Exhibit
10.5





Amended
and Restated Executive Employment Agreement




This
Amended and Restated Executive Employment Agreement (the “Agreement”) is effective as of
December 23, 2008 (the “Effective Date”), by and between Micromet, Inc. (hereinafter
the “Company”) and
Matthias Alder (hereinafter “Executive”).




Whereas,
the Company and Executive have entered into an executive employment agreement
effective as of July 1, 2006 (the “Original Employment
Agreement”);




Whereas,
the parties desire to amend and restate the Original Employment
Agreement;




Now,
therefore, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:




1.           Employment
by the Company




1.1          Position.  Subject
to terms set forth herein, the Company agrees to employ Executive in the
position of Senior Vice President, General Counsel and Secretary, and Executive
hereby accepts such employment.  During his employment with the
Company, Executive will devote his best efforts and substantially all of his
time and attention to the business of the Company, except as provided in Section
4 below and for vacation periods and reasonable periods of illness or other
incapacities in accordance with the Company’s general employment
policies.




1.2          Duties.  Executive
will serve in an executive capacity performing such duties as are normally
associated with his then current position and such duties as are assigned to him
from time to time, subject to the oversight and direction of the Chief Executive
Officer and the Company’s Board of Directors (the “Board”) or a committee
thereof.  Upon termination of this Agreement pursuant to Section 6, Executive agrees to resign from all functions which
he exercised or assumed on the basis of or in connection with Executive’s
employment by the Company, including as a director or officer of the Company or
its subsidiaries, subject to any applicable legal requirements regarding such
resignation.




1.3          Location.  Executive’s
primary office location will be at the Company’s US corporate offices, currently
in Bethesda, MD.  The Company reserves the right to reasonably require
Executive to perform his duties at places other than at his primary office
location from time to time, and to require reasonable business
travel.




1.4          Term. The term of this
Agreement will commence on the Effective Date, and will continue until
terminated by Executive or the Company in accordance with Section
6.




1.5          Policies and
Procedures.  The employment relationship between the parties
will also be subject to the Company’s personnel policies and procedures as they
may be interpreted, adopted, revised or deleted from time to time in the
Company’s sole discretion. If the terms of this Agreement differ from or are in
conflict with the Company’s personnel policies or procedures, this Agreement
will control.




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2.           Compensation




2.1           
Base
Salary.For services rendered hereunder by Executive pursuant
to this Agreement, Executive will receive an annualized base salary of three
hundred and ten thousand US dollars (US$310,000) as may be increased from time
to time by the compensation committee of the Board at its discretion (the “Base Salary”), payable in
accordance with the Company’s regular payroll schedule (but not less frequently
than monthly), less any payroll withholding and deductions in accordance with
applicable law and the Company’s general employment policies or
practices.




2.2          Bonus.  Executive
will participate in the Company’s Management Incentive Compensation Plan (the
“MICP”) adopted by the
Company from time to time or in such other bonus plan as the Board may approve
for the senior executive officers of the Company.  Except as otherwise
provided in this Agreement, Executive’s participation in and benefits under any
such plan will be on the terms and subject to the conditions specified in the
governing document of the particular plan.




2.3          Standard
Company Benefits.




(a)           Executive
will be eligible to participate on the same basis as similarly situated
employees in the Company’s benefit plans in effect from time to time during his
employment.  All matters of eligibility for coverage or benefits under
any benefit plan will be determined in accordance with the provisions of such
plan.  The Company reserves the right to change, alter, or terminate
any benefit plan in its sole discretion.




(b)           Executive
is entitled to annual paid time off (“PTO”) in accordance with the
Company’s standard policies and as otherwise provided for senior executive
officers, but in no event less than twenty (20) working days.  Working
days are all calendar days with the exception of Saturdays, Sundays and the
designated Company holidays.  Executive will coordinate the periods of
PTO reasonably in advance with the other executive officers of the Company, and
the timing of such PTO will be subject to the prior approval of the Chief
Executive Officer.




2.4          Insurance.The Company will
reimburse Executive for the cost of his life insurance and long term care
insurance in place as of the date of this Agreement, and long term disability
insurance concluded by the Executive after the Effective Date with the approval
of the Company, or corresponding insurance coverage by different insurers at
comparable or lesser cost. In addition, the Company will have the right to take
out life, health, accident, “key-man” or other insurance covering Executive, in
the name of the Company and at the Company’s expense and for the Company’s
benefit, in any amount deemed appropriate by the Company.  Executive
will assist the Company in obtaining such insurance, including, without
limitation, submitting to any required examinations and providing information
and data required by insurance companies.




2.5          Business
Expenses.  The Company will reimburse Executive for reasonable
Company-related travel, entertainment, professional licensing, continuing
education and other expenses reasonably incurred by Executive on behalf of the
Company pursuant to the Company’s expense reimbursement policy for its
employees.




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2.6          Equity
Compensation.




(a)           Initial Stock
Option.Executive acknowledges he was granted an option to
purchase up to 250,000 shares of Common Stock of the Company (the “Initial Stock
Option”).  The Initial Stock Option has an exercise price equal to the
Fair Market Value of the Company’s Common Stock as defined in the Micromet, Inc.
2003 Equity Incentive Award Plan (the “Plan”).  The Initial Stock
Option has been granted as an incentive stock option to the maximum extent
permitted by law, and otherwise as a non-qualified stock option.  The
Initial Stock Option is subject to the Plan and the Company’s standard form of
stock option agreement, which Executive has executed as a condition to this
grant.  The Initial Stock Option will vest over a four-year period,
with 25% of the shares subject to the Initial Stock Option vesting after 12
months of the date of the Original Employment Agreement, and 1/48 of the shares
subject to the options vesting on a monthly basis thereafter.




(b)           Participation in Future
Grants.In addition to the Initial Stock Option, Executive
will be eligible to participate in any equity or other employee benefit plan
that is generally available to senior executive officers of the
Company.  Except as otherwise provided in this Agreement, Executive’s
participation in and benefits under any such plans will be on the terms and
subject to the conditions specified in the governing document of the particular
plan.




(c)           Acceleration of
Vesting. The provisions concerning vesting pursuant to clauses (i),
(ii) and (iii) below will be cumulative, and are hereby deemed to be a part of
all stock options, including the Initial Stock Option, restricted stock and such
other awards granted pursuant to the Company’s stock option and equity incentive
award plans or agreements and any shares of stock issued upon exercise thereof,
(each a “Stock Award”)
and to supersede any less favorable provision in any agreement or plan regarding
such Stock Award.




(i)           If
Executive’s employment is terminated by the Company without Cause, by Executive
for Good Reason, or as a result of Executive’s death or Disability (all as
defined in Section 6 below), Executive’s outstanding unvested Stock Awards that
would have vested over the twelve (12) month period following the date of
termination had Executive remained continuously employed by the Company during
such period, will be automatically vested and exercisable on the date of
termination.  For purposes of this Section 6.2(c), the definition of
Cause, Good Reason and Disability in Section 6 of this Agreement supersedes any
such definitions in the Plan.




(ii)           On
the effective date of a Change of Control (as defined in the Plan), fifty
percent (50%) of Executive’s outstanding unvested Stock Awards will be
automatically vested and exercisable. The portion of any outstanding Stock Award
that remains unvested after the application of the accelerated vesting under
this Section will continue to vest on the same schedule, but the number of
shares vesting on each installment will be reduced on a pro rata basis to take
into account the accelerated vesting herein.




(iii)           If
this Agreement is terminated by the Company without Cause or by Executive for
Good Reason within six (6) months prior to or twenty-four (24) months following
a Change of Control, all of Executive’s outstanding unvested Stock Awards will
be automatically vested and exercisable on the later of the date of termination
or the Change of Control.  If any such unvested Stock Awards have been
terminated, the Company will make a cash payment to the Executive, no later than
ten (10) days after the effective date of the Change of Control, equal to the
economic value of the terminated Stock Award to Executive at the time of the
Change of Control (calculated for stock options as the difference between the
exercise price of the option and the fair market value of the shares underlying
the option at the time of the Change of Control, and for stock awards as the
fair market value of the shares at the time of the Change of Control less any
amounts paid to Executive for the repurchase of such shares).




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3.           D&O
Insurance and Indemnification




3.1          D&O
Insurance.The Company will obtain and maintain at the
Company’s expense during the term of this Agreement and for six (6) years
thereafter liability insurance for the directors and officers of the Company
(D&O insurance) in the amount of at least US$ 10 million for any acts or
omissions of Executive covered by the applicable insurance policy.




3.2          Indemnification.The
Company and Executive acknowledge that they have entered into a separate
indemnification agreement, and the Company will indemnify Executive in
accordance with the terms of such agreement.




4.           Outside
Activities During Employment




4.1          Exclusive
Employment.Executive will not  engage in any business
activity which, in the reasonable judgment of the Chief Executive Officer, is
likely to interfere with Executive’s ability to discharge his duties and
responsibilities to the Company.  Executive may engage in civic and
not-for-profit activities, and participate in industry associations so long as
such activities do not materially interfere with the performance of his duties
hereunder.  Executive agrees that he will not join any boards, other
than community and civic boards and boards of industry associations which do not
interfere with his duties to the Company, without the prior approval of theBoard.




4.2          No Adverse
Interests.  Except as permitted by Section 4.3, Executive
agrees not to acquire, assume or participate in, directly or indirectly, any
position, investment or interest known by him to be adverse or antagonistic to
the Company, its business or prospects, financial or otherwise, or engage in any
business that creates a conflict of interest with his duties of loyalty to the
Company.




4.3          Non-Competition during Term of
Agreement.  During the term of this Agreement, except on behalf
of the Company or as expressly authorized by the Board, Executive will not
directly or indirectly, whether as an officer, director, stockholder, partner,
proprietor, associate, representative, consultant, or in any capacity whatsoever
engage in, become financially interested in, be employed by or have any business
connection with any other person, corporation, firm, partnership or other entity
whatsoever which were known by him to compete directly with the Company,
throughout the world, in any line of business engaged in (or planned to be
engaged in) by the Company; provided, however, that
anything above to the contrary notwithstanding, he or his immediate family may
own, as a passive investor, securities of any competitor corporation, so long as
his direct holdings in any one such corporation will not in the aggregate
constitute more than one percent (1%) of the voting stock of such
corporation.




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5.           Proprietary
Information Obligations




As a
condition of employment, Executive agrees to execute and abide by the
Proprietary Information and Inventions Agreement attached hereto as Exhibit A, which
may be amended by the parties from time to time without regard to this
Agreement.  The Proprietary Information and Inventions Agreement
contains provisions that are intended by the parties to survive and that do
survive termination or expiration of this Agreement.




6.           Termination
Of Employment




The
parties acknowledge that Executive’s employment with the Company is terminable
at will.  The provisions of in this Section governing the amount of
compensation, if any, to be provided to Executive upon termination of employment
do not alter this at will status.




6.1          Termination
by the Company for Cause




(a)           The
Company may terminate this Agreement at any time for Cause by written notice to
Executive effective upon receipt.  “Cause” means that the Board of
Directors has determined in good faith that Executive has engaged in any of the
following: (i) a material breach of this Agreement or any other written
agreement between Executive and the Company; (ii) gross negligence or gross
misconduct in the performance of his duties; (iii) the commission of any act or
omission constituting dishonesty or fraud that is injurious to the Company or
any successor or affiliate thereof; (iv) any conviction of, or plea of “guilty”
or “no contest” to, a felony; (v) conduct by Executive which demonstrates gross
unfitness to serve; (vi) failure to attempt in good faith to implement a clear,
reasonable and legal directive of the Company’s Chief Executive Officer, the
Board or any Board committee; (vii) persistent and severe unsatisfactory
performance of job duties; or (viii) breach of a fiduciary duty.




(b)           If
the Company terminates this Agreement for Cause, the Company will pay Executive
(i) the Base Salary due Executive through the date of termination, and (ii) for
any accrued PTO not taken at the time of termination.  Executive will
not be entitled to receive any Severance Benefits (as defined in Section 6.2
below), unpaid bonuses or other compensation, except as set forth in Section
6.1(c) below.




(c)           If
the Company terminates this Agreement for Cause solely on the basis of Section
6.1(a)(vii) above, provided that Executive executes and does not revoke a
Release as provided in Section 7 and complies with Section 6.7(b), the Company
will pay Executive, in lieu of any other severance benefits, an amount equal to
three (3) months of Executive’s Base Salary on the date of
termination.  The payment due pursuant to this Section 6.1(c) will be
payable as a lump sum payment no later than the first business day following the
date on which Executive’s right to revoke any waiver and release of legal claims
has expired. In addition, Executive’s outstanding unvested Stock Awards that
would have vested over the three (3) month period following the date of
termination had Executive remained continuously employed by the Company during
such period, will be automatically vested and exercisable on the date of
termination.




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6.2          Termination
by the Company without Cause.




(a)           The
Company may terminate this Agreement at any time without Cause by written notice
to Executive effective upon receipt or on a later termination date agreed with
Executive.




(b)           If
the Company terminates Executive’s employment without Cause, the Company will
pay Executive (i) the Base Salary due Executive through the date of termination,
(ii) for any accrued PTO not taken at the time of termination, and (iii) any
other amounts to which Executive is entitled at the time of termination under
any bonus or compensation plan or practice of the Company; provided, however,that any
bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and
not this Section.




(c)           In
addition, and provided that Executive executes and does not revoke a Release as
provided in Section 7 and complies with Section 6.7(b), the Company will pay or
grant Executive, in lieu of any other severance benefits or any other
compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if
the Company has established any compensation plan or severance benefit that is
more favorable to Executive than any of the Severance Benefits, the Company will
pay to Executive such more favorable benefit in lieu of the corresponding
Severance Benefit set forth below:




(i)           An
amount equal to the Base Salary for a period of twelve (12) months from the date
of termination, less any payroll withholding and deductions due on such salary
in accordance with applicable law, payable as a lump sum payment no later than
the first business day following the date on which Executive’s right to revoke
any waiver and release of legal claims has expired;




(ii)           If,
at the time of termination of this Agreement, the Company has not yet paid to
the Executive a bonus under the MICP for the year preceding the year in which
this Agreement is terminated, the Executive will be eligible for such bonus on
the same basis as other executive level employees, and if other executive level
employees receive a bonus under the MICP for the preceding year, the Company
will pay Executive the bonus pursuant to the MICP; provided, however, that the
percentage of the Company’s achievement of corporate goals which is used in the
calculation of a portion of such bonus, will be the same as the percentage
established by the compensation committee of the Board for other executive level
employees; and provided
further that the percentage of Executive’s achievement of his personal
goals for the preceding year, which is used in the calculation of a portion of
such bonus, will not be less than the average of the percentages achieved in the
preceding three (3) years.




(iii)           A
Bonus for the year in which this Agreement is terminated prorated for the period
during such year Executive was employed prior to the date of termination (or the
full amount of the Bonus if Executive’s employment is terminated within six (6)
months prior to or twelve (12) months following a Change of Control), payable as
a lump sum payment no later than the first business day following the date on
which Executive’s right to revoke any waiver and release of legal claims has
expired; “Bonus” means
the average of the bonuses awarded to Executive for each of the three (3) fiscal
years prior to the date of termination, or such lesser number of years as may be
applicable if Executive has not been employed for three (3) full years on the
date of termination.  For purposes of determining Executive’s Bonus,
to the extent Executive received no bonus in a year in which other executives
received bonuses, such year will still be taken into account (using zero (0) as
the applicable bonus) in determining Executive’s Bonus, but if Executive did not
receive a bonus for a year in which no executive received a bonus, such year
will not be taken into account and if any portion of the bonuses awarded to
Executive consisted of securities or other property, the fair market value
thereof will be determined in good faith by the Board;




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(iv)           Acceleration
of vesting of Stock Awards pursuant to the applicable subsection of Section
2.6(c);




(v)           During
the period beginning on the first business day following the date on which
Executive’s right to revoke any waiver and release of legal claims has expired
and ending on the earlier of the date (1) which is twelve (12) months following
the date of termination or (2) on which Executive has accepted a full time
position, executive-level outplacement services at the Company’s expense, not to
exceed US$15,000, by a firm selected by Executive from a list compiled by the
Company;




(vi)           Provided
the Executive is participating the Company’s health insurance plan on the
termination date, for the period beginning on the date of termination and ending
on the date which is twelve (12) full months following the date of termination
(or, if earlier, the date on which the applicable continuation period under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or applicable state
continuation coverage law expires), reimburse Executive (1) for the costs
associated with continuation coverage pursuant to COBRA or applicable state
continuation coverage laws, for Executive and his eligible dependents who were
covered under the Company’s health insurance plans as of the date of the
termination of this Agreement (provided that Executive will be solely
responsible for all matters relating to his continuation of coverage pursuant to
COBRA or any corresponding state law, including, without limitation, his
election of such coverage and his timely payment of premiums), or (2) if
Executive is participating the Company’s health insurance plans on the
termination date and is not eligible for continuation coverage pursuant to
either COBRA or any corresponding state law, for the premiums for conversion
coverage if available, otherwise for the  premiums of any health
insurance with coverage comparable to that under the Company’s health insurance
plans for Executive and his eligible dependents who were covered under the
Company’s health insurance plans as of the date of the termination of this
Agreement in either case up to a maximum of 2 times the premium paid by the
Company on the Executive’s behalf under the Company’s plan; and




(vii)           For
the period beginning on the date of termination and ending on the date which is
twelve (12) full months following the date of termination, pay to Executive the
amount of any lifeinsurance premiums it
was paying prior to the date of the termination of this Agreement.




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(d)           The
Company will have the right to withhold further payments of unpaid Severance
Benefits upon its notice to Executive of the Board’s good faith reasonable
belief, and the basis for the reasonable belief, that Executive has breached any
of his post-termination obligations to the Company under applicable laws and as
defined in this Agreement and the PIIA.




6.3          Termination
by Executive for Good Reason.




(a)           If
Executive has not previously received a notice of termination from the Company,
Executive may terminate this Agreement at any time for Good Reason by written
notice to the Company as provided below.  “Good Reason” means: (i) any
material diminution of Executive’s authority, duties or responsibilities; (ii)
any reduction by the Company in Executive’s Base Salary; (iii) a relocation of
Executive’s place of employment to a location in excess of 50 miles from the
Company’s current offices in Bethesda, MD; (iv) any material breach of this
Agreement by the Company; (v) any failure to pay Executive the earned bonus for
any period under the MICP or any other bonus or incentive plan adopted by the
Company, if a majority of other officers of the Company or any successor or
affiliate have been paid bonuses for such period under such plan, which, for
purposes of this provision, will be a material breach of this Agreement; or (vi)
any failure by the Company to obtain the assumption of this Agreement by any
successor or assign of the Company which, for purposes of this provision, will
be a material breach of this Agreement. Notwithstanding the foregoing, any
actions taken by the Company to accommodate a disability of Executive or
pursuant to the Family and Medical Leave Act or an applicable state leave law
will not be a Good Reason for purposes of this Agreement; provided, however, that it
will only be deemed Good Reason if (i) the Company is given written notice from
Executive within ninety (90) days following the first occurrence of a condition
that Executive considers to constitute Good Reason describing the condition and
the Company fails to remedy such condition within thirty (30) days following
such written notice, and (ii) Executive resigns from employment effective on a
date that is within ninety (90) days following the end of the period within
which the Company was entitled to remedy the condition constituting Good Reason
but failed to do so.




(b)           If
Executive terminates this Agreement for Good Reason, the Company will pay
Executive (i) the Base Salary due Executive through the date of termination,
(ii) for any accrued PTO not taken at the time of the receipt of the notice of
termination, and (iii) any other amounts to which Executive is entitled at the
time of termination under any bonus or compensation plan or practice of the
Companyprovided, however,that any bonus payments under the MICP will be governed by Section
6.2(c)(ii) and not this Section.




(c)           In
addition, provided that Executive executes and does not revoke a Release as
provided in Section 7 and complies with Section 6.7(b), the Company will pay or
grant Executive, in lieu of any other severance benefits or any other
compensation, the Severance Benefits set forth in Section 6.2(c).




(d)           The
Company will have the right to withhold further payments of unpaid Severance
Benefits upon its notice to Executive of the Board’s good faith reasonable
belief, and the basis for the reasonable belief, that Executive has breached any
of his post-termination obligations to the Company under applicable laws and as
defined in this Agreement and the PIIA.




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6.4          Termination
by Executive Without Good Reason.




(a)           Executive
may terminate this Agreement at any time without Good Reason effective thirty
(30) days after written notice to the Company or on such other termination date
agreed with the Company.




(b)           If
Executive terminates this Agreement without Good Reason, the Company will pay
Executive (i) the Base Salary due Executive through the date of termination,
(ii) for any accrued PTO not taken at the time of the receipt of the notice of
termination, and (iii) any other amounts to which Executive is entitled under
any bonus or compensation plan or practice of the Company at the time of
termination.  Executive will not be entitled to receive any Severance
Benefits.




6.5           Termination
for Death.




(a)           This
Agreement will terminate immediately upon Executive’s death.




(b)           Upon
termination of this Agreement due to Executive’s death, the Company will pay to
any beneficiaries designated by Executive in writing in Exhibit C, or in the
absence of such designation, to Executive’s estate, (each a “Death Benefits Recipient”) (i)
the Base Salary due Executive through the date of termination, (ii) for any
accrued PTO not taken by the Executive at the time of termination, and (iii) any
other amounts to which Executive was entitled at the time of termination under
any bonus or compensation plan or practice of the Company, provided, however,that any
bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not
this Section;




(c)           In
addition, the Company will pay the Death Benefits Recipient(s), in lieu of
any other severance benefits or any other compensation, the Severance Benefits
set forth in Section 6.2(c)(i) - (iv); provided thatif the Company
provides the Executive with life insurance coverage which is at least two (2)
times the Executive’s Base Salary, then the payment of such life insurance to
the beneficiaries designated in the insurance policy will replace the Company’s
obligation to pay the Death Benefits Recipient(s) the Severance Benefits set
forth in Section 6.2(c)(i) – (iii).




(d)           In
addition, provided the Executive’s dependents are participating in the Company’s
health insurance plan at the time of his death, for the period beginning on the
date of death and ending on the date which is twelve (12) full months following
the date of death (or, if earlier, the date on which the applicable continuation
period under COBRA or applicable state coverage continuation coverage laws
expires), the Company will reimburse Executive’s eligible dependents (1) for the
costs associated with continuation coverage for such eligible dependents
pursuant to COBRA or any corresponding state law) (provided that Executive’s
dependents will be solely responsible for all matters relating to such
continuation of coverage pursuant to COBRA or any corresponding state law,
including, without limitation, election of such coverage and the timely payment
of premiums), or (2) if Executive’s dependents are participating the Company’s
health insurance plans on the termination date and are not eligible for
continuation coverage pursuant to either COBRA or any corresponding state law,
for the premiums for conversion coverage if available, otherwise for
the  premiums of any health insurance with coverage comparable to that
under the Company’s health insurance plans for Executive and his eligible
dependents who were covered under the Company’s health insurance plans as of the
date of the termination of this Agreement in either case up to a maximum of 2
times the premium paid by the Company on the Executive’s behalf under the
Company’s plan ; and




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(e)           Executive
may change any beneficiary designated in Exhibit C by written
notice to the Company.







6.6           Termination
for Disability.




(a)           The
Company may terminate this Agreement for Executive’s Disability by written
notice to Executive effective upon receipt or per a termination date agreed with
Executive. “Disability”
will be deemed to have occurred if Executive was physically or mentally
incapacitated or disabled or otherwise unable fully to discharge his duties
hereunder for (i) a period in excess of ninety (90) consecutive days, or (ii) a
period in excess of one hundred twenty (120) days in the aggregate in any
consecutive one hundred eighty (180) day period. This definition will be
interpreted and applied consistent with the Americans with Disabilities Act, the
Family and Medical Leave Act and other applicable law.  The existence
of Executive’s Disability will be determined by the Company on the advice of a
physician chosen by the Company and either the Executive or, in the event of
mental disability, Executive’s Death Benefits Recipients.  The Company
reserves the right to have Executive examined by such physician at the Company’s
expense.




(b)           If
the Company terminates this Agreement for Executive’s Disability, the Company
will pay Executive (i) the Base Salary due Executive through the date of
termination, (ii) for any accrued PTO not taken at the time of termination, and
(iii) any other amounts to which Executive is entitled at the time of
termination under any bonus or compensation plan or practice of the Companyprovided, however,that any
bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not
this Section.




(c)           In
addition, provided that Executive executes and does not revoke a Release as
provided in Section 7 and complies with Section 6.7(b), the Company will pay or
grant Executive, in lieu of any other severance benefits or any other
compensation, the Severance Benefits set forth in Section 6.2(c) (i)-(iv), (vi)
and (vii); provided thatif the Company provides the Executive with long term disability insurance
coverage at not less than 80% of his Base Salary with eligibility for coverage
to the age of 65, then the payment pursuant to such insurance will replace the
Company’s obligation to pay the Severance Benefits set forth in Section
6.1(c)(i) – (iii).  At Executive’s election he may pay the premium for
this long term disability coverage.




(d)           The
Company will have the right to withhold further payments of unpaid Severance
Benefits upon its notice to Executive of the Board’s good faith reasonable
belief, and the basis for the reasonable belief, that Executive has breached any
of his post-termination obligations to the Company under applicable laws and as
defined in this Agreement and the PIIA.




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6.7           Cooperation
Obligations.




(a)           Transition
Activities.  After delivery or receipt by Executive of any
notice of termination, and for a reasonable period following any termination of
this Agreement (to include any period for which Executive has been provided Base
Salary as a severance benefit), Executive will fully cooperate with the Company
in all matters relating to the winding up of Executive’s pending work and the
orderly transfer of any such pending work to such other employees as may be
designated by the Company.




(b)           Return of the Company’s
Property.  If the Company has delivered or received a notice of
termination of this Agreement, the Company will have the right, at its option,
to require Executive to vacate his offices and to cease all activities on the
Company’s behalf prior to the effective date of termination.  Upon the
termination of this Agreement, as a condition to Executive’s receipt of any
post-termination benefits described in this Agreement, Executive will
immediately surrender to the Company all lists, books and records of, or in
connection with, the Company’s business, and all other tangible and intangible
property belonging to the Company, it being distinctly understood that all such
lists, books and records, and other property, are the property of the
Company.  Executive will deliver to the Company a signed statement
certifying compliance with this Section 6.7 prior to the receipt of any
post-termination benefits described in this Agreement




(c)           Litigation.  After
the termination of this Agreement, Executive will cooperate with the Company in
responding to the reasonable requests of the Company’s Chairman of the Board,
CEO or General Counsel, in connection with any and all existing or future
litigation, arbitrations, mediations or investigations brought by or against the
Company, or its or their respective affiliates, agents, officers, directors or
employees, whether administrative, civil or criminal in nature, in which the
Company reasonably deems Executive’s cooperation necessary or
desirable.  In such matters, Executive agrees to provide the Company
with reasonable advice, assistance and information, including offering and
explaining evidence, providing sworn statements, and participating in discovery
and trial preparation and testimony.  Executive also agrees to
promptly send the Company copies of all correspondence (for example, but not
limited to, subpoenas) received by Executive in connection with any such legal
proceedings, unless Executive is expressly prohibited by law from so doing.




(d)           Expenses and
Fees.The Company will reimburse Executive for reasonable
out-of-pocket expenses incurred by Executive as a result of his cooperation with
the obligations described in this Section 6.7, within thirty (30) days of the
presentation of appropriate documentation thereof, in accordance with the
Company’s standard reimbursement policies and procedures.  Except as
provided in the preceding sentence, Executive will not be entitled to any
compensation for activities performed pursuant to this Section 6.7 during the
period for which Executive has been provided Base Salary as a severance benefit.
Thereafter, the Company will pay Executive a compensation for activities
performed pursuant to this Section 6.7 based on an hourly rate of 160th of
Executive’s monthly Base Salary immediately preceding the termination of
employment (the “Fees”).  In
performing obligations under this Section 6.7  following termination
of this Agreement, Executive agrees and acknowledges that he will be serving as
an independent contractor, not as a Company employee, and he will be entirely
responsible for the payment of all income taxes and any other taxes due and
owing as a result of the payment of Fees, will not be eligible to participate in
any Company benefit plans while performing such services.




11


7.            
Release




As a
condition precedent to receipt of any Severance Benefits, Executive will provide
the Company with an executed and effective general release substantially in the
form attached hereto as Exhibit B (the
“Release”), or a release
in such other form as the parties may agree upon at the time.  Such
Release must be executed and delivered to the Company by no later than
forty-five (45) days after the date of Executive’s termination from employment,
and Executive shall not be entitled to any Severance Benefits if he delivers the
Release after that time.




8.            
Non-Competition




Executive
will not, for a period of twelve (12) months from the termination of this
Agreement, for Executive’s own account, or as owner, manager, officer,
shareholder, consultant, director, representative or employee of a company,
participate in the research or development of (i) antibodies against the EpCAM
target molecule, or (ii) BiTE antibodies or active agents which trigger the same
mechanism as BiTE antibodies (collectively, the “Non-Compete
Field”).  The Board may, in its discretion, reduce the scope of
the Non-Compete Field.




9.            
Non-Solicitation




While
employed by the Company, and for a period of six (6) months from the termination
of this Agreement, Executive will not interfere with the business of the Company
by (a) soliciting, attempting to solicit, inducing, or otherwise causing any
employee of the Company to terminate employment in order to become an employee,
consultant or independent contractor to or for any other person or entity; or
(b) directly or indirectly causing any third party that provides services to the
Company to terminate, diminish, or materially alter in a manner harmful to the
Company its relationship with the Company.




10.         
General Provisions




10.1        Notices.  Any
notices provided hereunder must be in writing and will be deemed effective upon
the earlier of personal delivery or receipt if delivered by mail or courier
service, to the Company at its primary office location and to Executive at his
address as listed on the Company payroll or Executive’s then current place of
abode.




10.2        Confidentiality.  Unless
publicly disclosed by the Company, Executive will hold the provisions of this
Agreement in strictest confidence and will not publicize or disclose this
Agreement in any manner whatsoever; provided, however,
that Executive may disclose this Agreement: (a) to Executive’s immediate
family; (b) in confidence to his attorneys, accountants, auditors, tax
preparers, and financial advisors; (c) insofar as such disclosure may be
necessary to enforce its terms or as otherwise permitted or required by
law.  In particular, and without limitation, Executive agrees not to
disclose the terms of this Agreement to any current or former employee of the
Company.




12


10.3        Reasonableness of
Restrictions.  Executive acknowledges and agrees that (a) he
has read this Agreement in its entirety and understands it, (b) the limitations
imposed in this Agreement do not prevent him from earning a living or pursuing
his career following the termination of this Agreement, and (c) the restrictions
contained in this Agreement are reasonable, proper, and necessitated by the
Company’s legitimate business interests.  Executive represents and
agrees that he is entering into this Agreement freely and with knowledge of its
contents with the intent to be bound by the Agreement and the restrictions
contained in it.




10.4        Arbitration and
Remedies.The parties recognize that litigation in federal or
state courts or before federal or state administrative agencies of disputes
arising out of Executive’s employment with the Company or out of this Agreement,
or Executive’s termination of employment or termination of this Agreement, may
not be in the best interests of either Executive or the Company, and may result
in unnecessary costs, delays, complexities, and uncertainty.  The
parties agree that any dispute between the parties arising out of or relating to
the negotiation, execution, performance or termination of this Agreement or
Executive’s employment, including, but not limited to, any claim arising out of
this Agreement, claims under Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act
of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil
Rights Act of 1966, as amended, the Family Medical Leave Act, Executive
Retirement Income Security Act, and any similar federal, state or local law,
statute, regulation, or any common law doctrine, whether that dispute arises
during or after employment, but excluding claims under or relating to Section
4.3, 6.7(b), 8 or 9 of this Agreement or relating to any separate agreements
between the parties (including the Proprietary Information and Inventions
Agreement) which do not specify arbitration as the exclusive remedy and which
may be pursued in any court of applicable jurisdiction (such claims, the “Excluded Claims”), will be
settled by binding arbitration in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association by a
single arbitrator selected in accordance with said rules; provided however,that as it
may be impossible to assess the damages caused by violation of this Agreement or
any of its terms,  the parties agree upon the threatened or actual
violation of this Agreement or any of its terms the aggrieved party will have
the right to obtain injunctive relief from a court, without bond and without
prejudice to any other rights and remedies for a breach or threatened breach of
this Agreement.The
location for the arbitration will be the Washington, D.C. metropolitan
area.  Any award made by such panel will be final, binding and
conclusive on the parties for all purposes, and judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof. The
arbitrators’ fees and expenses and all administrative fees and expenses
associated with the filing of the arbitration will be borne by the Company;
provided however, that at Executive’s
option, Executive may voluntarily pay up to one-half the costs and fees. The
parties acknowledge and agree that their obligations to arbitrate under this
Section survive the termination of this Agreement and continue after the
termination of the employment relationship between Executive and the Company.
The parties each further agree that the arbitration provisions of this Agreement
will provide each party with its exclusive remedy, and each
party expressly waives any right it might have to seek redress in any other
forum, except as otherwise expressly provided in this Agreement.  By
election arbitration as the means for final settlement of all claims (other than
the Excluded Claims), the
parties hereby waive their respective rights to, and agree not to, sue each
other in any action in a Federal, State or local court with respect to such
claims, but may seek to enforce in court an arbitration award rendered pursuant
to this Agreement.  The parties specifically agree to waive their
respective rights to a trial by jury, and further agree that no demand, request
or motion will be made for trial by jury.




13


10.5 Surviving
Clauses. 3 ,
5, 6 , 7 , 8 , 9




10.6        Severability.  In
the event that a court finds this Agreement, or any of its restrictions, to be
ambiguous, unenforceable, or invalid, the parties agree that the court will read
the Agreement as a whole and interpret the restriction(s) at issue to be
enforceable and valid to the maximum extent allowed by law.  If the
court declines to enforce this Agreement in the manner provided in this Section
10.6, Executive and the Company agree that this Agreement will be automatically
modified to provide the Company with the maximum protection of its business
interests allowed by law and Executive agrees to be bound by this Agreement as
modified.  In case any one or more of the provisions, subsections, or
sentences contained in this Agreement will, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect the other provisions of this Agreement, and
this Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.




10.7        Waiver.  If either
party should waive any breach of any provisions of this Agreement or fail to
enforce performance by the other party, he or it will not thereby be deemed to
have waived any preceding or succeeding breach or performance of the same or any
other provision of this Agreement.  Any such waiver will be effective
only if made in writing and signed by the Party waiving such breach or
performance.




10.8        Complete Agreement;
Amendment.  This Agreement and its Exhibits, constitute the
entire agreement between Executive and the Company and it is the complete,
final, and exclusive embodiment of their agreement with regard to this subject
matter.  This Agreement replaces all previous agreements regarding the
service relationship of Executive with the Company. It is entered into without
reliance on any promise or representation other than those expressly contained
herein.  This Agreement cannot be modified or amended except in a
writing signed by an authorized representative of the Company and
Executive.




10.9        Counterparts.  This
Agreement may be executed in separate counterparts, any one of which need not
contain signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.




10.10     Assignment;
Assumption by Successor; Non-transferability of Interest.




(a)           The
Company may assign this Agreement, without the consent of Executive, to any
business entity which at any time, whether by purchase, merger or otherwise,
directly or indirectly, acquires all or substantially all of the assets or
business of the Company.  The Company will require any successor
(whether direct or indirect, by purchase, merger or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and to agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place; provided,
however, that no such assumption will relieve the Company of its
obligations hereunder.  As used in this Agreement, the “Company” will
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law or otherwise.




14


(b)           None
of the rights of Executive to receive any form of compensation payable pursuant
to this Agreement will be assignable or transferable except through a
testamentary disposition or by the laws of descent and distribution upon the
death of Executive.  Any attempted assignment, transfer, conveyance,
or other disposition (other than as aforesaid) of any interest in the rights of
Executive to receive any form of compensation to be made by the Company pursuant
to this Agreement will be void.




10.11     Headings.  The
headings of the sections hereof are inserted for convenience only and will not
be deemed to constitute a part hereof nor to affect the meaning
thereof.




10.12     Construction.  The
language in all parts of this Agreement will in all cases be construed simply,
according to its fair meaning, and not strictly for or against any of the
parties hereto.  Without limitation, there will be no presumption
against any party on the ground that such party was responsible for drafting
this Agreement or any part thereof.




10.13     Choice of Law.  All
questions concerning the construction, validity, interpretation of this
Agreement will be governed by the laws of the State of Maryland as applicable to
contracts made and wholly performed within the State of Maryland by residents of
that State.




10.14     Application of Section
409A.




(a)           Notwithstanding
anything to the contrary set forth herein, any payments and benefits provided
under this Agreement that constitute “deferred compensation” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations and other guidance thereunder and any state law of similar effect
(collectively “Section
409A”) shall not commence in connection with Executive’s termination of
employment unless and until the Executive has also incurred a “separation from
service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)
(“Separation From
Service”), unless the Company reasonably determines that such amounts may
be provided to Executive without causing him to incur the additional 20% tax
under Section 409A.




(b)           If
the Company (or, if applicable, the successor entity thereto) determines that
any severance payments constitute “deferred compensation” under Section 409A and
Executive is, on the termination of service, a “specified employee” of the
Company or any successor entity thereto, as such term is defined in Section
409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the
incurrence of the adverse personal tax consequences under Section 409A, the
timing of the severance payments shall be delayed until the earlier to occur of:
(i) the date that is six months and one day after Executive’s Separation From
Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment
Date”).  On the Specified Employee Initial Payment Date, the
Company (or the successor entity thereto, as applicable) shall (A) pay to
Executive a lump sum amount equal to the sum of the severance payments that
Executive would otherwise have received through the Specified Employee Initial
Payment Date if the commencement of the severance payments had not been so
delayed pursuant to this Section and (B) commence paying the balance of the
severance pay in accordance with the applicable payment schedules set forth in
this Agreement.




15


(c)           To
the extent that any cash payment for which the Company or its successor may
become obligated to pay under Section 2.6(c)(iii) above is deferred compensation
for purposes of Section 409A, then the definition of Change of Control for
purposes of triggering a payment to Executive under that provision shall be
limited to those events that constitute “change in control events” as specified
in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the
additional 20% tax under section 409A.




(d)           The
Company’s obligations to make any reimbursements or provide in-kind benefits to
Executive shall be subject to the following restrictions: (a) Executive must
provide documentation of any reimbursable expenses in accordance with the
Company’s then existing policies and procedures, (b) the expenses paid or
reimbursed by the Company in one calendar year shall not affect the expenses
paid or reimbursed in another calendar year, and (c) the reimbursement for any
expenses shall be made within a reasonable period of time following the date on
which the Company receives written documentation of the expense, provided that
all expenses will be reimbursed on or before the last day of the calendar year
following the calendar year in which the expense was incurred.




In Witness
Whereof, the parties have executed this Agreement on the day and year
first above written.




Micromet,
Inc.














/s/ CHRISTIAN ITIN




Name:
Christian Itin




Title:
President and CEO














/s/ MATTHIAS ALDER




Matthias
Alder




16


Exhibit
A




Micromet,
Inc.




EMPLOYEE
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT





In
consideration of my employment or continued employment by Micromet, Inc., its
subsidiaries, parents, affiliates, successors and assigns (together, the “Company”) and the compensation
now and hereafter paid to me, I hereby enter into this Proprietary Information
and Inventions Agreement (the “Agreement”) and agree as
follows:





2.           Nondisclosure.




(a)           Recognition of the Company's Rights;
Nondisclosure.  I understand and acknowledge that my employment
by the Company creates a relationship of confidence and trust with respect to
the Company’s Proprietary Information (defined below) and that the Company has a
protectable interest therein.  At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use,
lecture upon or publish any of the Company's Proprietary Information, except as
such disclosure, use or publication may be required in connection with my work
for the Company, or unless an officer of the Company expressly authorizes such
in writing.  I will obtain the Company's written approval before
publishing or submitting for publication any material (written, verbal, or
otherwise) that relates to my work at the Company and/or incorporates any
Proprietary Information.  I hereby assign to the Company any rights I
may have or acquire in such Proprietary Information and recognize that all
Proprietary Information will be the sole property of the Company and its
assigns.  I will take all reasonable precautions to prevent the
inadvertent or accidental disclosure of Proprietary Information.




(b)           Proprietary
Information.  The term “Proprietary Information” will
mean any and all confidential and/or proprietary knowledge, data or information
of the Company, its affiliates, parents and subsidiaries, whether having
existed, now existing, or to be developed during my employment.  By
way of illustration but not limitation, “Proprietary Information”
includes (a)  the identity, structure, chemical formula and composition of
any materials in research or development by the Company; procedures and
formulations for producing or manufacturing any such materials; all information
relating to preclinical and clinical studies and the results thereof; regulatory
documentation and/or submissions and information relating to the regulatory
status of any such materials; any data, reports, analyses, techniques,
processes, technical information, ideas, know-how, trade secrets, patents,
patent applications or inventions and any other proprietary technology and all
Proprietary Rights therein (hereinafter collectively referred to as “Inventions”);
(b) information regarding research, development, ongoing or potential
projects, grants, grant proposals, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and costs,
margins, discounts, credit terms, pricing and billing policies, quoting
procedures, methods of obtaining business, forecasts, future plans and potential
strategies, financial projections and business strategies, operational plans,
financing and capital-raising plans, activities and agreements, internal
services and operational manuals,  methods of conducting Company
business, suppliers and supplier information, and purchasing; (c) information
regarding customers and potential customers of the Company, including customer
lists, names, representatives, their needs or desires with respect to the types
of products or services offered by the Company, proposals, bids, contracts and
their contents and parties, the type and quantity of products and services
provided or sought to be provided to customers and potential customers of the
Company and other non-public information relating to customers and potential
customers; (d) information regarding any of the Company’s business partners and
their services, including names; representatives, proposals, bids, contracts and
their contents and parties, the type and quantity of products and services
received by the Company, and other non-public information relating to business
partners; (e) information regarding personnel, employee lists, compensation,
and  employee skills; and (f) any other non-public information which a
competitor of the Company could use to the competitive disadvantage of the
Company.  Notwithstanding the foregoing, it is understood that, at all
such times, I am free to use information which is generally known in the trade
or industry through no breach of this agreement or other act or omission by me,
and I am free to discuss the terms and conditions of my employment with others
to the extent permitted by law.




(c)           Third Party
Information.  I understand, in addition, that the Company has
received and in the future will receive from third parties their confidential
and/or proprietary knowledge, data, or information (“Third Party
Information”).  During my employment and thereafter, I will
hold Third Party Information in the strictest confidence and will not disclose
to anyone (other than the Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with my
work for the Company, Third Party Information unless expressly authorized by an
officer of the Company in writing.




A-1


(d)           Term of Nondisclosure
Restrictions.  I understand that Proprietary Information and
Third Party Information is never to be used or disclosed by me, as provided in
this Section 1.  If, however, a court decides that this Section 1 or
any of its provisions is unenforceable for lack of reasonable temporal
limitation and the Agreement or its restriction(s) cannot otherwise be enforced,
I agree and the Company agrees that the two (2) year period after the date my
employment ends will be the temporal limitation relevant to the contested
restriction, provided, however, that this sentence will not apply to trade
secrets protected without temporal limitation under applicable law.




(e)           No Improper Use of Information of
Prior Employers and Others.  During my employment by the
Company I will not improperly use or disclose any confidential information or
trade secrets, if any, of any former employer or any other person to whom I have
an obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of confidentiality
unless consented to in writing by that former employer or
person.




3.            
Assignment of Inventions.




(a)           Proprietary
Rights.  The term “Proprietary Rights” will mean
all trade secrets, patents, copyrights, trade marks, mask works and other
intellectual property rights throughout the world.




(b)           Prior
Inventions.  Inventions, if any, patented or unpatented, which
I made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement.  To preclude any possible
uncertainty, I have set forth on Exhibit A(Previous
Inventions) attached hereto a complete list of all Inventions that I have, alone
or jointly with others, conceived, developed or reduced to practice or caused to
be conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties, and that I wish to have excluded from the scope of this
Agreement (collectively referred to as “Prior
Inventions”).  If disclosure of any such Prior Invention would
cause me to violate any prior confidentiality agreement, I understand that I am
not to list such Prior Inventions in Exhibit A but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit A for such
purpose.  If no such disclosure is attached, I represent that there
are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and will have a nonexclusive,
royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights
to sublicense through multiple tiers of sublicensees) to make, have made,
modify, make derivative works of, publicly perform, publicly perform, use, sell,
import, and exercise any and all present and future rights in such Prior
Invention.  Notwithstanding the foregoing, I agree that I will not
incorporate, or permit to be incorporated, Prior Inventions in any Company
Inventions without the Company's prior written consent.




(c)           Assignment of
Inventions.  Subject to Subsections 2.4 and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and to
any and all Inventions (and all Proprietary Rights with respect thereto) whether
or not patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the
Company.  Inventions assigned to the Company, or to a third party as
directed by the Company pursuant to this Section 2, are hereinafter referred to
as “Company
Inventions.”




(d)           Unassigned or Nonassignable
Inventions.  I recognize that this Agreement will not be deemed
to require assignment of any Invention that I developed entirely on my own time
without using the Company’s equipment, supplies, facilities, trade secrets, or
Proprietary Information, except for those Inventions that either (i) relate to
the Company’s actual or anticipated business, research or development, or (ii)
result from or are connected with work performed by me for the
Company.  In addition, this Agreement does not apply to any Invention
which qualifies fully for protection from assignment to the Company under any
specifically applicable state law, regulation, rule, or public policy (“Specific Inventions
Law”).




A-2


(e)           Obligation to Keep Company
Informed.  During the period of my employment and for six (6)
months after termination of my employment with the Company, I will promptly
disclose to the Company fully and in writing all Inventions authored, conceived
or reduced to practice by me, either alone or jointly with others.  In
addition, I will promptly disclose to the Company all patent applications filed
by me or on my behalf within a year after termination of
employment.  At the time of each such disclosure, I will advise the
Company in writing of any Inventions that I believe fully qualify for protection
under the provisions of a Specific Inventions Law; and I will at that time
provide to the Company in writing all evidence necessary to substantiate that
belief.  The Company will keep in confidence and will not use for any
purpose or disclose to third parties without my consent any confidential
information disclosed in writing to the Company pursuant to this Agreement
relating to Inventions that qualify fully for protection under a Specific
Inventions Law.  I will preserve the confidentiality of any Invention
that does not fully qualify for protection under a Specific Inventions
Law.




(f)           Government or Third
Party.  I also agree to assign all my right, title and interest
in and to any particular the Company Invention to a third party, including
without limitation the United States, as directed by the Company.




(g)           Works for Hire.  I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101).




(h)           Enforcement of Proprietary
Rights.  I will assist the Company in every proper way to
obtain, and from time to time enforce, United States and foreign Proprietary
Rights relating to the Company Inventions in any and all
countries.  To that end I will execute, verify and deliver such
documents and perform such other acts (including appearances as a witness) as
the Company may reasonably request for use in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the
assignment thereof.  In addition, I will execute, verify and deliver
assignments of such Proprietary Rights to the Company or its
designee.  My obligation to assist the Company with respect to
Proprietary Rights relating to such the Company Inventions in any and all
countries will continue beyond the termination of my employment, but the Company
will compensate me at a reasonable rate after my termination for the time
actually spent by me at the Company's request on such assistance.




In the
event the Company is unable for any reason, after reasonable effort, to secure
my signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me.  I hereby waive and
quitclaim to the Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.




4.            Records.I agree to keep and
maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that may be required by the Company) of all Proprietary
Information developed by me and all Inventions made by me during the period of
my employment at the Company, which records will be available to and remain the
sole property of the Company at all times.




5.           
Duty
Of Loyalty During Employment. I agree that during the period of my
employment by the Company I will not, without the Company's express written
consent, directly or indirectly engage in any employment or business activity
which is directly or indirectly competitive with, or would otherwise conflict
with, my employment by the Company.




6.           
Reasonableness
Of Restrictions.




(a)           I
agree that I have read this entire Agreement and understand it.  I
agree that this Agreement does not prevent me from earning a living or pursuing
my career.  I agree that the restrictions contained in this Agreement
are reasonable, proper, and necessitated by the Company’s legitimate business
interests.  I represent and agree that I am entering into this
Agreement freely and with knowledge of its contents with the intent to be bound
by the Agreement and the restrictions contained in it.




A-3


(b)           In
the event that a court finds this Agreement, or any of its restrictions, to be
ambiguous, unenforceable, or invalid, I and the Company agree that the court
will read the Agreement as a whole and interpret the restriction(s) at issue to
be enforceable and valid to the maximum extent allowed by law.




(c)           If
the court declines to enforce this Agreement in the manner provided in
subsection(b),I and the Company agree that this Agreement will be automatically
modified to provide the Company with the maximum protection of its business
interests allowed by law and I agree to be bound by this Agreement as
modified.




7.           
No
Conflicting Agreement or Obligation.  I represent that my
performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement to keep in confidence information
acquired by me in confidence or in trust prior to my employment by the
Company.  I have not entered into, and I agree I will not enter into,
any agreement either written or oral in conflict herewith.




8.          
 Return of
the Company Property.  When I leave the employ of the Company,
I will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party Information or Proprietary Information of the Company.  I
further agree that any property situated on the Company's premises and owned by
the Company, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by the Company personnel at any time with
or without notice.  Prior to leaving, I will cooperate with the
Company in completing and signing the Company's termination statement if
requested to do so by the Company.




9.        
   Notices.  Any
notices required or permitted hereunder will be given to the appropriate party
at the address specified below or at such other address as the party will
specify in writing.  Such notice will be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing.




10.           Notification
of New Employer.  In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.




11.          General
Provisions




(a)           Governing Law.  All
questions concerning the construction, validity, interpretation of this
Agreement will be governed by and construed according to the laws of the State
of Maryland as applicable to contracts made and wholly performed within the
State of Maryland by residents of the State of Maryland. I hereby expressly
consent to the personal jurisdiction and venue of the state and federal courts
located in Montgomery County, Maryland for any lawsuit filed there against me by
Company arising from or related to this Agreement.




(b)           Severability.  In
case any one or more of the provisions, subsections, or sentences contained in
this Agreement will, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
will not affect the other provisions of this Agreement, and this Agreement will
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.  If moreover, any one or more of the provisions
contained in this Agreement will for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it will be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with
the applicable law as it will then appear.




(c)           Successors and
Assigns.  This Agreement is for my benefit and the benefit of
the Company, its successors, assigns, parent corporations, subsidiaries,
affiliates, and purchasers, and will be binding upon my heirs, executors,
administrators and other legal representatives.




A-4


(d)           Survival.  The
provisions of this Agreement will survive the termination of my employment,
regardless of the reason,  and the assignment of this Agreement by the
Company to any successor in interest or other assignee.




(e)           Employment
Status.  I agree and understand that nothing in this Agreement
will change my employment status or confer any right with respect to
continuation of employment by the Company, nor will it interfere in any way with
my right or the Company's right to terminate my employment at any time, with or
without cause or advance notice.




(f)           Waiver.  No waiver
by the Company of any breach of this Agreement will be a waiver of any preceding
or succeeding breach.  No waiver by the Company of any right under
this Agreement will be construed as a waiver of any other right.  The
Company will not be required to give notice to enforce strict adherence to all
terms of this Agreement.




(g)           Advice of
Counsel.  I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I
HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I
HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT.  THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY
REASON OF THE DRAFTING OR PREPARATION HEREOF.




(h)           Entire
Agreement.  The obligations pursuant to Sections 1 and 2
(except Subsection 2.7) of this Agreement will apply to any time during which I
was previously engaged, or am in the future engaged, by the Company as a
consultant if no other agreement governs nondisclosure and assignment of
inventions during such period.  This Agreement is the final, complete
and exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior discussions between us.  No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing and signed by the
party to be charged.  Any subsequent change or changes in my duties,
salary or compensation will not affect the validity or scope of this Agreement.




I
have read this agreement carefully and understand its terms. I have completely
filled out Exhibit A to this Agreement.




Dated:  12/23/2008









/s/ MATTHIAS ALDER


Name:
Matthias Alder












Accepted
and Agreed To:




Micromet,
inc.










By:  /s/ CHRISTIAN
ITIN


Name:
Christian Itin


Title:
President & CEO







A-5


Exhibit
A




Previous
Inventions









1.          
 Except as listed in Section 2 below, the following is a complete list of
all inventions or improvements relevant to the subject matter of my employment
by Micromet, Inc. (the “Company”) that have been made
or conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:



















þ
            No inventions
      or improvements.o
            See
      below:




o
            Additional
      sheets attached.




2.           
Due to a prior confidentiality agreement, I cannot complete the disclosure under
Section 1 above with respect to inventions or improvements generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):














Invention or
      Improvement
            
            Party(ies)
            
            Relationship1.2.3.




o
            Additional
      sheets attached.







A-6


Exhibit
B




RELEASE
AGREEMENT





This
Release of Claims (“Release”)
is made as of _________________ by and between Matthias Alder (“Executive”)
and Micromet, Inc. (the “Company”)
(together, the “Parties”).





1.           In
consideration for Executive’s execution of this Release, the Company will
provide the following Severance Benefits: [itemize
benefits].




2.           Executive
hereby releases, acquits and forever discharges the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
stockholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys fees,
damages, indemnities and obligations of every kind and nature, in law, equity,
or otherwise, which were known or through reasonable diligence should have been
known, arising out of or in any way related to Releases, events, acts or conduct
at any time prior to the date Executive executes this Settlement Release,
including, but not limited to:  all such claims and demands directly
or indirectly arising out of or in any way connected with Executive’s employment
with the Company, including but not limited to, claims of intentional and
negligent infliction of emotional distress, any and all tort claims for personal
injury, claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in the Company, PTO pay, fringe
benefits, expense reimbursements, severance pay, or any other form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, any and all claims and causes of action
that the Company, its parents and subsidiaries, and its and their respective
officers, directors, agents, servants, employees, attorneys, shareholders,
successors, assigns or affiliates:




(a)           has
violated its personnel policies, handbooks, contracts of employment, or
covenants of good faith and fair dealing;




(b)           has
discriminated against him on the basis of age, race, color, sex (including
sexual harassment), national origin, ancestry, disability, religion, sexual
orientation, marital status, parental status, source of income, entitlement to
benefits, any union activities or other protected category in violation of any
local, state or federal law, constitution, ordinance, or regulation, including
but not limited to: Title VII of the Civil Rights Act of 1964, as amended; 42
U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With
Disabilities Act; the Family and Medical Leave Act; the Employee Retirement
Income Security Act; Section 510; and the National Labor Relations
Act;




(c)           has
violated any statute, public policy or common law (including but not limited to
claims for retaliatory discharge; negligent hiring, retention or supervision;
defamation; intentional or negligent infliction of emotional distress and/or
mental anguish; intentional interference with contract; negligence; detrimental
reliance; loss of consortium to him or any member of his/her family and/or
promissory estoppel).




(d)           Excluded
from this Release are any claims which cannot be waived by
law.  Executive is waiving, however, his/her right to any monetary
recovery should any governmental agency or entity, such as the EEOC or the DOL,
pursue any claims on his/her behalf.  Executive acknowledges that he
is knowingly and voluntarily waiving and releasing any rights he may have under
the ADEA, as amended.  Executive also acknowledges that (i) the
consideration given to his/her in exchange for the waiver and release in this
Release is in addition to anything of value to which he was already entitled,
and (ii) that he/she has been paid for all time worked, have received all the
leave, leaves of absence and leave benefits and protections for which he/she is
eligible, and have not suffered any on-the-job injury for which he/she has not
already filed a claim.  Executive further acknowledges that he has
been advised by this writing that:  (a) his waiver and release do not
apply to any rights or claims that may arise after the execution date of this
Release; (b) he has been advised hereby that he/she has the right to consult
with an attorney prior to executing this Release; (c) he has twenty-one (21)
days to consider this Release (although Executive may choose to voluntarily
execute this Release earlier and if he/she does he/she will sign the
Consideration Period waiver below); (d) he has seven (7) days following his
execution of this Release to revoke the Release; and (e) this Release will not
be effective until the date upon which the revocation period has expired
unexercised, which will be the eighth day after Executive executes this
Release.







3.           On
or before the last day of Executive’s employment, Executive agrees to return to
the Company all Company documents (and all copies thereof) and other Company
property that Executive has had in his/her possession at any time, including,
but not limited to, Company files, notes, drawings, records, business plans and
forecasts, financial information, specifications, computer-recorded information,
tangible property (including, but not limited to, computers), credit cards,
entry cards, identification badges and keys; and, any materials of any kind that
contain or embody any proprietary or confidential information of the Company
(and all reproductions thereof).  Executive will coordinate the return
of Company property with [name/title].




4.           Executive
further agrees that both during and after Executive’s employment Executive
acknowledges his/her continuing obligations under his/her Proprietary
Information, Inventions and Non-Competition Agreement not to use or disclose any
confidential or proprietary information of the Company and to refrain from
certain solicitation and competitive activities.




5.           It
is understood that Executive will hold the provisions of this Release in
strictest confidence and will not publicize or disclose it in any manner
whatsoever; provided,
however, that:  (a) Executive may disclose this Release to his
immediate family; (b) Executive may disclose this Release in confidence to
his/her attorney, accountant, auditor, tax preparer, and financial advisor; and
(c) Executive may disclose this Release insofar as such disclosure may be
required by law.




6.           Executive
agrees not to disparage the Company, and the Company’s attorneys, directors,
managers, partners, employees, agents and affiliates, in any manner likely to be
harmful to them or their business, business reputation or personal reputation;
provided that Executive may respond accurately and fully to any question,
inquiry or request for information when required by legal process.




7.           This
Release does not constitute an admission by the Company of any wrongful action
or violation of any federal, state, or local statute, or common law rights,
including those relating to the provisions of any law or statute concerning
employment actions, or of any other possible or claimed violation of law or
rights.







8.           Executive
agrees that upon any breach of this Release Executive will forfeit all benefits
paid or owing to Executive by virtue of his execution of this
Release.  Executive further acknowledges that it may be impossible to
assess the damages caused by violation of the terms of paragraphs 3, 4, 5 and 6
of this Release and further agree that any threatened or actual violation or
breach of those paragraphs of this Release will constitute immediate and
irreparable injury to the Company.  Executive therefore agrees that
any such breach of this Release is a material breach of this Release, and, in
addition to any and all other damages and remedies available to the Company upon
Executive’s breach of this Release, the Company will be entitled to an
injunction to prevent Executive from violating or breaching this
Release.  Executive agrees that if the Company is successful in whole
or part in any legal or equitable action against Executive under this Release,
Executive agree to pay all of the costs, including reasonable attorney’s fees,
incurred by the Company in enforcing the terms of this Release.




9.           This
Release constitutes the complete, final and exclusive embodiment of the entire
Release between the Parties with regard to this subject matter.  It is
entered into without reliance on any promise or representation, written or oral,
other than those expressly contained herein, and it supersedes any other such
promises, warranties or representations.  This Release may not be
modified or amended except in a writing signed by both Executive and a duly
authorized officer of the Company.  This Release will bind the heirs,
personal representatives, successors and assigns of the Parties, and inure to
the benefit of the Parties, their heirs, successors and assigns.  If
any provision of this Release is determined to be invalid or unenforceable, in
whole or in part, this determination will not affect any other provision of this
Release and the provision in question will be modified by the court so as to be
rendered enforceable.  This Release will be deemed to have been
entered into and will be construed and enforced in accordance with the laws of
the State of Maryland as applied to contracts made and to be performed entirely
within Maryland.




In Witness
Whereof, the Parties have duly authorized and caused this Agreement to be
executed as follows:










Micromet,
      Inc.
              
              Matthias Alder, an
      IndividualBy:NameTitleDate:
              
              Date:









Exhibit
C




DEATH
BENEFITS RECIPIENTS














Primary
      Beneficiary:
            Amount of Payment pursuant to
      Section 6.5:




Secondary
Beneficiary (if Primary Beneficiary pre-deceased):