EX-10.7



 Exhibit 10.7 

EXECUTION COPY 
 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
NO. 1 
 to the 

RESEARCH FUNDING AGREEMENT 

by and between 
 Affimed
Therapeutics AG 
 and 

The Leukemia & Lymphoma Society 

  
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	1311 Mamaroneck Avenue, Suite 310	  	Im Neuenheimer Feld 582
	White Plains, NY 10605 USA	  	69120 Heidelberg, Germany
	www.lls.org	  	www.affimed.com

 AMENDMENT NO. 1 

to the 
 RESEARCH
FUNDING AGREEMENT 
 This Amendment (the “Amendment”) is made as of
April 29th, 2014 (the “Amendment Effective Date”), by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at
1311 Mamaroneck Avenue, White Plains, New York 10605, United States of America (“LLS”) and Affimed Therapeutics AG, a German limited liability company with its principal place of business at Im Neuenheimer Feld 582, 69120
Heidelberg, Germany (“Affimed”). LLS and Affimed are hereinafter referred to individually as the “Party” and together as the “Parties”. 

WHEREAS, the Parties have concluded a Research Funding Agreement with effect as of
August 26th, 2013 (“Agreement”), pursuant to which LLS has agreed to fund the AFM13 Development Program (as defined in the Agreement) according to a certain budget and
certain defined milestones. 
 WHEREAS, the Parties have after the conclusion of the Agreement updated and modified the projected milestone
timelines as well as the description of the study design and its rationale and now wish to document these updated and modified timelines and descriptions in a binding amendment to the Agreement and its Exhibits. 

  
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 NOW, THEREFORE, in consideration of the mutual premises herein contained and for other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows. 
  

	1.	Amendment of Projected Milestone Dates. 

 The Parties hereby agree on the modified
projected timelines for milestone events as set forth in the Amended Exhibit C attached hereto which Amended Exhibit C shall replace and supersede the original Exhibit C to the Agreement. 

 

	2.	Amendment of Affimed Proposal. 

 The Parties hereby agree on the amendment of the
AFM13 Proposal (Exhibit D to the Agreement) as set forth in the Amendment to Exhibit D attached hereto. For the avoidance of doubt, the amendment solely relates to section VI) of the AFM13 Proposal All other sections of the AFM13 Proposal shall
continue in full force and effect without modification and shall not be affected by this Amendment. 
  

	3.	General. 

 Except as expressly set forth in this Amendment, the terms and
conditions of the Agreement shall continue in full force and effect during the term of the Agreement. 
 IN WITNESS WHEREOF, the Parties
have executed this Amendment as of the Amendment Effective Date. 
  

			
	AFFIMED THERAPEUTICS AG
	
	
	By:	 	 /s/ Jens-Peter Marschner

	Print Name:	 	 Jens-Peter Marschner

	Title:	 	 CMO



  
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	By:	 	 /s/ Florian Fischer

	Print Name:	 	 Florian Fischer

	Title:	 	 CFO

	
	THE LEUKEMIA & LYMPHOMA SOCIETY
	
	
	By:	 	 /s/ Lee Greenberger

	Print Name:	 	 Lee Greenberger

	Title:	 	 CSO



  
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 AMENDED EXHIBIT C 

Milestones and Payments 
 LLS and
Affimed agree to the following provisions regarding Milestones and payments in performance of the AFM13 Development Program under the terms of the Agreement. 
  

									
	Milestone	  	Milestone Payment	 	  	Milestone Event	  	Projected Date
	 M1
	  	 	*****	  	  	 *****
	  	*****
	 M2
	  	 	*****	  	  	 *****
	  	*****
	 M3
	  	 	*****	  	  	 *****
	  	*****
	 M4
	  	 	*****	  	  	 *****
	  	*****
	 M5*
	  	 	*****	  	  	 *****
	  	*****
	 M6*
	  	 	*****	  	  	 *****
	  	*****
	 M7*
	  	 	*****	  	  	 *****
	  	*****

 All milestone payments shall become due and payable by LLS within ***** after LLS’ receipt of a written notice from
Affimed confirming that the respective milestone event has occurred. 
  

	*	For clarification: Milestones M5 - M7 are each dependent on ***** as further described in the Affimed Proposal (Exhibit D). If no regimen *****, LLS reserves the right to make a No-go funding decision and cease all
payments of Milestones M5 - M7. 


  
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 AMENDMENT TO EXHIBIT D 

AFM13 Proposal 
 VI) AFM13
– Further clinical development – modified design 
 Because of further evaluation of clinical data of the phase 1 study AFM13-101 and
further discussions with Key Opinion Leaders and statistical experts, the design of the originally proposed study was modified: 
  

	 	•	 	A 2-stage Simon’s design is used instead of a 2-stage Gehan design 

  

	 	•	 	The dose regimens investigated have been modified 

 AFM13 will be investigated in a phase II study, using a
two-stage Simon’s design, in HL patients who failed or progressed on the therapy with Adcetris. This design allows for the rapid rejection of ineffective treatment at the end of the first stage and provides proof of concept at the end of the
second stage. For this study a targeted response rate of at least 30% has been considered clinically meaningful. Compared to the original design 5 additional patients have to be recruited, otherwise there is no impact on the conduct of the study.

 There will be two treatment groups in Stage 1. Each group will have 10 randomly allocated HL patients. One group will receive 1.5 mg/kg AFM13 dosed three
times per week for 8 weeks and the other group will receive 1.5 mg/kg AFM13 dosed three times per week for 2 weeks followed by a weekly regimen of 7 mg/kg in weeks 3-8. The tumor responses will be assessed at the end of the cycle, in accordance with
the Cheson criteria. Patients will receive a second cycle of therapy in case they show clinical benefit in terms of stable disease or response. The primary objective of this study will be objective response (OR) rate (PR and CR). The secondary
objective will be, amongst others, progression free survival. 

  
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 At the end of Stage 1 the number of objective responses (CR, PR) will be assessed. There must be at least two objective
responses (OR) observed in one regimen in order for any dosing regimen to be considered for progress into Stage 2. If one or no OR is observed, the respective dosing regimen will be rejected and will not be investigated further. If both regimens
qualify for Stage 2, the dosing regimen with the more favorable benefit-risk ratio will be selected. Therefore, the benefit-risk ratio will be evaluated exploratory by the investigators and the sponsor. If neither dosing schedule qualifies, LLS
reserves the right to make a No-go funding decision and cease all payments of Milestones M5 - M7. 
 Additional 19 patients will be enrolled into Stage 2
and will be treated with the selected dosing regimen. Treatment and tumor assessment will be done as described for Stage 1. At the end of this study the ORR and other efficacy parameters of AFM13 will be estimated. 

For the primary analysis an optimal Simon’s two-stage design (Simon, 1989) is used. The null hypothesis that the true overall response rate is 30%
will be tested against a one-sided alternative. The null hypothesis will be rejected if 6 or more responses are observed in 29 patients with the selected dose regimen. This design yields a type I error rate of 0.0471 and power of 80% when the true
response rate is 30%. 
 Affimed will conduct the Phase IIa study in collaboration with the German Hodgkin Study Group (GHSG). This group is a world leader
in the field of HL and has a track record of highly scientific and high quality clinical trials. It is estimated that about 10 sites will participate in the study. 

  
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 Rationale on the changed dose regimen in phase 2a 

The doses and regimen for this phase 2a trial have been carefully selected considering preclinical experiments, PK modelling and results of the phase 1 study.

 Phase 1 data revealed that activity was strongest with doses 3 1.5 mg/kg. This could be demonstrated for
pharmacodynamics in terms of NK cell activation and sCD30 depletion as well as for clinical response. The respective justification was given in the original proposal. 

Based on the EC50 measured in preclinical experiments it was calculated that trough levels should be
above 400 ng/ml. However, PK data of the phase 1 trial revealed that this was not the case with a weekly regimen for all doses tested. The figure below shows plasma concentrations for a patients who received 1.5 mg/kg as an example (the dotted line
indicates the threshold of 400 ng/mL): 
  
 



 
 The same regimen administered 3 times per week, however, fulfills this requirement: 

 
 



 

  
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 As it is not known how long the frequent regimen has to be given in order to maximize the efficacy and as it is a
clear requirement by Key Opinion Leaders to investigate a more patient friendly regimen, an alternative regimen will be investigated in a second arm. Again starting with frequent dosing of 1.5 mg/kg over the first two weeks, a weekly regimen of a
high dose, 7 mg/kg, will be administered in weeks 3 to 8. As shown by PK modelling below, this regimen still results in plasma levels above 400 ng/mL over the first 2.5 weeks and, in addition, in almost 5 of 7 days during the weekly regimen: 

 
 



 
 It was already explained and justified in the original study proposal, that a treatment of 8 weeks per cycle will be
implemented. Further discussion with physicians and the FDA revealed that a second cycle has to be administered for ethical reasons in case patients benefit from the treatment, i.e. patients with stable disease, partial response or complete response
after cycle 1. 

  
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