Exhibit
10.28


 


Amended
and Restated Exclusive IP Marketing Agreement


 


This
Amended and Restated Exclusive IP Marketing Agreement (“Agreement”)
is made and entered into as of June 28, 2004 (the “Amendment
Date”) and is hereby made effective as of April 9, 2002 (the
“Effective Date”),
by and between Micromet AG, having its principal offices at Staffelseestrasse 2, 81477 Munich, Germany (“Micromet”),
and Enzon Pharmaceuticals, Inc., having its principal offices at 685 Route 202/206, Bridgewater, New
Jersey 08807, USA (“Enzon”).
Micromet and Enzon each may be referred to herein individually
as a “Party,” or collectively as the “Parties.”


 


Whereas,
the Parties have entered into that certain Exclusive IP Marketing Agreement, dated as of the Effective Date (the “Original
Marketing Agreement”), pursuant to which the Parties
have entered an arrangement whereby Micromet had the exclusive right to market certain patents on behalf of both Parties under
the terms and conditions therein set forth;


 


Whereas,
the Parties desire to amend and restate the Original Marketing Agreement to reflect certain amendments agreed upon
in connection with the amendment and restatement of that certain Amended and Restated Collaboration Agreement between Micromet
and Enzon dated as of the Effective Date (the “Collaboration
Agreement”) and that certain Amended and Restated Cross-License Agreement between Micromet and Enzon dated as of the
Effective Date (the “Cross-License Agreement”);


 


Now,
therefore, in consideration
of the foregoing premises and the mutual promises and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:


 


		1.	Definitions



 


When
used in this Agreement, capitalized terms will have the meanings as defined below and throughout the Agreement. Unless the context
indicates otherwise, the singular will include the plural and the plural will include the singular.


 


1.1          “Actual
Expenses” has the meaning assigned to it in section 3.2.2.


 


1.2          “Affiliate”
means a legal entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with a Party. For purposes of this definition only, “control” and, with correlative meanings, the terms
“controlled by” and “under common control with” means (a) the possession, directly or indirectly, of the
power to direct the management or policies of a legal entity, whether through the ownership of voting securities or by contract
relating to voting rights or corporate governance, or (b) the ownership, directly or indirectly, of more than 50% of the voting
securities or other ownership interest of a legal entity; provided that, if local law restricts foreign ownership, control will
be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by
foreign interests. “Current Affiliate” means
an Affiliate as of the Effective Date.


 




     

     


    

 


1.3          “Antigen”
means any structure with binding affinity to antibody variable domains.


 


1.4          “BiTE
Product” has the meaning assigned to it in the Cross-License Agreement, which definition is hereby incorporated
in this Agreement by reference.


 


1.1          “BiTE
Research Product” has the meaning assigned to it
in the Cross-License Agreement, which definition is hereby incorporated in this Agreement by reference.


 


1.5          “Collaboration
Agreement” has the meaning set forth in the Recitals to this Agreement.


 


1.6          “Consolidated
Patent License” has the meaning assigned to it in section 2.1.


 


1.7          “Consolidated
Patent Portfolio” means the combined intellectual property portfolio consisting of the Enzon Licensed Patents
and the Micromet Licensed Patents.


 


1.8          “Enzon
License” means the license granted by Enzon to Micromet pursuant to section 2.2.1 of the Cross License Agreement,


  


1.9           “Enzon
Licensed Patents” has the meaning assigned to it in section 1
of the Cross-License Agreement (which definition and the definitions of the terms used therein are hereby incorporated
herein by reference), but will exclude for purposes of this Agreement any such Patents claiming inventions primarily directed
to Pegylation.


 


1.10         “Enzon
Pipeline Product” means any Licensed Product, other than a BiTE Product or BiTE Research Product, as to which
(a) Enzon obtains or retains commercialization rights (whether exclusive or co-exclusive) in one or more Major Market Countries,
or (b) Enzon or any of its Current Affiliates has filed or will file an IND in its own name. As used herein, “Major
Market Country” means the United States of America, England, France, Germany, Italy, Spain, and Japan.


 


1.11        “Enzon
Targets” means Antigens that are the (i) subject of Target/Antibody Research by Enzon or its Affiliates, (ii)
subject of further, diligently conducted on-going research by Enzon or its Affiliates, or (iii) target of or binding site for
an Enzon Pipeline Product that is in commercial development, clinical trials, or being marketed by Enzon, its Affiliates, or their
licensees or marketing partners.


 


1.12        “Existing
License Agreement” has the meaning assigned to it in section 2.7.


 


1.13        “Exploit”
or “Exploitation” means to make, have made,
import, use, sell, offer for sale, or otherwise dispose of a product, including all discovery, research, development, registration,
modification, enhancement, improvement, manufacture, storage, formulation, exportation, transportation, distribution, promotion
and marketing activities related thereto.


 


1.14        “FTE”
means the equivalent of a total of 1600 hours per year of business development and related administrative work and travel
directly related to the sourcing and negotiation of Third Party License Agreements carried out by a qualified Micromet employee
or consultant.


 




    2.


     


    

 


1.15        “FTE
Cost” means US$275,000 per FTE per annum, as adjusted on the first day of each calendar year based on: (a) any
increase in the German consumer price index that has occurred in the preceding calendar year, and (b) any change in the conversion
rate between the Euro and the US Dollar in the preceding calendar year.


 


1.16        “Licensed
Product” has the meaning assigned to it in section 1 of the Cross-License Agreement (which definition and the
definitions of the terms used therein are hereby incorporated herein by reference).


 


1.17        “Licensing
Revenue” means the license fees, milestone payments and royalties received by Micromet in connection with Third
Party License Agreements.


 


1.18        “Micromet
Licensed Patents” has the meaning assigned to it in section 1 of the Cross-License Agreement (which definition
and the definitions of the terms used therein are hereby incorporated herein by reference).


 


1.19        “Micromet
Pipeline Product” means any Licensed Product as to which (a) Micromet obtains or retains commercialization
rights (whether exclusive or co-exclusive) in one or more Major Market Countries, or (b) Micromet or its Current Affiliates has
filed or will file an IND
in its own name. As used herein, “Major Market Country”
means the United States of America, England, France, Germany, Italy, Spain, and Japan.


 


1.20        “Non-Human
SCA Product” has the meaning assigned to it in the Cross-License Agreement, which definition is hereby incorporated
in this Agreement by reference.


 


1.21        “Patents”
means (a) all patents and patent applications in any country or supranational jurisdiction, and (b) any substitutions, divisions,
continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary
protection certificates and the like, and any provisional applications, of any such patents or patent applications.


 


1.22        “Pegylation,”
with a correlative meaning for “Pegylated,” means the conjugation (covalent chemical bonding) of PEG (including
but not limited to conjugation through linking groups) with or to other materials, including but not limited to Single Chain Antibodies.
“Pegylation” will include the synthesis, derivatization, characterization, and modification of PEG for such purposes,
together with the synthesis, derivatization, characterization, and modification of the raw materials and intermediates for the
manufacture of PEG reagents or products incorporating such PEG reagents by means of conjugation, and all methods of making and
using each and all of the foregoing. For clarity, Pegylation will not include the attachment of PEG with or to other materials
by means other than conjugation. As used in this definition, “PEG”
means polyethylene glycol and derivatives thereof, including methoxy-polyethylene glycol.


 


1.23        “Research
Collaboration” means the research collaboration between Enzon and Micromet conducted pursuant to the Collaboration Agreement.


 




    3.


     


    

 


1.24        “Research
Product” has the meaning assigned to it in the Cross-License Agreement, which definition is hereby incorporated
in this Agreement by reference.


 


1.25        “SCA
Product” has the meaning assigned to it in the Cross-License Agreement, which definition is hereby incorporated
in this Agreement by reference.


 


1.26        “Single
Chain Antibody” means a single chain polypeptide having binding affinity for an antigen and a defined amino acid
sequence whereby such polypeptide comprises (i) a first polypeptide segment having a light chain variable region, (ii) a second
polypeptide having a heavy chain variable region, and (iii) at least one peptide linker linking the first and second polypeptides
into a single chain polypeptide.


 


1.27        “Target/Antibody
Research” means diligently conducted, on-going research activities directed towards the identification and optimization
of Antigens or Single Chain Antibodies binding to such Antigens for which a Party is expending its own funds in conducting such
research activities, which funds have not been received directly or indirectly from a Third Party biotechnology or pharmaceutical
company to fund or otherwise sponsor such research.


 


1.28        “Third
Party” means any party other than Micromet, Enzon or their respective Affiliates.


 


1.29        “Third
Party License Agreement” means any agreement between Micromet and a Third Party other than an Existing License
Agreement that includes a license or sublicense under the Patents within the Consolidated Patent Portfolio.


 


1.30        
“Third Party SCA Product” means any SCA Product or Non-Human SCA Product that is not a Micromet Pipeline
Product or Enzon Pipeline Product.


 


		2.	Marketing
                                         Of The Consolidated Patent Portfolio



 


2.1          Grant
of Right to Sublicense. During the term of this Agreement and subject to the limitations in this section 2, Enzon hereby
grants to Micromet the exclusive, worldwide right and license under the Enzon Licensed Patents to grant nonexclusive sublicenses
under the Enzon License to Exploit Third Party SCA Products and Research Products (each such sublicense and license, a “Consolidated
Patent License”).


 


2.2           Antigen-Specific
License Grants. Micromet will grant Consolidated Patent Licenses for SCA Products only on an individual Antigen-by-Antigen
basis, with each such license specifying by recognized name or other unique identification the single Antigen that is the subject
of such license. For clarification, the preceding sentence prohibits the grant of Consolidated Patent Licenses for more than one
Antigen in a single Consolidated Patent License and prohibits the grant of such license for a genus of Antigens.


 


2.3
          Adverse Parties in Litigation.


 


2.3.1      As
of the Effective Date, Enzon will provide Micromet with a complete list of all actions for infringement of a patent owned or licensed
by Enzon or Enzon’s Affiliates, and any action against Enzon or Enzon’s Affiliates for infringement of a patent owned
or licensed by a Third Party or such Third Party’s Affiliates (“Pending
Litigation”). Thereafter, during the term of this Agreement, Enzon
will update such list promptly after the initiation of any new actions, and the settlement or other final disposition of any Pending
Litigation, and will provide such updated list to Micromet.


 




    4.


     


    

 


2.3.2       Micromet
will not grant a Consolidated Patent License to any Third Party or an Affiliate of any Third Party of which Micromet was informed
that such party is a party to a Pending Litigation except as provided for in section 2.10.


 


2.4          Enzon
Targets. Micromet will not grant any Consolidated Patent Licenses with respect to Antigens that are Enzon Targets. A list
of the Enzon Targets is annexed as Appendix A hereto. Enzon
may inform Micromet in writing of any additional Antigens that qualify as Enzon Targets after the Effective Date. In addition,
Enzon will promptly inform Micromet if and when an Antigen listed on Appendix
A no longer qualifies as an Enzon Target. Appendix A will
be deemed amended upon receipt by Micromet of such written notices. Enzon will provide Micromet upon request with a written certification
subscribed by an officer of the company that any particular Enzon Target listed on Appendix
A continues to qualify as an Enzon Target, provided that Micromet will not make more than one such request in any six-month
period.


 


2.5          Marketing
Plan and Budget Within 30 days of the Effective Date for the remainder of 2002, and not less than 30 days prior to
the end of this and any subsequent calendar year during the term of this Agreement, Micromet and Enzon will meet and agree on
a plan for marketing activities to be performed by Micromet for the remainder of 2002, and the following calendar years, respectively
(the “Marketing Plan”).
Each Marketing Plan will include a reasonably detailed budget of the FTE levels and the out-of-pocket costs and
expenses expected to be incurred by Micromet in connection with the performance of the Marketing Plan (“Marketing
Budget”).


 


2.6          Marketing
Diligence. Micromet will use commercially reasonable efforts to execute the Marketing Plan for the calendar year in
question, including without limitation, (i) diligently responding to inquiries of Third Parties interested in obtaining a
Consolidated Patent License and engaging in the process of discussing and negotiating the potential terms, term sheets,
and if appropriate, license agreements with such Third Parties; and (ii) keeping Enzon informed on a regular basis on the status
of any ongoing discussions or negotiations. Each Third Party License Agreement may include, as negotiated and agreed to between
Micromet and the Third Party, a license under (i) a single patent in the Consolidated Patent Portfolio, (ii) any group or combination
of patents in the Consolidated Patent Portfolio, or (iii) the entire Consolidated Patent Portfolio. Notwithstanding the Marketing
Plan, if at any time during the negotiation process Micromet determines in its reasonable business judgment that it does not wish
to proceed with the negotiation and execution of any Third Party License Agreement, Micromet will have the right to terminate
such discussion or negotiation and not execute such Third Party License Agreement.


 




    5.


     


    

 


2.7          Existing
License Agreements. The license agreements between one of the Parties and Third Parties listed in Appendix
B (“Existing License Agreements”) that are in effect as of the Effective Date will not be included as Third
Party License Agreements under this Agreement. Any renegotiation of an Existing License Agreement and any partial or complete
amendment of an Existing License Agreement will be the responsibility of the Party who is the original licensor under such agreement.
For the avoidance of doubt, Micromet will be free to negotiate and execute license agreements with respect to Micromet Licensed
Patents with Third Parties who are licensees of Enzon under Existing License Agreements. In no event will the grant of any sublicense
under the Enzon License to a Third Party by Micromet relieve such Third Party from any obligations under an Existing License Agreement
with Enzon or supercede any such agreement, and Micromet will not enter into any agreement with a Third Party that does or purports
to do so.


 


2.8     
     Minimum Financial
Terms.


 


2.8.1       Micromet
will grant Consolidated Patent Licenses only in consideration of Licensing Revenues that are paid in cash or cash-equivalents.
Micromet will not grant a Consolidated Patent License in connection with or in contemplation of any transaction or relationship
with a Third Party that results in consideration, remuneration, or other benefit to Micromet other than cash or cash-equivalent
Licensing Revenue that is subject to division with Enzon.


 


2.8.2       For
purposes of this section 2.8, equity securities will be deemed a cash- equivalent consideration if Micromet has the ability to
transfer to Enzon, and does in fact transfer to Enzon, 50% of such securities along with any registration and stockholder rights
related thereto, provided that notwithstanding the provisions of section 3 concerning the timing of payments from Micromet to
Enzon, any such transfer will take place immediately upon Micromet’s receipt of such securities.


 


2.9          Comfort
Letter. Within 7 business days of receipt of a written request from Micromet, which will include a draft of a proposed
Third Party License Agreement, either in executable form or in a form which will be materially and substantially similar to the
executed Third Party License Agreement, Enzon will provide Micromet with a written confirmation that such draft Third Party License
Agreement complies with the terms of this Agreement if it does comply with the terms of this Agreement, including without limitation,
the requirements and limitations of this section 2. If within such 7-day period, Enzon does not respond, Enzon will be deemed
to have consented to the proposed Third Party License Agreement. Within 30 days of the date of execution of a Third Party License
Agreement, Micromet will deliver to Enzon a copy of such executed agreement.


 


2.10        Resolution
of Third Party Claims. If Enzon or its Affiliates are sued for patent infringement or threatened with suit by a Third
Party, Enzon may request Micromet to assist Enzon in settling such lawsuit by granting said Third Party a Consolidated Patent
License. If the Third Party agrees to settle the suit in exchange for such license, then Micromet will grant such license provided
that (i) Micromet will have the right to retain 100% of the Licensing Revenue, and (ii) Micromet may instead of granting such
license make other arrangements with the Third Party to settle such suit (except that no such arrangements will require any payments
or other consideration by Enzon without Enzon’s prior written consent).


 




    6.


     


    

 


		3.	Financial
                                         Terms



 


3.1         Sharing
of Net Revenues.


 


3.1.1       Each
Party will be entitled to an equal 50% share of all Licensing Revenue. The Parties agree that any Licensing Revenue received by
Micromet during the term of the Collaboration (as defined in the Collaboration Agreement) will be held by Micromet in separate
accounts for purposes of funding the Collaboration. Upon termination of the Collaboration pursuant to the terms of the Collaboration
Agreement, or at such other time as may be mutually agreed by the Parties, Micromet will pay to Enzon all
remaining Licensing Revenue held by Micromet in the account containing Enzon’s share of Licensing Revenue.


 


3.1.2      Within
30 days of the conclusion of each calendar quarter during which Micromet received any Licensing Revenues, Micromet will provide
to Enzon a written report showing the amounts received from Third Parties and a copy of any reports and other documentation submitted
by such Third Parties in connection with the payment made to Micromet.


 


3.1.3       If
Micromet is required, pursuant to Third Party License Agreements, to credit back to Third Parties any Licensing Revenues as a
result of adjustment mechanisms contained in such Third Party License Agreements, e.g.,
audit provisions, Micromet will be entitled to credit the amount of the overpayment by such Third Party against future
Licensing Revenues collected from such Third Party pursuant to the applicable Third Party License Agreement; provided,
that if the adjustment mechanism of a Third Party License Agreement obligates Micromet to credit back Licensing Revenues in the
form of cash payments, Micromet may make any repayments due from Micromet to the Third Party from the Licensing Revenues held
in separate accounts pursuant to section 3.1.1 above; and provided,
further, that if the amount held in such separate accounts
pursuant to section 3.1.1 is not sufficient to cover the amount due to the Third Party, Enzon will pay Micromet 50% of any amounts
paid by Micromet to the Third Party that exceed the amount held in the separate accounts, such payment to Micromet to be made
within 30 days of Micromet’s payment to such Third Party. Notwithstanding the preceding sentences of this section, Micromet
will use its commercially reasonable efforts in negotiating such Third Party License Agreements to provide that any such adjustment
mechanisms resolve overpayments via credit as opposed to cash refunds.


 


3.1.4       For
purposes of clarification, Third Party SCA Products developed and commercialized under Third Party License Agreements that are
entered into by Micromet pursuant to this Agreement and thus subject to revenue sharing under this section 3 will not be subject
to the milestones and royalties under the Cross-License Agreement.


 


3.2         Reimbursement
Of Expenses.


 


3.2.1      Each
Party will bear 50% of (i) the aggregate FTE Costs reasonably incurred by Micromet in executing the Marketing Plan (e.g.,
business development, contract administration); and (ii) out-of-pocket expenses incurred by Micromet directly in connection
therewith (e.g., travel expenses for meetings with potential
licensees, legal fees for drafting license agreements).




    7.


     


    

 


3.2.2      Enzon
will pay its 50% share of the Marketing Budget for each year in 4 equal installments no later than the first day of each calendar
quarter. For the calendar year 2002 the 50% share will be paid in 2 equal installments no later than the first day of each remaining
calendar quarter. Within 60 days of the last day of each calendar year, Micromet will provide Enzon with a statement setting forth
the actual level of FTE efforts and actual costs and expenses for the calendar year in question (“Actual Expenses”),
together with receipts, credit card bills and other appropriate supporting documentation. To the extent the Actual Expenses exceed
the amounts paid by Enzon for the year in question pursuant to this section, Enzon will pay Micromet its 50% share of the difference
within 30 days of receipt of the statement of Actual Expenses, provided that, if the Actual Expenses exceed the Marketing Budget
by more than 20%, Enzon will have no obligation to make such payment unless during the year in question Micromet advised Enzon
of an anticipated overrun and obtained Enzon’s written consent to pay its share of same, which such consent will not be
unreasonably withheld or delayed. To the extent the Actual Expenses are less than the amounts paid by Enzon for the year in question
pursuant to this section, the difference will be credited against the next quarterly installment(s) to be paid by Enzon for the
following calendar year.


 


3.3          Payment
Method. All amounts due hereunder will be paid in US Dollars by wire transfer in immediately available funds to an account
designated by the receiving Party. Any payments or portions thereof due hereunder which are not paid on the date such payments
are due will bear interest from the due date until the date of payment at the rate which is the lower of (i) 2% over the overnight
London Interbank Offering Rate in effect on the due date or (ii) the highest rate permitted by applicable law, calculated on the
number of days such payment is delinquent, compounded monthly.


 


3.4          Records
Retention. Each Party will maintain complete and accurate books, records and accounts in sufficient detail to confirm the
accuracy of any payments required hereunder, which books, records and accounts will be retained by such Party until 3 years after
the end of the period to which such books, records and accounts pertain.


 


3.5          Audit.
Each Party will have the right to have an independent certified public accounting firm of internationally recognized
standing, reasonably acceptable to the auditing Party, to have access during normal business hours, and upon reasonable prior
written notice, to such of the records of the other Party as may be reasonably necessary to verify the accuracy of information
needed to calculate payments required hereunder (“Payment Information”)
for any calendar quarter ending not more than 36 months prior to the date of such request; provided,
however, that the auditing Party will not have the right
to conduct more than one such audit in any 12-month period. The accounting firm will disclose to both Parties whether such Payment
Information is correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs
of such audit, unless the audit reveals an underpayment of more than 5% from the reported Payment Information, in which case the
other Party will bear the cost of the audit.


 


3.6          Payment
of Additional Amounts. If, based on the results of any audit, additional payments are owed by a Party under this Agreement,
such Party will make such additional payments promptly after the accounting firm’s written report is delivered to both Parties.
If, based on the results of any audit, payments made by a Party hereunder exceeded payments indicated by the audit as being due,
such excess will be credited against future amounts owed by the applicable Party hereunder.


 




    8.


     


    

 


3.7          Confidentiality.
Each Party will treat all information subject to review under this section 3 in accordance with the confidentiality
provisions of section 5 and will cause its accounting firm
to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to maintain
all such financial information in confidence pursuant to such confidentiality
agreement.


 


		4.	Defense
                                         of Patent Rights.



 


Each
Party will have the right to bring actions against Third Parties infringing such Party’s Patents as provided in the Cross-License
Agreement. Notwithstanding, prior to bringing any such action, the Parties will meet to discuss the appropriate strategy for enforcing
their Patents, and may agree to share the costs of and the damage awards resulting from such actions.


 


		5.	Confidentiality.



 


5.1         Definition.
“Confidential Information” means any information disclosed by one Party to the other as required by or
in the performance under the terms of this Agreement.


 


5.2         Exclusions.


 


5.2.1      Notwithstanding
the foregoing, information of a Party will not be deemed Confidential Information with respect to a receiving Party for purposes
of this Agreement if such information:


 


(a)          was
already known to the receiving Party or its Affiliates, other than under an obligation of confidentiality or non-use, at the time
of disclosure to the receiving Party;


 


(b)          was
generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or was
otherwise part of the public domain, at the time of its disclosure to the receiving Party;


 


(c)          became
generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise
became part of the public domain, after its disclosure to the receiving Party through no fault of or breach of its obligations
under this section 5 by the receiving Party;


 


(d)          was
disclosed to the receiving Party other than under an obligation of confidentiality or non-use, by a Third Party who had no obligation
to the Party that Controls such information and know-how not to disclose such information or know-how to others; or


 


(e)          was
independently discovered or developed by the receiving Party or its Affiliates, as evidenced by their written records, without
the use of, and by personnel who had no access to, Confidential Information belonging to the Party that Controls such information
and know-how.




    9.


     


    

 


5.2.2      Specific
aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of a Party
merely because the Confidential Information is embraced by more general information in the public domain or in the possession
of such Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession
of a Party merely because individual elements of such Confidential Information are in the public domain or in the possession of
such Party unless the combination and its principles are in the public domain or in the possession of such Party.


 


5.3         Disclosure
and Use Restriction. Except as expressly provided herein, the Parties agree that, for the Term and for 5 years thereafter,
each Party and its Affiliates and sublicensees will keep completely confidential and will not publish or otherwise disclose any
Confidential Information of the other Party, its Affiliates or sublicensees.


 


5.4         Authorized
Disclosure. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure
is:


 


5.4.1       made
in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction;
provided, however,
that such Party will first have given notice to such other Party and given such other Party a reasonable opportunity to quash
such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of
such order be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes
for which the order was issued; provided, further, and that if a disclosure order is not quashed or a protective
order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited
to that information which is legally required to be disclosed in response to such court or governmental order;


 


5.4.2       otherwise
required by law; provided, however,
that the disclosing Party will provide such other Party with notice of such disclosure in advance thereof to the extent practicable;


 


5.4.3       made
by such Party, in connection with the performance of this Agreement, to Affiliates, permitted sublicensees, employees, consultants,
representatives or agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least
equivalent in scope to those set forth in this section 5; or


 


5.4.4       made
by such Party to existing or potential acquirers or merger candidates; existing or potential pharmaceutical collaborators (to
the extent contemplated hereunder); investment bankers; existing or potential investors, venture capital firms or other financial
institutions or investors for purposes of obtaining financing; or Affiliates, each of whom prior to disclosure must be bound by
obligations of confidentiality and non-use at least equivalent in scope to those set forth in this section 5. Notwithstanding
this section 5.4.4, neither Party will disclose any item of the other Party’s Confidential Information to any existing or
potential acquirer or merger partner that is substantially involved in the Exploitation of Antibodies without first providing
such other Party with reasonable advance written notice of each such disclosure.


 




    10.


     


    

 


5.5         Use
of Name. Neither Party will make public use of the other Party’s name except (a) in connection with announcements and
other permitted disclosures relating to this Agreement and the activities contemplated hereby, (b) as required by applicable law,
and (c) otherwise as agreed in writing by such other Party.


 


5.6         Press
Releases.


 


5.6.1       The
Parties will make a joint press release regarding the execution
of this Agreement, the final form of which will be subject to approval of both Parties prior to its release to the public. For
subsequent press releases and other written public disclosures relating to this Agreement or the Parties’ relationship hereunder
(“Proposed Disclosures”), each Party will use reasonable efforts to submit to the other Party a draft of such
Proposed Disclosures for review and comment by the other Party at least five (5) full business days prior to the date on which
such Party plans to release such Proposed Disclosure, and in any event will submit such drafts at least 24 hours prior to the
release of such Proposed Disclosure, and will review and consider in good faith any comments provided in response.


 


5.6.2       If
a Party is unable to comply with the foregoing 24-hour notice requirement because of a legal obligation or stock exchange requirement
to make more rapid disclosure, such Party will not be in breach of this Agreement but will in that case give telephone notice
to a senior executive of the other Party and provide a draft disclosure with as much notice as possible prior to the release of
such Proposed Disclosure.


 


5.6.3       A
Party may publicly disclose without regard to the preceding requirements of this section 5.6 information that was previously disclosed
in a Proposed Disclosure that was in compliance with such requirements.


 


5.6.4       The
requirements of this section 5.6 will not apply to public disclosures, written or otherwise regarding a Party’s Pipeline
Products that do not specifically refer to this Agreement or the Parties’ relationship hereunder.


 


5.7         Terms
of Agreement to be Maintained in Confidence. Subject to the provisions of this section 5, including the exception for any
public disclosures made in compliance with the terms of section 5.6, the Parties agree that the terms of this Agreement are confidential
and will not be disclosed by either Party to any Third Party (except to a Party’s professional advisor) without advance
written permission of the other Party, provided that either Party may make any filings of this Agreement required by law or regulation
in any country so long as such Party uses its reasonable efforts to obtain confidential treatment for portions of this Agreement
as available, consults with the other Party, and permits the other Party to participate, to the extent practicable, in seeking
a protective order or other confidential treatment, and further provided that either Party may disclose the terms of this Agreement
to a Third Party (and its professional advisors) when such disclosure is reasonably necessary in connection with (i) the grant
of a license or sublicense of the licensed Patents to such Third Party, (ii) a merger, acquisition, placement, investment, or
other such transaction with such Third Party, or (iii) the sale of securities to or other financing from such Third Party or a
financing underwritten by such Third Party, in which case disclosure may be made to any person or entity to whom such Third Party
sells such securities (and its professional advisers). Advance written permission for disclosure will not be required when a Party
is ordered to disclose information concerning the Agreement by a competent tribunal or such disclosures are required by law, regulation,
or stock exchange rules, except that such Party will make all reasonable efforts to limit any disclosure as may be required in
the course of legal proceedings by entry of an appropriate protective and confidentiality order, and will provide the other Party
with as much advance notice of such circumstances as is practicable.


 




    11.


     


    

 


		6.	Term
                                         And Termination



 


6.1         Term.
This Agreement will be effective as of the Effective Date and will expire upon the expiration of the last-to-expire
Patent within the Consolidated Patent Portfolio.


 


6.2         Termination
for Material Breach.


 


6.2.1       Any
material failure by a Party to comply with any of its material obligations contained herein (“Default”) will
entitle the Party not in default to give to the Party in Default written notice specifying the nature of the Default, requiring
the defaulting Party to make good or otherwise cure such Default.


 


6.2.2       If
such Default is not cured within 30 days after the receipt of notice pursuant to section 6.2.1 above (or, if such Default cannot
be cured within such 30-day period, if the Party in Default does not commence actions to cure such Default within such 30-day
period and thereafter diligently continue such actions or if such Default is not otherwise cured within 180 days after the receipt
of such notice, except in the case of a payment Default, as to which the defaulting Party will have only a 30-day cure period),
the Party not in Default will be entitled, on written notice to the other Party and without prejudice to any of its other rights
conferred on it by this Agreement to seek a determination by a court of competent jurisdiction, in accordance with the procedures
set forth in section 9.4 hereof, that such Default constitutes a material breach of this Agreement for which termination of this
Agreement is authorized by law (such determination a “Finding
of Justifiable Termination”).


 


6.2.3      Upon
a Finding of Justifiable Termination, the Party not in default will be entitled, in addition to any other remedies available to
it by law or in equity, to terminate this Agreement, unless the breaching Party has cured such Default within 30 days after delivery
of the Finding of Justifiable Termination.


 


6.3         Termination
of Cross License Agreement. This Agreement will terminate upon any expiration or termination of the Cross-License Agreement.


 


6.4         Termination
at Will. If this Agreement is still in effect upon expiration of the Research Term (as defined in the Collaboration
Agreement), then either Party may terminate this Agreement, for any reason or no reason at all, on written notice to the other
Party, such written notice to be effective 30 days after service of notice upon the other Party. After service of notice of termination
by Micromet upon Enzon, or Micromet’s receipt of notice of termination by Enzon, Micromet will not initiate any negotiations
regarding further licenses under this Agreement, but may conclude any negotiations that have been initiated.


 




    12.


     


    

 


6.5         Effect
of Expiration or Termination on Third Party License Agreements. Except
as otherwise provided in the Cross-License agreement, any Third Party License Agreements in effect as of the date of any expiration
or termination of this Agreement will survive any expiration or termination of this Agreement, until expiring or terminated in
accordance with their terms.


 


6.6         Obligations
Continue. Termination of this Agreement will not relieve the
Parties of any obligation accruing prior to such expiration or
termination. The provisions of sections 3, 5 (except
5.6), 6.5, 6.6, 7, 8 and 9
will survive termination of this Agreement. For
avoidance of doubt, the Licensing Revenue sharing obligations of section 3.1
will survive after termination of this Agreement.


 


		7.	Indemnification
                                         And Insurance



 


7.1         Indemnification
of Micromet. Enzon will indemnify Micromet,
its Affiliates, and their respective directors, officers, employees and agents, and defend and save each of them harmless, from
and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses)
in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”)
by Third Parties arising from or occurring as a result of or in connection with any claim or action brought or taken by
Enzon against a Third Party that is a party to a Third Party License Agreement.


 


7.2         Indemnification
of Enzon. Micromet will indemnify Enzon, its Affiliates, and their respective directors, officers, employees and agents,
and defend and save each of them harmless, from and against any and all Losses by Third Parties arising from or occurring as a
result of or in connection with Micromet’s activities under this Agreement.


 


7.3         Indemnification
Procedure.


 


7.3.1       Notice
of Claim. The indemnified Party will give the indemnifying Party (the “Indemnifying
Party”) prompt written notice (an “Indemnification
Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request
for indemnification under section 7.1
or section 7.2, but in no event
will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification
Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and
amount of such Loss are known at such time). The indemnified Party will furnish promptly to the indemnifying Party copies of all
papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates
or their respective directors, officers, employees and agents (collectively, the “Indemnitees”
and each an “Indemnitee”) will be
made solely by such Party to this Agreement (the “Indemnified
Party”).


 


7.3.2       Third
Party Claims. The obligations of an Indemnifying Party under this section 8 with respect to Losses arising from claims
of any Third Party that are subject to indemnification as provided for in section
7.1 or 7.2
(a “Third Party Claim”) will be
governed by and be contingent upon the following additional terms and conditions:


 




    13.


     


    

 


		(a)	Control
                                         of Defense.



 


(i)          At
its option, the Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified
Party within 30 days after the Indemnifying Party’s receipt of an Indemnification Claim Notice.


 


(ii)         Upon
assuming the
defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any
legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim,
the Indemnified Party will immediately deliver to the Indemnifying Party all original notices and documents (including court papers)
received by any Indemnitee in connection with the Third Party Claim. Should the Indemnifying Party assume the defense of a Third
Party Claim, the Indemnifying Party will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses
subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of
the Third Party Claim.


 


(b)           Right
to Participate in Defense. Without limiting section 7.3.2(a), any Indemnitee will be entitled to participate in, but
not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically
authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel
in accordance with section 7.3.2(a) (in which case the Indemnified Party will control the defense).


 


(c)           Settlement.
With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and
that will not result in the Indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect the
business of the Indemnitee in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation
to indemnify the Indemnitee hereunder, the Indemnifying
Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such
Loss, on such terms as the Indemnifying
Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said
Indemnified Party will be liable to pay prior to the time prior to the entry of judgment. With respect to all other Losses in
connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance
with section 7.3.2(a), the Indemnifying Party will have authority
to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior
written consent of the Indemnified Party (which consent will be at the Indemnified Party’s sole and absolute discretion).
The Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without
the written consent of the Indemnifying Party. Regardless of whether the Indemnifying Party chooses to defend or prosecute any
Third Party Claim, no Indemnitee will admit any liability with respect to, or settle, compromise or discharge, any Third Party
Claim without the prior written consent of the Indemnifying Party.


 




    14.


     


    

 


(d)          Cooperation.
Regardless of whether the Indemnifying Party chooses
to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in
the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend
such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith.
Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention
by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees
and other employees and agents available on a mutually convenient basis to provide additional information and explanation of
any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable
out-of-pocket expenses in connection therewith.


 


7.4          Expenses.
Except as provided above, the reasonable and verifiable costs and expenses, including fees and disbursements of counsel,
incurred by the Indemnified Party in connection with any claim will be reimbursed on a calendar quarter basis by the Indemnifying
Party, without prejudice to the Indemnifying Party’s right to contest the Indemnified Party’s right to indemnification
and subject to refund in the event the Indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified
Party.


 


7.5          Insurance.
Each Party will have and maintain such types and amounts of liability insurance as is normal and customary in the industry
generally for parties similarly situated, and will upon request provide the other Party with a copy of its policies of insurance
in that regard, along with any amendments and revisions thereto.


 


		8.	Limitation
                                         Of Liability



 


IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF DATA, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE, ACTUAL
OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION AND ARISING IN ANY WAY OUT OF THIS AGREEMENT.
THE FOREGOING LIMITATIONS WILL NOT APPLY TO AN AWARD OF ENHANCED DAMAGES AVAILABLE UNDER THE PATENT LAWS FOR WILLFUL PATENT INFRINGEMENT
AND WILL NOT LIMIT EITHER PARTY’S INDEMNITY OBLIGATIONS TO THE OTHER PARTY UNDER THIS AGREEMENT. The foregoing limitations
on liability and exclusions of damages: (a) are a fundamental element of the basis of the bargain between the Parties and this
Agreement would not be entered into without such limitations and exclusions; and (b) shall apply notwithstanding any failure of
essential purpose of any limited remedy herein.


 




    15.


     


    

 


		9.	Miscellaneous



 


9.1          Rights
in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Micromet or Enzon are, and will
otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual
property” as defined under Section 101 of the United States Bankruptcy Code except as may otherwise be required by any provision
under German insolvency laws. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain
and may fully exercise all of their rights and elections under the United States Bankruptcy Code to the extent not otherwise mandatorily
provided for under German insolvency laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding
by or against a Party under the United States Bankruptcy Code, or the German Insolvency Act (Insolvenzordnung),
as the case may be, the Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete
access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already
in the non-subject Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding
upon the non-subject Party’s written request therefore, unless the Party subject to such proceeding continues to perform
all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement
by or on behalf of the Party subject to such proceeding upon written request therefore by the non-subject Party.


 


9.2         Assignment
Without the prior written consent of the other Party hereto (which such consent may be granted, withheld or conditioned
at the other Party’s sole and absolute discretion), neither Party will sell, transfer, assign, delegate, pledge or otherwise
dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties
hereunder; provided, however, that either Party hereto
may assign or transfer this Agreement or any of its rights or obligations hereunder without the consent of the other Party (a)
to any Affiliate of such Party; or (b) to any Third Party with which it merges or consolidates, or to which it transfers all or
substantially all of its assets to which this Agreement relates and provided,
further, in either case that such assignment may occur
only together with a permitted assignment of both
the Collaboration Agreement (if then in force) and the Cross-License
Agreement (if then in force) to such assignee. The assigning Party (except if it is not the surviving entity) will remain
jointly and severally liable with the relevant Affiliate or Third Party assignee under this Agreement, and the relevant Affiliate
assignee, Third Party assignee or surviving entity will assume in writing all of the assigning Party’s obligations under
this Agreement. Any purported assignment or transfer in violation of this section will be void ab
initio and of no force or effect.


 


9.3          Severability.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid
or unenforceable provision as may be possible and reasonably acceptable to the Parties herein. To the fullest extent permitted
by applicable law, each Party hereby waives any provision of law that would render any provision prohibited or unenforceable in
any respect.


 




    16.


     


    

 


9.4         Governing
Law; Dispute Resolution.


 


9.4.1       This
Agreement, its interpretation and construction, and any controversy, claim or dispute between the Parties related to or arising
out of this Agreement or the Original Marketing Agreement (each a “Dispute”), including any Dispute relating to the Parties’ relationship created hereby, the negotiations for and entry into
this Agreement or the Original Marketing Agreement, its conclusion, binding effect, amendment, coverage, or termination, or the
performance or alleged non-performance of a Party of its obligations under this Agreement or the Original Marketing Agreement,
will be governed by the laws of the State of New York applicable to contracts made and wholly performed within such jurisdiction by residents of such jurisdiction and without reference to its choice of law principles.


 


9.4.2       The
Parties will try to settle any Dispute amicably between themselves. In the event of a Dispute, a Party may notify the other Party
in writing of such Dispute. If the Parties are unable to resolve the Dispute within 20 days of receipt of the written notice by
the other Party, such dispute will be referred to the Chief Executive Officers of each of the Parties (or their respective designees)
who will use their good faith efforts to resolve the Dispute within 30 days after it was referred to the Chief Executive Officers.


 


9.4.3       If
a Dispute is not resolved by such officers pursuant to section 9.4.2, either Party may bring an action in the federal courts or
State courts located in New York County, State of New York, which will have exclusive jurisdiction (without prejudice to the right
to seek removal to federal courts) over any such Disputes. The Parties submit to the personal jurisdiction of such courts for
any such action, agree that such courts provide a convenient forum for any such action, and waive any objections or challenges
to venue.


 


9.5         Notices.
All notices or other communications that are required or permitted hereunder will be in writing and delivered personally, sent
by facsimile (and promptly confirmed by personal delivery or overnight courier as provided herein), or sent by internationally-
recognized overnight courier addressed as follows:


 


If
to Enzon, to:


 


Enzon
Pharmaceuticals, Inc.


685
Route 202/206


Bridgewater,
New Jersey 08807


USA


Attention:
Chief Executive Officer


Facsimile:
(908) 575-1843


 


with
a copy to:


 


Enzon
Pharmaceuticals, Inc.


685
Route 202/206


Bridgewater,
NJ 08807


Attention:
General Counsel


Facsimile:
(908) 541-8838


 




    17.


     


    

 


and


 


Kenyon
& Kenyon


One
Broadway


New
York, NY 10004-1050


Attention:
Charles A. Weiss, Esq.


Facsimile:
(212) 425-5288


 


If
to Micromet, to:


 


Micromet
AG


Staffelseestrasse
2


81477
Munich


Germany


Attention:
Chief Executive Officer


Facsimile:
++49 89 895 277 285


 


with
a copy to:


 


Cooley
Godward LLP


One
Freedom Square


Reston
Town Center


11951
Freedom Drive


Reston,
Virginia 20190-5656


Attention:
Matthias Alder, Esq,


Facsimile:
(703) 456-8100


 


or
to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance
herewith- Any such communication will be deemed to have been given (i) when delivered, if personally delivered or sent by facsimile
on a business day, and (ii) on the second business day after dispatch, if sent by internationally-recognized overnight courier.
It is understood and agreed that this section 9.5 is not intended to govern the day-to-day business communications necessary between
the Parties in performing their duties, in due course,
under the terms of this Agreement.


 


9.6          Entire
Agreement; Modifications. This Agreement sets forth and constitutes the entire agreement and understanding between
the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether
written or oral, with respect thereto, including without limitation, the Original Marketing Agreement, are superseded hereby.
Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set
forth herein. No amendment or modification of this Agreement will be binding upon the Parties unless made in writing and duly
executed by authorized representatives of both Parties,


 


9.7          Relationship
of the Parties. It is expressly agreed that the Parties’ relationship under this Agreement is strictly that of
licensor-licensee, and that this Agreement does not create or constitute a partnership, joint venture or agency. Neither Party
will have the authority to make any statements, representations or commitments of any kind, or to take any action, which will
be binding on the other. All persons employed by a Party will be employees of such Party and not of the other Party and all costs
and obligations incurred by reason of any such employment will be for the account and expense of such Party.


 




    18.


     


    

 


9.8          Waiver.
Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof,
but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving
such term or condition. The waiver by either Party hereto of any right hereunder or of claims based on the failure to perform
or a breach by the other Party will not be deemed a waiver of any other right hereunder or of any other breach or failure by said
other Party whether of a similar nature or otherwise.


 


9.9         Counterparts.
This Agreement may be executed in 2 or more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


 


9.10        No
Benefit to Third Parties. The representations, warranties, covenants and agreements set forth in this Agreement are
for the sole benefit of the Parties hereto and their successors and permitted assigns, and they will not be construed as conferring
any rights on any other parties.


 


9.11        Further
Assurance. Each Party will duly execute and deliver, or cause to be duly executed and delivered, such further instruments
and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and
instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out
more effectively the provisions and purposes, or to better assure and confirm unto such other Party its rights and remedies under
this Agreement.


 


9.12        English
Language. This Agreement has been written and executed in the English language. Any translation into any other language
will not be an official version thereof, and in the event of any conflict in interpretation between the English version and such
translation, the English version will control.


 


9.13        Construction.
Except where the context otherwise requires, wherever used, the singular will include the plural, the plural the singular,
the use of any gender will be applicable to all genders and the word “or” is used in the inclusive sense (and/or).
The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope
or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including” as used
herein means including, without limiting the generality of any description preceding such term. The language of this Agreement
will be deemed to be the language mutually chosen by the Parties and no rule of strict construction will be applied against
either Party hereto.


 


[Remainder of
Page Intentionally Left Blank]


 




    19.


     


    

 


In
Witness Whereof, the Parties
have caused this Agreement to be executed by their respective authorized representatives as of the Amendment Date.


 


	Micromet
    AG	Enzon
    Pharmaceuticals, Inc.
	 	 	 	 
	By:	/s/
    Christian Itin	 	By:	/s/
    Kenneth J. Zuerblis
	Name:	Christian
    Itin	 	Name:
    	Kenneth
    J. Zuerblis
	Title:	CEO	 	Title:
    	Vice
    President, Finance,
	 	 	 	 	Chief
    Financial Officer and Corporate Secretary
	 	 	 	 	 
	By:	/s/ Patrick
    Baeuerle	 	 	 
	Name:	Patrick
    Baeuerle	 	 	 
	Title:	CSO	 	 	 


  


[Signature
Page to the Amended and Restated Exclusive IP Marketing Agreement]


 




     


     


    










 





AMENDMENT


TO


AMENDED AND RESTATED EXCLUSIVE IP MARKETING
AGREEMENT


 


This
Amendment (the “Amendment”) is made and entered into as of November 21, 2005, by and between Micromet
AG, having its principal offices at Staffelseestrasse 2, 81477 Munich, Germany (“Micromet”), and Enzon Pharmaceuticals,
Inc., having its principal offices at 685 Route 202/206, Bridgewater, New Jersey 08807, USA (“Enzon”). Micromet
and Enzon each may be referred to herein individually as a “Party,” or collectively as the “Parties.”


 


Recitals


 


A.           The
Parties have entered into that certain Amended and Restated Exclusive IP Marketing Agreement, dated as of June 28, 2004 (the “Agreement”),
pursuant to which the Parties have granted certain rights relating to the marketing of certain intellectual property rights by
Micromet on behalf of both Parties, Capitalized terms used herein without definition shall have the meanings given to such terms
in the Agreement.


 


B.           The
Parties have entered into that certain Termination Agreement dated as of the date of this Amendment (the “Termination
Agreement”) pursuant to which the Parties have terminated the research collaboration under that certain Amended and
Restated Collaboration Agreement, dated as of June 28, 2004 (the “Collaboration Agreement”). The Parties desire
to amend the Agreement to reflect certain changes relating to such termination of the Collaboration Agreement.


 


Agreement


 


Now, Therefore,
for and in consideration of the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree
as follows:


 


1.           Amendment
to Section 3.1.1. The Parties hereby agree to amend and restate Section 3.1.1 of the Agreement, in its entirety, as follows:
“Each Party will be entitled to an equal 50% share of all Licensing Revenue received by Micromet on or after October 1,
2005. With respect to Licensing Revenue received and held by Micromet on or before September 30, 2005, Micromet will have the
right to retain and dispose of such Licensing Revenue as provided in Section 2.2.1 of that certain Termination Agreement between
the Parties, dated as of November 21, 2005.”


 


2.           Amendment
to Section 3.1.2. The Parties hereby agree to amend Section 3.1.2 of the Agreement by appending the following sentence at
the end of such section; “Micromet will accompany each such report with a payment equal to Enzon's 50% share of such Licensing
Revenue, as may be adjusted in accordance with the terms of this Section 3. Without limiting the foregoing, in order to permit
Enzon to meet its financial reporting obligations, Micromet agrees to provide Enzon with written notice of each Third Party License
Agreement and the amount of Licensing Revenue received or to be received by Micromet under such Third Party License Agreement,
within five (5) business days after the final execution thereof.”


 




    1.


     


    

 


3.           Amendment
to Section 6.4. The Parties hereby agree to amend Section 6.4 of the Agreement by replacing the first sentence of such section
with the following: “If this Agreement is still in effect on September 30, 2007, then, at any time after such date, either
Party may terminate this Agreement, for any reason or no reason at all, on written notice to the other Party, such written notice
to be effective 30 days after service of notice upon the other Party.”


 


4.           Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


5.           Effectiveness.
This Amendment shall become effective upon the execution hereof by both Parties.


 


6.           Continuing
Effect. Other than as set forth in this Amendment, all of the terms and conditions of the Agreement shall continue in full
force and effect.


 


In
Witness Whereof, the parties have executed this Amendment to Amended and Restated Exclusive IP Marketing Agreement
as of the date first written above.


 





	Micromet
    AG	 	Enzon Pharmaceuticals, Inc.
	 	 	 	 	 
	By:	/s/ Christian
    Itin	 	By:	/s/ Jeffrey
    H. Buchalter
	Name:  	Christian
    Itin	 	Title:	Jeffrey
    H. Buchalter
	Title:	CEO	 	Title:	Chairman,
    Pres & CEO


 


	By:	/s/
                                         G.K. Miron	 
	Name:  	G.K.
                                         Miron	 
	Title:	CFO/COO	 







 




    2.