REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of September 29, 2008, by and among Micromet, Inc.,
      a
      Delaware corporation (the “Company”),
      and
      the several purchasers signatory hereto (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof between the Company and each Purchaser (the “Purchase
      Agreement”).

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and each of the Purchasers agree as
      follows: 

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “Advice”
shall
      have the meaning set forth in Section 6(d).

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

     

    “Agreement”
shall
      have the meaning set forth in the Preamble.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Closing”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “Closing
      Date”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.00004 per share, and any
      securities into which such common stock may hereinafter be reclassified.


     

    “Company”
shall
      have the meaning set forth in the Preamble.

     

    “Effective
      Date”
means
      the date that the Registration Statement filed pursuant to Section 2(a) is
      first
      declared effective by the Commission.

     

    “Effectiveness
      Deadline”
means,
      with respect to the Initial Registration Statement or the New Registration
      Statement, the 90th
      calendar
      day following the Closing Date (or, in the event the Commission reviews and
      has
      written comments to the Initial Registration Statement or the New Registration
      Statement, the 120th
      calendar
      day following the Closing Date); provided,
      however,
      that if
      the Company is notified by the Commission that the Initial Registration
      Statement or the New Registration Statement will not be reviewed or is no longer
      subject to further review and comments, the Effectiveness Deadline as to such
      Registration Statement shall be the tenth (10th)
      Trading
      Day following the date on which the Company is so notified if such date precedes
      the dates otherwise required above; provided,
      further,
      that if
      the Effectiveness Deadline falls on a Saturday, Sunday or other day that the
      Commission is closed for business, the Effectiveness Deadline shall be extended
      to the next Business Day on which the Commission is open for business.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(b).

     

    “Event”
shall
      have the meaning set forth in Section 2(c).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 2(c).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Filing
      Deadline”
means,
      with respect to the Initial Registration Statement required to be filed pursuant
      to Section 2(a), the 30th
      calendar
      day following the Closing Date, provided,
      however,
      that if
      the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
      is closed for business, the Filing Deadline shall be extended to the next
      business day on which the Commission is open for business.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Initial
      Registration Statement”
means
      the initial Registration Statement filed pursuant to Section 2(a) of this
      Agreement.

     

    “Liquidated
      Damages”
shall
      have the meaning set forth in Section 2(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “New
      Registration Statement”
shall
      have the meaning set forth in Section 2(a).

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Placement
      Agents”
means
      Piper Jaffray & Co. and RBC Capital Markets and any permitted
      assigns.

     

    “Principal
      Market”
means
      the Trading Market on which the Common Stock is primarily listed on and quoted
      for trading, which, as of the Closing Date, shall be the Nasdaq Global
      Market.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Purchase
      Agreement”
shall
      have the meaning set forth in the Recitals.

     

    “Purchaser”
or
      “Purchasers”
shall
      have the meaning set forth in the Preamble.

     

    “Registrable
      Securities”
means
      all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued
      or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing,
      provided,
      that
      the Holder has completed and delivered to the Company a Selling Stockholder
      Questionnaire; and provided,
      further,
      that
      with respect to a particular Holder, such Holder’s Shares and Warrant Shares
      shall cease to be Registrable Securities upon the earliest to occur of the
      following: (A) a sale pursuant to a Registration Statement or Rule 144 under
      the
      Securities Act (in which case, only such security sold by the Holder shall
      cease
      to be a Registrable Security); or (B) becoming eligible for resale by the Holder
      under Rule 144 without the requirement for the Company to be in compliance
      with
      the current public information required thereunder and without volume or
      manner-of-sale restrictions, pursuant to a written opinion letter to such
      effect, addressed, delivered and acceptable to the Transfer Agent.

     

    “Registration
      Statements”
means
      any one or more registration statements of the Company filed under the
      Securities Act that covers the resale of any of the Registrable Securities
      pursuant to the provisions of this Agreement (including without limitation
      the
      Initial Registration Statement, the New Registration Statement and any Remainder
      Registration Statements), amendments and supplements to such Registration
      Statements, including post-effective amendments, all exhibits and all material
      incorporated by reference or deemed to be incorporated by reference in such
      Registration Statements.

     

    “Remainder
      Registration Statement”
shall
      have the meaning set forth in Section 2(a).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "SEC
      Guidance"
      means
      (i) any publicly-available written or oral guidance, comments, requirements
      or
      requests of the Commission staff and (ii) the Securities Act. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Selling
      Stockholder Questionnaire”
means
      a
      questionnaire in the form attached as Annex
      B
      hereto,
      or such other form of questionnaire as may reasonably be adopted by the Company
      from time to time.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Shares”
means
      the shares of Common Stock issued or issuable to the Purchasers pursuant to
      the
      Purchase Agreement.

     

    “Special
      Registration Statement”
means
      a
      Registration Statement relating to any employee benefit plan under Form S-8
      or
      similar form or with respect to any corporate reorganization or other
      transaction under Rule 145 of the Securities Act.

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is listed or quoted and traded on its
      Principal Market (other than the OTC Bulletin Board), or (ii) if the Common
      Stock is not listed on a Trading Market (other than the OTC Bulletin Board),
      a
      day on which the Common Stock is traded in the over-the-counter market, as
      reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted
      on any Trading Market, a day on which the Common Stock is quoted in the
      over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or
      any similar organization or agency succeeding to its functions of reporting
      prices); provided,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (i),
      (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
      on the date in question. 

     

    “Warrants”
means
      the Warrants issued pursuant to the Purchase Agreement. 

     

    “Warrant
      Shares”
means
      the shares of Common Stock issued or issuable upon exercise of the
      Warrants.

     

    2. Registration.

     

    (a) On
      or
      prior to the Filing Deadline, the Company shall prepare and file with the
      Commission a Registration Statement covering the resale of all of the
      Registrable Securities not already covered by an existing and effective
      Registration Statement for an offering to be made on a continuous basis pursuant
      to Rule 415 or, if Rule 415 is not available for offers and sales of the
      Registrable Securities, by such other means of distribution of Registrable
      Securities as the Holders may reasonably specify (the “Initial
      Registration Statement”).
      The
      Initial Registration Statement shall be on Form S-3 (except if the Company
      is
      then ineligible to register for resale the Registrable Securities on Form S-3,
      in which case such registration shall be on such other form available to
      register for resale the Registrable Securities as a secondary offering) subject
      to the provisions of Section 2(e) and shall contain (except if otherwise
      required pursuant to written comments received from the Commission upon a review
      of such Registration Statement) the “Plan of Distribution” section attached
      hereto as Annex
      A
      (which
      may be modified to respond to comments, if any, provided by the Commission).
      Notwithstanding the registration obligations set forth in this Section
      2,
      in the
      event the Commission informs the Company that all of the Registrable Securities
      cannot, as a result of the application of Rule 415, be registered for resale
      as
      a secondary offering on a single registration statement, the Company agrees
      to
      promptly (i) inform each of the holders thereof and use its commercially
      reasonable efforts to file amendments to the Initial Registration Statement
      as
      required by the Commission and/or (ii) withdraw the Initial Registration
      Statement and file a new registration statement (a “New
      Registration Statement”),
      in
      either case covering the maximum number of Registrable Securities permitted
      to
      be registered by the Commission, on Form S-3 or such other form available to
      register for resale the Registrable Securities as a secondary offering;
provided,
      however,
      that
      prior to filing such amendment or New Registration Statement, the Company shall
      be obligated to use its commercially reasonable efforts to advocate with the
      Commission for the registration of all of the Registrable Securities in
      accordance with the SEC Guidance, including without limitation, the Manual
      of
      Publicly Available Telephone Interpretations D.29. Notwithstanding any other
      provision of this Agreement and subject to the payment of liquidated damages
      in
      Section 2(c), if any SEC Guidance sets forth a limitation of the number of
      Registrable Securities permitted to be registered on a particular Registration
      Statement as a secondary offering (and notwithstanding that the Company used
      diligent efforts to advocate with the Commission for the registration of all
      or
      a greater number of Registrable Securities), unless otherwise directed in
      writing by a Holder as to its Registrable Securities, the number of Registrable
      Securities to be registered on such Registration Statement will first be reduced
      by Registrable Securities not acquired pursuant to the Purchase Agreement
      (whether pursuant to registration rights or otherwise), second by Registrable
      Securities represented by holders of Warrant Shares (applied, in the case that
      some Warrant Shares may be registered, to the Holders on a pro rata basis based
      on the total number of unregistered Warrant Shares held by such Holders) and
      third by Registrable Securities represented by Shares (applied, in the case
      that
      some Shares may be registered, to the Holders on a pro rata basis based on
      the
      total number of unregistered Shares held by such Holders, subject to a
      determination by the Commission that certain Holders must be reduced first
      based
      on the number of Shares held by such Holders). In the event the Company amends
      the Initial Registration Statement or files a New Registration Statement, as
      the
      case may be, under clauses (i) or (ii) above, the Company will use its
      commercially reasonable efforts to file with the Commission, as promptly as
      allowed by Commission or SEC Guidance provided to the Company or to registrants
      of securities in general, one or more registration statements on Form S-3 or
      such other form available to register for resale those Registrable Securities
      that were not registered for resale on the Initial Registration Statement,
      as
      amended, or the New Registration Statement (the “Remainder
      Registration Statements”).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b) The
      Company shall use its commercially reasonable efforts to cause each Registration
      Statement to be declared effective by the Commission as soon as practicable
      and,
      with respect to the Initial Registration Statement or the New Registration
      Statement, as applicable, no later than the Effectiveness Deadline (including
      filing with the Commission a request for acceleration of effectiveness in
      accordance with Rule 461 promulgated under the Securities Act within five (5)
      Business Days after the date that the Company is notified (orally or in writing,
      whichever is earlier) by the Commission that such Registration Statement will
      not be “reviewed,” or not be subject to further review and the effectiveness of
      such Registration Statement may be accelerated), and shall use its commercially
      reasonable efforts to keep each Registration Statement continuously effective
      under the Securities Act until the earlier of (i) such time as all of the
      Registrable Securities covered by such Registration Statement have been publicly
      sold by the Holders or (ii) the date that is two (2) years following the Closing
      Date (the “Effectiveness
      Period”).
      The
      Company shall telephonically request effectiveness of a Registration Statement
      as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly
      notify the Holders via facsimile or electronic mail of the effectiveness of
      a
      Registration Statement on or before the second Trading Day after the date that
      the Company telephonically confirms effectiveness with the Commission, which
      date of confirmation shall initially be the date requested for effectiveness
      of
      such Registration Statement. The Company shall, by 9:30 a.m. New York City
      Time
      on the second Trading Day after the Effective Date, file a final Prospectus
      with
      the Commission, as required by Rule 424(b). Failure to so notify the Holders
      on
      or before the second Trading Day after such notification or effectiveness or
      failure to file a final Prospectus as aforesaid shall be deemed an Event under
      Section 2(c). 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (c) 
      If: (i)
      the Initial Registration Statement is not filed with the Commission on or prior
      to the Filing Deadline, (ii) the Initial Registration Statement or the New
      Registration Statement, as applicable, is not declared effective by the
      Commission (or otherwise does not become effective) for any reason on or prior
      to the Effectiveness Deadline or (iii) after its Effective Date, (A) such
      Registration Statement ceases for any reason (including without limitation
      by
      reason of a stop order, or the Company’s failure to update the Registration
      Statement), to remain continuously effective as to all Registrable Securities
      included in such Registration Statement or (B) the Holders are not permitted
      to
      utilize the Prospectus therein to resell such Registrable Securities for any
      reason for more than an aggregate of 20 consecutive calendar days or 40 calendar
      days (which need not be consecutive days) during any 12-month period (other
      than
      as a result of a breach of this Agreement by a Holder or a Holder’s failure to
      return a Selling Stockholder Questionnaire within the time period provided
      by
      Section 2(d) hereof), or (iv) the Company fails to satisfy the current public
      information requirement pursuant to Rule 144(c)(1) as a result of which the
      Holders who are not affiliates are unable to sell Registrable Securities without
      restriction under Rule 144 (or any successor thereto), (any such failure or
      breach in clauses (i) through (iv) above being referred to as an “Event,” and,
      for purposes of clauses (i), (ii) or (iv), the date on which such Event occurs,
      or for purposes of clause (iii), the date on which such 20 or 40 calendar day
      period is exceeded, being referred to as an “Event
      Date”),
      then
      in lieu of any other rights the Holders may have hereunder or under applicable
      law: (x) within five (5) Business Days after any such Event Date, the Company
      shall pay to each Holder an amount in cash, as liquidated damages and not as
      a
      penalty, equal to 1.0% of the aggregate purchase price paid by such Holder
      pursuant to the Purchase Agreement for any Registrable Securities held by such
      Holder on the Event Date (which remedy shall be exclusive of any other remedies
      available under this Agreement or under applicable law); and (y) on each monthly
      anniversary of each such Event Date (if the applicable Event shall not have
      been
      cured by such date) until the earlier of (1) the applicable Event is cured
      or (2) the Registrable Securities are eligible for resale pursuant to
      Rule 144 without manner of sale or volume restrictions, the Company shall
      pay to each Holder an amount in cash, as liquidated damages and not as a
      penalty, equal to 1.0% of the aggregate purchase price paid by such Holder
      pursuant to the Purchase Agreement for any unregistered Registrable Securities
      then held by such Holder (which remedy shall be exclusive of any other remedies
      available under this Agreement or under applicable law). The amounts payable
      pursuant to the foregoing clauses (x) and (y) are referred to collectively
      as
“Liquidated
      Damages.”
The
      parties agree that (1) the Company will not be liable for Liquidated Damages
      under this Agreement with respect to any Warrants or Warrant Shares (prior
      to
      their issuance), (2) notwithstanding anything to the contrary herein or in
      the
      Purchase Agreement, no Liquidated Damages shall be payable with respect to
      any
      period after the expiration of the Effectiveness Period (except in respect
      of an
      Event described in Section 2(c)(iv) herein) (it being understood that this
      sentence shall not relieve the Company of any Liquidated Damages accruing prior
      to the Effectiveness Deadline), and in no event shall the aggregate amount
      of
      Liquidated Damages (excluding Liquidated Damages payable in respect of an Event
      described in Section 2(c)(iv) herein) payable to a Holder exceed, in the
      aggregate, six percent (6%) of the aggregate purchase price paid by such Holder
      pursuant to the Purchase Agreement (12% if the only Event is clause (iv)) and
      (3) in no event shall the Company be liable in any 30-day period for Liquidated
      Damages under this Agreement in excess of 1.0% of the aggregate purchase price
      paid by the Holders pursuant to the Purchase Agreement. If the Company fails
      to
      pay any Liquidated Damages pursuant to this Section in full within five (5)
      Business Days after the date payable, the Company will pay interest thereon
      at a
      rate of 1.5% per month (or such lesser maximum amount that is permitted to
      be
      paid by applicable law) to the Holder, accruing daily from the date such
      Liquidated Damages are due until such amounts, plus all such interest thereon,
      are paid in full. The Liquidated Damages pursuant to the terms hereof shall
      apply on a daily pro-rata basis for any portion of a month prior to the cure of
      an Event, except in the case of the first Event Date. In the event that the
      Company registers some but not all of the Registrable Securities, the 1.0%
      of
      Liquidated Damages referred to above for any monthly period shall be reduced
      to
      equal the percentage determined by multiplying 1.0% by a fraction, the numerator
      of which shall be the number of Registrable Securities for which there is not
      an
      effective Registration Statement at such time and the denominator of which
      shall
      be the number of Registrable Securities at such time. The Company shall not
      be
      liable for liquidated damages under this Agreement as to any Registrable
      Securities which are not permitted by the Commission to be included in a
      Registration Statement due solely to SEC Guidance from the time that it is
      determined that such Registrable Securities are not permitted to be registered
      until such time as the provisions of this Agreement as to the Remainder
      Registration Statements required to be filed hereunder are triggered, in which
      case the provisions of this Section 2(c) shall once again apply, if applicable.
      In such case, the liquidated damages shall be calculated to only apply to the
      percentage of Registrable Securities which are permitted in accordance with
      SEC
      Guidance to be included in such Registration Statement. The
      Effectiveness Deadline for a Registration Statement shall be extended without
      default or Liquidated Damages hereunder in the event that the Company’s failure
      to obtain the effectiveness of the Registration Statement on a timely basis
      results from the failure of a Purchaser to timely provide the Company with
      information requested by the Company and necessary to complete the Registration
      Statement in accordance with the requirements of the Securities Act (in which
      the Effectiveness Deadline would be extended with respect to Registrable
      Securities held by such Purchaser).


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (d) Each
      Holder agrees to furnish to the Company a completed Selling Stockholder
      Questionnaire not more than five (5) Trading Days following the date of this
      Agreement. At least ten (10) Trading Days prior to the first anticipated filing
      date of a Registration Statement for any registration under this Agreement,
      the
      Company will notify each Holder of the information the Company requires from
      that Holder other than the information contained in the Selling Stockholder
      Questionnaire, if any, which shall be completed and delivered to the Company
      promptly upon request and, in any event, within three (3) Trading Days prior
      to
      the applicable anticipated filing date. Each Holder further agrees that it
      shall
      not be entitled to be named as a selling securityholder in the Registration
      Statement or use the Prospectus for offers and resales of Registrable Securities
      at any time, unless such Holder has returned to the Company a completed and
      signed Selling Stockholder Questionnaire and a response to any requests for
      further information as described in the previous sentence. If a Holder of
      Registrable Securities returns a Selling Stockholder Questionnaire or a request
      for further information, in either case, after its respective deadline, the
      Company shall use its commercially reasonable efforts to take such actions
      as
      are required to name such Holder as a selling security holder in the
      Registration Statement or any pre-effective or post-effective amendment thereto
      and to include (to the extent not theretofore included) in the Registration
      Statement the Registrable Securities identified in such late Selling Stockholder
      Questionnaire or request for further information. Each Holder acknowledges
      and
      agrees that the information in the Selling Stockholder Questionnaire or request
      for further information as described in this Section 2(e) will be used by the
      Company in the preparation of the Registration Statement and hereby consents
      to
      the inclusion of such information in the Registration Statement.

     

    (e) In
      the
      event that Form S-3 is not  available for the registration of the resale of
      Registrable Securities hereunder, the Company shall
      (i)
      register the resale of the Registrable Securities on another appropriate form
      reasonably acceptable to the Holders and (ii) undertake to register the
      Registrable Securities on Form S-3 promptly after such form is available,
provided
      that the
      Company shall maintain the effectiveness of the Registration Statement then
      in
      effect until such time as a Registration Statement on Form S-3 covering the
      Registrable Securities has been declared effective by the
      Commission.

     

    3. Registration
      Procedures

     

    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    (a) Not
      less
      than five (5) Trading Days prior to the filing of each Registration Statement
      and not less than one (1) Trading Day prior to the filing of any related
      Prospectus or any amendment or supplement thereto (except for Annual Reports
      on
      Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
      and any similar or successor reports), (i) furnish to the Holder copies of
      such
      Registration Statement, Prospectus or amendment or supplement thereto, as
      proposed to be filed, which documents will be subject to the review of such
      Holder (it being acknowledged and agreed that if a Holder does not object to
      or
      comment on the aforementioned documents within such five (5) Trading Day or
      one
      (1) Trading Day period, as the case may be, then the Holder shall be deemed
      to
      have consented to and approved the use of such documents) and (ii) use
      commercially reasonable efforts to cause its officers and directors, counsel
      and
      independent registered public accountants to respond to such inquiries as shall
      be necessary, in the reasonable opinion of respective counsel to each Holder,
      to
      conduct a reasonable investigation within the meaning of the Securities Act.
      The
      Company shall not file any Registration Statement or amendment or supplement
      thereto in a form to which a Holder reasonably objects in good faith, provided
      that, the Company is notified of such objection in writing within the five
      (5)
      Trading Day or one (1) Trading Day period described above, as applicable.



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (b) (i)
      Prepare and file with the Commission such amendments (including post-effective
      amendments) and supplements, to each Registration Statement and the Prospectus
      used in connection therewith as may be necessary to keep such Registration
      Statement continuously effective as to the applicable Registrable Securities
      for
      its Effectiveness Period; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
      424; (iii) respond as promptly as reasonably practicable to any comments
      received from the Commission with respect to each Registration Statement or
      any
      amendment thereto and, as promptly as reasonably possible, provide the Holders
      true and complete copies of all correspondence from and to the Commission
      relating to such Registration Statement that pertains to the Holders as “Selling
      Stockholders” but not any comments that would result in the disclosure to the
      Holders of material and non-public information concerning the Company; and
      (iv)
      comply with the provisions of the Securities Act and the Exchange Act with
      respect to the disposition of all Registrable Securities covered by a
      Registration Statement until such time as all of such Registrable Securities
      shall have been disposed of (subject to the terms of this Agreement) in
      accordance with the intended methods of disposition by the Holders thereof
      as
      set forth in such Registration Statement as so amended or in such Prospectus
      as
      so supplemented; provided,
      however,
      that
      each Purchaser shall be responsible for the delivery of the Prospectus to the
      Persons to whom such Purchaser sells any of the Shares or the Warrant Shares
      (including in accordance with Rule 172 under the Securities Act), and each
      Purchaser agrees to dispose of Registrable Securities in compliance with the
      plan of distribution described in the Registration Statement and otherwise
      in
      compliance with applicable federal and state securities laws. In the case of
      amendments and supplements to a Registration Statement which are required to
      be
      filed pursuant to this Agreement (including pursuant to this Section 3(b))
      by
      reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or
      any
      analogous report under the Exchange Act, the Company shall have incorporated
      such report by reference into such Registration Statement, if applicable, or
      shall file such amendments or supplements with the Commission on the same day
      on
      which the Exchange Act report which created the requirement for the Company
      to
      amend or supplement such Registration Statement was filed.

     

    (c) Notify
      the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof,
      be accompanied by an instruction to suspend the use of the Prospectus until
      the
      requisite changes have been made) as promptly as reasonably practicable (and,
      in
      the case of (i)(A) below, not less than one Trading Day prior to such filing)
      and (if requested by any such Person) confirm such notice in writing no later
      than one Trading Day following the day: (i)(A) when a Prospectus or any
      Prospectus supplement or post-effective amendment to a Registration Statement
      is
      proposed to be filed; (B) when the Commission notifies the Company whether
      there
      will be a “review” of such Registration Statement and whenever the Commission
      comments in writing on any Registration Statement (in which case the Company
      shall provide to each of the Holders true and complete copies of all comments
      that pertain to the Holders as a “Selling Stockholder” or to the “Plan of
      Distribution” and all written responses thereto, but not information that the
      Company believes would constitute material and non-public information); and
      (C)
      with respect to each Registration Statement or any post-effective amendment,
      when the same has become effective; (ii) of any request by the Commission or
      any
      other Federal or state governmental authority for amendments or supplements
      to a
      Registration Statement or Prospectus or for additional information that pertains
      to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of
      the issuance by the Commission or any other federal or state governmental
      authority of any stop order suspending the effectiveness of a Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; (v) of the occurrence of any event or passage of time that makes the
      financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or the Prospectus, as the case may be, it will
      not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein
      (in the case of any Prospectus, form of prospectus or supplement thereto, in
      light of the circumstances under which they were made), not misleading; and
      (vi)
      of the occurrence or existence of any pending corporate development with respect
      to the Company that the Company believes may be material and that, in the
      determination of the Company, makes it not in the best interest of the Company
      to allow continued availability of a Registration Statement or Prospectus,
      provided
      that any
      and all such information shall remain confidential to each Holder until such
      information otherwise becomes public, unless disclosure by a Holder is required
      by law; and
      provided,
      further,
      that
      notwithstanding each Holder’s agreement to keep such information confidential,
      each such Holder makes no acknowledgement that any such information is material,
      non-public information.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (d) Use
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, as soon as practicable.

     

    (e) If
      requested by a Holder, furnish to such Holder, without charge, at least one
      conformed copy of each Registration Statement and each amendment thereto and
      all
      exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided,
      that
      the Company shall have no obligation to provide any document pursuant to this
      clause that is available on the Commission’s EDGAR system.

     

    (f) Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by each Registration Statement; provided,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified, subject the Company to any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such jurisdiction.

     

    (g) If
      requested by a Holder, cooperate with such Holder to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement
      and under law, of all restrictive legends, and to enable such Registrable
      Securities to be in such denominations and registered in such names as any
      such
      Holders may reasonably request.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (h) Following
      the occurrence of any event contemplated by Section
      3(c),
      as
      promptly as reasonably practicable (taking into account the Company’s good faith
      assessment of any adverse consequences to the Company and its stockholders
      of
      the premature disclosure of such event), prepare a supplement or amendment,
      including a post-effective amendment, to the affected Registration Statements
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, no Registration Statement nor any Prospectus
      will
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein (in
      the case of any Prospectus, form of prospectus or supplement thereto, in light
      of the circumstances under which they were made), not misleading. If the Company
      notifies the Holders in accordance with clauses (iii) through (vi) of Section
      3(c) above to suspend the use of any Prospectus until the requisite changes
      to
      such Prospectus have been made, then the Holders shall suspend use of such
      Prospectus. The Company will use its commercially reasonable efforts to ensure
      that the use of the Prospectus may be resumed as promptly as is practicable.
      The
      Company shall be entitled to exercise its right under this Section 3(h) to
      suspend the availability of a Registration Statement and Prospectus, subject
      to
      the payment of Liquidated Damages otherwise required pursuant to Section 2(c),
      for a period not to exceed 40 calendar days (which need not be consecutive
      days)
      in any 12-month period.

     

    (i) The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to (i) the number of shares of Common Stock beneficially owned
      by
      such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory
      Authority (“FINRA”)
      affiliations, (iii) any natural persons who have the power to vote or dispose
      of
      the common stock and (iv) any other information as may be requested by the
      Commission, FINRA or any state securities commission. During any periods that
      the Company is unable to meet its obligations hereunder with respect to the
      registration of Registrable Securities because any Holder fails to furnish
      such
      information within three Trading Days of the Company’s request, any Liquidated
      Damages that are accruing at such time as to such Holder only shall be tolled
      and any Event that may otherwise occur solely because of such delay shall be
      suspended as to such Holder only, until such information is delivered to the
      Company.

     

    (j) The
      Company shall cooperate with any registered broker through which a Holder
      proposes to resell its Registrable Securities in effecting a filing with FINRA
      pursuant to NASD Rule 2710 as reasonably requested by any such Holder, and
      the
      Company shall pay the filing fee required for the first such filing within
      five
      (5) Business Days of the request therefor.

     

    4. Registration
      Expenses.
      All
      fees and expenses incident to the Company’s performance of or compliance with
      its obligations under this Agreement (excluding any underwriting discounts
      and
      selling commissions and all legal fees and expenses of legal counsel for any
      Holder) shall be borne by the Company whether or not any Registrable Securities
      are sold pursuant to a Registration Statement. The fees and expenses referred
      to
      in the foregoing sentence shall include, without limitation, (i) all
      registration and filing fees (including, without limitation, fees and expenses
      (A) with respect to filings required to be made with any Trading Market on
      which
      the Common Stock is then listed for trading, (B) with respect to compliance
      with
      applicable state securities or Blue Sky laws (including, without limitation,
      fees and disbursements of counsel for the Company in connection with Blue Sky
      qualifications or exemptions of the Registrable Securities and determination
      of
      the eligibility of the Registrable Securities for investment under the laws
      of
      such jurisdictions as requested by the Holders) and (C) if not previously paid
      by the Company pursuant to Section 3(j) hereof, with respect to any filing
      that
      may be required to be made by any broker through which a Holder intends to
      make
      sales of Registrable Securities with FINRA pursuant to the NASD Rule 2710,
      so
      long as the broker is receiving no more than a customary brokerage commission
      in
      connection with such sale, (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities and
      of
      printing prospectuses if the printing of prospectuses is reasonably requested
      by
      the Holders of a majority of the Registrable Securities included in the
      Registration Statement), (iii) messenger, telephone and delivery expenses,
      (iv)
      fees and disbursements of counsel for the Company, (v) Securities Act liability
      insurance, if the Company so desires such insurance, and (vi) fees and expenses
      of all other Persons retained by the Company in connection with the consummation
      of the transactions contemplated by this Agreement. In addition, the Company
      shall be responsible for all of its internal expenses incurred in connection
      with the consummation of the transactions contemplated by this Agreement
      (including, without limitation, all salaries and expenses of its officers and
      employees performing legal or accounting duties), the expense of any annual
      audit and the fees and expenses incurred in connection with the listing of
      the
      Registrable Securities on any securities exchange as required hereunder. In
      no
      event shall the Company be responsible for any underwriting, broker or similar
      fees or commissions of any Holder or, except to the extent provided for in
      the
      Transaction Documents, any legal fees or other costs of the
      Holders.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify,
      defend and hold harmless each Holder, the officers, directors, agents, partners,
      members, managers, stockholders, Affiliates and employees of each of them,
      each
      Person who controls any such Holder (within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act) and the officers, directors,
      partners, members, managers, stockholders, agents and employees of each such
      controlling Person, to the fullest extent permitted by applicable law, from
      and
      against any and all losses, claims, damages, liabilities, costs (including,
      without limitation, reasonable costs of preparation and investigation and
      reasonable attorneys' fees) and expenses (collectively, “Losses”),
      as
      incurred, that arise out of or are based upon (i) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus or any form of prospectus or in any amendment or supplement thereto
      (it being understood that the Holder has approved Annex A hereto for this
      purpose) or in any preliminary prospectus, or arising out of or relating to
      any
      omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein (in the case of any
      Prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading or
      (ii)
      any violation or alleged violation by the Company of the Securities Act,
      Exchange Act, any state securities law, any “blue sky” laws of any jurisdiction
      in which Registrable Securities are offered or any rule or regulation thereunder
      relating to the offer or sale of the Registrable Securities pursuant to the
      Registration Statement or any violation of this Agreement,
      except
      to the extent, but only (A) to the extent that such untrue statements, alleged
      untrue statements, omissions or alleged omissions are based solely upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein, or to the extent that such information relates
      to such Holder or such Holder's proposed method of distribution of Registrable
      Securities and was reviewed and approved in writing by such Holder expressly
      for
      use in the Registration Statement, such Prospectus or such form of Prospectus
      or
      in any amendment or supplement thereto (it being understood that each Holder
      has
      approved Annex
      A
      hereto
      for this purpose) or (B) in the case of an occurrence of an event of the type
      specified in Section
      3(c)(iii)-(vi),
      related
      to the use by a Holder of an outdated or defective Prospectus after the Company
      has notified such Holder in writing that the Prospectus is outdated or defective
      and prior to the receipt by such Holder of the Advice contemplated and defined
      in Section
      6(e)
      below,
      to the extent that following the receipt of the Advice the misstatement or
      omission giving rise to such Loss would have been corrected, or (C) to the
      extent that any such Losses arise out of the Purchaser’s (or any other
      indemnified Person’s) failure to send or give a copy of the Prospectus or
      supplement (as then amended or supplemented), if required pursuant to Rule
      172
      under the Securities Act (or any successor rule), to the Persons asserting
      an
      untrue statement or alleged untrue statement or alleged untrue statement or
      omission or alleged omission at or prior to the written confirmation of the
      sale
      of Registrable Securities to such Person if such statement or omission was
      corrected in such Prospectus or supplement. The Company shall notify the Holders
      promptly of the institution, threat or assertion of any Proceeding arising
      from
      or in connection with the transactions contemplated by this Agreement of which
      the Company is aware. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of an Indemnified Party
      (as
      defined in Section
      5(c))
      and
      shall survive the transfer of the Registrable Securities by the
      Holders.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising out of or are based solely
      upon any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, any Prospectus, or any form of prospectus, or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus, or any form of prospectus or supplement thereto, in light of
      the
      circumstances under which they were made) not misleading (i) to the extent,
      but
      only to the extent, that such untrue statements or omissions are based upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein or (ii) to the extent that such information
      relates to such Holder or such Holder’s proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing by
      such Holder expressly for use in a Registration Statement (it being understood
      that the Holder has approved Annex
      A
      hereto
      for this purpose), such Prospectus or such form of Prospectus or in any
      amendment or supplement thereto or (iii) in the case of an occurrence of an
      event of the type specified in Section
      3(c)(iii)-(vi),
      to the
      extent, but only to the extent, related to the use by such Holder of an outdated
      or defective Prospectus after the Company has notified such Holder in writing
      that the Prospectus is outdated or defective and prior to the receipt by such
      Holder of the Advice contemplated in Section
      6(e).
      In no
      event shall the liability of any selling Holder hereunder be greater in amount
      than the dollar amount of the net proceeds received by such Holder upon the
      sale
      of the Registrable Securities giving rise to such indemnification
      obligation.

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all reasonable fees and expenses incurred
      in connection with defense thereof; provided,
      that
      the failure of any Indemnified Party to give such notice shall not relieve
      the
      Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
      except (and only) to the extent that it shall be finally determined by a court
      of competent jurisdiction (which determination is not subject to appeal or
      further review) that such failure shall have materially and adversely prejudiced
      the Indemnifying Party.

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest exists if the same counsel were to
      represent such Indemnified Party and the Indemnifying Party (in which case,
      if
      such Indemnified Party notifies the Indemnifying Party in writing that it elects
      to employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party); provided,
      that
      the Indemnifying Party shall not be liable for the fees and expenses of more
      than one separate firm of attorneys at any time for all Indemnified Parties.
      The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld, delayed or conditioned. No Indemnifying Party shall, without the
      prior
      written consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such
      Proceeding.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Subject
      to the terms of this Agreement, all fees and expenses of the Indemnified Party
      (including reasonable fees and expenses to the extent incurred in connection
      with investigating or preparing to defend such Proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within twenty Trading Days of written notice thereof to the
      Indemnifying Party; provided,
      that
      the Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is finally judicially determined to not be entitled to
      indemnification hereunder). The failure to deliver written notice to the
      Indemnifying Party within a reasonable time of the commencement of any such
      action shall not relieve such Indemnifying Party of any liability to the
      Indemnified Party under this Section 5, except to the extent that the
      Indemnifying Party is materially and adversely prejudiced in its ability to
      defend such action.

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party or insufficient to hold an Indemnified Party harmless for
      any
      Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified
      Party, shall contribute to the amount paid or payable by such Indemnified Party
      as a result of such Losses, in such proportion as is appropriate to reflect
      the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in such Losses as well
      as any other relevant equitable considerations. The relative fault of such
      Indemnifying Party and Indemnified Party shall be determined by reference to,
      among other things, whether any action in question, including any untrue or
      alleged untrue statement of a material fact or omission or alleged omission
      of a
      material fact, has been taken or made by, or relates to information supplied
      by,
      such Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys' or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms. 

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be
      required to contribute, in the aggregate, any amount in excess of the amount
      by
      which the net proceeds actually received by such Holder from the sale of the
      Registrable Securities subject to the Proceeding exceeds the amount of any
      damages that such Holder has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission and (B)
      no
      contribution will be made under circumstances where the maker of such
      contribution would not have been required to indemnify the Indemnified Party
      under the fault standards set forth in this Section 5. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any Person who was not
      guilty of such fraudulent misrepresentation. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties and are not in diminution or limitation of the indemnification
      provisions under the Purchase Agreement.

     

    6. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    (b) No
      Piggyback on Registrations; Prohibition on Filing Other Registration
      Statements.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto) may include securities of the Company in a
      Registration Statement other than the Registrable Securities and the Company
      shall not prior to the Effective Date enter into any agreement providing any
      such right to any of its security holders. The Company shall not file with
      the
      Commission a registration statement relating to an offering for its own account
      under the Securities Act of any of its equity securities other than a Special
      Registration Statement until the earlier of (i) the date that the Initial
      Registration Statement is declared effective or (ii) the date that all
      Registrable Securities are eligible for resale by non-affiliates without volume
      or manner of sale restrictions under Rule 144 and without the requirement for
      the Company to be in compliance with the current public information requirements
      under Rule 144. For the avoidance of doubt, the Company shall not be prohibited
      from preparing and filing with the Commission a Registration Statement relating
      to an offering of Common Stock by existing stockholders of the Company under
      the
      Securities Act pursuant to the terms of registration rights held by such
      stockholder or from filing amendments to Registration Statements filed prior
      to
      the date of this Agreement.

     

    (c) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it (unless an exemption
      therefrom is available) in connection with sales of Registrable Securities
      pursuant to the Registration Statement and shall sell the Registrable Securities
      only in accordance with a method of distribution described in the Registration
      Statement

     

    (d) Discontinued
      Disposition.
      By its
      acquisition of Registrable Securities, each Holder agrees that, upon receipt
      of
      a notice from the Company of the occurrence of any event of the kind described
      in Section
      3(c)(iii)-(vi),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under a Registration Statement until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus (as it may have been
      supplemented or amended) may be resumed. The Company will use its commercially
      reasonable efforts to ensure that the use of the Prospectus may be resumed
      as
      promptly as is practicable. The Company may provide appropriate stop orders
      to
      enforce the provisions of this paragraph. The Company agrees and acknowledges
      that any periods during which the Holder is required to discontinue the
      disposition of the Registrable Securities hereunder shall be subject to the
      provisions of Section 2(c). 

     

    (e) Piggy-Back
      Registrations.
      If, at
      any time during the Effectiveness Period, there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with the Company’s stock option or other employee benefit plans, then
      the Company shall deliver to each Holder a written notice of such determination
      and, if within seven days after the date of the delivery of such notice, any
      such Holder shall so request in writing, the Company shall include in such
      registration statement all or any part of such Registrable Securities such
      Holder requests to be registered; provided, however, that the Company shall
      not
      be required to register any Registrable Securities pursuant to this Section
      6(e)
      that are (i) eligible for resale pursuant to Rule 144 without
      the requirement for the Company to be in compliance with the current public
      information required thereunder and without volume or manner-of-sale
      restrictions
      or (ii)
      the subject of a then effective Registration Statement.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (f) No
      Inconsistent Agreements.
      Neither
      the Company nor any of its Subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its Subsidiaries, on or after the date hereof,
      enter
      into any agreement with respect to its securities, that would have the effect
      of
      impairing the rights granted to the Holders in this Agreement or otherwise
      conflicts with the provisions hereof.

     

    (g) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, or waived unless the same shall be in
      writing and signed by the Company and Holders holding at least sixty-six and
      two-thirds percent (66-2/3%) of the then outstanding Registrable Securities,
      provided that any party may give a waiver as to itself. Notwithstanding the
      foregoing, a waiver or consent to depart from the provisions hereof with respect
      to a matter that relates exclusively to the rights of Holders and that does
      not
      directly or indirectly affect the rights of other Holders may be given by
      Holders of all of the Registrable Securities to which such waiver or consent
      relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding sentence.
      

     

    (h) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Purchase Agreement.
      

     

    (i) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Nothing in this Agreement, express or implied, is intended to confer
      upon any party other than the parties hereto or their respective successors
      and
      assigns any rights, remedies, obligations, or liabilities under or by reason
      of
      this Agreement, except as expressly provided in this Agreement. The Company
      may
      not assign its rights (except by merger or in connection with another entity
      acquiring all or substantially all of the Company’s assets) or obligations
      hereunder without the prior written consent of all the Holders of the then
      outstanding Registrable Securities. Each Holder may assign its respective rights
      hereunder in the manner and to the Persons as permitted under the Purchase
      Agreement; provided in each case that (i) the Holder agrees in writing with
      the transferee or assignee to assign such rights and related obligations under
      this Agreement, and for the transferee or assignee to assume such obligations,
      and a copy of such agreement is furnished to the Company within a reasonable
      time after such assignment, (ii) the Company is, within a reasonable time
      after such transfer or assignment, furnished with written notice of the name
      and
      address of such transferee or assignee and the securities with respect to which
      such registration rights are being transferred or assigned, (iii) at or
      before the time the Company received the written notice contemplated by clause
      (ii) of this sentence, the transferee or assignee agrees in writing with
      the Company to be bound by all of the provisions contained herein and
      (iv) the transferee is an “accredited investor,” as that term is defined in
      Rule 501 of Regulation D.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (j) Execution
      and Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which when so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party,
      it
      being understood that both parties need not sign the same counterpart. In the
      event that any signature is delivered by facsimile transmission or by e-mail
      delivery of a “.pdf” format data file, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature were the original thereof.

     

    (k) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined in accordance with the provisions of
      the
      Purchase Agreement. 

     

    (l) Cumulative
      Remedies.
      Except
      as provided herein, the remedies provided herein are cumulative and not
      exclusive of any other remedies provided by law.

     

    (m) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their good faith reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (n) Headings.
      The
      headings in this Agreement are for convenience only and shall not limit or
      otherwise affect the meaning hereof.

     

    (o) Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser hereunder, and no Purchaser shall
      be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. The decision of each Purchaser to purchase the Shares
      and
      Warrants pursuant to the Transaction Documents has been made independently
      of
      any other Purchaser. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Purchaser pursuant
      hereto or thereto, shall be deemed to constitute the Purchasers as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this Agreement.
      Each Purchaser acknowledges that no other Purchaser has acted as agent for
      such
      Purchaser in connection with making its investment hereunder and that no
      Purchaser will be acting as agent of such Purchaser in connection with
      monitoring its investment in the Shares and Warrants or enforcing its rights
      under the Transaction Documents. Each Purchaser shall be entitled to protect
      and
      enforce its rights, including, without limitation, the rights arising out of
      this Agreement, and it shall not be necessary for any other Purchaser to be
      joined as an additional party in any Proceeding for such purpose. The Company
      acknowledges that each of the Purchasers has been provided with the same
      Registration Rights Agreement for the purpose of closing a transaction with
      multiple Purchasers and not because it was required or requested to do so by
      any
      Purchaser.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGES TO FOLLOW]


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	
              MICROMET,
                INC.

            
	 	 
	 	 
	
              By:
                

            	
              /s/
                Christian Itin

            
	 	
              Name:
                Christian Itin

            
	 	
              Title:
                President and Chief Executive
                Officer

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGES OF HOLDERS TO FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.


     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              YUCCA
                PARTNERS L.P. JERSEY BRANCH

            
	 
	
              AUTHORIZED
                SIGNATORY

            
	 	 
	
              By:
                

            	
              /s/
                Richard Charles Germain

            
	 	
              Name:
                Richard Charles Germain

            
	 	
              Title:   Authorized
                Signatory

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Ogier Fidiciary Services, Whiteley Chambers

            
	 
	
              Street:
                Don
                Street                                                     

            
	 
	
              City/State/Zip:
                St. Helier, Jersey JE4 9WG, Channel 
Islands

            
	 	 
	
              Attention:
                Naomi Seatter

            
	 	 
	
              Tel:

            	
              44
                1534 753 622

            
	 	 
	
              Fax:

            	
              44
                1534 504 444

            
	 	 
	
              Email:

            	
              naomi.seatter@ogier.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              INDEX
                VENTURE GROWTH ASSOCIATES I LIMITED

            
	 
	
              AUTHORIZED
                SIGNATORY

            
	 	 
	
              By:
                

            	
              /s/
                Ian Henderson

            
	 	
              Name:
                Ian Henderson

            
	 	
              Title:
                Director

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                

            
	 
	
              Street:
                P.O. Box 641, No 1 Seaton Place

            
	 
	
              City/State/Zip:
                St. Helier, Jersey JE4 8YJ, Channel Islands

            
	 
	
              Attention:
                Nicky Barthorp

            
	 	 
	
              Tel:

            	
              44
                1534 605 643

            
	 	 
	
              Fax:

            	
              44
                1534 605 605

            
	 	 
	
              Email:

            	
              nicky.barthorp@efgoffshore.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.


     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              ABINGWORTH
                BIOVENTURES V L.P.

            
	 
	
              AUTHORIZED
                SIGNATORY

            
	
              Acting
                by its Manager Abingworth L.L.P

            
	 	 
	
              By:
                

            	
              /s/
                James Abell

            
	 	
              Name:
                James Abell

            
	 	
              Title:
                Partner

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Abingworth LLP

            
	 
	
              Street:
                38 Jermyn Street

            
	 
	
              City/State/Zip:
                London SWY 6DN 

            
	 
	
              Attention:
                James Abell

            
	 	 
	
              Tel:

            	
              44
                207 534 1500

            
	 	 
	
              Fax:

            	
              44
                27 534 1539

            
	 	 
	
              Email:

            	
              abell@abingworth.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.


     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              ABINGWORTH
                BIOEQUITIES MASTER FUND LLP

            
	 
	
              AUTHORIZED
                SIGNATORY

            
	 	 
	
              By:
                

            	
              /s/
                James Abell

            
	 	
              Name:
                James Abell

            
	 	
              Title:
                Partner

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Abingworth LLP

            
	 
	
              Street:
                38 Jermyn Street

            
	 
	
              City/State/Zip:
                London SWY 6DN

            
	 
	
              Attention:
                James Abell

            
	 	 
	
              Tel:

            	
              44
                207 534 1500

            
	 	 
	
              Fax:

            	
              44
                207 534 1539

            
	 	 
	
              Email:

            	
              abell@abingworth.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.


     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              BAKER/TISCH
                INVESTMENTS, L.P.

            
	 
	 
	
              AUTHORIZED
                SIGNATORY

            
	 
	
              By:
                BAKER/TISCH CAPITAL, L.P. (general partner)

            
	
              By:
                BAKER/TISCH CAPITAL (GP), LLC (general partner)

            
	 	 
	
              By:
                

            	
              /s/
                Julian Baker

            
	 	
              Name:
                Julian Baker

            
	 	
              Title:
                Managing Member

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Baker Bros. Investments

            
	 
	
              Street:
                667 Madison Avenue, 21st
                Floor

            
	 
	
              City/State/Zip:
                New York, NY 10065

            
	 
	
              Attention:
                Tamiko Pearson

            
	 	 
	
              Tel:

            	
              212-339-5635

            
	 	 
	
              Fax:

            	
              212-339-5688

            
	 	 
	
              Email:

            	
              tpearson@bbinvestments.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.


     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              BAKER
                BROS. INVESTMENTS II, L.P.

            
	 
	 
	
              AUTHORIZED
                SIGNATORY

            
	 
	
              By:
                BAKER BROS. CAPITAL, L.P. (general partner)

            
	
              By:
                BAKER BROS. CAPITAL (GP), LLC (general partner)

            
	 	 
	
              By:
                

            	
              /s/
                Julian Baker

            
	 	
              Name:
                Julian Baker

            
	 	
              Title:
                Managing Member

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Baker Bros. Investments

            
	 
	
              Street:
                667 Madison Avenue, 21st
                Floor

            
	 
	
              City/State/Zip:
                New York, NY 10065

            
	 
	
              Attention:
                Tamiko Pearson

            
	 	 
	
              Tel:

            	
              212-339-5635

            
	 	 
	
              Fax:

            	
              212-339-5688

            
	 	 
	
              Email:

            	
              tpearson@bbinvestments.com

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              667,
                L.P.

            
	 
	 
	
              AUTHORIZED
                SIGNATORY

            
	 
	
              By:
                BAKER BIOTECH CAPITAL, L.P. (general partner)

            
	
              By:
                BAKER BIOTECH CAPITAL (GP), LLC (general partner)

            
	 	 
	
              By:
                

            	
              /s/
                Julian Baker

            
	 	
              Name:
                Julian Baker

            
	 	
              Title:
                Managing Member

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Baker Bros. Investments

            
	 
	
              Street:
                667 Madison Avenue, 21st
                Floor

            
	 
	
              City/State/Zip:
                New York, NY 10065

            
	 
	
              Attention:
                Tamiko Pearson

            
	 	 
	
              Tel:

            	
              212-339-5635

            
	 	 
	
              Fax:

            	
              212-339-5688

            
	 	 
	
              Email:

            	
              tpearson@bbinvestments.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	
              BAKER
                BROTHERS LIFE SCIENCES, L.P.

            
	 
	 
	
              AUTHORIZED
                SIGNATORY

            
	 
	
              By:
                BAKER BROTHERS LIFE SCIENCES 

            
	
              CAPITAL,
                L.P. (general partner)

            
	
              By:
                BAKER BROTHERS LIFE SCIENCES (GP), LLC

            
	
              (general
                partner)

            
	 	 
	
              By:
                

            	
              /s/
                Julian Baker

            
	 	
              Name:
                Julian Baker

            
	 	
              Title:
                Managing Member

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 
	
              c/o:
                Baker Bros. Investments

            
	 
	
              Street:
                667 Madison Avenue, 21st
                Floor

            
	 
	
              City/State/Zip:
                New York, NY 10065

            
	 
	
              Attention:
                Tamiko Pearson

            
	 	 
	
              Tel:

            	
              212-339-5635

            
	 	 
	
              Fax:

            	
              212-339-5688

            
	 	 
	
              Email:

            	
              tpearson@bbinvestments.com

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                14159,
                  L.P.

              
	 	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  14159 CAPITAL, L.P. (general partner)

              
	
                By:
                  14159 CAPITAL (GP), LLC (general partner)

              
	 	 
	
                By:
                  

              	
                /s/
                  Julian Baker

              
	 	
                Name:
                  Julian Baker

              
	 	
                Title:
                  Managing Member

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Baker Bros. Investments

              
	 
	
                Street:
                  667 Madison Avenue, 21st Floor

              
	 
	
                City/State/Zip:
                  New York, NY 10065

              
	 
	
                Attention:
                  Tamiko Pearson

              
	 
	
                Tel:        212-339-5635

              
	 
	
                Fax:        212-339-5688

              
	 
	
                Email:    tpearson@bbinvestments.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 	 
	
                DAFNA
                  LIFESCIENCE SELECT LTD

              
	 	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Mandana Hedayat

              
	 	
                Name:
                  Mandana Hedayat, CFA

                Title:
                  Chief Compliance Officer of Investment

                          Manager,
                  DAFNA Capital Management,

                          LLC
                  o/b/o DAFNA LifeScience Select Ltd

              
	 	 
	ADDRESS
                FOR NOTICE
	 	 
	c/o:
                DAFNA Capital Management, LLC
	 	 
	Street:
                10990 Wilshire Blvd, Suite 1400
	 	 
	City/State/Zip:
                Los Angeles, CA 90292
	 	 
	Attention:
                Mandana Hedayat, CFA
	 	 
	Tel:        310-724-4800
	 	 
	Fax:        310-481-0722
	 	 
	Email:    mhedayat@DAFNACapital.com


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 	 
	
                DAFNA
                  LIFESCIENCE MARKET NEUTRAL LTD

              
	 	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Mandana Hedayat

              
	 	
                Name:
                  Mandana Hedayat, CFA

                Title:
                  Chief Compliance Officer of Investment

                          Manager,
                  DAFNA Capital Management,

                          LLC
                  o/b/o DAFNA LifeScience Market

              
	 	
                          Neutral
                  Ltd

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  DAFNA Capital Management, LLC

              
	 
	
                Street:
                  10990 Wilshire Blvd, Suite 1400

              
	 
	
                City/State/Zip:
                  Los Angeles, CA 90292

              
	 
	
                Attention:
                  Mandana Hedayat, CFA

              
	 
	
                Tel:        310-724-4800

              
	 
	
                Fax:        310-481-0722

              
	 
	
                Email:    mhedayat@DAFNACapital.com

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                DAFNA
                  LIFESCIENCE LTD

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Mandana Hedayat

              
	 	
                Name:
                  Mandana Hedayat, CFA

                Title:
                  Chief Compliance Officer of Investment

                          Manager,
                  DAFNA Capital Management,

                          LLC
                  o/b/o DAFNA LifeScience Ltd

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  DAFNA Capital Management, LLC

              
	 
	
                Street:
                  10990 Wilshire Blvd, Suite 1400

              
	 
	
                City/State/Zip:
                  Los Angeles, CA 90292

              
	 
	
                Attention:
                  Mandana Hedayat, CFA

              
	 
	
                Tel:        310-724-4800

              
	 
	
                Fax:        310-481-0722

              
	 
	
                Email:    mhedayat@DAFNACapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                MERLIN
                  NEXUS III, LP

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Alberto Bianchinotti

              
	 	
                Name:
                  Alberto Bianchinotti

              
	 	
                Title:
                  Chief Financial Officer

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Merlin Nexus III, LP

              
	 
	
                Street:
                  230 Park Avenue, Suite 928

              
	 
	
                City/State/Zip:
                  New York, NY 10169

              
	 
	
                Attention:
                  Alberto Bianchinotti

              
	 
	
                Tel:        646-227-5270

              
	 
	
                Fax:

              
	 
	
                Email:    alberto@merlinnexus.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                CD-VENTURE
                  GMBH

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Christoph Boehringer

              
	 	
                Name:
                  Christoph Boehringer

              
	 	
                Title:

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Christoph Boehringer

              
	 
	
                Street:
                  Bergheimerstr 89a

              
	 
	
                City/State/Zip:
                  69115 Heidelberg Germany

              
	 
	
                Attention:
                  Christoph Boehringer

              
	 
	
                Tel:        49
                  6221 1375422

              
	 
	
                Fax:        49
                  6221 1375410

              
	 
	
                Email:    christoph.boehringer@cd-venture.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                ANMA
                  VENTURE GMBH

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Mathias Boehringer

              
	 	
                Name:
                  Mathias Boehringer

              
	 	
                Title:
                  Chief Executive Officer

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Mathias Boehringer

              
	 
	
                Street:
                  Binger STR 173

              
	 
	
                City/State/Zip:
                  55216 Ingelheim, Germany

              
	 
	
                Attention:
                  Mathias Boehringer

              
	 
	
                Tel:        49
                  6132 772904

              
	 
	
                Fax:        49
                  6132 722904

              
	 
	
                Email:    mathiasboehringer@gmx.de

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 	 
	
                NorTrust
                  Nominees Limited o/b/o Healthcare

                Opportunities
                  Fund

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Daniel Mahony

              
	 	
                Name:
                  Daniel Mahony

              
	 	
                Title:
                  Fund Manager

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Polar Capital LLP

              
	 
	
                Street:
                  4 Matthew Parker Street

              
	 
	
                City/State/Zip:
                  London SW1H 9NP

              
	 
	
                Attention:
                  Sachin Patel

              
	 
	
                Tel:        44
                  207 227 2718

              
	 
	
                Fax:        44
                  207 227 2749

              
	 
	
                Email:    sachin.patel@polarcapital.co.uk

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Panacea
                  Fund, LLC

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	
                By:
                  William Harris Investors, Inc., its manager

              
	 	 
	
                By:
                  

              	
                /s/
                  Charles Polsky

              
	 	
                Name:
                  Charles Polsky

              
	 	
                Title:
                  Vice President

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  William Harris Investors, Inc.

              
	 
	
                Street:
                  191 N. Wacker Drive, Suite 1500

              
	 
	
                City/State/Zip:
                  Chicago, IL 60606

              
	 
	
                Attention:
                  Charles Polsky

              
	 
	
                Tel:        312-621-0643

              
	 
	
                Fax:        312-621-0984

              
	 
	
                Email:    CVP@whi.com

              


      

      


      With
        a
        copy to:

      Dawn
        Fisher, Fund Administrator

      William
        Harris Investors, Inc.

      191
        N.
        Wacker Drive, Suite 1500

      Chicago,
        IL 60606

      Tel:
        312-621-3838

      Fax:
        312-621-0984

      Email:
        djw@whi.com



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Sio
                  Partners, LP

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Michael Castor

              
	 	
                Name:
                  Michael Castor

              
	 	
                Title:
                  Managing Member

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Sio Capital Management, LLC

              
	 
	
                Street:
                  192 Lexington Avenue, 15th Fl

              
	 
	
                City/State/Zip:
                  New York, NY 10016

              
	 
	
                Attention:
                  Jim Laird

              
	 
	
                Tel:        212-601-9778

              
	 
	
                Fax:        212-213-6816

              
	 
	
                Email:    jim.laird@siocapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Sio
                  Partners QP, LP

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Michael Castor

              
	 	
                Name:
                  Michael Castor

              
	 	
                Title:
                  Managing Member

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Sio Capital Management, LLC

              
	 
	
                Street:
                  192 Lexington Avenue, 15th Fl

              
	 
	
                City/State/Zip:
                  New York, NY 10016

              
	 
	
                Attention:
                  Jim Laird

              
	 
	
                Tel:        212-601-9778

              
	 
	
                Fax:        212-213-6816

              
	 
	
                Email:    jim.laird@siocapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Sio
                  Partners Offshore, Ltd

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Michael Castor

              
	 	
                Name:
                  Michael Castor

              
	 	
                Title:
                  Director

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Sio Capital Management, LLC

              
	 
	
                Street:
                  192 Lexington Avenue, 15th Fl

              
	 
	
                City/State/Zip:
                  New York, NY 10016

              
	 
	
                Attention:
                  Jim Laird

              
	 
	
                Tel:        212-601-9778

              
	 
	
                Fax:        212-213-6816

              
	 
	
                Email:    jim.laird@siocapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Deka
                  Investment GmbH

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Kai Bruning

              
	 	
                Name:
                  Kai Bruning

              
	 	
                Title:
                  Senior Portfolio Manager

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  Deka Investment GmbH

              
	 
	
                Street:
                  Mainzer Landstr. 16

              
	 
	
                City/State/Zip:
                  60325 Frankfurt Germany

              
	 
	
                Attention:
                  Kai Bruning

              
	 
	
                Tel:        49
                  6971472108

              
	 
	
                Fax:        49
                  6971472108

              
	 
	
                Email:    kai.bruning@deka.de

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                NGN
                  Biomed Opportunity I GmbH & Co. Beteiligungs KG

              
	 	 
	
                AUTHORIZED
                  SIGNATORY

              
	
                By:
                  NGN Capital LLC, Managing Limited Partner

              
	 	 
	
                By:
                  

              	
                /s/
                  John R. Costantino

              
	 	
                Name:
                  John R. Costantino

              
	 	
                Title:
                  Managing General Partner

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  NGN Capital LLC

              
	 
	
                Street:
                  369 Lexington Avenue

              
	 
	
                City/State/Zip:
                  New York, NY 10017

              
	 
	
                Attention:
                  Leonard Hirsch, CFO

              
	 
	
                Tel:        212-972-0077

              
	 
	
                Fax:        212-972-0080

              
	 
	
                Email:    lhirsch@NGNcapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                NGN
                  Biomed Opportunity I, L.P.

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  NGN Biomed I GP, L.P., (general partner)

              
	
                By:
                  NGN Capital, LLC, (general partner)

              
	 	 
	
                By:
                  

              	
                /s/
                  John R. Costantino

              
	 	
                Name:
                  John R. Costantino

              
	 	
                Title:
                  Managing General Partner

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o:
                  NGN Capital LLC

              
	 
	
                Street:
                  369 Lexington Avenue

              
	 
	
                City/State/Zip:
                  New York, NY 10017

              
	 
	
                Attention:
                  Leonard Hirsch, CFO

              
	 
	
                Tel:        212-972-0077

              
	 
	
                Fax:        212-972-0080

              
	 
	
                Email:    lhirsch@NGNcapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Joseph
                  P. Slattery

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Joseph P. Slattery

              
	 	
                Name:
                  Joseph P. Slattery

              
	 	
                Title:

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o: ___________________________________________

              
	 
	
                Street:
                  19316 Cissel Manor Drive

              
	 
	
                City/State/Zip:
                  Poolesville, MD 20837

              
	 
	
                Attention: ______________________________________

              
	 
	
                Tel:
                  240-401-8602

              
	 
	
                Fax: ___________________________________________

              
	 
	
                Email:
                  joe@theslatterys.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                John
                  Edward Berriman

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  John Berriman

              
	 	
                Name:
                  John Berriman

              
	 	
                Title:

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o: ___________________________________________

              
	 
	
                Street:
                  Blackrock, Manor Road

              
	 
	
                City/State/Zip:
                  Goring Reading, United Kingdom RG89DP

              
	 
	
                Attention: ______________________________________

              
	 
	
                Tel:     44
                  1491 874110

              
	 
	
                Fax: ___________________________________________

              
	 
	
                Email:
                  john.e.berriman@btinternet.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                Peter
                  Johann

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Peter Johann

              
	 	
                Name:
                  Peter Johann

              
	 	
                Title:
                  Individual

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o: ___________________________________________

              
	 
	
                Street:
                  Ebertstr 12

              
	 
	
                City/State/Zip:
                  Schifferstadt 67105 Germany

              
	 
	
                Attention: ______________________________________

              
	 
	
                Tel:     49
                  176 1007 8990

              
	 
	
                Fax: ___________________________________________

              
	 
	
                Email:
                  p.johann@t-online.de

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                NAME
                  OF INVESTING ENTITY

              
	 
	
                John
                  R. Costantino and Barbara Constantino

              
	
                JTWRS

              
	 
	
                AUTHORIZED
                  SIGNATORY

              
	 	 
	
                By:
                  

              	
                /s/
                  Barbara Costantino

              
	 	
                Name:
                  Barbara Costantino

              
	 	
                Title:

              
	 	 
	
                ADDRESS
                  FOR NOTICE

              
	 
	
                c/o: ___________________________________________

              
	 
	
                Street:
                  2 Sutton Place South

              
	 
	
                City/State/Zip:
                  New York, NY 10022

              
	 
	
                Attention: ______________________________________

              
	 
	
                Tel:     212-912-0077

              
	 
	
                Fax:     212-317-0080

              
	 
	
                Email:
                  jcostantino@ngncapital.com

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        A

       

      PLAN
        OF DISTRIBUTION

      


      We
        are
        registering the shares of Common Stock issued to the selling stockholders
        and
        issuable upon exercise of the warrants issued to the selling stockholders
        to
        permit the resale of these shares of Common Stock by the holders of the shares
        of Common Stock and warrants from time to time after the date of this
        prospectus. We will not receive any of the proceeds from the sale by the
        selling
        stockholders of the shares of Common Stock. We will bear all fees and expenses
        incident to our obligation to register the shares of Common Stock.

      


      The
        selling stockholders may sell all or a portion of the shares of Common Stock
        beneficially owned by them and offered hereby from time to time directly
        or
        through one or more underwriters, broker-dealers or agents. If the shares
        of
        Common Stock are sold through underwriters or broker-dealers, the selling
        stockholders will be responsible for underwriting discounts or commissions
        or
        agent's commissions. The shares of Common Stock may be sold on any national
        securities exchange or quotation service on which the securities may be listed
        or quoted at the time of sale, in the over-the-counter market or in transactions
        otherwise than on these exchanges or systems or in the over-the-counter market
        and in one or more transactions at fixed prices, at prevailing market prices
        at
        the time of the sale, at varying prices determined at the time of sale, or
        at
        negotiated prices. These sales may be effected in transactions, which may
        involve crosses or block transactions. The selling stockholders may use any
        one
        or more of the following methods when selling shares:

       

      
        	
              	·	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits purchasers;

              


      

       

      
        	
              	·	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

       

      
        	
              	·	
                purchases
                  by a broker-dealer as principal and resale by the broker-dealer
                  for its
                  account;

              


      

       

      
        	
              	·	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

       

      
        	
              	·	
                privately
                  negotiated transactions;

              


      

       

      
        	
              	·	
                settlement
                  of short sales entered into after the effective date of the registration
                  statement of which this prospectus is a
                  part;

              


      

       

      
        	
              	·	
                broker-dealers
                  may agree with the selling stockholders to sell a specified number
                  of such
                  shares at a stipulated price per
                  share;

              


      

       

      
        	
              	·	
                through
                  the writing or settlement of options or other hedging transactions,
                  whether such options are listed on an options exchange or
                  otherwise;

              


      

       

      
        	
              	·	
                a
                  combination of any such methods of sale;
                  and

              


      

       

      
        	
              	·	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        selling stockholders also may resell all or a portion of the shares in open
        market transactions in reliance upon Rule 144 under the Securities Act, as
        permitted by that rule, or Section 4(1) under the Securities Act, if available,
        rather than under this prospectus, provided that they meet the criteria and
        conform to the requirements of those provisions.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Broker-dealers
        engaged by the selling stockholders may arrange for other broker-dealers
        to
        participate in sales. If the selling stockholders effect such transactions
        by
        selling shares of Common Stock to or through underwriters, broker-dealers
        or
        agents, such underwriters, broker-dealers or agents may receive commissions
        in
        the form of discounts, concessions or commissions from the selling stockholders
        or commissions from purchasers of the shares of Common Stock for whom they
        may
        act as agent or to whom they may sell as principal. Such commissions will
        be in
        amounts to be negotiated, but, except as set forth in a supplement to this
        Prospectus, in the case of an agency transaction will not be in excess of
        a
        customary brokerage commission in compliance with NASD Rule 2440; and in
        the
        case of a principal transaction a markup or markdown in compliance with NASD
        IM-2440. 

       

      In
        connection with sales of the shares of Common Stock or otherwise, the selling
        stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the shares
        of
        Common Stock in the course of hedging in positions they assume. The selling
        stockholders may also sell shares of Common Stock short and if such short
        sale
        shall take place after the date that this Registration Statement is declared
        effective by the Commission, the selling stockholders may deliver shares
        of
        Common Stock covered by this prospectus to close out short positions and
        to
        return borrowed shares in connection with such short sales. The selling
        stockholders may also loan or pledge shares of Common Stock to broker-dealers
        that in turn may sell such shares, to the extent permitted by applicable
        law.
        The selling stockholders may also enter into option or other transactions
        with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such transaction).
        Notwithstanding the foregoing, the selling stockholders have been advised
        that
        they may not use shares registered on this registration statement to cover
        short
        sales of our common stock made prior to the date the registration statement,
        of
        which this prospectus forms a part, has been declared effective by the
        SEC.

       

      The
        selling stockholders may, from time to time, pledge or grant a security interest
        in some or all of the warrants or shares of Common Stock owned by them and,
        if
        they default in the performance of their secured obligations, the pledgees
        or
        secured parties may offer and sell the shares of Common Stock from time to
        time
        pursuant to this prospectus or any amendment to this prospectus under Rule
        424(b)(3) or other applicable provision of the Securities Act of 1933, as
        amended, amending, if necessary, the list of selling stockholders to include
        the
        pledgee, transferee or other successors in interest as selling stockholders
        under this prospectus. The selling stockholders also may transfer and donate
        the
        shares of Common Stock in other circumstances in which case the transferees,
        donees, pledgees or other successors in interest will be the selling beneficial
        owners for purposes of this prospectus.

       

      The
        selling stockholders and any broker-dealer or agents participating in the
        distribution of the shares of Common Stock may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act in connection with
        such sales. In such event, any commissions paid, or any discounts or concessions
        allowed to, any such broker-dealer or agent and any profit on the resale
        of the
        shares purchased by them may be deemed to be underwriting commissions or
        discounts under the Securities Act. Selling Stockholders who are "underwriters"
        within the meaning of Section 2(11) of the Securities Act will be subject
        to the
        applicable prospectus delivery requirements of the Securities Act including
        Rule
        172 thereunder and may be subject to certain statutory liabilities of, including
        but not limited to, Sections 11, 12 and 17 of the Securities Act and
        Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the
        Exchange Act.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Each
        selling stockholder has informed the Company that it is not a registered
        broker-dealer and does not have any written or oral agreement or understanding,
        directly or indirectly, with any person to distribute the Common Stock. Upon
        the
        Company being notified in writing by a selling stockholder that any material
        arrangement has been entered into with a broker-dealer for the sale of common
        stock through a block trade, special offering, exchange distribution or
        secondary distribution or a purchase by a broker or dealer, a supplement
        to this
        prospectus will be filed, if required, pursuant to Rule 424(b) under the
        Securities Act, disclosing (i) the name of each such selling stockholder
        and of
        the participating broker-dealer(s), (ii) the number of shares involved, (iii)
        the price at which such the shares of Common Stock were sold, (iv) the
        commissions paid or discounts or concessions allowed to such broker-dealer(s),
        where applicable, (v) that such broker-dealer(s) did not conduct any
        investigation to verify the information set out or incorporated by reference
        in
        this prospectus, and (vi) other facts material to the transaction. In no
        event
        shall any broker-dealer receive fees, commissions and markups, which, in
        the
        aggregate, would exceed eight percent (8%). 

       

      Under
        the
        securities laws of some states, the shares of Common Stock may be sold in
        such
        states only through registered or licensed brokers or dealers. In addition,
        in
        some states the shares of Common Stock may not be sold unless such shares
        have
        been registered or qualified for sale in such state or an exemption from
        registration or qualification is available and is complied with.

       

      There
        can
        be no assurance that any selling stockholder will sell any or all of the
        shares
        of Common Stock registered pursuant to the shelf registration statement,
        of
        which this prospectus forms a part.

       

      Each
        selling stockholder and any other person participating in such distribution
        will
        be subject to applicable provisions of the Securities Exchange Act of 1934,
        as
        amended, and the rules and regulations thereunder, including, without
        limitation, to the extent applicable, Regulation M of the Exchange Act, which
        may limit the timing of purchases and sales of any of the shares of Common
        Stock
        by the selling stockholder and any other participating person. To the extent
        applicable, Regulation M may also restrict the ability of any person engaged
        in
        the distribution of the shares of Common Stock to engage in market-making
        activities with respect to the shares of Common Stock. All of the foregoing
        may
        affect the marketability of the shares of Common Stock and the ability of
        any
        person or entity to engage in market-making activities with respect to the
        shares of Common Stock.

       

      We
        will
        pay all expenses of the registration of the shares of Common Stock pursuant
        to
        the registration rights agreement, including, without limitation, Securities
        and
        Exchange Commission filing fees and expenses of compliance with state securities
        or “blue sky” laws; provided,
        however,
        that
        each selling stockholder will pay all underwriting discounts and selling
        commissions, if any and any related legal expenses incurred by it. We will
        indemnify the selling stockholders against certain liabilities, including
        some
        liabilities under the Securities Act, in accordance with the registration
        rights
        agreement, or the selling stockholders will be entitled to contribution.
        We may
        be indemnified by the selling stockholders against civil liabilities, including
        liabilities under the Securities Act, that may arise from any written
        information furnished to us by the selling stockholders specifically for
        use in
        this prospectus, in accordance with the related registration rights agreements,
        or we may be entitled to contribution.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Annex
        B

       

      MICROMET,
        INC.

       

      SELLING
        STOCKHOLDER NOTICE AND QUESTIONNAIRE

      


      The
        undersigned holder of shares of the common stock, par value $0.00004 per
        share
        of Micromet, Inc. (the “Company”)
        issued
        pursuant to a certain Securities Purchase Agreement by and among the Company
        and
        the Purchasers named therein, dated as of September 29, 2008 (the “Agreement”),
        understands that the Company intends to file with the Securities and Exchange
        Commission a registration statement on Form S-3 (the “Resale
        Registration Statement”)
        for
        the registration and the resale under Rule 415 of the Securities Act of 1933,
        as
        amended (the “Securities
        Act”),
        of
        the Registrable Securities in accordance with the terms of the Agreement.
        All
        capitalized terms not otherwise defined herein shall have the meanings ascribed
        thereto in the Agreement. 

      


      In
        order
        to sell or otherwise dispose of any Registrable Securities pursuant to the
        Resale Registration Statement, a holder of Registrable Securities generally
        will
        be required to be named as a selling stockholder in the related prospectus
        or a
        supplement thereto (as so supplemented, the “Prospectus”),
        deliver the Prospectus to purchasers of Registrable Securities (including
        pursuant to Rule 172 under the Securities Act) and be bound by the provisions
        of
        the Agreement (including certain indemnification provisions, as described
        below). Holders must complete and deliver this Notice and Questionnaire in
        order
        to be named as selling stockholders in the Prospectus. Holders
        of Registrable Securities who do not complete, execute and return this Notice
        and Questionnaire within three (3)Trading Days following the date of the
        Agreement (1) will not be named as selling stockholders in the Resale
        Registration Statement or the Prospectus and (2) may not use the Prospectus
        for
        resales of Registrable Securities. 

      


      Certain
        legal consequences arise from being named as a selling stockholder in the
        Resale
        Registration Statement and the Prospectus. Holders of Registrable Securities
        are
        advised to consult their own securities law counsel regarding the consequences
        of being named or not named as a selling stockholder in the Resale Registration
        Statement and the Prospectus. 

       

      NOTICE

       

      The
        undersigned holder (the “Selling
        Stockholder”)
        of
        Registrable Securities hereby gives notice to the Company of its intention
        to
        sell or otherwise dispose of Registrable Securities owned by it and listed
        below
        in Item (3), unless otherwise specified in Item (3), pursuant to the Resale
        Registration Statement. The undersigned, by signing and returning this Notice
        and Questionnaire, understands and agrees that it will be bound by the terms
        and
        conditions of this Notice and Questionnaire and the Agreement. 

      


      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate and complete:


      


      QUESTIONNAIRE

       

      
        1.Name.

      

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling Stockholder:

              


        	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities Listed in Item 3 below are
                  held:

              


        	 	 	 


      

       

       

      
        	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by the
                  questionnaire):

              


        	 	 	 


      

       

       

      2.
        Address for Notices to Selling Stockholder:

       

      
        	 
	 
	 
	
                Telephone: _________________________________________________________________________________________________________________ 

              
	
                Fax: _______________________________________________________________________________________________________________________ 

              
	
                Contact
                  Person: 

              
	
                E-mail
                  address of Contact
                  Person:________________________________________________

              


      

      


      3.
        Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase
        Agreement:

       

      
        	 	
                (a)

              	
                Type
                  and Number of Registrable Securities beneficially owned and issued
                  pursuant to the Agreement:

              


        	 	 	 


        	 	 	 


        	 	 	 


      

       

      
        	 	
                (b)

              	
                Number
                  of shares of Common Stock to be registered pursuant to this Notice
                  for
                  resale:

              


        	 	 	 


        	 	 	 


        	 	 	 


      

       

       

      4.
        Broker-Dealer Status:

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes
         ̈   No
         ̈

       

      
        	
              	(b)	
                If
                  “yes” to Section 4(a), did you receive your Registrable Securities as
                  compensation for  investment
                  banking services to the Company?

              


      

       

      Yes
         ̈   No
         ̈

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	 	
                (c)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes
         ̈   No
         ̈

       

      
        	 	
                Note:

              	
                If
                  yes, provide a narrative explanation
                  below:

              


        	 	 	 


        	 	 	 


      

       

      
        	 	
                (c)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

       

      Yes
         ̈   No
         ̈

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      5.
        Beneficial Ownership of Other Securities of the Company Owned by the Selling
        Stockholder.

       

      Except
        as set forth below in this Item 5, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the Registrable
        Securities listed above in Item 3.

       

      Type
        and
        amount of other securities beneficially owned:

       

      ______________________________________________________________________________________________________________________________

       

      ______________________________________________________________________________________________________________________________

       

      6.
        Relationships with the Company:

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

      ______________________________________________________________________________________________________________________________

      ______________________________________________________________________________________________________________________________


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.
        Plan of Distribution:

       

      The
        undersigned has reviewed the form of Plan of Distribution attached as Annex
        A to
        the Registration Rights Agreement, and hereby confirms that, except as set
        forth
        below, the information contained therein regarding the undersigned and its
        plan
        of distribution is correct and complete.

       

      State
        any
        exceptions here:

      ______________________________________________________________________________________________________________________________

      ______________________________________________________________________________________________________________________________

       

      ***********

       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        and prior to the effective date of any applicable Resale Registration Statement.
        All notices hereunder and pursuant to the Agreement shall be made in writing,
        by
        hand delivery, confirmed or facsimile transmission, first-class mail or air
        courier guaranteeing overnight delivery at the address set forth below. In
        the
        absence of any such notification, the Company shall be entitled to continue
        to
        rely on the accuracy of the information in this Notice and
        Questionnaire.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items (1) through (7) above and the inclusion
        of such information in the Resale Registration Statement and the Prospectus.
        The
        undersigned understands that such information will be relied upon by the
        Company
        in connection with the preparation or amendment of any such Registration
        Statement and the Prospectus.

       

      By
        signing below, the undersigned acknowledges that it understands its obligation
        to comply, and agrees that it will comply, with the provisions of the Exchange
        Act and the rules and regulations thereunder, particularly Regulation M in
        connection with any offering of Registrable Securities pursuant to the Resale
        Registration Statement. The undersigned also acknowledges that it understands
        that the answers to this Questionnaire are furnished for use in connection
        with
        Registration Statements filed pursuant to the Registration Rights Agreement
        and
        any amendments or supplements thereto filed with the Commission pursuant
        to the
        Securities Act.

       

      The
        undersigned hereby acknowledges and is advised of the following Interpretation
        A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations
        regarding short selling:

       

      “An
        Issuer filed a Form S-3 registration statement for a secondary offering of
        common stock which is not yet effective. One of the selling stockholders
        wanted
        to do a short sale of common stock “against the box” and cover the short sale
        with registered shares after the effective date. The issuer was advised that
        the
        short sale could not be made before the registration statement become effective,
        because the shares underlying the short sale are deemed to be sold at the
        time
        such sale is made. There would, therefore, be a violation of Section 5 if
        the
        shares were effectively sold prior to the effective date.”


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      By
        returning this Questionnaire, the undersigned will be deemed to be aware
        of the
        foregoing interpretation.

       

      I
        confirm
        that, to the best of my knowledge and belief, the foregoing statements
        (including without limitation the answers to this Questionnaire) are
        correct.

       

      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Questionnaire to be executed and delivered either in person or by its duly
        authorized agent.

       

      
        	
                Dated: ____________________________

              	 	
                Beneficial
                  Owner: _______________________________________________

              
	 	 	 	 
	 	 	
                By:

              	___________________________________________________
	 	 	 	
                Name:

              
	 	 	 	
                Title:

              


      

      


      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
        THE ORIGINAL BY OVERNIGHT MAIL, TO:

      


      David
        W.
        Stadinski

      Piper
        Jaffray & Co. 

      150
        East
        42nd
        Street,
        35th
        Floor

      New
        York,
        New York 10017

      Tel:
        (212) 284-9572

      Fax:
        (212) 284-9579

      Email:
        david.w.stadinski@pjc.com