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Exhibit 10.48
 ***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
 Tarcanta, Inc.2110 Rutherford RoadCarlsbad, CA 92008USA
 
 October 6, 2006
 EFG Vaccine License, Development, Manufacturing and Supply Agreement by and between Tarcanta, Inc.,
Tarcanta Ltd., (together, Tarcanta) and CIMAB S.A. dated July 13, 2004 (the EGF Agreement)
   1.
    
    Tarcanta, Inc. (acting through its parent company Micromet, Inc.) and CIMAB will prepare a
partnering package for non-confidential disclosures and for confidential disclosures to be
used in Tarcantas efforts to find a new partner, as set forth in paragraph 2 below. Nothing
in this letter or in the use of the term partner amends the EGF Agreement so as to allow any
party to enter relationships or agreements that are in violation of the EGF Agreement as in
effect prior to the execution of this letter. No confidential disclosures will be made unless
the receiving party has executed a confidentiality agreement substantially in the form
attached hereto.
 2.
    
    Tarcanta, Inc. (acting through its parent company Micromet, Inc.) will take the lead in
identifying potential partners and conducting discussions and negotiations regarding a
potential agreement under which a new partner obtains the rights to develop and commercialize
products pursuant the EGF Agreement. Tarcanta, Inc. will use commercially reasonable efforts
to find a mutually acceptable new partner. The terms of any agreement with a new partner will
not violate any of the requirements set forth in the EGF Agreement.
 3.
    
    CIMAB will support the aforesaid partnering efforts by reasonably making available its staff
and staff from the Centro de Inmunologia Molecular for presentations to potential partners and
for due diligence activities by potential partners, with each side bearing its own costs
except for travel and lodging expenses for CIMAB and CIM staff for travel outside of Cuba,
which costs will be born by Tarcanta.




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4.
    
    Tarcanta, Inc. and Tarcanta, Ltd. agree to pay the quarterly Access Fee payments $[***]
currently due and any quarterly Access Fee payments that may become due in the future) in
accordance with the terms of the EGF Agreement.
 5.
    
    Tarcanta, Inc. and Tarcanta, Ltd. agree to pay the third $[***] milestone payment set forth
in Article 5.1.2 of the EGF Agreement, which Tarcanta acknowledges to be due and owing because
of the transfer by CIMAB and acceptance by Tarcanta of the biological materials comprising the
Transferred Assets no later than the earlier to occur of (1) the closing of a transaction in
which a new partner obtains the rights to develop and commercialize the products pursuant to
the EGF Agreement, and (2) June 12, 2007. The payment will include interest of [***]% per
month from June 13, 2006.
 6.
    
    If one or more potential partners have been identified and negotiations on a term sheet or
agreement are ongoing by December 31, 2006, the parties will attempt to complete such
negotiations as soon as practicable and effect the transfer of the programs to the new partner
subject to any approvals or consents required by the Office of Foreign Assets Control of the
US Department of the Treasury. If no agreement with a new partner has been executed and no
such negotiations are ongoing by December 31, 2006, the parties will discuss how best to
transfer all data and information related to the research and clinical development programs,
to the extent permitted under the license issued by the US Office for Foreign Assets Control
or applicable law or regulation, back to CIMAB, and the EGF Agreement will terminate as of
December 31, 2006, subject to the provisions of Articles 12.6, 12.7 and 12.8 of the EGF
Agreement, and paragraphs 4 and 5 hereof, unless the parties agree in writing to extend the
term of the EGF Agreement. Upon termination, Tarcanta Inc. agrees to use best efforts to
instruct patent attorney (i) to transfer all patents and patent applications related to or
embracing technology licensed under the EGF Agreement to CIMAB, and (ii) to promptly execute
all documents, including assignment documents, to accomplish such transfer, to the extent
permitted under the license issued by the US Office for Foreign Assets Control or applicable
law or regulation.
 7.
    
    The parties acknowledge and agree that, provided Tarcanta Inc. and Tarcanta, Ltd. perform in
accordance with paragraphs 4, 5 and 6 herein, the obligations of Tarcanta, Inc. and Tarcanta
Ltd. to develop and market products under the EGF Agreement are replaced by the obligation to
undertake the business development activities described in paragraphs 1 and 2 of this letter.
Without limiting the generality of the foregoing, CIMAB, Tarcanta, Inc. and Tarcanta Ltd. will
have no further obligations under Article 3 (except Sections 3.9 and 3.10), Article 4, and
Section 9.1(d) of the EGF Agreement, and, provided that Tarcanta Inc. and Tarcanta, Ltd. are
not in breach of paragraphs 4 and 5 herein, CIMAB will not have the right to terminate the EGF
Agreement pursuant to Section 12.4 of the EGF Agreement, during the period of [***] from the
execution of this letter, unless the parties agree in writing to extend the aforementioned
period.
 8.
    
    The parties acknowledge and agree that provided Tarcanta, Inc. and Tarcanta Ltd. perform in
accordance with Articles 4, and 5 herein, they will have no further obligations to make
payments to CIMAB under the EGF Agreement except as set forth in paragraphs 4 and 5 herein,
unless and until Tarcanta, Inc. and Tarcanta Ltd. have entered into a sublicense agreement as
contemplated in Section 2.2 of the EGF Agreement, in which case Tarcanta, Inc. or Tarcanta
Ltd. will make the applicable payments set forth in Article 5 of the EGF
 
 ***
    
    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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Agreement due in connection with the execution of such sublicense agreement and the development
and commercialization of the products pursuant to the EGF Agreement by the applicable
sublicensee. If neither a sublicense is entered, nor the EGF Agreement terminated, by June 13,
2007, the obligations to make payments set forth in Article 5 of the EGF Agreement will remain
in effect.9.
    
    CIMAB S.A. hereby withdraws any allegations of breach of contract by Tarcanta, Inc. and
Tarcanta Ltd., without prejudice to reassertion of same if Tarcanta fails to perform its
obligations herein. Without limiting the generality of the foregoing, CIMAB acknowledges and
agrees that by performing their obligations herein Tarcanta, Inc. and Tarcanta Ltd. will have
cured any potential breaches of the EGF Agreement alleged in letters from CIMAB on January 13,
2006 and April 21, 2006, and that Tarcanta, Inc. and Tarcanta Ltd. are licensees in good
standing and in full compliance with their obligations under the EGF Agreement. The previous
is without prejudice to CIMABs ability and right to put Tarcanta Inc. and Tarcanta, Ltd. on
notice of currently unknown or future breaches of the provisions herein or the EGF Agreement,
or to seek redress thereof, with such disputes to be governed by Article 14 of the EGF
Agreement.10.
    
    Tarcanta, Inc., and Tarcanta Ltd. specifically waive and withdraw any allegations of breach
of the EGF Agreement by CIMAB that are known to Tarcanta, Inc., Tarcanta, Ltd. or any of their
affiliates as of the date of this letter. The previous is without prejudice to their ability
and right to put CIMAB on notice of currently unknown or future breaches of the provisions of
this letter or the EGF Agreement, or to seek redress thereof, with such disputes to be
governed by Article 14 of the EGF Agreement.
  Sincerely,Tarcanta, Inc.
    
    Tarcanta Ltd.By: /s/ Christian Itin
    
    By: /s/ Christian ItinName: Christian Itin, Ph.D.
    
    Name: Christian Itin, Ph.D.Title: President and CEO
    
    Title: President and CEO




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CONFIDENTIALITY AGREEMENT
 Agreement Effective Date [Company Name] Micromet Party Parties
 RECITALS
    AGREEMENT
 1. Definitions
 a. Confidential Information
 b. Disclosing Party
 c. Receiving Party
 2. Purpose Purpose




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3. Confidentiality and Use Restrictions.
 a.
 b.
 4. Exceptions
 5. Authorized Disclosure provided, however, provided, further,
 6. Right to Disclose




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7. Term
 8. Assignment provided, however,
 9. Entire Agreement; Modification
 10. Dispute Resolution and Governing Law
 11.
 12.
 [COMPANY NAME]
    
    
    
    MICROMET, INC.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Jens Hennecke, Ph.D.Title:
    
    
    
    
    
    VP Business 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.




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Exhibit 10.48
 Tarcanta, Inc.2110 Rutherford RoadCarlsbad, CA 92008USA
 
  EGF Vaccine License, Development, Manufacturing and Supply Agreement by and between Tarcanta, Inc.,
Tarcanta Ltd., (together, Tarcanta), and CIMAB S.A. dated July 13, 2004 (the EGF Agreement)
 TGF-a / HER-1 Vaccine License, Development, Manufacturing and Supply Agreement by and between
Tarcanta, Inc., Tarcanta Ltd., (together, Tarcanta), CIMAB S.A. (CIMAB), YM Biosciences, Inc.
and CIMYM, Inc. dated July 13, 2004 (the TGF /HER-1 Agreement)
    Sincerely,Tarcanta, Inc.
    
    
    
    Tarcanta Ltd.By:
    
    /s/ Christian Itin
    
    
    
    By:
    
    /s/ Christian ItinName: Christian Itin, Ph.D.
    
    
    
    Name: Christian Itin, Ph.D.Title: President and CEO
    
    
    
    Title: President and CEOAcknowledged and agreed:CIMAB S.A.By:
    
    /s/ Noakis ArteagaName: Noakis Arteaga, MSCTitle: General ManagerDate: January 11th, 2006