##### 



Exhibit 10.38
 ***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 Licensee Party Parties
 Whereas Research Cross-License Agreement
 Whereas
 Whereas
 Now , Therefore
 1. Definitions
  1.1 Affiliate
 1.2 Antibody
 1.




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##### 



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




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1.11 Development
 1.12 Diagnostic Licensed Product Schedule
V in vitro in vivo
 1.13 Dossier provided however
 1.14 Excluded Field Schedule
IV
 1.15 Excluded Technology Schedule
V
 1.16 Exploit Exploitation
 1.17 FDA
 1.18 Field provided however
 1.19 Gatekeeping
Procedure
 1.20 Improvement
 1.21 Insolvency Event
 
 ***
    
    Certain information on the 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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1.22 Know-How
 1.23 Lead
 1.24 Licensed Product
 1.25 Licensee Phage Display Improvement provided however
 1.26 MAA
 
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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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1.27 Major Market Country
 1.28 Marketing Approval
 1.29 [***] Agreement
 1.30 Net Sales 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. 5.




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1.31 Non-Adjusted Royalty Rate
 1.32 Patents
 1.33 Phage Display
 1.34 Phase I Clinical Trial
 1.35 Primary Application
 1.36 Regulatory Authorities
 1.37 Single Chain Antibody
 1.38 Target Schedule III
 1.39 Target Program
 6.




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1.40 Term
 1.41 Therapeutic Licensed Product
 1.42 Third Party
 1.43 Valid Claim
 2. Grant Of Licenses
 2.1 License provided however
 2.2 Reservation of Rights
 
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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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2.3 Excluded Technology Schedule
V Schedule V
 (a)
 (b) [***] License Agreement
  2.4 Know-How Transfer Schedule II Schedule II
 3. Identification Of Licensed Products; Reporting; Diligence
 3.1 Identification of Licensed Products
 3.1.1 General
 3.1.2 Confidentiality
 3.2 Abandonment of a Licensed 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. 8.




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Abandoned Product
 3.3 Dossier Updates
 4. Gatekeeping And The Excluded Field
  5. Payments
 5.1 Initial License Fee
 5.2 Therapeutic Licensed Product Milestone Payments and Royalty Rates
 5.2.1 Milestones
 Milestone Event
    
    Milestone PaymentInitiation of Phase I Clinical Trials for such
Therapeutic Licensed Product in the first Major Market
Country
    
    US$[***]Acceptance 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$[***]
 
 ***
    
    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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5.2.2 Royalties
 (a) Therapeutic Product
Extended Period
 (b)
 5.3 Diagnostic Licensed Product Milestone Payments and Royalty Rates
 5.3.1 Milestones
 Milestone Event
    
    Milestone PaymentAcceptance of the filing of the first Marketing Approval
for such Diagnostic Licensed Product in the first Major
Market Country
    
    US$[***]Receipt of first Marketing Approval for such Diagnostic
Licensed Product in the first Major Market Country
    
    US$[***]
 5.3.2 Royalties
 
 ***
    
    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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(a) Diagnostic Product Extended
Period
 (b)
 5.3.3 Acceleration of Milestones
 5.4 Payment
 5.4.1 Payment of Milestones
 5.4.2 Payment of Royalties
 
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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. 11.




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5.4.3 Payment Method
 5.4.4 Currency Conversion for Milestone Payments and Calculation of Net Sales
 5.4.5 Credit for Royalties Paid on Uncollected Amounts Uncollected Amount
 
 ***
    
    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.




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5.5 Records; Audits Records
 5.6 Payment of Additional Amounts
 5.7 Confidentiality
 5.8 Withholdings
 5.8.1 Withholding Tax
 (a)
 (b)
 
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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. 13.




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5.8.2
 (a)
 (b)
 5.8.3
 5.8.4
 6. Representation And Warranties; Covenants
 6.1 Representations of CAT
 
 ***
    
    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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provided however Schedule I Schedule VI Schedule VI Schedule VI
 6.2 Reciprocal Representations and Warranties
 6.3 Additional Covenants Schedule I Schedule I
 6.4 DISCLAIMER OF WARRANTY
 7. Confidentiality
 7.1 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. 15.




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Confidential Information
 7.2 Exclusions
 7.2.1
 (a)
 (b)
 (c)
 (d)
 (e)
 7.2.2
 7.3 Disclosure and Use Restriction
 
 ***
    
    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.




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7.4 Authorized Disclosure
 7.4.1 provided however provided further
 7.4.2 provided however
 7.4.3 provided however
 7.4.4
 7.4.5
 7.4.6
 7.5 Use of Name
 7.6 Terms of Agreement to be Maintained in Confidence
 17.




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provided however provided further
 7.7 Press Release
 8. Filing, Prosecution And Maintenance Of Patent Rights
 8.1 Prosecution and Maintenance
 8.2 Costs
 8.3 No Challenge provided however
 18.




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8.4 Notice
 8.5 Enforcement provided however
 9. Improvements; Ownership
 9.1 Phage Display Improvements
 9.1.1 Disclosure of Licensee Phage Display Improvements
 9.1.2 Ownership
 9.1.3 License to CAT mutatis mutandis
 
 ***
    
    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.




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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
 10.2.2
 
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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. 20.




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10.2.3
 10.3 Amendment or Termination of [***] Agreement
 10.3.1
 10.3.2 provided however
 10.4 Consequences of Expiration and Termination
 10.4.1 Material Breach
 10.4.2 Survival of Certain Sublicenses provided however
 10.4.3 Return of Confidential Information
 
 ***
    
    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.




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provided however
 10.5 Survival
 11. Indemnification And Insurance
 11.1 Indemnification By Licensee Losses Third Party Claim
 11.2 Indemnification Procedure
 11.2.1 Notice of Claim Indemnitees Indemnitee Indemnified
Party Indemnifying Party Indemnification Claim Notice
 22.




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11.2.2 Prosecution of Claims
 (a) Control of Defense
 (i)
 (ii)
 (b) Right to Participate in Defense provided however
 (c) Settlement
 23.




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(d) Cooperation
 11.3 Expenses
 11.4 Insurance
 12. Limitation of Liability
 12.1
 12.2
 13. Miscellaneous
 13.1 Assignment
 24.




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provided however
 (a) provided further
 (i)
 (ii)
 (b)
 ab initio
 13.2 Severability
 13.3 Governing Law; Dispute Resolution
 13.3.1
 25.




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13.3.2 Dispute
 13.4 Notices
  
  
 
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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. 26.




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13.5 Entire Agreement; Modifications
 13.6 Relationship of the Parties
 13.7 Waiver
 13.8 Counterparts
 13.9 No Benefit to Third Parties
 27.




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13.10 Further Assurance
 13.11 English Language
 13.12 Force Majeure
 13.13 Construction
 [Remainder of this page is left blank intentionally. Signature page follows.]
 28.




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In Witness Whereof
 Cambridge Antibody Technology LimitedBy:
    
    /s/ Diane MellettName:
    
    Diane MellettTitle:
    
    General Counsel
 Micromet AGBy:
    
    /s/ Christian ItinName:
    
    Christian Itin, Ph.DTitle:
    
    Chief Business OfficerBy:
    
    /s/ Gregor K. MirowName:
    
    Gregor K. MirowTitle:
    
    CFO
 [Signature Page To The Non-Exclusive Product License Agreement]
 1




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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. 1




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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. 1




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SCHEDULE III
 Description of 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. 1




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Schedule IV
 Excluded Field
  1.
    
    the discovery, isolation, characterization, research, development, and/or commercialization
of an Antibody useful for the diagnosis, treatment and/or prevention of one or more of the
following disease conditions wherein the primary scientific rationale or activity is [***];2.
    
    [***] including, without limitation, (A) [***]e, and (B) [***]but, in both instances,
excluding the treatment and/or prevention of [***]associated with [***]);3.
    
    [***];4.
    
    [***] including, but not limited to, (A) [***](B) [***] and (C) [***];5.
    
    [***];6.
    
    [***]; and/or7.
    
    [***];
 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




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Schedule V
 Excluded Technologies
  1.
    
    [***], meaning the technology claimed in the following Patents to which CAT has sole right,
title and interest: [***];2.
    
    [***], meaning solely Antibodies which [***] and in which [***];3.
    
    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;4.
    
    [***], meaning any Antibody [***] for the purpose of simultaneously detecting and/or
measuring [***] whereby that 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. 1




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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. 1




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Table of Contents
 Page1. DEFINITIONS
    
    
    12. GRANT OF LICENSES
    
    
    72.1 License
    
    
    72.2 Reservation of Rights
    
    
    72.3 Excluded Technology
    
    
    72.4 Know-How Transfer
    
    
    83. IDENTIFICATION OF LICENSED PRODUCTS; REPORTING; DILIGENCE
    
    
    83.1 Identification of Licensed Products
    
    
    83.2 Abandonment of a Licensed Product
    
    
    83.3 Dossier Updates
    
    
    84. GATEKEEPING AND THE EXCLUDED FIELD
    
    
    95. PAYMENTS
    
    
    95.1 Initial License Fee
    
    
    95.2 Therapeutic Licensed Product Milestone Payments and Royalty Rates
    
    
    95.3 Diagnostic Licensed Product Milestone Payments and Royalty Rates
    
    
    105.4 Payment
    
    
    115.5 Records; Audits
    
    
    125.6 Payment of Additional Amounts
    
    
    135.7 Confidentiality
    
    
    135.8 Withholdings
    
    
    136. REPRESENTATION AND WARRANTIES; COVENANTS
    
    
    146.1 Representations of CAT
    
    
    146.2 Reciprocal Representations and Warranties
    
    
    146.3 Additional Covenants
    
    
    146.4 DISCLAIMER OF WARRANTY
    
    
    157. CONFIDENTIALITY
    
    
    157.1 Definition
    
    
    157.2 Exclusions
    
    
    157.3 Disclosure and Use Restriction
    
    
    167.4 Authorized Disclosure
    
    
    16
 -i-




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Table
of
Contents  (continued)
 Page7.5 Use of Name
    
    
    177.6 Terms of Agreement to be Maintained in Confidence
    
    
    177.7 Press Release
    
    
    178. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS
    
    
    178.1 Prosecution and Maintenance
    
    
    178.2 Costs
    
    
    188.3 No Challenge
    
    
    188.4 Notice
    
    
    188.5 Enforcement
    
    
    189. IMPROVEMENTS; OWNERSHIP
    
    
    189.1 Phage Display Improvements
    
    
    189.2 CAT Phage Display Improvements
    
    
    199.3 Further Assurances
    
    
    1910. TERM AND TERMINATION
    
    
    1910.1 Term
    
    
    1910.2 Termination for Material Breach
    
    
    1910.3 Amendment or Termination of [***] Agreement
    
    
    2010.4 Consequences of Expiration and Termination
    
    
    2010.5 Survival
    
    
    2111. INDEMNIFICATION AND INSURANCE
    
    
    2111.1 Indemnification By Licensee
    
    
    2111.2 Indemnification Procedure
    
    
    2211.3 Expenses
    
    
    2311.4 Insurance
    
    
    2312. LIMITATION OF LIABILITY
    
    
    2313. MISCELLANEOUS
    
    
    2413.1 Assignment
    
    
    2413.2 Severability
    
    
    2413.3 Governing Law; Dispute Resolution
    
    
    2513.4 Notices
    
    
    25
 
 ***
    
    Certain information on this page has been omitted. -ii-




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Table
of
Contents  (continued)
 Page13.5 Entire Agreement; Modifications
    
    
    2613.6 Relationship of the Parties
    
    
    2613.7 Waiver
    
    
    2713.8 Counterparts
    
    
    2713.9 No Benefit to Third Parties
    
    
    2713.10 Further Assurance
    
    
    2713.11 English Language
    
    
    2713.12 Force Majeure
    
    
    2713.13 Construction
    
    
    27
 -iii-




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Exhibit 10.38
 ***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 CAT Party Parties
 Recitals
 A. Agreement
 B.
 Agreement
 Now, Therefore
 1. Expiration of Excluded Field
 2. Counterparts
 3. Effectiveness
 
 ***
    
    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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4. Continuing Effect
 2.




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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
 3.