##### 



Exhibit 10.34
 ***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 AG Micromet Ares Trading S.A.  Serono Party Parties
 Recitals
 A.
 B.
 C.
  Agreement
 1. Definitions
  1.1 Additional Indication
 1.2 Affiliate 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.




---



##### 



1.3 Applicable Law
 1.4 Assignment Agreement
 1.5 BI
 1.6 BI Process Development Agreement
 1.7 BI Process License Agreement
 1.8 BLA
 1.9 CAT Agreement
 1.10 Clinical Trial Materials
 1.11 Collaboration Technology
 1.12 Combination Study
 1.13 Commercialization Commercialize
 1.14 Commercially Reasonable Efforts
 
 ***
    
    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




---



##### 



1.15 Confidential Information
 1.16 Control Controlled
 1.17 Co-Promotion Option
 1.18 Co-Promotion Option Period
 1.19 Co-Promotion Period
 1.20 Co-Promotion Territory
 1.21 Development Activities in vitro in vivo
 1.22 Development Expenses
 1.23 Development Plan
 1.24 Development Program
 1.25 Dyax 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. 3




---



##### 



1.26 EMEA
 1.27 EpCam
 1.28 Europe
 1.29 FDA
 1.30 Field
 1.31 Final Study Report
 1.32 FTE
 1.33 FTE Rate  pro rata
 1.34 Fully Burdened CTM Manufacturing Cost
 
 ***
    
    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




---



##### 



1.35 GCP
 1.36 GLP
 1.37 IND
 1.38 Indication
 1.39 Interim Study Report
 1.40 JCC
 1.41 Joint Collaboration Technology
 1.42 Know-How
 1.43 Licensed 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. 5




---



##### 



1.44 Licensed Patents
 1.45 Licensed Technology
 1.46 MAA
 1.47 Major Market
 1.48 Marketing Approval
 1.49 Marketing Costs Exhibit F
 1.50 Micromet Collaboration Technology
 1.51 Micromet Contribution
 1.52 Micromet Patents Exhibit A
 1.53 Micromet Program
 1.54 Micromet Program Plan
 1.55 MT201 Exhibit B
 1.56 Net Profits Exhibit F
 1.57 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. 6




---



##### 



1.58 Ongoing Trial
 1.59 Opt-Out Option
 1.60 Patents
 7




---



##### 



1.61 Pivotal Trial
 1.62 Product
 1.63 Project Team
 1.64 Project Team Leader
 1.65 Rejected Indication
 1.66 Serono Collaboration Technology
 1.67 Serono Program
 1.68 Serono Program Plan
 1.69 Steering Committee
 1.70 Sublicensee
 1.71 Technology Acquisition Agreement
 1.72 Technology Acquisition Payments
 1.73 Term
 1.74 Territory
 1.75 Third Party
 1.76 Third Party Patents
 8




---



##### 



1.77 United States
 1.78 Valid Claim
 2. Collaboration Governance
 2.1 Steering Committee.
 2.1.1 Establishment. Steering Committee Chairperson
 2.1.2 Tasks of the Steering Committee.
 
 ***
    
    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




---



##### 



2.1.3 Steering Committee Meetings.
 2.1.4 Meeting Minutes.
 2.1.5 Decision Making.
 (a)
 (b)
 10




---



##### 



provided, however
 (c)
 (d) provided, however
 2.2 Project Team.
 2.2.1 Establishment of the Project Team. Project Team Project Team Leader
 2.2.2 Tasks of the Project Team. Exhibit G
 
 ***
    
    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




---



##### 



2.2.3 Meeting
 2.2.4 Minutes.
 2.2.5 Decision Making.
 2.2.6 Reporting.
 2.2.7 Dissolution.
 3. Development Program
 3.1 Micromet Program. Micromet Program Exhibit
G
 12




---



##### 



Micromet Program
Plan
 3.1.1 Ongoing Trial Ongoing Trial
 3.1.2 Interim Study Report Interim Study Report
 3.1.3 Final Study Report Final Study Report
 3.1.4 BI Process Development Agreement
 3.1.5 Combination Study Combination Study
 3.1.6 Ongoing Preclinical Work
 3.2 Conduct of the Micromet Program
 3.2.1 Efforts and Standards
 3.2.2 Records
 
 ***
    
    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




---



##### 



3.3 Serono Program.
 3.3.1 Scope. Serono Program
 3.3.2 Serono Program Plan.
 (a) Serono Program Plan
 (b)
 3.3.3 Commencement.
 3.3.4 Responsibilities.
 (a)
 
 ***
    
    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




---



##### 



(b) provided,
however
 (c)
 3.3.5 Additional Indications.
 (a) Rejected Indication provided, however, provided further, however
 (b)
 
 ***
    
    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




---



##### 



(c)
 (d)
 
 ***
    
    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




---



##### 



(e)
 3.3.6 Records.
 3.4 Diligence in Development.
 3.4.1 By Serono
 
 ***
    
    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. 17




---



##### 



3.4.2 By Micromet.
 3.5 Development Expenses.
 3.5.1 Obligation provided however  Exhibit G
 3.5.2 Reports and Payment
 
 ***
    
    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




---



##### 



3.6 Development Plan Updates.
 3.7 Technology Transfer; Assignment of BI Process Development Agreement and BI
Process License Agreement.
 3.7.1 Technology Transfers
 3.7.2 Assignment of BI Process Development Agreement and BI Process License
Agreement
 3.8 Regulatory Obligations during the Development Program.
 
 ***
    
    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. 19




---



##### 



3.9 Clinical Trial Materials.
 3.10 Progress Reports.
 4. Unilateral Commercialization by Serono
 4.1 Principles of Commercialization. provided however
 4.2 Regulatory Obligations during Commercialization.
 4.3 Regulatory Meetings.
 20




---



##### 



4.4 Diligence in Commercialization.
 4.5 Product Supply.
 4.6 Branding, Trademarks, Trade Dress, and Logos.
 5. Joint Development and Commercialization
 5.1 Option. Co-Promotion Option Co-Promotion Option Period Co-Promotion Territory
 
 ***
    
    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




---



##### 



5.2 Co-Promotion Period. Co-Promotion Period
 5.3 Development Expenses during Co-Promotion Period.
 5.3.1 Split of Expenses Exhibit E Micromet Contribution
 5.3.2 Report of Development Expenses Incurred
 5.3.3 Reconciliation
 5.3.4 Grace Period
 
 ***
    
    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




---



##### 



provided, however
 5.4 Co-Promotion Terms.
 5.4.1 Co-Promotion Agreement Co-Promotion Agreement
 5.4.2 Joint Commercialization Committee. JCC
 5.4.3 Dispute Resolution.
 5.4.4 Marketing Plan. Marketing Plan
 
 ***
    
    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




---



##### 



5.4.5 Costs and Profit Sharing.
 (a)
 (b)
 (c)
 5.5 Opt-Out Option.
 5.5.1 Description of Option Opt-Out Option Opt-Out Territory Opt-Out Date
 5.5.2 Expiration of the Co-Promotion Period for the Opt-Out Territory
 
 ***
    
    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




---



##### 



5.5.3 Restrictions on Funding Obligations
 5.5.4 Milestone Payments
 (a) Exhibit E Allocable Micromet
Contribution
 (b)
 (c)
  
 ***
    
    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. 25




---



##### 



6. Intellectual Property; Grant of Rights and Licenses
 6.1 License Grants.
 6.1.1 By Micromet.
 (a)
 (b)
 (c)
 6.1.2 By Serono.
 6.1.3 Reservation of Rights.
 6.2 Ownership of Collaboration Technology.
 6.2.1 Micromet Collaboration Technology
 6.2.2 Serono Collaboration Technology
 6.2.3 Joint Collaboration Technology
 26




---



##### 



6.2.4 Employees, Agents and Independent Contractors
 6.3 Third Party Technology.
 6.3.1 Technology Acquisition Agreement provided however provided further
 6.3.2 Technology Acquisition Payments
 (a) provided, however
 (b)
 
 ***
    
    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. 27




---



##### 



(c)
 6.3.3 Compensation of Micromet Employees. ArbEG
 6.4 Prosecution and Maintenance of Patents.
 6.4.1 By Micromet
 6.4.2 By Serono
 
 ***
    
    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. 28




---



##### 



6.5 Enforcement and Defense of Patents.
 6.5.1 Notice.
 6.5.2 Enforcement and Defense of Licensed Patents, the Micromet Collaboration Technology and
Joint Collaboration Technology.
 (a)
 (b)
 (c)
 
 ***
    
    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




---



##### 



6.5.3 Actions with respect to Serono Collaboration Technology.
 6.5.4 Cooperation; Damages.
 (a) provided however
 (b)
 (c)
 (d) Recovery
 (i)
 (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. 30




---



##### 



(2)
 (ii)
 6.6 Consequences of Patent Challenge.
 6.6.1 Termination on Patent Challenge Patent Challenge
 6.6.2 Sublicensees
 7. Fees and Payments
 7.1 Initial License Fee.
 7.2 Development Milestones. Exhibit D
 
 ***
    
    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. 31




---



##### 



7.3 Royalties.
 7.3.1 Royalty Rates.
 (a)
 (b)
 (c)
 (d)
  7.3.2 Aggregation of Net Sales; Royalty Term.
 (a)
 (b)
 
 ***
    
    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. 32




---



##### 



Qualified Valid Claim
 7.3.3 Royalty Adjustments.
 (a) i.e.
 (b)
 (c)
 7.3.4 Royalties Payable Only Once
 8. Payment Terms
 8.1 Payment Method.
 8.2 Payment Schedules; Reports.
 
 ***
    
    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. 33




---



##### 



8.3 Currency Conversion
 8.4 Legal Restrictions
 8.5 Taxes.
 8.5.1 Withholding Taxes Withholding Taxes
 8.5.2 Additional Withholding Taxes
 34




---



##### 



8.6 Records Retention; Audit.
 8.6.1 Record Retention.
 8.6.2 Audit. provided however
 8.6.3 Payment of Additional Amounts.
 8.6.4 Confidentiality.
 9. Confidentiality
 9.1 Definition. Disclosing Party Receiving Party
 
 ***
    
    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. 35




---



##### 



Confidential Information
 9.2 Exclusions.
 (a)
 (b)
 (c)
 (d)
 (e)
 9.3 Disclosure and Use Restriction.
 9.4 Authorized Disclosure.
 9.4.1 provided however provided further, 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. 36




---



##### 



9.4.2 provided however
 9.4.3 provided however
 9.4.4 provided, however
 9.4.5
 9.4.6
 9.4.7
 9.5 Terms of Agreement to be Maintained in Confidence.
 10. Public Communications
 10.1 General Provisions.
 10.2 Use of Name.
 37




---



##### 



10.3 Press Releases.
 10.3.1 Permitted Announcements Exhibit H
 10.3.2 No Other Disclosures
 10.3.3 Procedures Proposed Disclosure
 10.4 Publications.
 
 ***
    
    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. 38




---



##### 



provided, however
 11. Term and Termination
 11.1 Term. Term
 11.2 Termination for Material Breach.
 11.2.1 Material Breach Breaching Party Non-Breaching Party
 11.2.2 Cure of Material Breach
 11.3 Termination at Will
 
 ***
    
    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. 39




---



##### 



12. Effects of Termination
 12.1 Post-Termination Activities.
 12.1.1 Assignments
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g)
 12.1.2 Manufacturing Activities
 (a)
 40




---



##### 



provided however
 (b)
 12.1.3 License Grant provided,
however, mutatis mutandis
 12.2 Sublicensees provided, however provided further, however,
 12.3 Sale of Inventory
 12.4 Rights upon Expiration.
 
 ***
    
    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. 41




---



##### 



12.5 Accrued Rights.
 12.6 Survival.
 13. Indemnification and Insurance
 13.1 Indemnification of Micromet. Micromet Indemnitee Losses Third Party
Claim
 13.2 Indemnification of Serono. Serono Indemnitee
 13.3 Notice of Claim. Indemnitees Indemnitee Indemnified Party Indemnifying Party Indemnification Claim Notice
 42




---



##### 



13.4 Control of Defense.
 13.5 Right to Participate in Defense. provided however
 13.6 Settlement.
 43




---



##### 



13.7 Cooperation.
 13.8 Expenses of the Indemnified Party.
 13.9 Insurance.
 14. Representations and Warranties
 14.1 Mutual Representations and Warranties.
 14.1.1
 44




---



##### 



14.1.2
 14.1.3
 14.2 Additional Representations and Warranties of Micromet.
 14.2.1
 14.2.2 Exhibit A
 14.2.3 Exhibit C
 14.2.4
 14.2.5
 14.2.6
 45




---



##### 



14.2.7
 14.2.8 Exhibit C
 14.2.9 Exhibit C
 14.2.10
 14.2.11 Exhibit C
 14.2.12
 14.2.13
 14.2.14 Knowledge of Micromet
 14.3 Additional Covenants of Micromet.
 14.3.1 Exhibit C
 14.3.2 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. 46




---



##### 



14.4 Additional Representations and Warranties of Serono.
 14.4.1
 14.4.2
 14.5 Limitation on Representations or Warranties
 15. Disclaimer; Limitation of Liability
 15.1 Disclaimer of Warranty.
 15.2 Limitation of Liability.
 16. Miscellaneous
 16.1 Force Majeure.
 
 ***
    
    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. 47




---



##### 



16.2 Assignment. provided however ab
initio
 16.3 Severability.
 48




---



##### 



16.4 Governing Law; Dispute Resolution.
 16.4.1 Governing Law
 16.4.2 Resolution by [ ] Dispute
 16.4.3 Resolution by the Courts
 16.4.4 Injunctive Relief
 16.5 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. 49




---



##### 



50




---



##### 



16.6 Entire Agreement; Modifications. CDA
 16.7 Relationship of the Parties.
 51




---



##### 



16.8 Waiver.
 16.9 Counterparts.
 16.10 No Benefit to Third Parties.
 16.11 Further Assurance.
 16.12 English Language.
 16.13 No Drafting Party
 16.14 Construction.
 [Remainder of this page is left blank intentionally]
 52




---



##### 



IN WITNESS WHEREOF,
 Micromet AG
    
    Ares Trading S.A.By:
    
    /s/ Christian Itin
    
    By: /s/ Leon BernhardtChristian Itin
    
    Name: Leon BernhardtChief Executive Officer
    
    Title: Authorized RepresentativeBy:
    
    /s/ Gregor K. Mirow
    
    By: /s/ F. NaefGregor K. Mirow
    
    Name: F. NaefChief Financial Officer
    
    Title: Authorized Representative
 [Signature Page to the Collaboration and License Agreement ]




---



##### 



Exhibit A
 Micromet Patents
 [ ]
 Application
    
    
    
    
    
    PatentCountry
    
    date
    
    Application #
    
    Date of grant
    
    #
    
    StatusGranted patents[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 
 ***
    
    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.




---



##### 



Priority
    
    Priority
    
    Publication
    
    Publication
    
    
    
    PatentCountry
    
    date
    
    #
    
    date
    
    #
    
    Patent date
    
    #
    
    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.




---



##### 



Exhibit 10.34
 Exhibit B
 MT201 Amino Acid 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.




---



##### 



***
    
    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.




---



##### 



***
    
    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.




---



##### 



***
    
    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.




---



##### 



Exhibit C
 Technology Acquisition Agreements
  
 ***
    
    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.




---



##### 



Exhibit D
 Milestone Payments
 Milestone Event
    
    Milestone Payment1. Enrollment of the last patient in the
Ongoing Trial MT201-201 (prostate cancer)
    
    US$
    1,000,0002. Enrollment of the last patient in the
Ongoing Trial MT201-202 (metastatic breast
cancer)
    
    US$
    1,000,0003. Sixty (60) days following receipt by Serono
of the Final Study Report for the second
Ongoing Trial to be completed
    
    US$
    10,000,0004. Enrollment of the first patient in the first
Pivotal Trial of the Product for the first
Indication and such trial is not terminated
prior to the payment due date described in
Section 7.2 for this development milestone
    
    US$[***]5. Enrollment of the first patient in the first
Pivotal Trial of the Product for the second
Indication and such trial is not terminated
prior to the payment due date described in
Section 7.2 for this development milestone
    
    US$[***]6. Enrollment of the first patient in the first
Pivotal Trial of the Product for the third
Indication and such trial is not terminated
prior to the payment due date described in
Section 7.2 for this development milestone
    
    US$[***]7. Filing of the first BLA for the Product in
the United States for the first Indication
    
    US$[***]8. Filing of the first BLA for the Product in
the United States for the second Indication
    
    US$[***]9. Filing of the first BLA for the Product in
the United States for the third Indication
    
    US$[***]
 
 ***
    
    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.




---



##### 



Milestone Event
    
    Milestone Payment10. Filing of the first MAA for the Product in
the European Union (or if the European Union
does not exist at the time of filing, then
filing in any three of the five Major Markets
in Europe) for the first Indication
    
    US$[***]11. Filing of the first MAA for the Product in
the European Union (or if the European Union
does not exist at the time of filing, then
filing in any three of the five Major Markets
in Europe) for the second Indication
    
    US$[***]12. Filing of the first MAA for the Product in
the European Union (or if the European Union
does not exist at the time of filing, then
filing in any of three of the five Major
Markets in Europe) for the third Indication
    
    US$[***]13. Filing of the first application for
Marketing Approval for the Product in Japan for
the first Indication
    
    US$[***]14. Filing of the first application for
Marketing Approval for the Product in Japan for
the second Indication
    
    US[***]15. Filing of the first application for
Marketing Approval for the Product in Japan for
the third Indication
    
    US$[***]16. Receipt of Marketing Approval for the
Product in the United States for the first
Indication
    
    US$[***]17. Receipt of Marketing Approval for the
Product in the United States for the second
Indication
    
    US$[***]18. Receipt of Marketing Approval for the
Product in the United States for the third
Indication
    
    US$[***]19. Receipt of Marketing Approval for the
Product in the European Union (or if the
European Union does not exist at the time of
the receipt of Marketing Approval, then receipt
in any three of the five Major Markets in
Europe) for the first Indication
    
    US$[***]
 
 ***
    
    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.




---



##### 



Milestone Event
    
    Milestone Payment20. Receipt of Marketing Approval for the
Product in the European Union (or if the
European Union does not exist at the time of
the receipt of Marketing Approval, then receipt
in any three of the five Major Markets in
Europe) for the second Indication
    
    US$[***]21. Receipt of Marketing Approval for the
Product in the European Union (or if the
European Union does not exist at the time of
the receipt of Marketing Approval, then receipt
in any three of the five Major Markets in
Europe) for the third Indication
    
    US$[***]22. Receipt of Marketing Approval for the
Product in Japan for the first Indication
    
    US$[***]23. Receipt of Marketing Approval for the
Product in Japan for the second Indication
    
    US$[***]24. Receipt of Marketing Approval for the
Product in Japan for the third Indication
    
    US$[***]
  
 ***
    
    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.




---



##### 



Exhibit E
 Sharing of Development Expenses during the Co-Promotion Period
  Percentage of United States/EuropeCo-Promotion Territory
    
    Development ExpensesUnited States only
    
    [***]%Europe only
    
    [***]%United States and Europe
    
    [***]%
 
 ***
    
    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.




---



##### 



Exhibit F
 Net Profits
       
 ***
    
    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.




---



##### 



Exhibit G
 Micromet
Program Plan
 
 ***
    
    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.




---



##### 



Exhibit H
 Press Release




---



##### 



Exhibit I
  
 ***
    
    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.




---



##### 



First Amendment to Collaboration and License Agreement
 First Amendment First Amendment Effective Date Micromet AG Micromet Ares Trading S.A., Serono Party Parties
 Recitals
 Whereas Agreement
 Whereas to reflect a
modification of the Micromet Program agreed by the Parties;
 Now Therefore,
 Agreement
 1.
 2. Amendment to Section 1.
 Additional Phase I Study
 Final Phase I Study Report
 3. Amendment to Section 2.1.3.
 2.1.3 Steering Committee Meetings. [Remainder of Section 2.1.3 unchanged]
 4. Amendment to Section 3.1.
 1




---



##### 



3.1 Micromet Program. Micromet Program Exhibit G Micromet Program Plan
 [Section 3.1.1 to Section 3.1.6 remain unchanged]
 3.1.7 Additional Phase I Monotherapy Study Additional Phase I Study
 3.1.8 Final Phase I Study Reports Final Phase I Study Report
 5. Amendment to Section 3.3.1
 3.3.1 Scope. Serono
Program
 6. Amendment to Section 3.3.2(b).
 (b)
 7. Amendment to Section 3.5.1
 3.5.1 Obligation provided however .
 8. Amendment to Section 11.3
 
 ***
    
    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




---



##### 



11.3 Termination at Will
 9. Amendment to Exhibit G.
 10. Counterparts
 11. Effectiveness
 12. Continuing Effect
 In Witness Whereof,
 Ares Trading S.A.
    
    Micromet AGBy:
    
    /s/ Franck Latrille
    
    By:
    
    /s/ Jens HenneckeName:
    
    Franck Latrille
    
    Name:
    
    Jens HenneckeTitle:
    
    Authorized
Representative
    
    Title:
    
    VP Business DevelopmentAres Trading S.A.
    
    Micromet AGBy:
    
    /s/ Jacque Theurillat
    
    By:
    
    /s/ Carsten ReinhardtName:
    
    Jacque Theurillat
    
    Name:
    
    Carsten ReinhardtTitle:
    
    Authorized
Representative
    
    Title:
    
    SVP Clinical
Development
 
 ***
    
    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




---



##### 



Exhibit G
 Micromet Program Plan
  
 ***
    
    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