blank]
 22




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In Witness Whereof,
 Micromet AG
    
    
    
    
    
    Enzon Pharmaceuticals, Inc.By:
    
    /s/ Christian Itin
    
    
    
    By:
    
    /s/ Kenneth J. ZuerblisName:
    
    Christian Itin
    
    
    
    Name:
    
    Kenneth J. ZuerblisTitle:
    
    CEO
    
    
    
    Title:
    
    Vice President, Finance, Chief Financial Officer and Corporate SecretaryBy:
    
    /s/ Patrick BaeuerleName:
    
    Patrick BaeuerleTitle:
    
    CSO




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[ Signature Page to the Amended and Restated Cross-License Agreement ]
 2.




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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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    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
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    [***][***]
    
    [***]
    
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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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Application
    
    Application
    
    
    
    
    
    
    
    Patent
    
    Date ofNumber
    
    Filing Date
    
    Country
    
    Title of Application
    
    Status
    
    Number
    
    Grant[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
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    [***][***]
    
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    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
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    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
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    [***][***]
    
    [***]
    
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    [***]
    
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    [***]
    
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    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
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    [***]
    
    [***][***]
    
    [***]
    
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    [***]
    
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    [***][***]
    
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    [***][***]
    
    [***]
    
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    [***][***]
    
    [***]
    
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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. 4.




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##### 



Appendix B
 Micromet Licensed Patents
 [ ][***]
 Country
    
    Serial #
    
    Filed
    
    Patent #
    
    Inventors
    
    Title[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    
    
    [***][***]
    
    
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    
    
    [***]
    
    [***][***]
 
 ***
    
    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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Biosynthetic Antibody Binding Sites/Genetically Engineered Antibody Analogues And Fusion
Proteins Thereof
 Country
    
    Filed
    
    Serial #
    
    Patent #
    
    Inventors
    
    Title[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
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    [***][***]
    
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    [***]
    
    [***]
    
    
    
    [***]
    
    [***][***]
    
    [***]
    
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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. 2.




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[***]
 Application
    
    ApplicationNumber
    
    Filing Date
    Country
    Title of Application
    Status
    Patent Number[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 *
    
    The rights granted under this Agreement do not apply to claims relating to those antibodies of
specific sequences [***], which antibodies are described or disclosed in the above-described
Patents, and such claims are excluded from the definition of the Micromet Licensed Patents. [***][***]
 Country
    
    Filed
    
    Serial #
    
    Patent #
    
    Inventors
    
    Title[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
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    [***]
    
    [***]
    
    [***]
    
    [***][***]
 
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filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions. 3.




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[***]
 Country
    
    Filed
    
    Serial #
    
    Patent #
    
    Inventors
    
    Title[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
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    [***][***]
    
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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. 4.




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##### 



Appendix C
 Field Limitations
  
 ***
    
    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 10.39
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 AMENDMENT
TO
AMENDED AND RESTATED CROSS-LICENSE AGREEMENT
 This Amendment Amendment" Micromet AG Micromet" Enzon Pharmaceuticals Inc. Enzon Party Parties
 Recitals
 A. Agreement"
 B.
 Agreement
 Now, Therefore,
 1. Amendment to Appendix A.
 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.




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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 & CEO
 2.