1291**Exhibit 4.13****Joint Venture Agreement**Agreement on the Formation of a Silent Partnershipby and between**Technologie Beteiligungsfonds Bayern GmbH & Co. KG,**Königinstraße 17, 80539 Munich- hereinafter: “Technofonds Bayern” -as represented by the sole authorized representative General Partner,Technologie Beteiligungsfonds Bayern Verwaltungs GmbH,Königinstraße 17, 80539 Munich,which, pursuant to its articles of incorporation, is in turn represented by its Management Boardon the one side,and**Micromet Gesellschaft für biomedizinische Forschung mbH**Am Klopferspitz 19, 82152 Martinsried,as represented by its Management Board pursuant to its articles of incorporation- hereinafter: “Investee” –on the other side.Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291**§1****Basic Terms and Conditions of the Technofonds Bayern Investment**(1) The Bayerische Landesanstalt für Aufbaufinanzierung (“LfA”),Technologie-Beteiligungs-Gesellschaft mbH of the Deutsche Ausgleichsbank (“tbg”), BayernKapital Risikokapitalbeteiligungs GmbH (“Bayern Kapital”) and TechnologieBeteiligungsfonds Bayern Verwaltungs GmbH have founded *Technofonds Bayern*for thepurpose of improving the equity capital position of emerging, growth-oriented businessenterprises. It expands the investment portfolio of Bayern Kapital, and places priority onmaking risk capital available to emerging Bavarian business enterprises for the financing ofinnovations. As part of its investment policy, it regularly undertakes silent investments forthe joint financing of investments and working capital for innovation-related projects atsmall and medium-sized Bavarian companies in trade and industry that meet the followingcriteria: a) Preparation/conceptualization and design of a research and development plan,through to undertaking of R&D activities (“Design Phase”)  b) Development of a new product/process (including technical services) through toproduction and testing of prototypes (“R&D Phase”)  c) Applied development and preparation for production, including marketintroduction of technologically new products/processes or technical services(“Development Phase”).(2) The Investee must meet the prerequisites for small and medium-sized enterprises (SMEs) as theEuropean Union defines them in the relevant general regulations. In this respect, it may: - not employ more than 250 employees, and  - either attain an annual sales volume of not more than EUR 40 million, orachieve a balance sheet total of not more than EUR 27 million;  - and at most 25% be in possession of one or more business enterprises that donot conform to this definition. Excepted from the latter criterion are, at most, publicjoint venture companies, venture capital partnerships and—provided no control isexercised—institutional investors.  A business is only then construed as a small/medium-sized enterprise if all threeaforementioned prerequisites have been met simultaneously.(3) *Technofonds Bayern’s*assumption of an investment in the legal form of a silent partnershipoccurs in cooperation with another investor, which shall co-administer the *Technofonds Bayern*investment on the basis of a cooperation agreement (hereinafter Lead Investor). In the presentcase, the Lead Investor function shall be assumed by 3i Group plc, London, on the basis of theCooperation Agreement dated *January 17, 2000*.   Also functioning as further cooperating investors for the innovation-related project are:Atlas Venture Germany B.V., Naarden, Netherlands; IDI Venture Ltd., St. Helier, Jersey;Schröder Venture Group [Schröder Ventures International Life Sciences Fund LP 1, HamiltonHM FX Bermuda; Schröder Ventures International Life Sciences Fund Trust, Hamilton HM FX,Bermuda; SUK VK IV Nominees Limited, Gurnsey GY1 3 Qz, Channel Islands] (hereinaftercollectively “Coinvestors”) on the one hand, and tbg on the other hand.Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291**§2****Legal Relationships of the Investee and Its Partners**(1) Pursuant to the certified Register excerpt from the Commercial Register of the District Court(Amtsgericht) of Munich, under Record No. Commercial Register Part B 105424, the registeredInvestee operates a commercial enterprise with the following purpose, in accordance with itsPartnership Agreement:   Administration of biomedical contract research as part of the development of products forthe diagnosis and treatment of human illnesses, specifically for the diagnosis and treatmentof cancer-related diseases and other diseases whose diagnosis or treatment occurs by usingimmunology-based methods. (2) Within the scope of the business purpose of this partnership, the Investee is engaged in theresearch project “Molecular genetic identification of target molecules on micro-metastaticcarcinoma cells for the development of diagnostic and therapeutic measures for the preventionof metastasization,” and in the further development of products (“Clinical Phase”) for thetreatment of minimally residual carcinoma diseases, as well as the development of a product totreat cancer of the lymphatic system (Non-Hodgkin’s lymphoma).   As of the date of the closing of this Agreement, these innovation-related projects are inthe R&D Phase. (3) The Investee’s nominal capital is currently allocated among the Investee’s partners(hereinafter collectively “Investee Partners”) as follows:           **Original Capital**    **Contribution**  **Investee Partner** **(Value in DM):** **In %** Prof. Dr. Gerhard Riethmüller  23,100   21.21 Dr. Erich Felber  12,300   11.29 Prof. Dr. Günther Schlimok  6,500   5.97 Dr. Klaus Pantel  3,800   3.49 Dr. Bäuerle  4,300   3.95 Micromet Beteiligungs GbR  4,800   4.41 *Lead Investor:*        3i Group plc, London  16,800   15.43 *Coinvestors:*        Atlas Venture GermanyB.V., Naarden, Netherlands  26,400   24.25 IDI Venture Ltd., St. Helier, Jersey  5,100   5.07 SChroder Venture Group  5,800   5.33           **Total Nominal Capital:**  **108,900**   **100****%** Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291     The following premiums were paid by the Investee Partners for each partnership share:           **Current Premium**  **Investee Partner** **(value in DM):** **in %** Atlas Venture GermanyB.V., Naarden, Netherlands  2,887,224   31.72 IDI Venture Ltd.,St. Helier, Jersey  341,131   3.75 3i Group plc, London  4,365,809   47.97 Schroder Ventures Group  1,507,193   16.56  **Total Premium:**  **9,101,357**   **100.00**    In accordance with the notarized record dated October 15, 1998, if a Development Agreementis concluded with Centocor Inc., 200 Great Valley Parkway, Malvern, PA 19355, USA, theInvestee Partners have further committed to provide this company with an investment of up toDM 3,000 in the nominal capital of the Investee, upon payment of a premium equal to at leastDM 782,600, and with the exclusion of the purchase option rights of the Investee Partners. (4) According to the balance sheet dated December 31, 1998, the Investee possesses capital andreserves subject to company law of DM 3,309,165.50. The Management Board of the Investeewarrants that, in the balance sheet dated December 31, 1998, all assets and liabilities to bereflected in the balance sheet are contained therein, that the stated amounts in the balancesheet conform with the generally accepted practices and principles of prudent bookkeeping andbalance sheet accounting, and where applicable, are in observance of the more stringent taxprovisions, and that specifically any possible reallocation of values between the Investee andthe Investee Partners are shown. Moreover, it confirms that it is authorized to enter intothis Agreement on behalf of the partners. (5) The Investee warrants that, with the exception of the following cases expressly enumerated,no silent partnerships, no participating loans, and no other obligations exist that involve aninterest in the earnings performance of the Investee: - Joint Venture Agreement dated October 25, 1996, between Investee and tgb, inthe amount of DM 1,746,700.00;  - Joint Venture Agreement dated July 1, 1997, between Investee and Bayern KapitalRisikokapitalbeteiligungs GmbH in the amount of DM 1,746,700.  Such profit sharing may also be permitted in the future, however only with the consent of*Technofonds Bayern*. § 5, par. 3 shall apply mutatis mutandis. (6) Any substantially ongoing warranties or guarantees by the Investee to the Lead Investorand/or the other cooperating investors (§ 1, para. 3) shall also be considered to have beenextended to *Technofonds Bayern*. (7) If false or misleading information has been given in connection with this Agreement, or inthe event of nonperformance on guarantees from this Agreement, the Investee is obligated tocompensate *Technofonds Bayern*to the full extent of damages, without prejudice to potentialfurther claims.Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291**§3****Contribution, Application and Drawing of Funds**(1) *Technofonds Bayern*is securing a holding in the Investee as a silent partner, for theexclusive purpose of joint financing the innovation-related project described in paragraph 2,and on the basis of statements made by the Investee in the Investment Solicitation datedFebruary 18, 1999, together with exhibits (including the documentation submitted by March 18,1999); *Technofonds Bayern*shall issue its contribution in the total amount ofDM 3,250,000.00(in words: three million two hundred fifty-thousand Deutschmarks),           <  provided the following agreements (which have meanwhile become legally enforceable) exist and, to the extent possible, have been substantiated byInvestee: - Joint Venture Agreement dated October 15, 1998 (Record No.: 3152/1998), in theamount of DM 9,101,355.70, between the Investee and the Investee Partners, whereuponthe Lead Investor and Coinvestors commit 1) to acquire partnership shares in theInvestee totaling DM 54,100, by notary-certified declarations, and 2) in addition tothe nominal value of the new partnership shares, commit to pay a premium in the totalamount of DM 9,101,355.70.  - Cooperation Agreement between *Technofonds Bayern*on one side, and the LeadInvestor with the Coinvestors on the other side.  - Joint Venture Agreements dated March 2, 1999 in the amount of DM 1,486,726, DM321,643, DM 931,657 and DM 513,274 between the Investee and tbg.  and provided that all other payment conditions have been met. (2) For the innovation-related project described in item 4 of the Investment Solicitation datedFebruary 18, 1999, and in the supplemental exhibits, the Investee has a capital requirementtotaling DM 21,541,490 for the period from September 1, 1998 until December 31, 2000, and willuse the investment funds made available to it pursuant to Exhibit 1 to this Agreement(“Project-Related Budget”).   The Investee shall provide an accounting on the use of the funds in accordance with theterms of this Agreement, furnished with a corresponding confirmation from the Lead Investor,to the Lead Investor at any time, however unsolicited at least once by year end, as well asto *Technofonds Bayern*upon request, however no later than after conclusion of the project. (3) If the costs of the project decline in comparison to current indications and/or if furtherpublic funds subsequently become additionally available as part of this project, then theInvestee is obliged to provide information immediately thereof, and *Technofonds Bayern*isentitled to cut back its contribution. This cutback shall occur in accordance with themodification that results as a consequence of consideration given to the aforementionedfactors when covering the total financing amount. (4) The investment enrollment of the *Technofonds Bayern*shall occur within the framework of acash deposit that the Investee may request, after compliance with all payment preconditions,in two tranches, whereby the first tranche of DM 1,000,000 shall be payable immediately, andthe second tranche of DM 2,250,000 shall be payable no earlier than April 1, 2000. In anycase, *Technofonds Bayern*is not subject to any further obligation to issue additional capitalcontributions. The Investee may draw on the contribution in the scheduled partial amountsafter the commencement of the partnership, via wire transfer to an as yet undesignated specialaccount, provided that 1) immediate use of funds in accordance with the terms of thisAgreement is guaranteed, as well as 2) proportionate utilization of funds with the otherfinancing resources as intended per Exhibit 1, and 3) the total financing of theinnovation-related project per Exhibit 1. A draw may occur only if the Lead Investor hasverified that all draw conditions have been met and that the feasibility of theinnovation-related project continues to exist, and such confirmation is attached to the draw.Upon the first partial draw, *Technofonds Bayern,*for its surrender of capital, is entitled towithhold a one-time investment fee equal to 1% of the total contribution stipulated in thisAgreement, however no more than DM 20,000, whichever of both amounts is lower (Initial Fee).The draw on further tranches of the contribution to be rendered byMicromet GmbH / TFB-BIO Joint Venture Agreement
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1291  *Technofonds Bayern*requires that the Investee has fully complied with the reporting,information, and documentation obligations toward *Technofonds Bayern*required to that point. *(5)* *Technofonds Bayern’s*duty to issue payment shall not apply if the first tranche of DM1,000,000 fails to be fully drawn by no later than September 30, 1999 and the second trancheof DM 2,250,000 fails to be fully drawn by no later than June 30, 2000, in accordance with theAgreement, or if grounds for termination of the silent partnership by *Technofonds Bayern*arepresent. If, despite expectations, the funds are unable to be used in full as intended, theymust be repaid immediately to *Technofonds Bayern*, whether in whole or in part. The funds mayonly be drawn again if the preconditions for their use are present within 14 days from thedraw request. (6) The *Technofonds Bayern*contribution must be held by Investee in a separate Deposit Account,and must be shown separately as a silent deposit.**§ 4****Commencement and Duration of the Partnership**(1) The Silent Partnership shall commence as soon as this Agreement has been executed by allcontract partners. (2) The Silent Partnership is set to terminate on December 31, 2008. (3) Upon termination of the Partnership Relationship, the *Technofonds Bayern*contribution shallbe immediately due and payable to *Technofonds Bayern*, together with its investment fees notyet paid by that point, specifically profit shares and other receivables to *TechnofondsBayern*. (4) If the investments agreed by Investee with the Lead Investor and Coinvestors (cf. § 1, par.3; §2, par. 3) have not been collected or end before December 31, 2008, or if thecontributionss or other financing resources made available to Investee by the aforementionedinvestors are not repaid, whether in whole or in part, before December 31, 2008, and to theextent the obligations from the Cooperation Agreement and corresponding functions (see §1,par. 3) can no longer be fulfilled to the extent hitherto, then the *Technofonds Bayern*investment shall end on the same date, and the *Technofonds Bayern*deposit shall be due forrepayment to the same extent.Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291**§5****Investee Transactions Requiring Consent***(1)* *Technofonds Bayern*does not participate in the business management of the Investee. (2) After execution of this Agreement by the contracting parties, the Investee must obtain theprior consent of *Technofonds Bayern*for legal matters and actions that extend beyond theordinary business operations of the Investee, or that may have considerable impact on theasset and earnings position of the Investee. The prior consent of *Technofonds Bayern*isrequired in but not limited to the following cases: a) Any modification of the Partnership Agreement, specifically a modification tothe legal form or the business purpose of the enterprise, the enrollment of newpartners, or the agreement to new investments (including silent investments);  b) Sale of business divisions; establishment or abandonment of branch offices orbranch operations; acquisition or disposition of land and improvements;  c) Execution, modification, or termination of contracts between the Investee andone or more Investee Partners or their spouses or relatives, or with companies in whichthese persons hold an interest, if the exchange of services with the Investee Partnersor these closely related persons may definitively affect the interests of *TechnofondsBayern*and exceed the amount of DM 20,000 per fiscal year of the Investee.  d) Formation, acquisition, or disposition of other businesses or investments insuch;  e) Execution, modification or termination of contracts on the issuance oracquisition of licenses or patents, utility/design patents, registered designs,trademarks, or expertise (excepting everyday software business), to the extent suchmatters affect the innovation-related project supported by the investment of*Technofonds Bayern.*  f) Relocation, leasing, sale, or discontinuation of operations, in whole or inpart;  g) Execution, modification, or termination of control agreements, profit-and-lossand transfer agreements, and operational facilities lease agreements or othersignificant operational contracts;  h) Appointment or dismissal of Managing Directors of the Investee, or changes totheir service agreements;  i) Abandonment of or significant modification to the innovation-related projectdescribed in §3, para. 2;  j) Assumption of obligations, to the extent these are not contained in theProject-Related Budget per Exhibit 1, for investments that exceed DM 100,000 or withleasing, rental, or tenancy agreements that exceed DM 10,000 per month;  k) Resolutions about distributions;Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291l) Sale of at least 75% of the current assets of the Partnership (based on marketvalue); m) Dissolution of the Investee; n) Establishment of a partnership of foreign legal form, based on the structure ofa German stock corporation, for the purposes of assigning assets of the Investee, orfor the continuation of the Investee’s business operations.(3) The consents per § 5, para. 2 are to be obtained in a timely manner prior to the plannedaction, directly from *Technofonds Bayern*. *Technofonds Bayern*shall render its decision on awritten request for consent, typically within a short period, however no later than one monthfrom receipt; such consent shall only be withheld for compelling reason, based on itsjudgment. In principle, consent pursuant to § 5, par. 2n shall not be granted.**§6****Rights to Information and Control Rights; Supervisory Board**(1) The Investee shall report to *Technofonds Bayern*through the Lead Investor semi-annually byMarch 31 and September 30 on its financial position and on the status of theinnovation-related project cited in § 3, para. 2, per Exhibit 2 of this Agreement, if and tothe extent *Technofonds Bayern*has not expressly waived these types of reports in considerationof the fact that the Lead Investor is at the same time administering control of the Investeeon behalf of *Technofonds Bayern*, and inasmuch as *Technofonds Bayern*is extensively aware ofthe relationships to and the circumstances of the Investee.   In addition, each month *Technofonds Bayern*receives a summary status report per Exhibit 3 tothis Agreement from the Investee, and at the end of each fiscal year of the Investee,receives an update on the upcoming year, modeled after the business plan used prior to itsinvestment enrollment. (2) Irrespective of whether or to what extent the Lead Investor exercises control of the Investeesimultaneously for *Technofonds Bayern*, the Investee must notify *Technofonds Bayern*directlyand in due time about all actions that extend beyond the scope of its ordinary businessoperations. (3) Above and beyond this, *Technofonds Bayern*is entitled to control rights pursuant to § 716 ofthe German Civil Code (BGB). This shall also apply to the necessary extent after terminationof the Partnership for examination of the final settlement of Partnership accounts.   *Techofonds Bayern*is furthermore authorized to examine at any time all documentationpertaining to the Investee’s innovation-related project described in § 3, para. 2 that arein possession of the Investee itself, the Lead Investor, as well as the cooperatinginvestors. *(4)* *Technofonds Bayern*may at any time demand the formation of a Supervisory Board that shallhave the duty of advising and monitoring the Management Board of the Investee. The SupervisoryBoard shall have at least the same information and control rights as granted to *TechnofondsBayern*by this Agreement. *Technofonds Bayern*shall participate in the Supervisory Board incommensurate consideration of the amount of its contribution, and specifically has the rightto appoint at least one member to the Supervisory Board. Until the first meeting of theSupervisory Board, whose formation *Technofonds Bayern*has demanded from the Investee pursuantto Sentence 1, *Technofonds Bayern*must be invited to each General Shareholders Meeting of theInvestee, and it shall act there in an advisory capacity. Such invitation shall be made by theManagement Board of the Investee. *(5)* *Technofonds Bayern*may avail itself of third parties in the administration of its informationand control rights. The Investee shall bear the costs incurred for this, if the origination ofsuch costs is caused by untimely or insufficient information provided to *Technofonds Bayern*.Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291**§7****Fiscal Year; Annual Report**(1) The fiscal year of the Silent Partnership shall correspond to that of the Investee(“Investment Year”). The fiscal year of the Investee ends each December 31st. (2) The Investee must compile its Annual Report (balance sheet, statement of income, exhibits,Management Report if necessary) in adherence to §§ 238 – 289 of the Commercial Code, within 6months after passage of the fiscal year, and submit an original executed copy to *TechnofondsBayern*and have it furnished with the certification of an auditor or certified publicaccountant. Together with the Annual Report, the Investee shall present *Technofonds Bayern*with a confirmation of its auditors or tax advisors on the proper calculation of itsinvestment compensation pursuant to § 8. (3) The Investee will submit interim balance sheets if *Technofonds Bayern*demands these due tothe occurrence, based on its judgment, of a given special situation (e.g., assetdeterioration). Upon demand of *Technofonds Bayern,*the Annual Report shall be discussed in ajoint meeting of all investors, for example, as part of a General Shareholders Meeting thatwould be taking place anyway, and if necessary with the enlistment of the home financialinstitution of the Investee. The Investee shall provide *Technofonds Bayern*with advance noticeof its intention to change the auditor/tax advisor.**§8****Investment Fee; Share of Profit and Loss**(1) Starting on the payment date (“Debit Value Date”), and without regard to Investee’syear-end results, *Technofonds Bayern*shall receive a minimum compensation for its paid-incapital contribution equal to 6% per annum of its nominal investment (“Fixed Compensation”).This shall be due in arrears at the end of each calendar quarter. (2) In addition, *Technofonds Bayern*shall also receive profit-related compensation equal to 9% ofthe net profits earned each year, as determined in accordance with Paragraph 3.   For any period in which Bayern Kapital and/or a fund managed by it holds more than oneinvestment in the Investee, together they shall receive, in addition to their respectiveFixed Compensations, no more than 9% of Investee’s annual net income as determined inaccordance with Paragraph 3.   If Investee should be supplied with additional capital within the context of additionalrounds of financing, then *Technofonds Bayern*shall adjust its share of profits to theproportions of capital that then prevail.   *Technofonds Bayern’s*share of profits shall be due and payable to *Technofonds Bayern*twoweeks after approval of Investee’s Annual Financial Statement (per § 7, para. 2). (3) The modified year-end results, which are the basis for determining the share of profitsaccording to Para. 2, shall be calculated as follows:Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291The year-end results for purposes of determining taxable profits,plus- taxes on earnings (local business taxes or corporate income taxes, asapplicable, plus any surtaxes) and any taxes on non-income values, tothe extent they are shown in the Annual Financial Statement as anexpense; - allocations to tax-exempt reserves; - compensation that is counted as an expense, for work performed byInvestee’s partners (including pension expenses, management bonuses),to the extent such compensation exceeds DM 150,000 per annum perworking partner; - interest exceeding 7% per annum on loans or on silent equityinvestments given to Investee by Investee’s Partners or persons closeto them, if this interest is counted as an expense; - losses from the sale or loss of fixed asset property items, to theextent such items were already present at the beginning of*Technofonds Bayern’s*investment as defined in § 4, para. 1; - tax expense (unrelated to the accounting period) for fiscal yearsprior to the commencement of *Technofonds Bayern’s*investment, asdefined in § 4, para. 1; - extraordinary expenses, to the extent they are related to businesstransactions that took place prior to the commencement of *TechnofondsBayern’s*investment, as defined in § 4, para. 1; - the Investment Fee that is paid to *Technofonds Bayern*and that isentered into Investee’s Annual Financial Statement as an expense;less- Earnings from the release of tax-exempt reserves that wereaccumulated prior to the beginning of *Technfond Bayern’s*investmentas defined in § 4, para. 1; - extraordinary earnings to the extent they are related to businesstransactions that took place prior to the commencement of *TechnofondsBayern’s*investment, as defined in § 4, para. 1; - Earnings from the sale of assets that are part of the fixed capitalassets, to the extent such assets were already present at thecommencement of *Technofonds Bayern’s*investment as defined in § 4,para. 1; - subsidies, allowances, and other allocations from public sectorfunds, to the extent they affected earnings.In the year when delivery of *Technofonds Bayern’s*investmentcontribution is drawn, the net annual income for calculating theshare of profits in accordance with Paragraph 2 will be considered ashaving been evenly distributed over the entire year. Any changes inthe net taxable income that result from a tax audit shall also resultin corresponding changes in the calculation of *Technofonds Bayern’s*profit-related investment premium.(4) At the end of the investment period, and specifically at the time of an initial publicoffering, *Technofonds Bayern*shall be entitled to a one-time compensation equal to 35% of itsinvestment amount, plus 9% of its nominal investment amount for each year subsequent to theend of the fifth investment year (“Final Compensation”). The share of profits paid each yearin accordance with Para. 2 shall be deducted from the final compensation due; any deductionamount that exceeds that final compensation amount will not be applied.Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291  *Technofonds Bayern*has no share of Investee’s hidden assets or its value as a business.   *Technofonds Bayern*shall assert its full rights under Para. 4, Sentence 1 only if itbelieves this is justified, based on Investee’s overall financial circumstances andspecifically based on Investee’s assets and earnings situation in the last three yearsbefore the end of the investment. (5) If after conversion into a stock corporation (AG), Investee is to be admitted for trade on astock exchange and has executed a letter of engagement or comparable document with aninvestment bank, then *Technofonds Bayern*may demand that stock in Investee be issued to*Technofonds Bayern*in exchange for collecting or renouncing its claim to payment of the FinalCompensation per Para. 4, or that existing stock be transferred to *Technofonds Bayern*.*Technofonds Bayern*shall make such request to Investee in written form. The amount of theclaim shall be calculated on the basis of the period of time that has elapsed from theconclusion of this Joint Venture Agreement until Investee’s receipt of the demand (inaccordance with Para. 5, Sentence 1). The number of stock shares to be issued or transferredto *Technofonds Bayern*shall be calculated by dividing the final compensation amount by thestock option amount. The stock option amount is 80% of the stock issue price. If *TechnofondsBayern’s*profit-related compensation payments are offset against the claim to FinalCompensation, the above compensation shall apply accordingly to the Final Compensation claimthat is reduced by this amount.   Investee shall immediately inform *Technofonds Bayern*about prevailing terms and conditionsas soon as an initial purchase offering is planned or, as the case may be, as soon as aletter of engagement or comparable document has been signed. *Technofonds Bayern*shallexercise its right to convert its claim to Final Compensation into Investee stock throughwritten notice within four weeks after it has been so informed by Investee The parties shallundertake all actions and make all declarations that are necessary in order to bring aboutthe issuance or transfer of stock to *Technofonds Bayern.*Investee shall coordinate effortswith its partners/stockholders so that they perform the necessary actions and provide thedeclarations, particularly for an increase in capital that may need to be implemented. Ifexercise of the option has the result that plans for introducing Investee’s stock for tradeon a stock exchange are dropped before *Technofonds Bayern*completes its acquisition ofInvestee’s stock, then *Technofonds Bayern*can demand that the option be deemed notexercised, provided that the actions that have already been performed and declarations thathave been made up to the time of such demand can still be reversed; in such case,*Technofonds Bayern*’s right to exercise the option shall continue to exist and can beexercised again when the above-named conditions are present. (6) Upon termination of the silent partnership, all of *Technofonds Bayern*’s claims*,*including therepayable capital contribution, shall convert into a loan that is immediately due and payable. (7) Investee agrees that all due and payable amounts shall be included in a direct debitarrangement, and it names the following bank account for this purpose:   Acct. No. 183 025 8686-001Bank: HypoVereinsbank München Bank Routing No. 700 200 01Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291  From the date claims are due until payment is received, interest shall be charged on all of*Technofonds Bayern*’s claims against Investee, at the rate of 3% over the currentlyprevailing discount rate of the Deutsche Bundesbank. (8) Investee shall ensure in each of its business operations that payments (such as profitdistributions, compensation for work, pension payments, and interest payments) to partners whoown a direct share of Investee’s capital fund do not endanger Investee’s necessary capitalformation or the contractual repayment of the silent investment or any other claims of*Technofonds*or interest due on such claims. *(9)* *Technofonds Bayern*shall not participate in Investee’s losses.**§9****Taxes and Expenses**Investee shall: 1) take care of the legally required tax payments on the Investment Fees andinterest on these fees; 2) turn in the necessary tax declarations; and 3) provide *TechnofondsBayern*with copies of these declarations and with the necessary applicable tax receipts in theprescribed form. This applies particularly to the declaration and payment of capital gains taxesand any applicable supplementary charges.**§10****Dissolution and Termination of the Silent Partnership**(1) In the event Investee is dissolved, the silent partnership shall be dissolved as well. Thesilent investment must be repaid. (2) Investee has the right to repay *Technofonds Bayern’s*investment in whole or in part on June30 or December 31 of any year, provided three months’ advance notice has been given. (3) If there is a compelling reason, any of the partners can also terminate the silentpartnership without notice, through a written declaration.   If the capital contribution has not yet been deposited, *Technofonds Bayern*shall be releasedfrom its deposit obligation.   *Technofonds Bayern*is entitled to terminate the partnership for a compelling reason undercircumstances that include but are not limited to: - if Investee or its legal predecessor has made false statements in theInvestment Solicitation together with any exhibits attached thereto  - if it turns out that the prerequisites for granting the investment were not metor the prerequisites for continuing the investment no longer apply, and particularly ifthe innovation-related project described in § 3, para. 2 proves to be unfeasible or hasbeen given up or substantially changed by Investee;  - if, despite a warning, Investee has not demonstrated the use of funds asspecified in § 3, para. 2, Sentence 2 within three months after it is due;Micromet GmbH / TFB-BIO Joint Venture Agreement
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1291 - if promissory notes accepted by Investee lead to dispute, or if Investee stopsmaking its payments or if a petition to open bankruptcy proceedings is filed or ifinsolvency is detected in any other way;  - if one or more key technical experts working in leading position(s) at Investeeat the time the silent partnership contract was signed are no longer working full-timeat Investee in leading positions;  - if one or more measures as contemplated in § 5, para. 2 are undertaken withoutthe prior consent of *Technofonds Bayern.*(4) The provisions in § 8 shall apply mutatis mutandis.**§11****General Provisions**(1) To the extent allowed by law, the exclusive venue for all disputes in connection with theinvestment originating with this Agreement shall be the headquarters location of *TechnofondsBayern.*   For all disputes arising from the Agreement, recourse to the general courts of law isexcluded and an arbitration proceeding is agreed. On this issue, a separate ArbitrationAgreement has been executed, in accordance with Exhibit 4 to this Agreement. (2) Modifications and amendments to this Agreement require written form. The written formrequirement can only be nullified by written agreement of all parties to the contract. Thereare no oral side agreements to this Agreement. Exhibits cited in this Joint Venture Agreementare each an integral component of the present Agreement. (3) If a provision of this Agreement is invalid or becomes invalid, the rest of this Agreementshall not be affected by this circumstance. The parties to this contract are obligated toreplace invalid provisions with provisions that most closely approximate the business intentof the invalid provisions in a legal, cost-effective manner. The same applies to any loopholesin the Agreement.   Martinsried , date: July 7, 1999 Munich, date: January 17, 2000     Technologie Beteiligungsfonds Bayern