NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
      BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
      OR
      (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER
      AGENT
      OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE
      FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
      SECURITIES.

     

    MICROMET,
      INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	
              Warrant
                No. ___

            	
              Original
                Issue Date: _________, 2008

            


    

     

    Micromet,
      Inc., a Delaware corporation (the “Company”),
      hereby certifies that, for value received, [_______________] or its permitted
      registered assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of [_____________
      (__________)] shares of common stock, $0.00004 par value per share (the
“Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price per share equal to $4.63 per share (as adjusted from time to
      time
      as provided in Section 9 herein, the “Exercise
      Price”),
      at
      any time and from time to time after the date hereof (the “Trigger
      Date”)
      and
      through and including 5:30 P.M., New York City time, on ____________, 2013
      (the
“Expiration
      Date”),
      and
      subject to the following terms and conditions: 

    


    This
      Warrant (this “Warrant”)
      is one
      of a series of similar warrants issued pursuant to that certain Securities
      Purchase Agreement, dated September 29, 2008, by and among the Company and
      the
      Purchasers identified therein (the “Purchase
      Agreement”).
      All
      such warrants are referred to herein, collectively, as the “Warrants.”

     

    1.
       Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein have the meanings given to such terms in the
      Purchase Agreement. 

     

    2. Registration
      of Warrants.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder (which shall include the initial Holder or, as
      the
      case may be, any registered assignee to which this Warrant is permissibly
      assigned hereunder) from time to time. The Company may deem and treat the
      registered Holder of this Warrant as the absolute owner hereof for the purpose
      of any exercise hereof or any distribution to the Holder, and for all other
      purposes, absent actual notice to the contrary. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
       Registration
      of Transfers.
      Subject
      to the restrictions on transfer set forth in Section 4.1 of the Purchase
      Agreement and compliance with all applicable securities laws, the Company shall
      register the transfer of all or any portion of this Warrant in the Warrant
      Register, upon surrender of this Warrant, with the Form of Assignment attached
      as Schedule
      2
      hereto
      duly completed and signed, to the Company’s transfer agent or to the Company at
      its address specified in the Purchase Agreement and (x) delivery, at the request
      of the Company, of an opinion of counsel reasonably satisfactory to the Company
      to the effect that the transfer of such portion of this Warrant may be made
      pursuant to an available exemption from the registration requirements of the
      Securities Act and all applicable state securities or blue sky laws and (y)
      delivery by the transferee of a written statement to the Company certifying
      that
      the transferee is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act and making the representations and certifications set forth
      in
      Section 3.2(b), (c), (d) and (f) of the Purchase Agreement, to the Company
      at
      its address specified in the Purchase Agreement. Upon any such registration
      or
      transfer, a new warrant to purchase Common Stock in substantially the form
      of
      this Warrant (any such new warrant, a “New
      Warrant”)
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee, and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations in respect
      of
      the New Warrant that the Holder has in respect of this Warrant. The Company
      shall prepare, issue and deliver at its own expense any New Warrant under this
      Section 3. 

     

    4.
       Exercise
      and Duration of Warrant.
      

     

    (a)
       All
      or
      any part of this Warrant shall be exercisable by the registered Holder in any
      manner permitted by Section 10 of this Warrant at any time and from time to
      time
      on or after the Trigger Date and through and including 5:30 P.M. New York City
      time, on the Expiration Date. At 5:30 P.M., New York City time, on the
      Expiration Date, the portion of this Warrant not exercised prior thereto shall
      be and become void and of no value and this Warrant shall be terminated and
      no
      longer outstanding. 

    


    (b) The
      Holder may exercise this Warrant by delivering to the Company (i) an exercise
      notice, in the form attached as Schedule
      1
      hereto
      (the “Exercise
      Notice”),
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares as to which this Warrant is being exercised (which may take
      the form of a “cashless exercise” if so indicated in the Exercise Notice and if
      a “cashless exercise” may occur at such time pursuant to Section 10 below), and
      the date on which the last of such items is delivered to the Company (as
      determined in accordance with the notice provisions hereof) is an “Exercise
      Date.”
The
      delivery by (or on behalf of) the Holder of the Exercise Notice and the
      applicable Exercise Price as provided above shall constitute the Holder’s
      certification to the Company that its representations contained in Section
      3.2(d) of the Purchase Agreement are true and correct as of the Exercise Date
      as
      if remade in their entirety (or, in the case of any transferee Holder that
      is
      not a party to the Purchase Agreement, such transferee Holder’s certification to
      the Company that such representations are true and correct as to such assignee
      Holder as of the Exercise Date). The Holder shall not be required to deliver
      the
      original Warrant in order to effect an exercise hereunder, but if it is not
      so
      delivered then such exercise shall constitute an agreement by the Holder to
      deliver the original Warrant to the Company as soon as practicable thereafter.
      Execution and delivery of the Exercise Notice shall have the same effect as
      cancellation of the original Warrant and issuance of a New Warrant evidencing
      the right to purchase the remaining number of Warrant Shares. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.
       Delivery
      of Warrant Shares.
      

     

    (a)
       Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      three Trading Days after the Exercise Date) issue or cause to be issued and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate (provided that, if the Registration
      Statement is not effective and the Holder directs the Company to deliver a
      certificate for the Warrant Shares in a name other than that of the Holder
      or an
      Affiliate of the Holder, it shall deliver to the Company on the Exercise Date
      an
      opinion of counsel reasonably satisfactory to the Company to the effect that
      the
      issuance of such Warrant Shares in such other name may be made pursuant to
      an
      available exemption from the registration requirements of the Securities Act
      and
      all applicable state securities or blue sky laws), (i) a certificate for the
      Warrant Shares issuable upon such exercise, free of restrictive legends, or
      (ii)
      an electronic delivery of the Warrant Shares to the Holder’s account at the
      Depository Trust Company (“DTC”)
      or a
      similar organization, unless in the case of clause (i) and (ii) a registration
      statement covering the resale of the Warrant Shares and naming the Holder as
      a
      selling stockholder thereunder is not then effective or the Warrant Shares
      are
      not freely transferable without restriction under Rule 144 by Holders who are
      not affiliates of the Company, in which case such Holder shall receive a
      certificate for the Warrant Shares issuable upon such exercise with appropriate
      restrictive legends. The Holder, or any Person permissibly so designated by
      the
      Holder to receive Warrant Shares, shall be deemed to have become the holder
      of
      record of such Warrant Shares as of the Exercise Date. If the Warrant Shares
      are
      to be issued free of all restrictive legends, the Company shall, upon the
      written request of the Holder, use its reasonable best efforts to deliver,
      or
      cause to be delivered, Warrant Shares hereunder electronically through The
      Depository Trust Company or another established clearing corporation performing
      similar functions, if available; provided, that, the Company may, but will
      not
      be required to, change its transfer agent if its current transfer agent cannot
      deliver Warrant Shares electronically through such a clearing
      corporation.

     

    (b)
       
      If by
      the close of the third Trading Day after delivery of a properly completed
      Exercise Notice and the payment of the aggregate exercise price in any manner
      permitted by Section 10 of this Warrant, the Company fails to deliver to the
      Holder a certificate representing the required number of Warrant Shares in
      the
      manner required pursuant to Section 5(a), and if after such third Trading Day
      and prior to the receipt of such Warrant Shares, the Holder purchases (in an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Warrant Shares which the Holder
      anticipated receiving upon such exercise (a “Buy-In”),
      then
      the Company shall, within three (3) Trading Days after the Holder’s request
      promptly honor its obligation to deliver to the Holder a certificate or
      certificates representing such Warrant Shares and pay cash to the Holder in
      an
      amount equal to the excess (if any) of Holder’s total purchase price (including
      brokerage commissions, if any) for the shares of Common Stock so purchased
      in
      the Buy-In over the product of (A) the number of shares of Common Stock
      purchased in the Buy-In, times (B) the closing bid price of a share of Common
      Stock on the Exercise Date. 

    


    (c)
       To
      the
      extent permitted by law, the Company’s obligations to issue and deliver Warrant
      Shares in accordance with and subject to the terms hereof (including the
      limitations set forth in Section 11 below) are absolute and unconditional,
      irrespective of any action or inaction by the Holder to enforce the same, any
      waiver or consent with respect to any provision hereof, the recovery of any
      judgment against any Person or any action to enforce the same, or any setoff,
      counterclaim, recoupment, limitation or termination, or any breach or alleged
      breach by the Holder or any other Person of any obligation to the Company or
      any
      violation or alleged violation of law by the Holder or any other Person, and
      irrespective of any other circumstance that might otherwise limit such
      obligation of the Company to the Holder in connection with the issuance of
      Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any
      other remedies available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief with
      respect to the Company’s failure to timely deliver certificates representing
      shares of Common Stock upon exercise of the Warrant as required pursuant to
      the
      terms hereof. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.
       Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, transfer agent fee or other incidental tax or expense in respect
      of the issuance of such certificates, all of which taxes and expenses shall
      be
      paid by the Company; provided,
      however,
      that
      the Company shall not be required to pay any tax that may be payable in respect
      of any transfer involved in the registration of any certificates for Warrant
      Shares or the Warrants in a name other than that of the Holder or an Affiliate
      thereof. The Holder shall be responsible for all other tax liability that may
      arise as a result of holding or transferring this Warrant or receiving Warrant
      Shares upon exercise hereof. 

     

    7.
       Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction (in such case) and, in each case, a customary and
      reasonable indemnity and surety bond, if requested by the Company. Applicants
      for a New Warrant under such circumstances shall also comply with such other
      reasonable regulations and procedures and pay such other reasonable third-party
      costs as the Company may prescribe. If a New Warrant is requested as a result
      of
      a mutilation of this Warrant, then the Holder shall deliver such mutilated
      Warrant to the Company as a condition precedent to the Company’s obligation to
      issue the New Warrant. 

     

    8.
       Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares that
      are initially issuable and deliverable upon the exercise of this entire Warrant,
      free from preemptive rights or any other contingent purchase rights of persons
      other than the Holder (taking into account the adjustments and restrictions
      of
      Section 9). The Company covenants that all Warrant Shares so issuable and
      deliverable shall, upon issuance and the payment of the applicable Exercise
      Price in accordance with the terms hereof, be duly and validly authorized,
      issued and fully paid and nonassessable. The Company will take all such action
      as may be reasonably necessary to assure that such shares of Common Stock may
      be
      issued as provided herein without violation of any applicable law or regulation,
      or of any requirements of any securities exchange or automated quotation system
      upon which the Common Stock may be listed.

     

    9.
       Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      9. 

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides its
      outstanding shares of Common Stock into a larger number of shares, (iii)
      combines its outstanding shares of Common Stock into a smaller number of shares
      or (iv) issues by reclassification of shares of Common Stock any shares of
      capital of the Company, then in each such case the Exercise Price shall be
      multiplied by a fraction, the numerator of which shall be the number of shares
      of Common Stock outstanding immediately before such event and the denominator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      after such event. Any adjustment made pursuant to clause (i) of this paragraph
      shall become effective immediately after the record date for the determination
      of stockholders entitled to receive such dividend or distribution, and any
      adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
      effective immediately after the effective date of such subdivision or
      combination. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)
       Pro
      Rata Distributions.
      If the
      Company, at any time while this Warrant is outstanding, distributes to all
      holders of Common Stock for no consideration (i) evidences of its indebtedness,
      (ii) any security (other than a distribution of Common Stock covered by the
      preceding paragraph) or (iii) rights or warrants to subscribe for or purchase
      any security, or (iv) any other asset (in each case, “Distributed
      Property”),
      then,
      upon any exercise of this Warrant that occurs after the record date fixed for
      determination of stockholders entitled to receive such distribution, the Holder
      shall be entitled to receive, in addition to the Warrant Shares otherwise
      issuable upon such exercise (if applicable), the Distributed Property that
      such
      Holder would have been entitled to receive in respect of such number of Warrant
      Shares had the Holder been the record holder of such Warrant Shares immediately
      prior to such record date.

    


    (c) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding (i) the Company effects (A) any
      merger of the Company with (but not into) another Person, in which stockholders
      of the Company immediately prior to such transaction own less than a majority
      of
      the outstanding stock of the surviving entity, or (B) any merger or
      consolidation of the Company into another Person, (ii) the Company effects
      any
      sale of all or substantially all of its assets in one or a series of related
      transactions, (iii) any tender offer or exchange offer approved or authorized
      by
      the Company’s Board of Directors is completed pursuant to which holders of at
      least a majority of the outstanding Common Stock tender or exchange their shares
      for other securities, cash or property, or (iv) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (other than as a result of a subdivision or
      combination of shares of Common Stock covered by Section 9(a) above) (in any
      such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant without regard to any limitations on exercise contained herein
      (the “Alternate
      Consideration”),
      and
      the Holder shall no longer have the right to receive Warrant Shares upon
      exercise of this Warrant. The Company shall not effect any such Fundamental
      Transaction unless prior to or simultaneously with the consummation thereof,
      any
      successor to the Company, surviving entity or the corporation purchasing or
      otherwise acquiring such assets or other appropriate corporation or Person
      shall
      assume the obligation to deliver to the Holder, such Alternate Consideration
      as,
      in accordance with the foregoing provisions, the Holder may be entitled to
      receive, and the other obligations under this Warrant. The provisions of this
      paragraph (c) shall similarly apply to subsequent transactions analogous of
      a
      Fundamental Transaction type.

    


    (d)
       Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
      (a) of this Section 9, the number of Warrant Shares that may be purchased upon
      exercise of this Warrant shall be increased or decreased proportionately, so
      that after such adjustment the aggregate Exercise Price payable hereunder for
      the increased or decreased number of Warrant Shares shall be the same as the
      aggregate Exercise Price in effect immediately prior to such adjustment.



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (e)
       Calculations.
      All
      calculations under this Section 9 shall be made to the nearest cent or the
      nearest share, as applicable. The number of shares of Common Stock outstanding
      at any given time shall not include shares owned or held by or for the account
      of the Company.

     

    (f)
       Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 9, the Company at
      its
      expense will, at the written request of the Holder, promptly compute such
      adjustment, in good faith, in accordance with the terms of this Warrant and
      prepare a certificate setting forth such adjustment, including a statement
      of
      the adjusted Exercise Price and adjusted number or type of Warrant Shares or
      other securities issuable upon exercise of this Warrant (as applicable),
      describing the transactions giving rise to such adjustments and showing in
      reasonable detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder and to the Company’s transfer agent. 

     

    (g)
       Notice
      of Corporate Events.
      If,
      while this Warrant is outstanding, the Company (i) declares a dividend or any
      other distribution of cash, securities or other property in respect of its
      Common Stock, including, without limitation, any granting of rights or warrants
      to subscribe for or purchase any capital stock of the Company or any Subsidiary,
      (ii) authorizes or approves, enters into any agreement contemplating or solicits
      stockholder approval for any Fundamental Transaction or (iii) authorizes the
      voluntary dissolution, liquidation or winding up of the affairs of the Company,
      then, except if such notice and the contents thereof shall be deemed to
      constitute material non-public information, the Company shall deliver to the
      Holder a notice of such transaction at least ten (10) business days prior to
      the
      applicable record or effective date on which a Person would need to hold Common
      Stock in order to participate in or vote with respect to such transaction;
      provided,
      however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such notice.


     

    10.
       Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price in immediately available funds; provided,
      however,
      that
      the Holder may, in its sole discretion, satisfy its obligation to pay the
      Exercise Price through a “cashless exercise”, in which event the Company shall
      issue to the Holder the number of Warrant Shares determined as follows:


     

    X
      = Y
      [(A-B)/A] 

     

    where:
      

     

    X
      = the
      number of Warrant Shares to be issued to the Holder. 

     

    Y
      = the
      total number of Warrant Shares with respect to which this Warrant is being
      exercised. 

     

    A
      = the
      average of the Closing Sale Prices of a share of Common Stock (as reported
      by
      Bloomberg Financial Markets) for the five consecutive (5) Trading Days ending
      on
      the date immediately preceding the Exercise Date. 

     

    B
      = the
      Exercise Price then in effect for the applicable Warrant Shares at the time
      of
      such exercise. 


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    For
      purposes of this Warrant, “Closing
      Sale Price”
means,
      for any security as of any date, the last trade price for such security on
      the
      principal securities exchange or trading market for such security, as reported
      by Bloomberg Financial Markets, or, if such exchange or trading market begins
      to
      operate on an extended hours basis and does not designate the last trade price,
      then the last trade price of such security prior to 4:00 P.M., New York City
      time, as reported by Bloomberg Financial Markets, or if the foregoing do not
      apply, the last trade price of such security in the over-the-counter market
      on
      the electronic bulletin board for such security as reported by Bloomberg
      Financial Markets, or, if no last trade price is reported for such security
      by
      Bloomberg Financial Markets, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the "pink
      sheets" by Pink Sheets LLC. If the Closing Sale Price cannot be calculated
      for a
      security on a particular date on any of the foregoing bases, the Closing Sale
      Price of such security on such date shall be the fair market value as mutually
      determined by the Company and the Holder. If the Company and the Holder are
      unable to agree upon the fair market value of such security, then the Board
      of
      Directors of the Company shall use its good faith judgment to determine the
      fair
      market value. The Board of Directors’ determination shall be binding upon all
      parties absent demonstrable error. All such determinations shall be
      appropriately adjusted for any stock dividend, stock split, stock combination
      or
      other similar transaction during the applicable calculation period.

    


    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the original
      Holder, and the holding period for the Warrant Shares shall be deemed to have
      commenced as to such original Holder, on the date this Warrant was originally
      issued pursuant to the Purchase Agreement (provided that the Commission
      continues to take the position that such treatment is proper at the time of
      such
      exercise). 

     

    11.
       Limitations
      on Exercise.
      Notwithstanding anything to the contrary contained herein, the number of Warrant
      Shares that may be acquired by the Holder upon any exercise of this Warrant
      (or
      otherwise in respect hereof) shall be limited to the extent necessary to ensure
      that, following such exercise (or other issuance), the total number of shares
      of
      Common Stock then beneficially owned by the Holder and its Affiliates and any
      other Persons whose beneficial ownership of Common Stock would be aggregated
      with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not
      exceed 9.999% of the total number of then issued and outstanding shares of
      Common Stock (including for such purpose the shares of Common Stock issuable
      upon such exercise). For such purposes, beneficial ownership shall be determined
      in accordance with Section 13(d) of the Exchange Act and the rules and
      regulations promulgated thereunder, it being acknowledged by the Holder that
      the
      Company is not representing to such Holder that such calculation is in
      compliance with Section 13(d) of the Exchange Act and such Holder is solely
      responsible for any schedules required to be filed in accordance therewith.
      To
      the extent that the limitation contained in this Section 11(a) applies, the
      determination of whether this Warrant is exercisable (in relation to other
      securities owned by such Holder) and of which a portion of this Warrant is
      exercisable shall be in the sole discretion of a Holder, and the submission
      of a
      Notice of Exercise shall be deemed to be the Holder’s determination of whether
      this Warrant is exercisable (in relation to other securities owned by such
      Holder) and of which portion of this Warrant is exercisable, in each case
      subject to such aggregate percentage limitation, and the Company shall have
      no
      obligation to verify or confirm the accuracy of such determination. In addition,
      a determination as to any group status as contemplated above shall be determined
      in accordance with Section 13(d) of the Exchange Act and the rules and
      regulations promulgated thereunder. For purposes of this Section 11(a), in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in (x)
      the
      Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more
      recent public announcement by the Company or (z) any other notice by the Company
      or the Transfer Agent setting forth the number of shares of Common Stock
      outstanding. Upon the written request of the Holder, the Company shall within
      three (3) Trading Days confirm orally and in writing to such Holder the number
      of shares of Common Stock then outstanding. This provision shall not restrict
      the number of shares of Common Stock which a Holder may receive or beneficially
      own in order to determine the amount of securities or other consideration that
      such Holder may receive in the event of a Fundamental Transaction as
      contemplated in Section 9 of this Warrant. By written notice to the Company,
      which will not be effective until the 61st
      day
      after such notice is delivered to the Company, the Holder may waive the
      provisions of this Section 11 (but such waiver will not affect any other
      holder). 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    12.
       No
      Fractional Shares.
      No
      fractional Warrant Shares will be issued in connection with any exercise of
      this
      Warrant. In lieu of any fractional shares that would otherwise be issuable,
      the
      number of Warrant Shares to be issued shall be rounded down to the next whole
      number and the Company shall pay the Holder in cash the fair market value (based
      on the Closing Sale Price) for any such fractional shares. 

     

    13.
       Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Purchase Agreement prior to 5:30 P.M., New York City time, on a Trading
      Day,
      (ii) the next Trading Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Purchase Agreement on a day that is not a Trading Day or later than 5:30
      P.M., New York City time, on any Trading Day, (iii) the Trading Day following
      the date of mailing, if sent by nationally recognized overnight courier service
      specifying next business day delivery, or (iv) upon actual receipt by the party
      to whom such notice is required to be given, if by hand delivery. The address
      and facsimile number of a party for such notices or communications shall be
      as
      set forth in the Purchase Agreement unless changed by such party by two (2)
      Trading Days’ prior notice to the other party in accordance with this Section
      13. 

     

    14.
       Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register. 

     

    15.
       Miscellaneous.
      

     

    (a) No
      Rights as a Stockholder. The
      Holder, solely in such Person's capacity as a holder of this Warrant, shall
      not
      be entitled to vote or receive dividends or be deemed the holder of share
      capital of the Company for any purpose, nor shall anything contained in this
      Warrant be construed to confer upon the Holder, solely in such Person's capacity
      as the Holder of this Warrant, any of the rights of a stockholder of the Company
      or any right to vote, give or withhold consent to any corporate action (whether
      any reorganization, issue of stock, reclassification of stock, consolidation,
      merger, amalgamation, conveyance or otherwise), receive notice of meetings,
      receive dividends or subscription rights, or otherwise, prior to the issuance
      to
      the Holder of the Warrant Shares which such Person is then entitled to receive
      upon the due exercise of this Warrant. In addition, nothing contained in this
      Warrant shall be construed as imposing any liabilities on the Holder to purchase
      any securities, whether such liabilities are asserted by the Company or by
      creditors of the Company.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) Authorized
      Shares. (i)
      The
      Company covenants that during the period the Warrant is outstanding, it will
      reserve from its authorized and unissued Common Stock a sufficient number of
      shares to provide for the issuance of the Warrant Shares upon the exercise
      of
      any purchase rights under this Warrant. The Company further covenants that
      its
      issuance of this Warrant shall constitute full authority to its officers who
      are
      charged with the duty of executing stock certificates to execute and issue
      the
      necessary certificates for the Warrant Shares upon the exercise of the purchase
      rights under this Warrant. The Company will take all such reasonable action
      as
      may be necessary to assure that such Warrant Shares may be issued as provided
      herein without violation of any applicable law or regulation, or of any
      requirements of the Trading Market upon which the Common Stock may be listed.
      The Company covenants that all Warrant Shares which may be issued upon the
      exercise of the purchase rights represented by this Warrant will, upon exercise
      of the purchase rights represented by this Warrant, be duly authorized, validly
      issued, fully paid and nonassessable and free from all taxes, liens and charges
      created by the Company in respect of the issue thereof (other than taxes in
      respect of any transfer occurring contemporaneously with such
      issue). 

     

    (ii)
       Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms of
      this
      Warrant, but will at all times in good faith assist in the carrying out of
      all
      such terms and in the taking of all such actions as may be necessary or
      appropriate to protect the rights of Holder as set forth in this Warrant against
      impairment. Without limiting the generality of the foregoing, the Company will
      (a) not increase the par value of any Warrant Shares above the amount payable
      therefor upon such exercise immediately prior to such increase in par value,
      (b)
      take all such action as may be necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares upon the exercise of this Warrant, and (c) use commercially reasonable
      efforts to obtain all such authorizations, exemptions or consents from any
      public regulatory body having jurisdiction thereof as may be necessary to enable
      the Company to perform its obligations under this Warrant. 

     

    (iii)
       Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    (c) Successors
      and Assigns. 
      Subject
      to the restrictions on transfer set forth in this Warrant and in Section 4.1
      of
      the Purchase Agreement, and compliance with applicable securities laws, this
      Warrant may be assigned by the Holder. This Warrant may not be assigned by
      the
      Company without the written consent of the Holder except to a successor in
      the
      event of a Fundamental Transaction. This Warrant shall be binding on and inure
      to the benefit of the parties hereto and their respective successors and
      assigns. Subject to the preceding sentence, nothing in this Warrant shall be
      construed to give to any Person other than the Company and the Holder any legal
      or equitable right, remedy or cause of action under this Warrant. This Warrant
      may be amended only in writing signed by the Company and the Holder, or their
      successors and assigns.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d) Amendment
      and Waiver.
      Except
      as otherwise provided herein, the provisions of the Warrants may be amended
      and
      the Company may take any action herein prohibited, or omit to perform any act
      herein required to be performed by it, only if the Company has obtained the
      written consent of the Holders of Warrants representing at
      least
      sixty-six and two-thirds percent (66-2/3%)
      of the
      Warrant Shares obtainable upon exercise of the Warrants then
      outstanding.

     

    (e) Acceptance.
      Receipt
      of this Warrant by the Holder shall constitute acceptance of and agreement
      to
      all of the terms and conditions contained herein.

     

    (f) Governing
      Law; Jurisdiction. ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
      CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
      JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
      BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
      HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
      DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
      SUIT,
      ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
      JURISDICTION OF ANY SUCH COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL
      SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION
      OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR
      OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS
      IN
      EFFECT FOR NOTICES TO IT UNDER THE PURCHASE AGREEMENT AND AGREES THAT SUCH
      SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
      THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
      TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HEREBY WAIVES ALL
      RIGHTS TO A TRIAL BY JURY. 

     

    (d)
       Headings.
       The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions hereof.
      

     

    (e)
       Severability. In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby, and the parties will attempt in good faith to agree upon
      a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant. 

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK, 

    SIGNATURE
      PAGE FOLLOWS] 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above. 

     

    
      	
              MICROMET,
                INC.

            
	 	 
	
              By:

            	
               

            
	
              Name:

            	
               

            
	
              Title:

            	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    


    MICROMET,
      INC.

    


    FORM
      OF
      EXERCISE NOTICE 

    


    (To
      be
      executed by the Holder to purchase shares of Common Stock under the foregoing
      Warrant)

     

    Ladies
      and Gentlemen:

    


    (1) The
      undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by
      Micromet, Inc., a Delaware corporation (the “Company”). Capitalized terms used
      herein and not otherwise defined herein have the respective meanings set forth
      in the Warrant. 

    


    (2) The
      undersigned hereby exercises its right to purchase __________ Warrant Shares
      pursuant to the Warrant.

     

    (3) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

    


    o  Cash
      Exercise 

    


    o  “Cashless
      Exercise” under Section 10

    


    (4) If
      the
      Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______
      in
      immediately available funds to the Company in accordance with the terms of
      the
      Warrant.

    


    (5) Pursuant
      to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares
      determined in accordance with the terms of the Warrant.

     

    (6) By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby the Holder will
      not beneficially own in excess of the number of shares of Common Stock (as
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 11 of the Warrant to which this notice
      relates. 

     

    Dated:_______________,
      _____ 

     

    Name
      of
      Holder: ___________________________

     

    By:__________________________________

    Name:
      _______________________________ 

    Title:
      _______________________________

    (Signature
      must conform in all respects to name of Holder as specified on the face of
      the
      Warrant)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      2

    


    MICROMET,
      INC.

    


    FORM
      OF
      ASSIGNMENT 

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto  
      (the
“Transferee”) the right represented by the within Warrant to purchase
 
      shares
      of Common Stock of Micromet, Inc., a Delaware corporation (the “Company”) to
      which the within Warrant relates and appoints  
      attorney
      to transfer said right on the books of the Company with full power of
      substitution in the premises. In connection therewith, the undersigned
      represents, warrants, covenants and agrees to and with the Company
      that:

    


    
      	
              (a)

            	
              the
                offer and sale of the Warrant contemplated hereby is being made in
                compliance with Section 4(1) of the United States Securities Act
                of 1933,
                as amended (the “Securities Act”) or another valid exemption from the
                registration requirements of Section 5 of the Securities Act and
                in
                compliance with all applicable securities laws of the states of the
                United
                States;

            


    

     

    
      	
              (b)

            	
              the
                undersigned has not offered to sell the Warrant by any form of general
                solicitation or general advertising, including, but not limited to,
                any
                advertisement, article, notice or other communication published in
                any
                newspaper, magazine or similar media or broadcast over television
                or
                radio, and any seminar or meeting whose attendees have been invited
                by any
                general solicitation or general
                advertising;

            


    

     

    
      	
              (c)

            	
              the
                undersigned has read the Transferee’s investment letter included herewith,
                and to its actual knowledge, the statements made therein are true
                and
                correct; and

            


    

     

    
      	
              (d)

            	
              the
                undersigned understands that the Company may condition the transfer
                of the
                Warrant contemplated hereby upon the delivery to the Company by the
                undersigned or the Transferee, as the case may be, of a written opinion
                of
                counsel (which opinion shall be in form, substance and scope customary
                for
                opinions of counsel in comparable transactions) to the effect that
                such
                transfer may be made without registration under the Securities Act
                and
                under applicable securities laws of the states of the United
                States.

            


    

     

    
      	
              Dated:
                ___________,
                 

            	
               

            	
               

            
	
               

            	
               

            	
              (Signature
                must conform in all respects to name of

              holder
                as specified on the face of the Warrant)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Address
                of Transferee

            
	
              In
                the presence of: