EX-10.4



 Exhibit 10.4 

CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION. 
 Amendment to License Agreement 

between 
 Deutsches Krebsforschungszentrum 

Stiftung des öffentlichen Rechts 
 Im Neuenheimer Feld 280

 D-69120 Heidelberg 
 (hereinafter referred to as
“DKFZ”) 
 and 
 Affimed Therapeutics AG 

Technologiepark 
 Im Neuenheimer Feld 582 

D-69120 Heidelbergt 
 (hereinafter referred to as
“Affimed”) 
 (DKFZ and Affimed hereinafter collectively referred to as “Parties” and individually as “Party”) 

WHEREAS, the Parties have entered into a license agreement, dated March 5 and March 8, 2001, regarding certain patents of DKFZ (the “License
Agreement”); and 
 WHEREAS, the Parties desire to amend certain provisions of the License Agreement regarding royalties. 

NOW THEREFORE, the Parties agree as follows: 
  

	1.	Definitions 

 All terms used in this Amendment to the License Agreement (this “Amendment”)
shall have the same meaning as in the License Agreement. 
  

	2.	Royalties 

 The first sentence of Sec. 3.2. of the License Agreement shall be replaced by the following
sentence: 
 If Affimed grants a sublicense to third parties, the portion of ***** of each license income shall be paid to DKFZ. 

The term for the royalty payment (sec. 3.3. of the License Agreement) shall be extended for a period of two years after the expiration of the patent period of
the patents named in the License Agreement. For this additional period the running royalty (sec. 3.1. of the License Agreement. For this additional period the running royalty (sec. 3.1. of the License Agreement) shall be reduced from ***** of Net
Sales. 








	3.	Consideration in Stock 

 In consideration for the reduction of the royalties set forth above, DKFZ shall
receive Series C Stock of Affimed, authorized in connection with the financing round of 2005, in the equivalent amount of EUR 50,000.00, provided that such Series C Stock shall be valued at the price set for such authorized Stock. 

 

	4.	Consideration in Cash 

 As additional consideration for the reduction of the royalties, DKFZ shall
receive the sum of EUR 35,000.00 in cash payable by Affimed, provided that payment of such amount shall not be due until successful completion of the 2006/7 financing round and receipt of the first installment payment by participating external
investors, however no later than 31.12.2008. DKFZ agrees that the loan shall be subordinated as a loan by interest holders of the company. 
  

	5.	License Agreement 

 Except as explicitly provided herein, all provisions of the License Agreement shall
remain in full force and effect. 
  

	6.	Effective Date 

 This Amendment shall enter into force upon the signature of both Parties hereto. 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized officers. 

 

					
	Heidelberg, June 13, 2006	 		 	Heidelberg, June 7, 2006
			
	Affimed Therapeutics AG	 		 	Deutsches Krebsforschungszentrum
			
	 /s/
	 		 	 /s/ D. Otmar Wiestler

		 		 	Prof. Dr. D. Otmar Wiestler
			
		 		 	 /s/ Josef Puchta

		 		 	Dr. Josef Puchta


  
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