Unassociated Document


    


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Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    DEVELOPMENT
AND SUPPLY AGREEMENT

    


    between

    


    LONZA
SALES AG

    


    and

    


    MICROMET
AG

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
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    Table
of Contents

    


    
      
        
          
            	
                    1.

                  	
                    Definitions
      and Interpretation

                  	
                    3

                  
	
                    2.

                  	
                    Provision
      of the Works and Services

                  	
                    9

                  
	
                    3.

                  	
                    Micromet's
      Obligations

                  	
                    12

                  
	
                    4.

                  	
                    Governance

                  	
                    13

                  
	
                    5.

                  	
                    Inspections;
      Person in Plant

                  	
                    14

                  
	
                    6.

                  	
                    Delivery,
      Transportation of Product and Testing

                  	
                    15

                  
	
                    7.

                  	
                    Price
      and Terms of Payment

                  	
                    17

                  
	
                    8.

                  	
                    Intellectual
      Property

                  	
                    17

                  
	
                    9.

                  	
                    Warranties
      and Indemnification

                  	
                    19

                  
	
                    10.

                  	
                    Confidentiality

                  	
                    22

                  
	
                    11.

                  	
                    Option
      for [***]

                  	
                    24

                  
	
                    12.

                  	
                    Termination
      of the Agreement, Termination of Certain Works and Services or
      Slots

                  	
                    24

                  
	
                    13.

                  	
                    [***]

                  	
                    27

                  
	
                    14.

                  	
                    Technology
      Transfer and License

                  	
                    27

                  
	
                    15.

                  	
                    Force
      Majeure

                  	
                    27

                  
	
                    16.

                  	
                    Governing
      Law, Jurisdiction and Enforceability

                  	
                    28

                  
	
                    17.

                  	
                    Notices

                  	
                    29

                  
	
                    18.

                  	
                    Illegality

                  	
                    30

                  
	
                    19.

                  	
                    Quality
      Agreement

                  	
                    30

                  
	
                    20.

                  	
                    Miscellaneous

                  	
                    30

                  
	 
      	 
      	 
      
	
                    List
      of Schedules:

                  	
                    31

                  


          

        

      

    

    


    ***
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has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
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    THIS
DEVELOPMENT AND SUPPLY AGREEMENT is made the 23rd day of
November 2009 (the "Effective
Date")

    


    BETWEEN

    


    
      	
              1.

            	
              LONZA
      SALES AG, of Muenchensteinerstrasse 38, CH-4002 Basel, Switzerland (herein
      after referred to as "Lonza")
    and

            


    

    


    
      	
              2.

            	
              MICROMET
      AG, of Staffelseestrasse 2, D-81477 Munich, Germany (herein after referred
      to as "Micromet").

            


    

    


    WHEREAS

    


    
      	
              A.

            	
              Micromet
      is the proprietor of the single-chain bispecific anti-CD19 antibody (CD19
      BiTE®)
      known as Blinatumomab or MT103 and controls a manufacturing process and a
      cell line for manufacture of MT103;
and

            


    

    


    
      	
              B.

            	
              Lonza
      has the expertise in the evaluation and production of monoclonal
      antibodies for therapeutic use using different processes and cell lines in
      accordance with international regulatory requirements;
  and

            


    

    


    
      	
              C.

            	
              Micromet
      and Lonza have previously entered into a Services Agreement dated
      September 28, 2009 regarding the performance of a [***] to [***] for the
      manufacturing of Micromet’s MT103 by Lonza;
and

            


    

    


    
      	
              D.

            	
              Micromet
      wishes to contract Lonza for services relating to the development of the
      Process (as defined herein) including all documentation, in each case,
      suitable to obtain regulatory approval for commercialization of MT103 as a
      therapeutic product and the manufacture of MT103 as described in this
      Agreement, and

            


    

    


    
      	
              E.

            	
              Lonza
      is prepared to perform such services for Micromet on the terms and
      conditions set out herein.

            


    

    


    NOW IT IS
AGREED AS FOLLOWS:

    


    
      	
              1.

            	
              Definitions
      and Interpretation

            


    

    


    The
following terms shall have the following meanings unless the context requires
otherwise:

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


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17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
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                    "Affiliate"

                  	 
      	
                    means
      any company, partnership or other entity which directly or indirectly
      Controls, is Controlled by or is under common Control with the relevant
      Party to this Agreement. "Control" or "Controlled" means the
      ownership of more than fifty per cent (50%) of the issued share capital or
      the legal power to direct or cause the direction of the general management
      and policies of the Party in question;

                  
	 
      	 
      	 
      
	
                    "Agreement"

                  	 
      	
                    means
      this Development and Supply Agreement and the Schedules hereto, as amended
      or varied from time to time by written agreement of the
      Parties;

                  
	 
      	 
      	 
      
	
                    "Batch"

                  	 
      	
                    means
      the total Product (Drug Substance) obtained from one fermentation and
      associated purification using the Process.  Batches which are to
      be produced in accordance with cGMP are also referred to as "cGMP
      Batches";

                  
	 
      	 
      	 
      
	
                    "Batch
      Release"

                  	 
      	
                    means
      a release of any Batch by a Qualified Person for distribution or further
      processing confirming that the Batch is in accordance with the relevant
      requirements for human use (as defined in Directive 2001/83/EC for
      medicinal products for human use);

                  
	 
      	 
      	 
      
	
                    "Cell
    Line"

                  	 
      	
                    means
      the cell line controlled by Micromet and selected by Micromet for the
      production of the Product, particulars of which are set out in Schedule
      1;

                  
	 
      	 
      	 
      
	
                    "CEO"

                  	 
      	
                    means
      chief executive officer;

                  
	 
      	 
      	 
      
	
                    "cGMP"

                  	 
      	
                    means
      current good manufacturing practices and general biologics products
      standards as promulgated under the European Commission Directives
      91/356/EEC, as amended by Directive 2003/94/EC, and 91/412/EEC
      respectively; the International Committee for Harmonisation (ICH) Q7A
      Guideline on Good Manufacturing Practice for Active Pharmaceutical
      Ingredients; the U.S. Federal Food, Drug and Cosmetic Act found in Title
      21 of the U.S. Code of Federal Regulations (CFR), including but not
      limited to Parts 210, 211 and Parts 11,  310 et seq., 600 to
      610, the European Commission Guidelines of Good Manufacturing Practices
      for Medicinal Products as promulgated under European Directive 2003/94/EC
      (Eudralex – Volume 4) and the respective Japanese directives and
      guidelines by the Japanese authorities, as applicable. Lonza meets EU GMP
      requirements as defined in Eudralex - Volume 4 Good Manufacturing
      Guidelines by the European Commission for medicinal products for human and
      veterinary use (EU-GMP Guidelines);

                  
	 
      	 
      	 
      
	
                    "cGMP
      Product"

                  	 
      	
                    means
      Product which is required under Schedule 2 to
      be manufactured in accordance with
cGMP;

                  


          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


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17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
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                      "COO"

                    	 	
                      means
      chief operating officer;

                    
	 	 	 
	
                      "Deliver",
      "Delivered"
      or "Delivery"

                    	 	has
      the meaning given to it in Clause 6;
	 	 	 
	
                      "Deliverables"

                    	 	
                      means
      the reports, documentation, information, material and Product which Lonza
      is to make available to Micromet during the Project. The Deliverables and
      the timelines to provide the Deliverables are set forth in the Project
      Plan in Schedules
      8 A and 8 B hereto;

                    
	 	 	 
	
                      "Engineering
      Batch"

                    	 	
                      means
      the first Batch at scale after the pilot Batch in which Lonza will use
      commercially reasonable efforts but does not warrant to meet
      cGMP;

                    
	 	 	 
	
                      "External
      Laboratories"

                    	 	
                      means
      any Third Party instructed by Lonza, with Micromet’s consent, to conduct
      activities required to complete the Works and Services, including but not
      limited to, Third Parties that synthesise DNA or perform tests on the Cell
      Line, Product or materials derived therefrom;[***]

                    
	 	 	 
	
                      "Intellectual
      Property"/"IP"

                    	 	
                      means
      all intellectual property rights, including (without limitation) patents,
      patent applications, divisions, continuations, continuation-in-part
      applications, divisionals, substitutions, confirmations, supplementary
      protection certificates, reissues, utility models, trademarks, database
      rights and copyrights and all inventions, know-how, trade secrets,
      techniques and confidential information and other proprietary knowledge
      and information which may subsist anywhere in the world, in each case for
      their full term, and together with any renewals or
    extensions;

                    
	 	 	 
	
                      "Lonza"

                    	 	
                      means
      Lonza Sales AG and its Affiliates Lonza Biologics plc of Slough, England,
      Lonza Biologics Inc of Portsmouth, NH, USA, and Lonza Biologics Porriño
      S.L. of Pontevedra-Galicia, Spain, and their successors in title and
      lawful assigns;

                    
	 	 	 
	
                      "Lonza
      Confidential Information"

                    	 	
                      means
      and includes Lonza Technology, any trade secrets or other confidential
      information relating to Lonza's technology, business affairs or finances
      of Lonza, or of any suppliers, agents, distributors, licensees or other
      customers of Lonza and the commercial terms of this
    Agreement;

                    
	 	 	 
	
                      "Lonza
      Know How"

                    	 	
                      means
      all technical and other information relating directly or indirectly to the
      Lonza Process and/or the performance of the Works and Services, known to
      Lonza from time to time, other than Micromet Confidential Information,
      Micromet Know How and information in the public domain. Without limiting
      the foregoing, the Lonza Know How is identified in Schedule
      4
hereto;

                    


            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


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                    "Lonza
      Patent Rights"

                  	 	
                    means
      all patents, patent applications, divisions, continuations,
      continuation-in-part applications, divisionals, extensions, substitutions,
      renewals, confirmations, supplementary protection certificates and
      reissues, throughout the world relating to the Lonza Process and/or the
      performance of the Works and Services which from time to time Lonza is the
      owner of or is entitled to use, and that is used in the performance of the
      Works and Services. Without limiting the foregoing, the Lonza Patent
      Rights as of the Effective Date are listed in Schedule
      5 hereto;

                  
	 	 	 
	
                    "Lonza
      Process"

                  	 	
                    means
      the proprietary process of Lonza, including any modifications and
      improvements, which is used for the manufacture of the Product
      hereunder;

                  
	 	 	 
	
                    "Lonza
      Technology"

                  	 	
                    means
      the Lonza Know How and the Lonza Patent Rights;

                  
	 	 	 
	
                    "[***]"

                  	 	
                    means
      [***];

                  
	 	 	 
	
                    "[***]"

                  	 	
                    means
      the [***] Agreement between [***] and [***] dated [***] and attached
      hereto at Schedule 9;

                  
	 	 	 
	
                    "Micromet"

                  	 	
                    means
      Micromet AG and its existing Affiliates which are engaged in the research
      and development of BiTE®
      antibodies, and their successors in title and lawful
    assigns;

                  
	 	 	 
	
                    "Micromet
      Confidential Information"

                  	 	
                    means
      and includes Micromet Materials, Micromet Technology and the Results, any
      trade secrets or other confidential information relating to Micromet's
      technology, development strategies, business affairs or finances of
      Micromet, or of any licensors, suppliers, agents, distributors or other
      contractors of Micromet, and the commercial terms of this
      Agreement;

                  
	 	 	 
	
                    "Micromet
      Know How"

                  	 	
                    means
      all technical and other information relating directly or indirectly to the
      Micromet Process, the Cell Line and the Micromet Materials, known to
      Micromet from time to time, other than Lonza Confidential Information,
      Lonza Know How and information in the public domain. Without limiting the
      foregoing, the Micromet Know How is identified in Schedule
      6 hereto;

                  


          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


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                        "Micromet
      Materials"

                      	 	
                        means
      the materials and documentation supplied by Micromet to Lonza (including
      but not limited to [***]). Without limiting the foregoing, the Micromet
      Materials to be transferred are listed in Schedule
      1 hereto;

                      
	 	 	 
	
                        "Micromet
      Patent Rights"

                      	 	
                        means
      all patents, patent applications, divisions, continuations,
      continuation-in-part applications, divisionals, extensions, substitutions,
      renewals, confirmations, supplementary protection certificates and
      reissues, throughout the world relating to the Micromet Process, the Cell
      Line and the Micromet Materials which from time to time Micromet is the
      owner of or is entitled to use, and that is used in the performance of the
      Works and Services. Without limiting the foregoing, the Micromet Patent
      Rights as of the Effective Date are listed in Schedule
      7 hereto;

                      
	 	 	 
	
                        "Micromet
      Process"

                      	 	
                        means
      the process (including but not limited to the [***]) for the production of
      Product which is owned or Controlled by Micromet and made available to
      Lonza hereunder [***], further improvement and/or production of the
      Product;

                      
	 	 	 
	
                        "Micromet
      Technology"

                      	 	
                        means
      the Micromet Know How and the Micromet Patent Rights;

                      
	 	 	 
	
                        "[***]"

                      	 	
                        means
      [***], including [***];

                      
	 	 	 
	
                        "MT103"

                      	 	
                        means
      Micromet's single-chain bispecific anti-CD19 antibody (CD19 BiTE®)
      also known as Blinatumomab;

                      
	 	 	 
	
                        "Party"/"Parties"

                      	 	
                        shall
      mean Lonza or Micromet, or Lonza and Micromet, as the context
      admits;

                      
	 	 	 
	
                        "Price"

                      	 	
                        means
      the price specified in Schedule
      3 for the Works and Services;

                      
	 	 	 
	
                        "Process"

                      	 	
                        means
      the process used by Lonza for the production of Product from the Cell Line
      in accordance with this Agreement, which may [***] of the [***], and is
      modified and/or improved hereunder;

                      
	 	 	 
	
                        "Product"

                      	 	
                        means
      MT103 manufactured under this Agreement (including any sample thereof),
      particulars of which are set out in Schedule
      1 and includes all derivatives thereof;

                      
	 	 	 
	
                        "Project"

                      	 	
                        means
      the program described in the Project
Plan;

                      


              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


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17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
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                        "Project
      Manager"

                      	 	
                        means
      a Party's representative who is responsible for the coordination and
      supervision of the Project in accordance with Clause 4.1
      below;

                      
	 	 	 
	
                        "Project
      Plan"

                      	 	
                        means
      the plan describing all activities to be performed under this Agreement,
      including any update and amendment of the Project Plan the Parties may
      agree from time to time, and attached hereto as Schedules
      8 A and 8 B;

                      
	 	 	 
	
                        "Project
      Team"

                      	 	
                        means
      the working group described in Clause 4.2;

                      
	 	 	 
	
                        "Qualified
      Person"/"QP"

                      	 	
                        means
      a person confirming that the Batch is in accordance with the relevant
      requirements (as defined in Directive 2001/83/EC for medicinal products
      for human use);

                      
	 	 	 
	
                        "Results"

                      	 	
                        means
      the Product, any inventions, discoveries, know how, data, Deliverables,
      documentation, reports, materials, writings, processes, methods and other
      information, recorded in any form, that are discovered, conceived, reduced
      to practice, developed or otherwise generated by Lonza, which are related
      to the Works and Services and conceived through the performance of the
      Works and Services, and any Intellectual Property pertaining to any of the
      foregoing (including the [***]), provided,
      however, that "Results" shall exclude [***];

                      
	 	 	 
	
                        "Service
      Agreement"

                      	 	
                        means
      the agreement between the Parties dated September 28, 2009 regarding [***]
      for the production of Product [***];

                      
	 	 	 
	
                        "Specifications"

                      	 	
                        means
      the specifications for Drug Substance. The Specifications and the
      specifications for Drug Product regarding the testing of Drug Product by
      Lonza are set out in Schedule
      2;

                      
	 	 	 
	
                        "Steering
      Committee"

                      	 	
                        means
      the committee described in Clause 4.3;

                      
	 	 	 
	
                        "Terms
      of Payment"

                      	 	
                        means
      the terms of payment specified in Schedule
      3;

                      
	 	 	 
	
                        "Third
      Party"

                      	 	
                        means
      any party other than Lonza and Micromet;

                      
	 	 	 
	
                        "Works
      and Services"

                      	 	
                        means
      all or any part of the works and services which are the subject of this
      Agreement, particulars of which are set out in Schedules
      8 A and 8
B.

                      


              

            

          

        

      

    

    


    References
to the singular number include the plural and vice versa, references to Clauses
and Schedules are references to clauses and schedules to this
Agreement.

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
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    ***Text
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Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
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              2.

            	
              Provision
      of the Works and Services

            


    

    


    
      	
              2.1

            	
              Lonza
      shall diligently carry out the Works and Services as provided in Schedule 8 A –
      and in Schedule
      8 B, once it is finalized - and shall use all reasonable efforts to
      achieve the estimated timescales set out in that Schedule.  The
      Parties agree that the Works and Services set forth in Schedule 8 B are
      rough estimates only, and the Parties shall updated and refine such
      Schedule 8 B after the transfer of the Micromet Materials and
      establishment of the Process at Lonza.  Lonza shall perform the
      Works and Services under this Agreement according to the current industry
      standards and subject to terms and conditions as set out
      herein.  Lonza shall at all times use reasonable and adequate
      safety and protection measures to ensure, as far as is reasonably
      possible, that the Results are not endangered by an interruption of
      Lonza's research and development
activities.

            


    

    


    
      	
              2.2

            	
              Lonza
      shall do all that is reasonably possible to meet the objectives under the
      Project Plan, including diligence obligations and commercially reasonable
      flexibility regarding alternative work packages and capacity reservations
      under this Agreement.

            


    

    


    
      	
              2.3

            	
              Micromet
      shall make available to Lonza a data package comprising the Micromet Know
      How which is reasonably required to perform the Works and Services and the
      Parties shall collaborate to assist Lonza in evaluating such Micromet Know
      How.  Without undue delay upon completion of the Services
      Agreement and delivery of such Micromet Know How, however, no later than
      within [***] thereafter, Lonza shall inform Micromet whether the [***],
      the [***] and the [***] meet the particulars set out in Schedule 1 and
      are suited for the performance of the Works and [***].  If the
      [***], the [***] and/or the [***] do not meet the particulars set out in
      Schedule
      1, Lonza and Micromet shall enter into good faith discussions in
      order to identify a [***], a [***] or other [***] for the Works and
      Services and to agree on the terms and conditions and adjustments to the
      Project Plan to minimize any delay.  If the Parties are unable
      to agree on an [***] or [***] and the [***] after completion of the later
      of (i) completion of services under the Services Agreement or (ii)
      transfer of the Micromet Materials and Micromet Technology,
      [***].

            


    

    


    
      	
              2.4

            	
              Lonza
      shall manufacture cGMP Product to meet the Specifications [***] manufactured or
      in respect of the [***].  If the [***] or a combination of the
      [***] and the [***] is used, then in addition to the above, Lonza shall be
      under no obligation to meet [***] [***].  In the event the [***]
      does not meet the Specifications, the Parties shall promptly meet through
      the Steering Committee to discuss and agree on how to ensure that the
      Specifications can be met, which agreement may include a modification of
      the Project Plan.

            


    

    


    
      	
              2.5

            	
              Owing
      to the unpredictable nature of the biological processes involved in the
      Works and Services, the timescales set down for the performance of the
      Works and Services (including without limitation the dates for production
      and Delivery of Product) and the quantities of Product for Delivery set
      out in Schedules
      8 A and 8 B are estimated only.  In the event any Party
      realizes that the Project Plan needs to be changed, e.g., for a delay of
      Works and Services owing to technical or scientific difficulties, such
      Party shall immediately inform the Project Team hereof and the Parties,
      through the Steering Committee (if needed), shall use commercially
      reasonable efforts to come to an adequate solution and agree on an
      adequate amendment of the Project Plan.  In particular, Lonza
      will use commercially reasonable efforts to [***] as early as possible, in
      the event any of the [***], provided always that
      [***] are taken into account.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


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Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              2.6

            	
              Lonza
      will use its reasonable efforts to perform any additional work which may
      become necessary to manufacture Product for [***].  If such
      additional work leads to additional costs, Lonza will provide a quotation
      for such additional work.  In case the Parties agree on the
      additional work and the costs for such additional work, Lonza shall
      perform additional work to sustain the progress of the Project on terms
      and conditions to be agreed by the Parties and defined in an amendment to
      the Project Plan.  If further quantities of Product are required
      [***] which are not part of this Agreement, the Parties will discuss in
      good faith how Lonza can satisfy Micromet's needs for such additional
      quantities.

            


    

    


    
      	
              2.7

            	
              Without
      prejudice to Lonza’s obligations under Clauses 2.1 and 2.2 and the
      termination rights under Clause 12, Micromet [***] of the Works and
      Services or to [***] on grounds of late performance, late Delivery or
      failure to produce the estimated quantities of Product for
      Delivery.  Lonza shall not be liable for any loss, damage, costs
      or expenses of any nature, whether direct or consequential, occasioned
      by:

            


    

    


    
      	  	
              (a) 

            	
              [***];
      or

            


    

     

    
      	  	
              (b) 

            	
              [***].

            


    

    


    However,
and to the extent, that (i) [***], [***] [***].

    


    
      	
              2.8

            	
              Lonza
      shall comply with all applicable laws and regulations regarding the cGMP
      production, including but not limited to the EU-GMP Guidelines (Eudralex –
      Vol. 4), FDA regulations, Japanese regulations and the International
      Committee for Harmonisation regulatory requirements from time to time
      applicable to the Works and Services as set out in Schedules 8 A and 8
      B.

            


    

    


    
      	
              2.9

            	
              Lonza
      shall not use the Cell Line, the Process (not including the Lonza
      Process), the Micromet Materials or the Micromet Technology (or any part
      thereof) for any purpose other than the performance of the Works and
      Services under this Agreement.

            


    

    


    
      	
              2.10 

            	
              Lonza
      shall:

            


    

    


    
      	
               
      

            	
              (a)

            	
              at
      all times use all reasonable endeavours to keep the Cell Line and/or the
      Micromet Materials secure and safe from loss and damage in such manner as
      Lonza stores its own material of similar nature during the term of this
      Agreement, and obtain and maintain an appropriate insurance against the
      risks of loss and damage;

            


    

    


    
      	
               
      

            	
              (b)

            	
              during
      the performance of the Works and Services, inform Micromet as soon as
      reasonably possible upon request about all ongoing
    activities;

            


    

    


    
      	
               
      

            	
              (c)

            	
              not
      part with possession of the Cell Line and/or the Micromet Materials or the
      Product, save for the purpose of activities at the External Laboratories
      or as otherwise authorised in writing by
  Micromet;

            


    

    


    
      	
               
      

            	
              (d)

            	
              store
      Micromet Materials in accordance with applicable laws, industry standards
      and the specifications set forth in Schedule 1,
      furthermore, store the Cell Line and the cell banks ([***]) at at least
      two (2) different and controlled sites under cGMP
    conditions;

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              (e)

            	
              audit
      all External Laboratories in accordance with GxP guidelines and confirm
      the performance of such audit to Micromet in writing;
  and

            


    

    


    
      	
               
      

            	
              (f)

            	
              procure
      that all External Laboratories are subject to obligations of confidence
      substantially in the form of those obligations of confidence imposed on
      Lonza under this Agreement.

            


    

    


    
      	
              2.11

            	
              Lonza
      will not (i) directly or indirectly, take any steps to ascertain [***]
      provided by Micromet and or a [***], and (ii) use Micromet's [***] for any
      purpose other than manufacturing the Product.  In the event
      Lonza ascertains or receives the recipe of any of Micromet's [***] through
      no fault of its own, Lonza shall promptly inform Micromet of such event
      and destroy such information.

            


    

    


    
      	
              2.12

            	
              Lonza
      and Micromet will exchange details of [***].  Lonza will obtain
      Micromet's consent regarding [***], which Micromet shall not unreasonably
      withhold.  Lonza shall use reasonable commercial endeavours to
      ensure continuity of supply, [***].

            


    

    


    
      	
              2.13

            	
              Lonza
      agrees to maintain proper records (the "Records") in respect of
      its performance of the Works and Services, including any Results made as
      part of the Works and Services.  Upon written request by
      Micromet, Lonza shall provide copies of the Records or any part(s)
      thereof, redacted with regards to [***] and [***] to
      Micromet.  As part of keeping the Records, Lonza shall ensure
      that all of its personnel and all of its agents abide by the regulations
      of the International Committee for Harmonisation as per Clause
      2.8.

            


    

    


    
      	
              2.14

            	
              Lonza
      shall:

            


    

    


    
      	
               
      

            	
              (a)

            	
              make
      available to Micromet the Deliverables set forth in the Project
      Plan;

            


    

    


    
      
        	
              	
                (b)

              	
                make
      available to Micromet (i) upon completion of any milestone as outlined in
      the Project Plan and or (ii) [***] and upon reasonable request of
      Micromet, (i.e., if Micromet requires such documentation for regulatory
      purposes or for own development purposes andprovided that such
      documentation – in Lonza's reasonable opinion – is accurate); copies of
      all relevant documentation and information resulting from the Works and
      Services and relating to the Product in order to enable Micromet to
      evaluate the status and to meet any statutory or regulatory
      requirements.  The documentation and information shall be
      provided in the CTD format.  The documentation and information
      shall include but not be limited to
[***];

              


      

       

    

    
      	
               
      

            	
              (c)

            	
              support
      IND updates and CTAs as well as the submission of dossiers for NDA/MAA
      approval;

            


    

    


    
      	
               
      

            	
              (d)

            	
              make
      available to Micromet, upon completion of each stage as outlined in the
      Project Plan and upon request of Micromet, material ([***]) resulting from
      the Works and Services in order to enable Micromet to test the
      supernatant, antibody, cells, Product, and the
  like;

            


    

    


    
      	
               
      

            	
              (e)

            	
              assist
      Micromet in respect to regulatory requirements concerning the CMC-part,
      including but not limited to the
[***];

            


    

    


    
      	
               
      

            	
              (f)

            	
              reasonably
      support Micromet regarding regulatory matters.  Such support
      shall include an obligation to make Micromet aware of any specific
      regulatory requirements relating to Lonza’s activities, to accompany
      Micromet to meetings with the regulatory authorities upon [***] prior
      written notice by Micromet (or use reasonable commercial endeavours to
      support Micromet where shorter notice is provided by a regulatory
      authority), to prepare such meetings jointly with Micromet, and to
      actively participate in scientific advice meetings;
  and

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              (g)

            	
              promptly
      inform Micromet about any [***].

            


    

    


    
      	
               
      

            	
              The
      Deliverables and the provision of the Deliverables are defined in more
      detail in the Project Plan.

            


    

    


    
      	
              2.15

            	
              Lonza
      shall from time to time offer to Micromet [***] [***] (as identified in
      Schedule 4).  Such new version shall be made available at the
      price set forth in the Technology Transfer and License Agreement in Schedule 14
      hereto, if applicable, with the only further compensation being for
      additional Works and Services which may be required to implement such
      improvement or new version for the manufacture of the
    Product.

            


    

    


    
      	
              2.16

            	
              Any
      subcontracting of Works and Services to be performed hereunder by Lonza to
      Third Parties requires the prior written consent of
    Micromet.

            


    

    


    
      	
              3.

            	
              Micromet's
      Obligations

            


    

    


    
      	
              3.1

            	
              Following
      the Effective Date (if not already forwarded to Lonza during the Services
      Agreement) and upon conclusion of [***] attached hereto as Schedule 9,
      Micromet shall supply to Lonza the Micromet Know How, together with full
      details of any hazards relating to the Cell Line, the Micromet Process
      and/or the Micromet Materials, their storage and use, in each case, to the
      extent required by Lonza to perform the Works and Services.  For
      the avoidance of doubt, the [***] is embodied in the [***] and is not
      disclosed as a separate set of documents.  On review and
      approval by Lonza’s safety committee of this Micromet Technology, the Cell
      Line, the Micromet Process and/or the Micromet Materials shall be provided
      to Lonza at Lonza’s request.  Property in the Cell Line, the
      Micromet Process and/or the Micromet Materials and/or the Micromet
      Technology supplied to Lonza shall remain vested in
    Micromet.

            


    

    


    
      	
              3.2

            	
              Unless
      the Parties agree otherwise during the term of this Agreement, Micromet or
      Micromet's Third Party supplier will supply to Lonza the [***] necessary
      for the manufacture of Product.  Lonza shall not, directly or
      indirectly, take any steps to [***] provided by
      Micromet.   Similarly, should the Lonza Process be used in
      the manufacture of the Product, Micromet shall not, directly or
      indirectly, take any steps to [***] provided by
  Lonza.

            


    

    


    
      	
              3.3

            	
              Micromet
      shall pay the Price set out in Schedule 3 for
      provision of the Works and Services together with any additional costs and
      expenses that fall due under this Agreement in accordance with the Terms
      of Payment.

            


    

    


    
      	
              3.4

            	
              Micromet
      hereby grants Lonza the non-exclusive right to use the Cell Line, the
      Micromet Process, the Micromet Materials, and the Micromet Technology
      during the term of this Agreement and solely for the purpose of this
      Agreement.  Micromet acknowledges that Lonza does not require a
      separate licence to Micromet Confidential Information as all necessary
      licences are contained in the first sentence of this clause
      3.4.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              3.5

            	
              From
      time to time, as soon as reasonably possible and with at least [***]
      advance notice, Lonza may submit to Micromet a written request to provide
      or have provided consulting services to Lonza with respect to the Micromet
      Process, which request will include the specifics of the consulting
      services being requested, and Micromet will use reasonable efforts to
      provide or have provided such consulting
  services.

            


    

    


    
      	
              4. 

            	
              Governance

            


    

    


    
      	
              4.1

            	
              Designation of Project
      Manager:  Lonza and Micromet shall each identify a
      Project Manager who will be responsible for the coordination and
      supervision of the Project including communication of all instructions and
      information concerning the Project to the other Party.  A
      written protocol of such communication shall be provided by the Project
      Managers.  Each Project Manager will be available on an agreed
      weekly basis for consultation at prearranged times during the course of
      the Project.  In the absence of the Project Manager, a
      substitute shall be appointed.  Additional modes or methods of
      communication and decision making may be implemented with the written
      consent of each Party.

            


    

    


    
      	
              4.2

            	
              Project
      Team:  The Parties shall form a Project Team to which
      Micromet will delegate professionally and technically qualified
      representatives (e.g., qualified in upstream process, downstream process,
      analytics, quality assurance and regulatory matters).  Each
      Project Team member shall have knowledge and ongoing familiarity with the
      Project and will possess the authority to make decisions on matters raised
      in the Project Team.  Each Party shall have the right to
      substitute different representatives as its members of the Project Team as
      needed from time to time.  Each Party shall also be entitled to
      invite other employees as ad hoc guests to address specific technical or
      commercial issues related to the Project.  Consultants of a
      Party or other Third Parties may be invited, provided that they are
      bound by a confidentiality obligation which is substantially similar to
      the Parties' obligations under Clause 10
below.

            


    

    


    The
Project Team shall meet within [***] after written request for such meeting by
either Party, or sooner, if required, and meetings shall take place on a [***],
and at least one face-to-face meeting shall take place [***].

    


    
      	
               
      

            	
              The
      Project Team shall oversee the Project.  Prior to each meeting
      of the Project Team the Parties will distribute to each other written
      copies of all materials, data and information arising out of the conduct
      of their activities hereunder.  Unless otherwise agreed, Lonza
      shall present any suggestions regarding the Project Plan and/or
      specifications of the Project to the Project Team for discussion and
      approval by Micromet.

            


    

    


    
      	
               
      

            	
              Each
      Party shall bear its own travel and accommodation costs.  The
      meetings of the Project Team may also be held by telephone or video
      conference if mutually agreed by the Project Team members.  It
      is the right of each Party to call for a Project Team meeting upon written
      request at any time.  In that case the meeting will be held at a
      time and location to be agreed between the Project Team
      members.

            


    

    


    
      	
               
      

            	
              The
      inviting Party shall prepare minutes of the meeting which shall be
      circulated promptly following the
meeting.

            


    

    


    
      	
              4.3

            	
              Steering
      Committee:  The Parties shall form a Steering Committee
      to which each Party will delegate two (2) executive employees, who are
      familiar with the Project.  The Steering Committee shall have
      general oversight and review of the activities of the Project Team and
      shall be responsible for resolving any issues referred to the Steering
      Committee by the Parties.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              The
      Steering Committee shall meet in person or via teleconferences within
      [***] after a written request by either Party to the other Party, or
      sooner, if required, and calendar quarterly, if possible towards the end
      of a stage of the Project.  The request shall describe the
      matter in dispute and the solution which the requesting Party proposes to
      be decided.

            


    

    


    
      	
               
      

            	
              The
      Steering Committee will take action by unanimous consent of its members,
      with each representative having a single vote, or by a written resolution
      signed by all of the representatives.  If the Steering Committee
      is unable to reach unanimous consent on a particular matter, then the
      matter will be referred to a personal face-to-face meeting between Lonza's
      [***] and the [***] of Micromet, who in each case may not be a member of
      the Steering Committee and both of whom shall act in good faith and
      discuss the issue to seek a resolution amicably acceptable to both Parties
      and if resolved the resolution shall be binding and final.  The
      meeting shall take place within [***] of the relevant
      referral.  In case such persons cannot agree within further
      [***] after such face-to-face meeting, then the following shall
      apply:

            


    

    


    
      	
               
      

            	
              (i)

            	
              If
      the dispute is predominantly concerned with scientific or technical issues
      then [***]:  [***].  The Parties will make available
      the same set of documents to [***] and both experts shall provide [***] in
      English language within [***] after the [***] has been
      [***].  If [***] experts come to dissenting opinions and are
      unable to solve the dispute among themselves, [***] shall be appointed
      [***], if the Parties cannot agree, [***].  Such [***] shall
      have access to the written opinions of [***] as well as to all documents
      which were made available to [***].  The [***] shall then [***]
      of [***], and such opinion [***] shall be considered final and binding on
      the Parties except if there has been a manifest error on the face of the
      decision whereupon the Parties may revert to their respective remedies
      under Clause 16 below.  The reasonable costs of [***] shall be
      paid or refunded, as the case may be, by the non-prevailing
      Party.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the dispute is predominantly concerned with an issue other than scientific
      or technical then it shall be resolved in accordance with Clause 16
      below.

            


    

    


    
      	
              5. 

            	
              Inspections;
      Person in Plant

            


    

    


    
      	
              5.1

            	
              As
      more fully set out in the Quality Agreement in Schedule 10
      hereto, Lonza grants to Micromet and/or its consultant the right to
      inspect and audit Lonza's Affiliate’s facility located in Slough,
      Berkshire, United Kingdom ("Facility") as well as
      the documentation generated in connection with the manufacture and testing
      of Product including all relevant standard operating procedures. 
      Lonza grants the right to perform [***] cGMP compliance audit per year,
      [***] at a time mutually agreed between Micromet and Lonza.  Micromet
      can perform [***] cGMP batch documentation audit per cGMP batch which
      would be scheduled as appropriate in the project plan.  Moreover,
      Micromet is entitled to perform additional audits in the event of
      complaints, major or critical deviations or other enquiries by regulatory
      authorities without any fee, and if necessary, on short-term notice.
       Micromet will discuss the results of any inspection with
      Lonza.  Any inspection by Micromet does not relieve Lonza of its
      obligations to comply with all applicable laws and does not constitute a
      waiver of any right otherwise available to Micromet.  As more fully
      set out in Clause 5.3, [***] is also entitled to attend all production
      campaigns of the Product at the
Facility.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    
      
      

    

    


    
      	
              5.2

            	
              As
      more fully set out in the Quality Agreement in Schedule 10
      hereto, an employee and/or consultant and /or successor of Micromet or
      Micromet’s sublicensee(s) of the Product will have the right to be present
      [***]. Furthermore, Lonza will inform Micromet of the results of any
      inspection by a regulatory authority (subject to any restraints placed on
      Lonza by such regulatory authority, Lonza Confidential Information which
      Micromet does not require for purposes of this Agreement or customer
      confidentiality) that does or could reasonably be expected to affect the
      manufacture of Products.

            


    

    


    
      	
              5.3

            	
              Lonza
      agrees to have an employee or consultant of Micromet be present at the
      Facility in order to observe the Works and Services performed by Lonza or
      its Affiliate ("Person-in-Plant" or
      "PiP") in
      accordance with this Clause 5.3.  Upon request of Micromet,
      Lonza shall grant the PiP access to the Facility where the Works and
      Services are performed.  Such visits, shall last [***], will
      take place [***] during regular business hours and [***] prior notice to
      Lonza, provided,
      however, that PiP will be entitled to perform additional visits
      that could [***] manufacturing process subject to Lonza’s consent not to
      be unreasonably withheld or delayed, and further provided that PiP will be
      entitled to perform visits upon immediate notice in the event of
      complaints or failures which may endanger the
  Project.

            


    

    


    
      	
              5.4

            	
              Notwithstanding
      Clauses 5.1, 5.2 and 5.3, Micromet acknowledges and accepts that the
      Facility is a multi-customer facility, and that the PiP’s movement about
      and access to the Facility may be restricted and shall be subject to
      supervision by Lonza.

            


    

    


    
      	
              6. 

            	
              Delivery,
      Transportation of Product and
Testing

            


    

    


    
      	
              6.1

            	
              Subject
      to Clause 2.4, Product shall be Delivered in accordance with the
      Specifications.  Delivery shall be made [***] (as defined by
      Incoterms 2000) which means (a) [***] and (b) [***].  Subject to
      Clause 6.2, Lonza shall deliver to Micromet the Certificate of Analysis,
      the Certificate of Compliance, issued by and in responsibility of a
      Qualified Person (Batch Release) and such other documentation as is
      reasonably required to meet all applicable statutory and regulatory
      requirements not later than the date of
      Delivery.  Transportation of Product, whether or not under any
      arrangements made by Lonza on behalf of Micromet,
  [***].

            


    

    


    
      	
              6.2

            	
              At
      Micromet's request, Lonza will Deliver Product [***].  Such
      request shall be accompanied by Micromet's written acknowledgement that
      the Product has been Delivered without the transmittal to Micromet of the
      Certificate of Analysis and the Batch release documents (QP release), that
      accordingly the Product cannot be administered to humans until transmittal
      of the Certificate of Analysis, Certificate of Compliance (possibly in one
      document) and the Batch release documents (QP release) and that Micromet
      nevertheless accepts full risk of loss, title and ownership of the
      Product.  The Delivery of Product in quarantine shall be subject
      to such testing requirements as Lonza may reasonably require, and the
      [***] period referred to in Clause 6.9 shall run from Delivery in
      quarantine of the Product to
Micromet.

            


    

    


    
      	
              6.3

            	
              Unless
      otherwise agreed, Lonza shall package and label Product for Delivery in
      accordance with its standard operating procedures.  It shall be
      the responsibility of Micromet to inform Lonza in writing in advance of
      any special packaging and labeling requirements for
      Product.  All additional costs and expenses of whatever nature
      incurred by Lonza in complying with such special requirements shall be
      charged to Micromet in addition to the
Price.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              6.4

            	
              If
      requested in writing by Micromet, Lonza will (acting as agent for
      Micromet) arrange for storage in accordance with the storage conditions in
      Schedule
      1 and for insurance of Product whilst held by Lonza after Delivery
      (awaiting transportation) for up to [***] after QP release of the Batch,
      and in exceptional cases for a maximum of [***], on terms equivalent to
      those under which Lonza stores and insures product prior to
      Delivery.  All additional costs and expenses of whatever nature
      incurred by Lonza in arranging such storage and insurance shall be charged
      to Micromet in addition to the
Price.

            


    

    


    
      	
              6.5

            	
              If
      requested in writing by Micromet, Lonza will (acting as agent of Micromet
      for such purpose) [***] together with [***] for Product in transit at its
      invoiced value.  All [***] of whatever nature
    [***].

            


    

    


    
      	
              6.6

            	
              Where
      [***], Micromet shall diligently examine the Product as soon as
      practicable after receipt.  Notice of all claims (time being of
      the essence) arising out of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              visible
      damage (i.e., visible without inspection and testing) to or total or
      partial loss of Product in transit shall be given in writing to Lonza and
      the carrier within [***] of receipt by Micromet;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              non-Delivery
      shall be given in writing to Lonza within [***] after the date of Lonza’s
      dispatch notice.

            


    

    


    
      	
              6.7

            	
              Any
      Product Delivered hereunder shall, at the time of Delivery conform
      [***]  Lonza and Micromet shall use all commercially reasonable
      efforts to resolve a non-conformity issue and resume re-delivery of
      Products at the earliest time possible.  Any dispute regarding
      the conformity of Products which cannot be settled within [***] after
      receipt of a detailed written notice of rejection shall be submitted for
      resolution to the Steering
Committee.

            


    

    


    
      	
              6.8

            	
              Micromet
      shall make damaged Product and associated packaging materials available
      for inspection and shall comply with the requirements of any insurance
      policy covering the Product notified by Lonza to
      Micromet.  Lonza shall offer Micromet all reasonable assistance
      (at the cost and expense of Micromet) in pursuing any claims arising out
      of the transportation of Product.

            


    

    


    
      	
              6.9

            	
              Promptly
      following receipt of Product or any sample thereof, Micromet may carry out
      any of the agreed tests outlined or referred to in Schedule
      11.  Subject to Clause 2.4, if such tests show that the
      Product fails to meet Specifications, Micromet shall give Lonza written
      notice thereof within [***] from the date of Delivery and shall return
      samples of such Product to Lonza’s premises for further testing and
      Micromet shall store the remainder of Product in quarantine.  In
      the absence of such written notice and subject to any hidden defect which
      did not appear in the tests carried out by Micromet in accordance with
      Schedule
      11, Product shall be deemed to have been accepted by Micromet as
      meeting the Specifications.  Subject to Clause 2.4, if Product
      returned to Lonza fails to meet the Specifications and if such failure is
      not due (in whole or in part) to acts or omissions of Micromet or any
      Third Party after Delivery, [***].

            


    

    


    
      	
              6.10

            	
              Subject
      to Clause 2.4, if there is any dispute concerning whether Product returned
      to Lonza fails to meet the Specifications or whether such failure is due
      (in whole or in part) to acts or omissions of Micromet or any Third Party
      after Delivery, such dispute shall be referred for decision to [***] in
      accordance with Clause 4.3 (i)
above.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              6.11

            	
              The
      provisions of Clauses 6.9 and 6.10 shall be the sole remedy available to
      Micromet in respect of Product that fails to meet the
      Specifications.

            


    

    


    
      	
              7. 

            	
              Price
      and Terms of Payment

            


    

    


    
      	
              7.1

            	
              Unless
      otherwise indicated in writing by Lonza, all prices and charges are
      exclusive of Value Added Tax or of any other applicable taxes, levies,
      imposts, duties and fees of whatever nature imposed by or under the
      authority of any government or public authority, which shall be paid by
      Micromet (other than taxes on Lonza’s income).  Payments shall
      be made in accordance with the Terms of Payment in Schedule 3
      hereto.  Lonza will provide to Micromet in regular intervals
      upon amendments to the Project Plan updated payment plans.  All
      invoices are strictly net and payment must be made within [***] of date of
      invoice.  Payment shall be made without deduction, deferment,
      set-off, lien or counterclaim of any
nature.

            


    

    


    
      	
              7.2 

            	
              In
      default of payment on due date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              interest
      shall accrue on any amount overdue at the rate of [***] above the base
      lending rate from time to time of National Westminster Bank plc, interest
      to accrue on a day to day basis both before and after judgment;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Lonza
      shall, at its sole discretion, and without prejudice to any other of its
      accrued rights, be entitled to suspend the provision of the Works and
      Services or to treat this Agreement as repudiated on not less than [***]
      prior notice in writing to Micromet given at any time
      thereafter.

            


    

    


    
      	
              8. 

            	
              Intellectual
      Property

            


    

    


    
      	
              8.1

            	
              Neither
      Party will, as a result of this Agreement, acquire any right, title, or
      interest in any Intellectual Property that the other Party owns or
      Controls as of the Effective Date, or that the other Party obtains
      ownership or Control of separate and apart from the performance of the
      Works and Services under this
Agreement.

            


    

    


    
      	
              8.2

            	
              [***].

            


    

    


    
      	
              8.3

            	
              [***]
      shall own all right, title and interest in [***], which as used in this
      Agreement means Intellectual Property that [***], contractors or agents
      develops, conceives, invents, reduces to practice or makes in the course
      of performance of the Works and Services and that (i) arises from or
      relates to [***] or [***]; and (ii) is severable from the [***] and [***];
      and (iii) does not reveal or disclose the [***], or Works and Services
      performed under this Agreement.  [***] shall provide [***] with
      a general description of any [***] in the event that any is developed, in
      order to enable [***] to make an assessment as to whether [***] would like
      to use the [***] under the [***].

            


    

    


    
      	
              8.4

            	
              Except
      for and not including the [***], [***] shall own all right, title, and
      interest in [***].

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              8.5

            	
              In
      relation only to the [***] and [***] (and no other product), [***] hereby
      grants [***], and [***] hereby accepts [***] under and to all [***], to
      the extent such [***] are necessary or useful to research, develop, have
      developed, conduct clinical trials for, formulate, manufacture, have
      manufactured, test, seek regulatory approval for, market, have marketed,
      commercialize, have commercialized, make, have made, use, sell, have sold
      import, have imported and distribute and have distributed [***] or
      [***].  For the avoidance of doubt, the nature of [***] is as
      follows:

            


    

    


    
      	
               
      

            	
              ·

            	
              [***]
      ownership of [***] as set out [***] is not
  affected;

            


    

    


    
      	
               
      

            	
              ·

            	
              [***]
      use of the [***] is limited to use on the [***] and [***];
    and

            


    

     

    
      	
               
      

            	
              ·

            	
              [***]
      can grant further licences of the [***] to any third party, but may not do
      so in relation to the [***] and the
[***].

            


    

    


    [***] is
entitled to [***] (i) Third Parties registered and operating, with respect of
the manufacturing of Product, [***] and (ii) [***] [***] assessed and approved
by [***] on a case-by-case basis, such approval by [***] not be unreasonably
withheld or delayed.  [***] shall execute all documents, give all
declarations regarding the licenses granted under this Clause 8.5 and reasonably
cooperate with [***] to the extent such documents, declarations and/or
cooperation are required for the recordal or registration of the licenses
granted hereunder at the various patent offices for the benefit of [***] and at
[***] cost.

    


    
      	
              8.6

            	
              The
      Parties shall reasonably assist each other in defending themselves against
      a Third Party claim which would impair the exploitation of [***] Patent
      Rights, [***] and/or [***] for the production of the
      Product.  Each Party shall furnish the other with timely written
      notice of any and all infringements and other unauthorized uses by any
      other person, firm, corporation or other entity of any of [***] Patent
      Rights, [***] or [***].  Furthermore, the Parties shall promptly
      inform each other in the event either Party receives notice from any Third
      Party or becomes otherwise aware that the [***] Patent Rights, the [***]
      or the [***] may infringe Third Party Intellectual
    Property.

            


    

    


    
      	
              8.7

            	
              In
      relation only to the [***] and [***] (and no other product), to the extent
      that Lonza Technology (a) is incorporated within the [***] or [***], or
      (b) has been used in the manufacture of the [***] or [***], Lonza hereby
      grants Micromet, and Micromet hereby accepts a [***] license under and to
      Lonza Technology, to research, develop, have developed, conduct clinical
      trials for, formulate, manufacture, have manufactured, test, seek
      regulatory approval for, market, have marketed, commercialize, have
      commercialized, make, have made, use, sell, have sold import, have
      imported and distribute and have distributed [***] or
      [***].  For the avoidance of doubt, the nature of the above
      licence is as follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Lonza’s
      ownership of Lonza Technology is not affected, and except as set out in
      item (iv) below, [***];

            


    

    


    
      	
               
      

            	
              (ii)

            	
              There
      is no [***] to Micromet;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Micromet’s
      use of the Lonza Technology is limited to use on the Product and Modified
      Product; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Lonza
      shall not [***] [***].

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              9. 

            	
              Warranties
      and Indemnification

            


    

    


    
      	
              9.1 

            	
              Lonza
      warranty:  Lonza warrants
that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Works and Services shall be performed in accordance with Clause
      2;

            


    

    


    
      	
               
      

            	
              (b)

            	
              unencumbered
      title (save for any Intellectual Property which may exist) to Product and
      Results will be conveyed to Micromet upon
  Delivery;

            


    

    


    
      	
               
      

            	
              (c)

            	
              on
      the Effective Date the Lonza Technology is owned by Lonza or Lonza is
      otherwise entitled to use it for the purposes of providing Works and
      Services under this Agreement and during the term of this Agreement Lonza
      shall not do or cause anything to be done which would adversely affect
      their ownership or entitlement to use the same for those
      purposes;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Lonza
      has the necessary corporate authorisations to enter into this
      Agreement;

            


    

    


    
      	
               
      

            	
              (e)

            	
              [***];

            


    

    


    
      	
               
      

            	
              (f)

            	
              [***];

            


    

    


    
      	
               
      

            	
              (g)

            	
              on
      the Effective Date to the best of Lonza’s knowledge and belief, the use by
      Lonza of the Lonza Process (excluding any modifications or steps made or
      developed by Micromet, the Micromet Materials and Micromet Technology) and
      Lonza Technology for the performance of the Works and Services as provided
      herein will not infringe any rights (including without limitation any
      intellectual or industrial property rights) vested in any Third Party
      (provided, however,
      that Micromet shall waive any breach of this warranty which arises
      if a court of competent jurisdiction determines that the use by Lonza of
      the Lonza Process, the Lonza Technology for the Works and Services
      infringes the Intellectual Property of a Third Party, provided that and for so long as
      Lonza actually indemnifies Micromet pursuant to Clause 9.4
      below);

            


    

    


    
      	
               
      

            	
              (h)

            	
              subject
      to Clause 2.4, the Product will meet the
  Specifications;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Lonza
      shall not use the Micromet Confidential Information, Micromet Materials,
      the Micromet Technology, the Process and the [***] for any purposes other
      than the Works and Services to be performed for Micromet hereunder;
      and

            


    

    


    
      	
               
      

            	
              (j)

            	
              Lonza
      will notify Micromet in writing immediately if it receives or is notified
      of a claim from a Third Party that the use by Lonza of the Process and/or
      the Lonza Technology or [***] for Works and Services infringes any
      Intellectual Property vested in such Third
  Party.

            


    

    


    
      	
              9.2 

            	
              Micromet
      warranty:  Micromet warrants
  that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              on
      the Effective Date to the best of Micromet's knowledge and belief,
      Micromet has the right to supply the Cell Line, the Micromet Process, the
      other Micromet Materials and the Micromet Technology to Lonza and the
      necessary rights to licence or permit Lonza to use the same for the
      purpose of the Works and Services;

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              Micromet
      has the necessary corporate authorisations to enter into this
      Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      of the Cell Line, the Micromet Process, other Micromet Materials, and
      Micromet Technology not owned by Micromet are licensed to Micromet under a
      licence which will permit their use by Lonza to perform the Works and
      Services;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Micromet
      has the right to disclose the Micromet Confidential Information and to
      allow the use of the Micromet Confidential Information by Lonza for the
      purposes of and in accordance with the terms of this Agreement, and the
      disclosure of the Micromet Confidential Information from Micromet to Lonza
      and the use of such Micromet Confidential Information by Lonza in
      accordance with the terms of this Agreement does not constitute
      [***];

            


    

    


    
      	
               
      

            	
              (e)

            	
              Micromet
      has agreed to indemnify [***] regarding the transfer of Micromet
      Technology and Micromet Materials and such indemnification obligations
      correspond to (or go beyond) the obligations in Section 3.6 of the
      [***];

            


    

    


    
      	
               
      

            	
              (f)

            	
              on
      the Effective Date and to the best of Micromet's knowledge and belief, the
      timescales as set out in the Project Plan are realistic and Micromet will
      be able to provide the Micromet Technology and the Micromet Materials to
      perform the Works and Services in a timely
  manner;

            


    

    


    
      	
               
      

            	
              (g)

            	
              on
      the Effective Date and to the best of Micromet's knowledge and belief, no
      additional work is required to achieve the
  Deliverables;

            


    

    


    
      	
               
      

            	
              (h)

            	
              on
      the Effective Date and to the best of Micromet's knowledge and belief, the
      use by Lonza of the Cell Line, the Micromet Process, other Micromet
      Materials and the Micromet Technology for the Works and Services
      (including without limitation the manufacture of the Product and excluding
      any modifications or steps made or developed by Lonza and the Lonza
      Technology) will not infringe any Intellectual Property of any Third Party
      (provided, however,
      that Lonza shall waive any breach of this warranty which arises if
      a court of competent jurisdiction determines that the use by Lonza of the
      Cell Line, other Micromet Materials or the Micromet Technology for the
      Works and Services infringes the Intellectual Property of a Third Party,
      provided that and
      for so long as Micromet actually indemnifies Lonza pursuant to Clause 9.5
      below);

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Micromet Process had been used to manufacture Product in accordance with
      cGMP and the Specifications; and

            


    

    


    
      	
               
      

            	
              (j)

            	
              Micromet
      will promptly notify Lonza in writing if it receives or is notified of a
      claim from a Third Party that the Cell Line, the Micromet Process, other
      Micromet Materials, the Micromet Confidential Information, Micromet
      Technology or that the use by Lonza thereof for the provision of the Works
      and Services infringes any Intellectual Property of such Third
      Party.

            


    

    


    
      	
               
      

            	
              For
      the avoidance of doubt, Section 3.3 of the [***] does in no way limit the
      warranties given under this Clause
9.2.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        
          
            
              	
                      Execution
      Copy

                    	
                      

                    


            

          

        

      

    

    


    
      	
              9.3

            	
              Disclaimer:  THE
      WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
      WARRANTIES, AND, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS
      AGREEMENT, ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, ARE EXPRESSLY
      DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY
      OR FITNESS FOR A PARTICULAR
PURPOSE.

            


    

    


    
      	
              9.4

            	
              Indemnification by
      Lonza: Subject to Clause 9.6 below, Lonza shall defend,
      indemnify and hold harmless each of Micromet, its Affiliates, and their
      directors, officers, and employees and the successors and assigns of any
      of the foregoing (each a "Micromet Indemnitee")
      from and against any Third Party claims, actions, liabilities, costs and
      expenses (including court costs and legal fees on a full indemnity basis)
      that Micromet may suffer arising directly out
of

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      breach of the warranties given by Lonza in Clause 9.1 above;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      claims alleging that Lonza’s use of the Lonza Process (i.e., claims which
      do not allege that the Micromet Process is infringing), the Lonza
      Technology and/or [***] (i.e., claims which do not allege that the use of
      [***] and/or the [***] is infringing) infringes any rights (including
      without limitation any Intellectual Property) vested in a Third Party
      (whether or not Lonza knows or ought to have known the same), provided that there
      shall be excluded from this indemnity all Micromet revenue;
    or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      negligent or willful act or omission of Lonza in relation to the
      Product.

            


    

    


    
      	
              9.5

            	
              Indemnification by
      Micromet:  Subject to Clause
      9.6 below, Micromet shall defend, indemnify and hold harmless each of
      Lonza, its Affiliates, and their directors, officers, and employees and
      the successors and assigns of any of the foregoing (each a "Lonza Indemnitee") from
      and against any Third Party claims, actions, liabilities, costs and
      expenses (including court costs and legal fees on a full indemnity basis),
      that Lonza may suffer arising directly out
of

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      breach of the warranties given by Micromet in Clause 9.2 above;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      claims alleging Lonza’s use of the Cell Line, the Micromet Process, the
      Micromet Materials or the Micromet Technology infringes any rights
      (including, without limitation, any Intellectual Property) vested in any
      Third Party (whether or not Micromet knows or ought to have known about
      the same) provided
      that there shall be excluded from this indemnity all Lonza actual
      or potential revenues other than those which are an integral part of any
      Price or fees which Micromet is obliged to pay to Lonza under this
      Agreement; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      negligent or wilful act or omission of Micromet in relation to the
      Product; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      claims raised by [***] against Lonza under Section 3.6 (b) and/or (c) of
      the [***], and any claims resulting from an early termination of the [***]
      by [***], provided that Micromet is not required to indemnify Lonza of
      such claims under Clause 9.4 above.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              9.6

            	
              Indemnification
      Procedure: If a Lonza Indemnitee or Micromet Indemnitee (the
      "Indemnitee")
      intends to claim indemnification under this Clause 9, it shall promptly
      notify the other Party (the "Indemnitor") in writing
      of such alleged liability.  The Indemnitor shall have the right
      to control the defence thereof with counsel of its choice as long as such
      counsel is reasonably acceptable to Indemnitee; provided, however, that
      any Indemnitee shall have the right to retain its own counsel at its own
      expense, for any reason, including if representation of any Indemnitee by
      the counsel retained by the Indemnitor would be inappropriate due to
      actual or potential differing interests between such Indemnitee and any
      other Party reasonably represented by such counsel in such
      proceeding.  The Indemnitee, its employees and agents, shall
      reasonably cooperate with the Indemnitor and its legal representatives in
      the investigation of any liability covered by this Clause
      9.  The obligations of this Clause 9.6 shall not apply to
      amounts paid in settlement of any claim, demand, action or other
      proceeding if such settlement is effected without the consent of the
      Indemnitor, which consent shall not be withheld or delayed
      unreasonably.  The failure to deliver written notice to the
      Indemnitor within a reasonable time after the commencement of any such
      action, if prejudicial to its ability to defend such action, shall relieve
      the Indemnitor of any obligation to the Indemnitee under this Clause
      9.  It is understood that only Lonza or Micromet may claim
      indemnity under this Clause 9 (on its own behalf or on behalf of its
      Indemnitees), and other Indemnitees may not directly claim indemnity
      hereunder.

            


    

    


    
      	
              9.7

            	
              Disclaimer of Consequential
      Damages:  Subject to the second sentence of this Clause
      9.7, in no event shall either Party be liable to the other Party for
      incidental, indirect, special, punitive or consequential damages arising
      from or related to breach of this Agreement.  The foregoing
      disclaimer of damages shall not apply in the case of (a) breach of Clause
      10 (Confidentiality), (b) personal injury or death, or (c) grossly
      negligent or intentionally wrongful acts or
  omissions.

            


    

    


    
      	
              9.8

            	
              Limitation of
      Liability:  Subject to clause 9.7 and to the second
      sentence of this clause 9.8, in no event shall Lonza’s liability to
      Micromet for direct damages arising from or related to breach of this
      Agreement exceed the total maximum aggregate sum payable under this
      Agreement by Micromet.  The foregoing limitation of liability
      shall not apply in the case of (a) breach of clause 10 (Confidentiality),
      (b) personal injury or death, or (c) negligent or intentionally wrongful
      acts or omissions.

            


    

    


    
      	
              9.9

            	
              Insurance:  Lonza
      and Micromet shall obtain and maintain during the term of this Agreement
      and for [***] thereafter general liability insurance with a reputable and
      solvent insurance provider in the amount of [***] per event or linked
      events.  Such general liability insurance shall insure against
      all mandatory liability including liability for personal injury, physical
      injury and property damage.  The Parties shall provide each
      other with written proof of the existence of such insurance upon
      request.

            


    

    


    
      	
              9.10

            	
              [***]:  In order to
      execute this Agreement, Micromet has required Lonza to enter into the
      [***].  Micromet acknowledges and agrees that Lonza has no
      liability to Micromet under this Agreement or otherwise, should any action
      or step be taken by [***] and/or Lonza in compliance with the
      [***].

            


    

    


    
      	
              10.

            	
              Confidentiality

            


    

    


    
      	
              10.1

            	
              Micromet
      acknowledges that Lonza Confidential Information, and Lonza acknowledges
      that Micromet Confidential Information (jointly the "Confidential
      Information") with which they are supplied by the other pursuant to
      the Agreement are supplied, subject to Clause 10.5, in circumstances
      imparting an obligation of confidence and each agrees to keep such
      Confidential Information secret and confidential and to respect the
      other's proprietary rights therein and not at any time for any reason
      whatsoever to disclose or permit such Confidential Information to be
      disclosed to any Third Party save as expressly provided
      herein.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              10.2

            	
              Micromet
      and Lonza shall each procure that all their respective employees,
      consultants, contractors and persons for whom it is responsible having
      access to Lonza Confidential Information or Micromet Confidential
      Information shall be subject to the same obligations of confidence as the
      principals pursuant to Clauses 10.1 and 10.3 and shall be bound by secrecy
      agreements in support of such
obligations.

            


    

    


    
      	
              10.3

            	
              Lonza
      and Micromet each undertake not to disclose or permit to be disclosed to
      any Third Party other than to those of its officers, employees, agents,
      consultants, licensees and financial investors that have a need to know
      the Confidential Information of the disclosing Party for purposes of this
      Agreement, provided
      that such disclosure will be made under a confidentiality
      non-disclosure agreement comprising of terms at least as stringent as the
      confidentiality provisions under this Clause
      10.  [***].

            


    

    


    
      	
              10.4

            	
              Notwithstanding
      Clause 10.3, Lonza and Micromet each undertake not to otherwise make use
      of or permit to be made use of the Confidential Information of the other
      Party or except to the extent that the same is required to be disclosed
      pursuant to subpoena, court order, judicial process or otherwise by law,
      provided that the
      receiving Party provides prompt notice to the disclosing Party of such
      requirement in order to give the disclosing Party an opportunity to timely
      seek a protective order or other appropriate judicial
      relief.  In the event the disclosing Party is unable to obtain a
      protective order or other appropriate judicial relief, the receiving Party
      shall disclose only that portion of the disclosing Party’s Confidential
      Information which is legally required to be disclosed, and ensure that all
      such Confidential Information of the disclosing Party shall be redacted to
      the fullest extent permitted by law prior to such disclosure and that the
      disclosing Party shall be given an opportunity to review the Confidential
      Information prior to its
disclosure.

            


    

    


    
      	
              10.5

            	
              The
      obligations of confidence referred to in this Clause 10 shall not extend
      to any information for which the receiving Party can prove by written
      evidence that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              it
      was or became generally available to the public otherwise than by reason
      of a breach by the receiving Party of the provisions of this Clause
      10;

            


    

    


    
      	
               
      

            	
              (b)

            	
              it
      was known to the receiving Party and is at its free disposal prior to its
      receipt from the disclosing Party;

            


    

    


    
      	
               
      

            	
              (c)

            	
              it
      was subsequently disclosed to the receiving Party without being made
      subject to an obligation of confidence by a Third
  Party;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Lonza
      or Micromet are required to disclose under any statutory, regulatory or
      similar legislative requirement, subject to the imposition of obligations
      of secrecy wherever possible in that relation;
  or

            


    

    


    
      	
               
      

            	
              (e)

            	
              it
      was developed by any servant or agent of the receiving Party without
      access to or use or knowledge of the information by the disclosing
      Party.

            


    

    


    
      	
              10.6

            	
              The
      Parties acknowledges that:

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              (a)

            	
              without
      prejudice to any other rights and remedies that the Parties may have, the
      Parties agree that the Lonza Confidential Information and Micromet
      Confidential Information is valuable and that damages may not be an
      adequate remedy for any breach of the provisions of this Clause
      10.  The Parties agree that the relevant Party will be entitled
      without proof of special damage to seek the remedies of an injunction and
      other equitable relief for any actual or threatened breach by the other
      Party;

            


    

    


    
      	
               
      

            	
              (b)

            	
              save
      as provided herein Lonza shall not at any time have any right, title,
      licence or interest in or to the Micromet Technology or any other
      Intellectual Property vested in Micromet or to which Micromet is entitled;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              save
      as provided herein Micromet shall not at any time have any right, title,
      licence or interest in or to Lonza Confidential Information, the Lonza
      Technology or any other Intellectual Property relating to the Process
      which are vested in Lonza or to which Lonza is otherwise
      entitled.

            


    

    


    
      	
              10.7

            	
              All
      Confidential Information is and shall remain the sole and exclusive
      property of the disclosing Party.  The receiving Party agrees
      that upon termination of this Agreement and subject to Micromet's right to
      retain certain Confidential Information under the Technology Transfer and
      License Agreement, within [***] thereafter, the receiving Party
      shall:  (a) cease any use of the Confidential Information,
      including any [***], and all copies of the foregoing or any portion
      thereof, in whatever form or medium stored, and (b) transfer all
      Confidential Information of the disclosing Party, including all documents,
      samples, summaries, extracts, records or other materials that contain any
      Confidential Information, in whatever form or medium stored, to the
      disclosing Party or its designee, and such designee shall be subject to
      legally binding nondisclosure and use restrictions that are at least as
      restrictive as the terms of this Agreement, and (c) upon completion of
      such transfer, certify in writing that such transfer is
      complete.

            


    

    


    
      	
              11.

            	
              Option
      for [***]

            


    

    


    
      	
              11.1

            	
              Lonza
      hereby grants to Micromet an option to conclude a [***] for the
      [***].  The terms and conditions of such [***] shall be
      negotiated in good faith and based on the conditions provided in Schedule
      13.  On a regular basis during the term of this
      Agreement, Lonza will inform Micromet about the lead times for [***] and
      the Parties will agree on any reasonable updates to Schedule 13, such
      first update to be agreed after establishment of the Process at
      Lonza.

            


    

    


    
      	
              11.2

            	
              Due
      to the need of [***], Micromet will [***].  In the event that
      such [***] is not concluded before regulatory approval for the Product is
      granted, Micromet's option under this Clause 11 will
    expire.

            


    

    


    
      	
              12.

            	
              Termination
      of the Agreement, Termination of Certain Works and Services or
      Slots

            


    

    


    
      	
              12.1

            	
              This
      Agreement shall commence on the Effective Date and shall expire upon
      completion of the Works and Services, unless earlier terminated in
      accordance with this Clause 12.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              12.2

            	
              If
      it becomes apparent to either Lonza or Micromet at any stage in the
      provision of the Works and Services that it will not be possible to
      complete the Works and Services for scientific or technical reasons, such
      issue shall be discussed in the Steering Committee and a [***] period
      shall be allowed for good faith discussion and attempts to resolve such
      problems or to agree on a mutual termination of this Agreement. If such
      problems are not resolved within such period, Micromet shall be entitled
      to terminate the Agreement forthwith by notice in writing and with
      immediate effect.  Furthermore, Micromet may in its sole
      discretion terminate this Agreement in whole or terminate certain Works
      and Services or production slots of the Project Plan at any time for any
      reason by giving not less than [***] notice in writing to
      Lonza.  In the event of any such termination outlined above,
      Micromet shall pay to Lonza a termination sum calculated by reference to
      all the Works and Services performed by Lonza prior to such termination
      (including a pro rata proportion of the Price for any stage of the Works
      and Services which is in process at the date of termination) and all
      expenses reasonably incurred by Lonza in giving effect to such
      termination, including the costs of terminating any commitments entered
      into under the Agreement, provided, however, that
      Lonza will make all reasonable efforts to use any materials and services
      intended for Micromet for other purposes.  The termination sum
      shall not exceed the unpaid Price for the stage in process and any prior
      stages and no re-imbursement to Lonza is owed by Micromet in the event
      notice to terminate Works and Services pursuant to this Clause 12.2 is
      issued to Lonza more than [***] before Lonza's then estimated start date
      for any stage.

            


    

    


    
      	
              12.3

            	
              In
      the event of termination pursuant to Clause 12.2 and subject to Clauses
      12.5, 12.6 and 12.7 Micromet shall pay Lonza a termination sum regarding
      terminated production slots calculated in accordance with the principles
      of Clause 12.2 above plus:

            


    

    


    
      	
               
      

            	
              (a)

            	
              in
      the event notice to terminate Works and Services pursuant to this Clause
      12.3 is issued to Lonza [***] or less before Lonza’s then estimated start
      date for any stage of those Works and Services which include activities in
      Lonza’s cGMP fermentation and/or purification facilities (i.e., the cGMP
      Batches), or is issued to Lonza at any time during any such stage,
      Micromet shall pay Lonza a sum equal to [***] [***], which payment to
      Lonza shall become due on the date of termination of such Works and
      Services; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      the event notice to terminate Works and Services pursuant to this Clause
      12.3 is issued to Lonza more than [***] but not more than [***] before
      Lonza’s then estimated start date for any stage of those Works and
      Services which include activities in Lonza’s cGMP fermentation and/or
      purification facilities (i.e. the cGMP Batches), Micromet shall pay Lonza
      a sum equal to [***] [***]; which payment to Lonza shall become due on the
      date of termination of such Works and Services;
  or

            


    

    


    
      	
               
      

            	
              (c)

            	
              in
      the event notice to terminate Works and Services pursuant to this Clause
      12.3 is issued to Lonza more than [***] but not more than [***] months
      before Lonza’s then estimated start date for any stage of those Works and
      Services which include activities in Lonza’s cGMP fermentation and/or
      purification facilities (i.e. the cGMP Batches), Micromet shall pay Lonza
      a sum equal to [***] [***]; which payment to Lonza shall become due on the
      date of termination of such Works and
Services.

            


    

    


    
      	
               
      

            	
              The
      price of the [***] shall not include the [***].  Any [***]
      ordered at the time of termination which cannot be used by Lonza for other
      purposes will be paid by Micromet and Micromet may request transfer of
      such [***] to Micromet.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              No
      re-imbursement to Lonza is owed by Micromet in the event notice to
      terminate Works and Services pursuant to this Clause 12.3 is issued to
      Lonza more than [***] months before Lonza's then estimated start date for
      any Batch.  Furthermore and for the avoidance of doubt, no
      re-imbursement to Lonza is owed by Micromet
  [***]

            


    

    


    
      	
              12.4

            	
              Lonza
      shall use commercially reasonable efforts to otherwise
      [***].  The obligation to make payment under Clause12.3 shall be
      reduced (retrospectively, and hence Lonza shall make an appropriate refund
      to Micromet) to the extent that Lonza mitigates its loss in this regard
      (and Lonza shall promptly notify Micromet of any such
      mitigation).  This provision shall not entitle Micromet to be
      refunded an amount greater than that paid by Micromet to Lonza pursuant to
      this Clause 12 and Lonza shall be entitled to deduct from the amount due
      to be refunded to Micromet its reasonable personnel and associated costs
      in attempting to mitigate its loss.

            


    

    


    
      	
              12.5

            	
              For
      the avoidance of doubt activities relating to cGMP fermentation shall be
      deemed to commence with the date of removal of the vial of cells from
      frozen storage for the performance of the
  fermentation.

            


    

    


    
      	
              12.6

            	
              The
      Parties may each terminate the Agreement forthwith by notice in writing to
      the other Party if the other commits a material breach of the Agreement
      (which shall include a breach of the warranties set out in Clause 9 above)
      which in the case of a breach capable of remedy is not remedied within
      [***] in the event of a breach of payment obligations, and within [***] in
      the event of any other breach, of the receipt by the other of notice
      identifying the breach and requiring its
remedy.

            


    

    


    
      	
              12.7

            	
              Micromet
      may terminate this Agreement forthwith by notice in writing to Lonza upon
      the occurrence of any of the following
events:

            


    

    


    
      	
               
      

            	
              (a)

            	
              [***];

            


    

    


    
      	
               
      

            	
              (b)

            	
              [***];

            


    

    


    
      	
               
      

            	
              (c)

            	
              [***].

            


    

    


    
      	
              12.8

            	
              Upon
      the termination of this Agreement for whatever
  reason:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Lonza
      shall promptly return to Micromet all Micromet Know How and shall dispose
      of or return to Micromet the Micromet Materials, the Micromet Cell Line
      and the Micromet Process and any materials therefrom, as directed by
      Micromet;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Micromet
      shall promptly return to Lonza all Lonza Confidential Information it has
      received from Lonza;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Lonza
      shall summarize all Works and Services performed up to the termination of
      the Agreement and provide such summary documents to
    Micromet;

            


    

    


    
      	
               
      

            	
              (d)

            	
              subject
      to Clause 14 below, Micromet shall not thereafter use or exploit the Lonza
      Technology in any way whatsoever;
and

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              (e)

            	
              Lonza
      and Micromet shall do all such acts and things and shall sign and execute
      all such deeds and documents as the other may reasonably require to
      evidence compliance with this Clause
12.8.

            


    

    


    
      	
              12.9

            	
              Termination
      of this Agreement for whatever reason shall not affect the accrued rights
      of either Lonza or Micromet arising under or out of this Agreement and all
      provisions which are expressed to survive the Agreement shall remain in
      full force and effect.

            


    

    


    
      	
              13.

            	
              [***]

            


    

    


    Lonza
agrees that [***] of the [***] for the [***] or [***], it shall not, directly or
indirectly:

    


    
      	
               
      

            	
              (a)

            	
              engage
      in, continue in or carry on [***] as the [***] or [***], including [***]
      which is so engaged;

            


    

    


    
      	
               
      

            	
              (b)

            	
              consult
      with, advise or assist in any way, whether or not for consideration, any
      corporation or other business organization [***] as the [***] or
      [***];

            


    

    


    
      	
               
      

            	
              (c)

            	
              engage
      in any practice the purpose of which is to evade the provisions of this
      [***];

            


    

    


    
      	
               
      

            	
              provided, however, that
      the foregoing prohibition does not extend to [***] of the [***] of the
      [***].

            


    

    


    
      	
              14.

            	
              Technology
      Transfer and License

            


    

    


    
      	
               
      

            	
              At
      any time during the course of this Agreement [***], Micromet has the
      option to conclude the Technology Transfer and License Agreement between
      Micromet and Lonza attached hereto as Schedule 14, in
      order to allow Micromet (or a [***] designated by Micromet) to replicate
      the Process (as it exists at the date of such request) in the manufacture
      of the Product in order to either establish a second source for supply or
      to transfer manufacturing to a Third Party, provided, however, that
      [***]).  Following exercise of the option and provided [***] of
      Lonza have been used for the manufacture of Product, Lonza shall supply to
      Micromet such information and assist Micromet regarding access to [***],
      as is agreed therein.

            


    

    


    
      	
              15.

            	
              Force
      Majeure

            


    

    


    
      	
              15.1

            	
              If
      Lonza is prevented or delayed in the performance of any of its obligations
      under the Agreement by Force Majeure and shall give written notice thereof
      to Micromet specifying the matters constituting Force Majeure together
      with such evidence as Lonza reasonably can give and specifying the period
      for which it is estimated that such prevention or delay will continue,
      Lonza shall be excused from the performance or the punctual performance of
      such obligations as the case may be from the date of such notice for so
      long as such cause of prevention or delay shall
  continue.

            


    

    


    
      	
              15.2

            	
              The
      expression "Force
      Majeure" shall be deemed to include any cause affecting the
      performance by Lonza of the Agreement arising from or attributable to
      acts, events, acts of God, omissions or accidents beyond the reasonable
      control of Lonza.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              16.

            	
              Governing
      Law, Jurisdiction and
Enforceability

            


    

    


    
      	
              16.1

            	
              The
      construction, validity and performance of the Agreement shall be governed
      by the laws of Switzerland.

            


    

    


    
      	
              16.2

            	
              No
      failure or delay on the part of either Lonza or Micromet to exercise or
      enforce any rights conferred on it by the Agreement shall be construed or
      operate as a waiver thereof nor shall any single or partial exercise of
      any right, power or privilege or further exercise thereof operate so as to
      bar the exercise or enforcement thereof at any time or times
      thereafter.

            


    

    


    
      	
              16.3

            	
              Any
      disputes relating to issues arising from this Agreement shall, in the
      absence of resolution within [***] of the dispute arising, be referred to
      the [***] of Micromet and Lonza, who shall discuss the matter and attempt
      to resolve it by mutual consent.  The [***] of Micromet and
      Lonza shall meet once face-to-face within [***] to discuss and resolve the
      dispute.  If the dispute cannot be resolved within [***], either
      Party may, by written notice to the other Party, invoke the mediation
      procedure set out in Clause 16.4
below.

            


    

    


    
      	
              16.4

            	
              If
      a dispute arises between the Parties that the Parties cannot resolve
      pursuant to Clause 16.3 above, the Parties agree to try to solve such
      dispute amicably by mediation.  The Parties shall conduct a
      mediation procedure according to the ICC ADR Rules of the International
      Chamber of Commerce (ICC) in effect on the date of the commencement of the
      mediation proceedings.  The location of the mediation
      proceedings will be Basel. The number of mediators will be one
      (1).  The language of the mediation proceeding will be
      English.  If the dispute has not been settled pursuant to the
      said rules within [***] following the filing of a request for mediation or
      within such other period as the Parties may agree in writing, either Party
      may submit the dispute to final and binding
  arbitration.

            


    

    


    
      	
              16.5

            	
              Any
      dispute relating to the validity, performance, construction or
      interpretation of this Agreement, which cannot be resolved amicably
      between the Parties, shall be submitted to arbitration in accordance with
      the ICC Arbitration Rules of the International Chamber of
      Commerce.  The decision of the arbitrators shall be final and
      binding upon the Parties (absent manifest error on the part of the
      arbitrator(s)) and enforceable in any court of competent
      jurisdiction.  The location of arbitration will be
      Basel.  The arbitration will be heard and determined by one (1)
      arbitrator, who will be jointly selected by Lonza and
      Micromet.  If, within [***] following the date upon which a
      claim is received by the respondent, the Parties cannot agree on a single
      arbitrator, the arbitration will be heard and determined by three (3)
      arbitrators, with one arbitrator being appointed by each Party and the
      third arbitrator being selected by the two Party-appointed
      arbitrators.  If either Party fails to select an arbitrator, or
      if the Party-appointed arbitrators cannot agree on a third arbitrator
      within [***] of the respondent receiving the claim, such arbitrator will
      be appointed by the International Court of Arbitration according to the
      ICC Rules.  The arbitration award that is consistent with the
      provisions of this Agreement that is so given will be binding upon the
      Parties, accompanied by a reasoned opinion in writing (in English), and
      the judgment on the award may be entered in any court having competent
      jurisdiction thereof.  Each Party will bear its own costs and
      expenses (including its attorney’s fees) associated with any arbitration
      initiated under this section, and each Party will bear an equal share of
      the arbitrators’ and administrative fees associated with any arbitration
      initiated under this section.  The language of the arbitration
      proceeding will be English.  Notwithstanding the provisions of
      this Clause 16.5, each Party shall have the right to seek preliminary or
      permanent injunctive or other equitable relief in any court of competent
      jurisdiction as such Party deems necessary to preserve its rights and to
      protect its interests.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              16.6

            	
              Nothing
      in this Clause 16 shall prevent a Party from exercising any right under
      this Agreement, including the right of termination under Clause 12
      above.

            


    

    


    
      	
              17.

            	
              Notices

            


    

    


    
      	
              17.1

            	
              Any
      notice or other communication to be given under this Agreement shall be
      delivered personally or sent by facsimile transmission, or if facsimile
      transmission is not available, by first class pre-paid post addressed as
      follows:

            


    

    


    
      	
              (a)

            	
              If to Lonza to: 

            	
              Lonza Sales AG

            
	 
      	 
      	
              Muenchensteinerstrasse 38

            
	 
      	 
      	
              CH-4402 Basel

            
	 
      	 
      	
              Switzerland  

            
	 
      	 
      	
              Facsimile: +41 61 316 8329

            
	 
      	 
      	
              Attention: The Head of Legal Services

            
	 
      	 
      	 
      
	 
      	
              with a copy to:

            	
              Lonza Biologics plc

            
	 
      	 
      	
              228 Bath Road

            
	 
      	 
      	
              Slough

            
	 
      	 
      	
              Berkshire SL1 4DX

            
	 
      	 
      	
              England

            
	 
      	 
      	
              Facsimile: +44 1753 777001

            
	 
      	 
      	
              Attention:  The Head of Legal Services

            
	 
      	 
      	 
      
	
              (b)

            	
              If to Micromet to:

            	
              Micromet AG

            
	 
      	 
      	
              Staffelseestrasse 2

            
	 
      	 
      	
              D-81477 Munich

            
	 
      	 
      	
              Germany

            
	 
      	 
      	
              Facsimile: +49-89-895 277 205

            
	 
      	 
      	
              Attention: Head of Business Development

            
	 
      	 
      	 
      
	
               

            	
              
                with a copy to:

              

            	
              Micromet, Inc. 
      

            
	 
      	 
      	
              6707 Democracy Boulevard

            
	 
      	 
      	
              Suite 505

            
	 
      	 
      	
              Bethesda, MD 20817

            
	 
      	 
      	
              United States of America

            
	 
      	 
      	
              Attention: General Counsel

            
	 
      	 
      	
              Facsimile: +1 240 752-1425

            


    

    


    or to
such other destination as either Party hereto may hereafter notify to the other
in accordance with the provisions of this Clause 17.

    


    
      	
              17.2

            	
              All
      such notices or other communications shall be deemed to have been served
      as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if
      delivered personally, at the time of such
  delivery;

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              if
      sent by facsimile, upon receipt of the transmission confirmation slip
      showing completion of the
transmission;

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      sent by first class pre-paid post, ten (10) business days (Saturdays,
      Sundays and Bank or other public holidays excluded) after being placed in
      the post.

            


    

    


    
      	
              18.

            	
              Illegality

            


    

    


    
      	
              18.1

            	
              If
      any provision or term of this Agreement or any part thereof shall become
      or be declared illegal, invalid or unenforceable for any reason whatsoever
      including but without limitation by reason of the provisions of any
      legislation or other provisions having the force of law or by reason of
      any decision of any Court or other body or authority having jurisdiction
      over the Parties hereto or this Agreement including the EC Commission or
      the European Court of Justice:

            


    

     

    
      	
               
      

            	
              (a)

            	
              such
      provision shall, so far as it is illegal, invalid or unenforceable, be
      given no effect by the Parties and shall be deemed not to be included in
      this Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      other provisions of this Agreement shall be binding on the Parties as if
      such provision was not included therein;
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Parties agree to negotiate in good faith to amend such provision to the
      extent possible for incorporation herein in such reasonable manner as most
      closely achieves the intention of the Parties without rending such
      provision invalid or unenforceable.

            


    

    


    
      	
              19.

            	
              Quality
      Agreement

            


    

    


    
      	
               
      

            	
              Simultaneously
      with the execution of this Agreement, the Parties will enter into a
      separate quality agreement as annexed hereto as Schedule 10
      ("Quality
      Agreement").  The Quality Agreement and its Exhibits
      supplement this Agreement.  To the extent that inconsistencies
      exist between the contents of the Quality Agreement and this Agreement,
      the stipulations of this Agreement shall
  prevail.

            


    

    


    
      	
              20.

            	
              Miscellaneous

            


    

    


    
      	
              20.1

            	
              Lonza
      shall be entitled to instruct one or more of its Affiliates to perform any
      of Lonza’s obligations contained in this Agreement, but Lonza shall remain
      fully responsible in respect of those obligations.  Subject
      thereto, neither Party shall be entitled to assign, transfer, charge or in
      any way make over the benefit and/or the burden of this Agreement without
      the prior written consent of the other which consent shall not be
      unreasonably withheld or delayed, save that either Party shall be entitled
      without the prior written consent of the other Party to assign, transfer,
      charge, sub-contract, deal with or in any other manner make over the
      benefit and/or burden of this Agreement to a successor of that Party’s
      business by reason of merger, sale or license of all or substantially all
      of its assets related to this Agreement or any other form of
      acquisition.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    
      	
              20.2

            	
              The
      obligations of the Parties under Clauses 8 (Intellectual Property), 9
      (Warranties and Indemnification), 10 (Confidentiality), and 12.8 and 12.9
      (consequences of termination) and 14 (Technology Transfer and License)
      shall survive the termination of this Agreement for any
      reason.

            


    

    


    
      	
              20.3

            	
              The
      press releases that Micromet and Lonza will issue upon execution of this
      Agreement are attached hereto as Schedule
      15.  The text of any further press release or other
      further communication to be published by or in the media concerning the
      subject matter of the Agreement shall require the prior written approval
      of Lonza and Micromet.

            


    

    


    
      	
              20.4

            	
              The
      Agreement embodies the entire understanding of Lonza and Micromet and
      there are no promises, terms, conditions or obligations, oral or written,
      expressed on implied, other than those contained in the
      Agreement.  The terms of the Agreement shall supersede all
      previous agreements (if any) which may exist or have existed between Lonza
      and Micromet relating to the Works and
Services.

            


    

    


    
      	
              20.5

            	
              The
      Parties to this Agreement do not intend that any term hereof should be
      enforceable by any person who is not a Party to this
      Agreement.

            


    

    


    
      	
              20.6

            	
              No
      variation of or addition to this Agreement or any part thereof shall be
      effective unless in writing and signed on behalf of both
      Parties.  Notwithstanding the above the Parties hereby confirm
      that amendments to the Specifications shall be effective if reduced to
      writing and signed by the quality and/or regulatory representative of both
      Parties, which quality and/or regulatory representative shall be nominated
      from time to time by each Party.

            


    

    


    List
of Schedules:

    


    
      	
              Schedule 1:

            	
              Micromet
      Materials including Cell Line Particulars

            
	
              Schedule 2:

            	
              Product
      Specifications

            
	
              Schedule 3:

            	
              Prices
      and Terms of Payment

            
	
              Schedule 4:

            	
              Identification
      of Lonza Know How

            
	
              Schedule 5:

            	
              List
      of Lonza Patent Rights

            
	
              Schedule 6:

            	
              Identification
      of Micromet Know-How

            
	
              Schedule 7:

            	
              List
      of Micromet Patent Rights

            
	
              Schedule 8 A: 

            	
              Project
      Plan up to Stage 30

            
	
              Schedule 8 B:

            	
              Project
      Plan for pre-LA (as of Stage 31)

            
	
              Schedule 9:

            	
              [***]
      Agreement

            
	
              Schedule 10:

            	
              Quality
      Agreement

            
	
              Schedule 11:

            	
              Testing
      of Product

            
	
              Schedule 12:

            	
              Territories

            
	
              Schedule 13:

            	
              Terms
      and Conditions for [***]

            
	
              Schedule 14:

            	
              Technology
      and License Agreement

            
	
              Schedule 15:

            	
              Micromet
      Press Release and Lonza Press
Release

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
      
        	
                Execution
      Copy

              	
                

              


      

    

    


    AS
WITNESS the hands of the duly authorised representatives of the Parties hereto
the day and year first above written.

     

    
      
        
          
            	
                    Micromet
      AG

                  	 
      	
                    Lonza
      Sales AG

                  
	 	 	 


          

        

      

    

    
      	
              Signature:

            	
              /s/ Jens Hennecke

            	 
      	
              Signature:

            	
              /s/ Una
Hultry

            


    

    
      
        
          
            	
                    Printed
      Name:

                  	
                    Jens Hennecke

                  	 
      	
                    Printed
      Name:

                  	
                    Una
Hultry

                  


          

        

      

    

    
      
        
          
            
              
                	
                        Title:

                      	
                        SVP Business Development

                      	 
      	
                        Title:

                      	
                        Authorized Signatory

                      
	 	 	 	 	 


              

            

          

        

      

    

    
      
        
          
            	
                    Signature:

                  	
                    /s/ Patrick Baeuerle

                  	 
      	
                    Signature:

                  	
                    /s/ Gerry
Kennedy

                  


          

        

      

    

    
      
        
          
            	
                    Printed Name:

                  	
                    Patrick Baeuerle

                  	 
      	
                    Printed
      Name:

                  	
                    Gerry
Kennedy

                  


          

        

      

    

    
      	
              Title:

            	
              SVP, Chief Scientific
    Officer

            	 
      	
              Title:

            	
              Authorized
  Signatory

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
1

    


    Micromet Materials including
Cell Line Particulars

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
2

    Product
Specifications

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
3

    


    Price and Terms of
Payment

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
4

    


    Identification of Lonza
Know-How

    (to
be licensed to Micromet under Schedule 14)

    


    
      [***]

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
5

    


    List of Lonza Patent
Rights

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
6

    


    Identification of Micromet
Know How

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
7

    


    List of Micromet Patent
Rights

    


    
      
        
          	
                  Application

                  Number

                	 	
                  Application

                  Filing Date

                	 	 	
                  Country

                	 	 	
                  Title of Application

                	 	 	
                  Status

                	 	 	
                  Patent Number

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


        

      

    

    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE 8
A

    


    Project
Plan

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text Omitted and Filed
Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE 8
B

    


    Project Plan for pre-LA (as
of Stage 31)

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


     SCHEDULE
9

    


    [***] AGREEMENT

     

    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
10

    


    TO
THE DEVELOPMENT AND SUPPLY AGREEMENT

    Dated
November 23, 2009

     

    LONZA
SALES AG

     

    AND

     

    MICROMET
AG

     

    
      
        

      

       

      QUALITY
AGREEMENT

       

      
        
 

    

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 
      


      

    

    


    THIS
QUALITY AGREEMENT is made

    


    BETWEEN

    


    
      	
              1.

            	
              LONZA SALES AG, of
      Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (hereinafter
      referred to as "Lonza")
    and

            


    

    


    
      	
              2.

            	
              MICROMET AG, of
      Staffelstrasse 2, D-81477, Munich, Germany (hereinafter referred to as
      "Micromet")

            


    

     

    WHEREAS:

    


    
      	
              A

            	
              Lonza
      and Micromet have entered into a Development and Supply Agreement pursuant
      to which Lonza agreed to provide Micromet with development, manufacturing
      and supply services ("Works and Services") for
      Micromet's Intermediate Biological (Investigational) Medicinal Product
      (IB(I)MP) MT103 (also known as Blinatumomab) for use as proprietary
      investigational medicinal product (the "Product").

            


    

    


    
      	
              B.

            	
              The
      Parties now wish to further define the pharmaceutical roles and
      responsibilities of each Party for the Manufacture, testing and Release of
      Product with respect to relevant current Good Manufacturing Practices
      ("cGMP") and
      Applicable Laws. Nothing in this Quality Agreement shall limit a Party’s
      obligation to comply with cGMP and Applicable Laws (as defined below) on
      the occasion that Lonza Manufactures Product for Micromet for further
      manufacturing use in the preparation of human drug products for clinical
      trial supply.

            


    

    


    
      	
              C

            	
              This
      Quality Agreement takes the form of a detailed checklist of the activities
      associated with the production, analysis, release, and distribution of
      Product. Responsibility for each activity is assigned to either Lonza
      and/or Micromet in the appropriate box in the delegation responsibility
      checklist that follows. To facilitate routine communications between the
      Parties, a list of key contacts is provided in Annex 1. For each
      responsibility listed, the respective Party is required to put into effect
      all applicable procedures and to take all necessary actions to execute
      that responsibility in accordance with cGMP and Applicable
      Laws.

            


    

    


    
      	
              D.

            	
              The
      Parties wish that Lonza, having particular expertise in the activities
      contained in this Quality Agreement (as defined below), may perform the
      activities and obligations set forth in this Quality
      Agreement.

            


    

    


    
       ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 
      


      

    

     

    Table
of Contents

    


    
      
        
          	
                  1

                	
                  .

                	
                  Preface
      / Overall Responsibilities

                	
                  4

                
	
                  2

                	
                  .

                	
                  Definitions
      and Interpretation

                	
                  5

                
	
                  3

                	
                  .

                	
                  Facilities
      / Materials Controls

                	
                  8

                
	 
      	 
      	
                  3.1

                	
                  Organization
      and Key Personnel

                	
                  8

                
	 
      	 
      	
                  3.2

                	
                  Buildings,
      Facilities, Utilities and Equipment

                	
                  9

                
	 
      	 
      	
                  3.3

                	
                  Raw
      Materials Controls

                	
                  10

                
	
                  4

                	
                  .

                	
                  Process
      Controls

                	
                  11

                
	 
      	 
      	
                  4.1

                	
                  Cell
      Banks

                	
                  11

                
	 
      	 
      	
                  4.2

                	
                  Product
      Specification

                	
                  11

                
	 
      	 
      	
                  4.3

                	
                  Production,
      Process Handling and Process Control

                	
                  11

                
	 
      	 
      	
                  4.4

                	
                  Product
      Storage, Labeling, Packaging and Shipment

                	
                  13

                
	
                  5

                	
                  .

                	
                  Quality
      Control Laboratories

                	
                  13

                
	 
      	 
      	
                  5.1

                	
                  QC
      Laboratory Controls

                	
                  13

                
	
                  6

                	
                  .

                	
                  Quality
      Assurance / Quality Management Systems

                	
                  15

                
	 
      	 
      	
                  6.1

                	
                  Complaints,
      Recalls and Adverse Events

                	
                  15

                
	 
      	 
      	
                  6.2

                	
                  Batch
      Review and Product Disposition

                	
                  16

                
	 
      	 
      	
                  6.3

                	
                  Records
      Retention

                	
                  16

                
	 
      	 
      	
                  6.4

                	
                  Deviations
      / Investigation Reports

                	
                  16

                
	 
      	 
      	
                  6.5

                	
                  Change
      Control Procedures

                	
                  17

                
	
                  7

                	
                  .

                	
                  Regulatory
      Authorizations and Inspections

                	
                  18

                
	 
      	 
      	
                  7.1

                	
                  Regulatory
      Agency Inspections

                	
                  18

                
	 
      	 
      	
                  7.2

                	
                  Regulatory
      Authorizations / Submissions

                	
                  18

                
	
                  8

                	
                  .

                	
                  Micromet
      Oversight

                	
                  19

                
	 
      	 
      	
                  8.1

                	
                  Audit
      Allowance

                	
                  19

                
	 
      	 
      	
                  8.2

                	
                  Periodic
      Review of Quality Agreement

                	
                  20

                
	
                  9

                	
                  .

                	
                  Term

                	 
      	
                  21

                
	
                  10

                	
                  .

                	
                  Miscellaneous

                	
                  22

                
	 
      	 
      	
                  Annex
      1 - Key Contacts

                	
                  23

                
	 
      	 
      	
                  Annex
      2 - Multi Site Responsibilities Matrix

                	
                  24

                
	 
      	 
      	
                  Annex
      3 - Additional Considerations for IB(I)MP Intended for Commercial
      Use

                	
                  25

                
	 
      	 
      	
                  Annex
      4 - Information to be provided to Micromet

                	
                  26

                


        

      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 
      


      

    

    


    NOW IT IS
AGREED as follows:

    


    1.           Preface
/ Overall Responsibilities

    


    
      	
              1.1

            	
              This
      Quality Agreement outlines the responsibilities of Micromet and Lonza with
      respect to the quality assurance of Product Manufactured by Lonza for
      Micromet under the terms of the Development and Supply Agreement and in
      accordance with cGMP and Applicable
Laws.

            


    

    


    
      	
              1.2

            	
              Micromet
      acknowledges that certain activities and obligations under the Quality
      Agreement may be performed by Lonza’s Affiliates having expertise in the
      relevant areas, provided that (i) Lonza shall remain responsible to
      Micromet for the acts and omissions of their Affiliates; and (ii) Micromet
      is at any time informed which of Lonza's Affiliates is in charge of that
      certain activities and obligations.

            


    

    


    
      	
              1.3

            	
              The
      following delegation responsibility checklist describes generic quality
      activities that are to be performed by both Parties for Product used by
      Micromet for further manufacturing use in the preparation of human drug
      products for clinical trial supply / in market supply.  The
      specific Works and Services to be provided by Lonza are set out in the
      Development and Supply Agreement (and any amendments to the Development
      and Supply Agreement) on Price and other terms accepted by both
      Parties.

            


    

    


    
      	
              1.4

            	
              Lonza
      is responsible for ensuring that the quality requirements for Product are
      as specified in the approved Product Specification and that Product is
      Manufactured in accordance with cGMP and all Applicable
    Laws.

            


    

    


    
      	
              1.5

            	
              Lonza
      is responsible for final review, approval and QP certification of the
      Product for further processing.

            


    

    


    
      	
              1.6

            	
              LONZA
      is responsible for analytical testing of the Product and the further
      processed Drug Product.

            


    

    


    
      	
              1.7

            	
              Micromet
      or its designee is responsible for shipping and the final review, approval
      and Release of the final Drug Product for use in clinical trial
      supply.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 
      


      

    

    2.           
Definitions and Interpretation

    


    For
purposes of this Quality Agreement, the following terms shall have the following
meanings unless the context requires otherwise. Capitalized terms used herein
and not defined herein shall have the meaning as defined in the Development and
Supply Agreement.

    


    
      	
               
      

            	
              Applicable
      Laws

            	
              means
      all applicable provisions of all statutes, laws, rules, regulations,
      administrative codes, permits and licenses from regulatory authorities or
      agencies applicable to the Manufacture of the
  Product;

            


    

    


    
      	
               
      

            	
              Batch

            	
              means
      the total Product (Drug Substance) obtained from the fermentation and
      associated purification using the Process and carried out in accordance
      with cGMP and Applicable Laws;

            


    

    


    
      	
               
      

            	
              Batch
      Records

            	
              means
      the completed documentation associated with the manufactured Product on
      each Batch for official and cGMP compliant documentation
      purposes;

            


    

    


    
      	
               
      

            	
              Certification

            	
              means
      a certification of any Batch by a Qualified Person for further processing
      confirming that the Batch is manufactured in accordance with the relevant
      requirements for human use (as defined in Directive 2001/83/EC for
      medicinal products for human use), commonly known as “QP batch
      release”;

            


    

    


    
      	
               
      

            	
              CofA

            	
              means
      Certificate of Analysis;

            


    

    


    
      	
               
      

            	
              CofC

            	
              means
      Certificate of Compliance;

            


    

    


    
      	
               
      

            	
              cGMP

            	
              means
      current Good Manufacturing Practice and general biologics products
      standards as promulgated under the European Commission Directives
      91/356/EEC, as amended by Directive 2003/94/EC, and 91/412EEC
      respectively; the International Committee for Harmonisation (ICH) Q7
      Guideline on Good Manufacturing Practice for Active Pharmaceutical
      Ingredients; the U.S. Federal Food, Drug and Cosmetic Act found in Title
      21 of the U.S. Code of Federal Regulations (CFR), including but not
      limited to Parts 210, 211 and Parts 11, 310 et seq., 600 to 610, the
      European Commission Guidelines of Good Manufacturing Practices for
      Medicinal Products as promulgated under European Directive 2003/94/EC
      (Eudralex – Volume IV) and the respective Japanese directives and
      guidelines by the Japanese authorities, as applicable. Lonza meets EU GMP
      requirements as defined in Eudralex - Volume IV Good Manufacturing
      Guidelines by the European Commission for medicinal products for human and
      veterinary use (EU-GMP Guidelines);

            


    

     

    
      	
               
      

            	
              Development
      and

              Supply
      Agreement

            	
              means the
      Development and Supply Agreement to which this
      Quality Agreement is attached as Schedule
      10;

            


    

    
      
      

    

    


    
      	
               
      

            	
              Drug
    Product

            	
              Product
      or a combination of Product with other substances being in its final
      container suitable for administration to human beings (bulk unlabeled and
      final product labeled).

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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              Drug Product
      Specification

            	
              means
      the specification for Drug Product, set forth under Sections B and C of
      Schedule 2 of the Development and Supply Agreement, and any amendments to
      any of the foregoing specifications regarding the Drug Product as agreed
      upon by the Parties from time to
time;

            


    

    


    
      	
               
      

            	
              Facility/
      Facilities

            	
              means
      the facilities of Lonza where the Product is Manufactured in compliance
      with cGMP and Applicable Laws. Facilities of sub-contractors of Lonza
      shall only be deemed Facilities under this Quality Agreement upon prior
      written approval of Micromet;

            


    

    


    
      	
               
      

            	
              FDA

            	
              means
      U.S. Food and Drug Administration;

            


    

    


    
      	
               
      

            	
              FEFO

            	
              means
      First Expired First Out;

            


    

    


    
      	
               
      

            	
              FIFO

            	
              means
      First In First Out;

            


    

    


    
      	
               
      

            	
              ICH

            	
              means
      International Conference on
Harmonization;

            


    

    


    
      	
               
      

            	
              IB(I)MP

            	
              means
      Intermediate Biological (Investigational) Medicinal Product also known as
      Drug Substance;

            


    

    


    
      	
            	
              Manufacture /
      Manufacturing

            	
              means
      and includes all operations of the Process used by Lonza for the
      production of the Product in accordance with the Product Specification and
      cGMP, i.e., receipt of materials, production, packaging, repackaging,
      labeling, relabeling, quality control, quality assurance, Release, storage
      and distribution of the Product;

            


    

    


    
      	
               
      

            	
              Product

            	
              means
      IB(I)MP of MT103 Manufactured under the Development and Supply Agreement
      in accordance with the Product Specifications, cGMP and Applicable
      Laws;

            


    

    


    
      	
               
      

            	
              Product
      Specification

            	
              means
      the receiving, in-process and finished Product specification for Drug
      Substance, set forth in Section A of Schedule 2 of the Development and
      Supply Agreement applicable to the Product, as amended in accordance with
      the Development and Supply Agreement and this Quality Agreement, and any
      amendments to any of the foregoing specifications regarding the Product as
      agreed upon by the Parties from time to
time;

            


    

    


    
      	
               
      

            	
              Qualified Person/
      QP

            	
              means
      a person qualified pursuant to Applicable Laws confirming that the Batch
      is in accordance with the relevant requirements (as defined in Directive
      2001/83/EC for medicinal products for human
  use);

            


    

    


    
      	
               
      

            	
              Quality
      Agreement

            	
              means
      this Quality Agreement which is attached to the Development and Supply
      Agreement as Schedule 10;

            


    

    


    
      	
               
      

            	
              Raw
      Materials

            	
              means
      all raw materials, supplies, components and packaging necessary to
      Manufacture the Product in accordance with the Product Specification, but
      not including the Product

            


    

    


    
      	
               
      

            	
              Reprocessing

            	
              means
      the process by which a lot or portion of a lot is purified through repeat
      of established and approved Manufacturing steps to produce Product that
      meets appropriate standards, specifications and any other relevant control
      limit criteria;

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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              SOP(s)

            	
              means
      the standard operating procedures in effect at Lonza which are applicable
      to the Manufacture of the Product and which comply with cGMP and
      applicable Laws;

            


    

    


    
      	
               
      

            	
              TSE/BSE

            	
              means
      Transmissible Spongiform Encephalopathy / Bovine Spongiform
      Encephalopathy.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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    3.           Facilities
/ Materials Controls

    


    
      
        
          
            
              
                
                  
                    
                      	
                              3.1         Organization
      and Key Personnel

                            
	
                              Lonza
      Responsibility

                            	 	
                              Micromet
      Responsibility

                            
	
                              ·    
      Will maintain a quality unit that is independent of the production
      unit and has the responsibility and authority to approve or reject
      components, Raw Materials/ [***], bulk packaging materials, Product, SOPs,
      master Batch Records, deviation/investigations, and executed production
      Batch Records.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Will provide and document initial and on-going cGMP and process
      specific technical training of employees involved in GMP
      operations.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Will ensure that the use of consultants is supported by documented
      verification that the consultant(s) has(have) the sufficient education,
      training, experience, or any combination thereof, to advise on the subject
      for which they are retained.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Ensure and allocate adequate number of personnel have appropriate
      training, skills, knowledge and experience to perform and supervise the
      Manufacture and testing of the Product and the Drug Product in accordance
      to cGMP and Applicable Laws.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Will ensure that responsibilities and procedures applicable to the
      quality unit are documented in writing and consistently
      followed.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Will conduct internal audits of all relevant activities to ensure
      compliance with cGMP and applicable SOPs. Audit findings and corrective
      actions will be documented, brought to the attention of Lonza’s Facility
      management, and resolved in a timely and effective manner.

                            	 	
                              N/A

                            


                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                                          3.2         Buildings,
      Facilities, Utilities and Equipment

                                        
	
                                          Lonza
      Responsibility

                                        	 	
                                          Micromet
      Responsibility

                                        
	
                                          ·    
      Ensure Facilities, premises, environment, utilities, equipment and
      computerised systems are properly designed, validated and maintained in
      accordance with cGMP and Applicable Laws.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Will be responsible for ensuring that any Facility owned and
      operated by a sub-contractor who performs GMP relevant work operates in
      compliance with cGMP and Applicable Laws. Will inform Micromet in advance
      of its intent to sub-contract. Will sub-contract only upon written
      approval from Micromet for sub-contracting.

                                        	 	
                                          ·    
      Approval of Facilities.

                                        
	 	 	 
	
                                          ·    
      Provide a list, upon request, to Micromet of any sub-contractors
      used to perform GMP operations, or GMP support operations.

                                        	 	
                                          ·    
      Review list.

                                        
	 	 	 
	
                                          ·    
      Maintain controlled access to Facilities.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Via change control will notify Micromet as soon as reasonably
      practicable of any known changes in ownership of sub-contractors used by
      Lonza (See Change
      Control Section under Section 6.5 for further
    details).

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Ensures appropriate separation and controls are in place for
      operation of multi-product Facilities. An example of a multi site
      responsibilities matrix is attached hereto as Annex 2.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Review data provided by Micromet.

                                        	 	
                                          ·    
      Upon request, will provide Lonza with Product data/samples required
      to conduct cleaning studies.

                                        
	 	 	 
	
                                          ·    
      Label and store any Product dedicated equipment to adequately
      prevent unintended use for other products.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Maintain an environmental water and clean steam monitoring program
      to ensure compliance with environmental monitoring regulations and
      SOPs.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Will qualify, maintain and calibrate equipment and utility services
      associated with Manufacturing the Product in accordance with cGMP,
      Applicable Laws, and SOPs.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Will ensure, via validation or verification, that cleaning
      processes carried out on Product contact surfaces between batches of
      different products and Raw Materials/[***] are adequate to prevent
      contamination.

                                        	 	
                                          N/A

                                        
	 	 	 
	
                                          ·    
      Will maintain complete and accurate cleaning and use logs of
      equipment used for the Manufacture of Product

                                        	 	
                                          N/A

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                                      3.3        Raw
      Materials Controls

                                    
	
                                      Lonza
      Responsibility

                                    	 	
                                      Micromet
      Responsibility

                                    
	
                                      ·    
      Source, test and release Raw Materials and/or primary packaging of
      appropriate quality for processing of Product.

                                    	 	
                                      N/A

                                    
	 	 	 
	
                                      ·    
      Ensure that all animal derived Raw Materials used for Product are
      appropriately tested in line with cGMP and Applicable
Laws.

                                    	 	
                                      ·    
      As applicable, provide information to Lonza on any known animal
      derived Raw Materials requested for use in the
    Manufacturing.

                                    
	 	 	 
	
                                      ·    
      Assess and approve Suppliers of Raw Materials and components in
      accordance with the relevant Lonza SOPs.

                                    	 	
                                      N/A

                                    
	 	 	 
	
                                      ·    
      Retain representative samples of critical Raw Materials, as
      appropriate and in accordance with the relevant SOP(s) and cGMP for
      retention samples;

                                       

                                      ·    
      Store, under appropriate conditions, a quantity sufficient to
      perform at least two (2) full analyses, according to the relevant
      SOP.

                                       

                                    	 	
                                      N/A

                                    
	
                                      ·    
      Establish and maintain specifications for GMP materials as per
      SOPs.

                                    	 	
                                      ·    
      As applicable, specify any special requirements for specifications
      of GMP materials used in the process.

                                    
	 	 	 
	
                                      ·    
      Utilize either FEFO or FIFO strategy for consumption of GMP
      materials.

                                    	 	
                                      N/A

                                    
	 	 	 
	
                                      ·    
      Use Product bulk packaging and labelling information specified by
      Micromet;

                                       

                                      ·    
      If not specified by Micromet, utilize Lonza generic bulk packaging
      and labelling configurations as per SOP(s).

                                    	 	
                                      ·    
      Approve Product bulk packaging and information on the
      label

                                    
	 	 	 
	
                                      ·    
      Will be responsible for maintenance of specifications of the Raw
      Materials / [***].

                                    	 	
                                      N/A

                                    
	 	 	 
	
                                      N/A

                                    	 	
                                      ·    
      Will approve all sources of Raw Materials/ [***] and other
      materials used in the process.

                                    
	 	 	 
	
                                      ·    
      Will be responsible for procurement, storage, sampling, testing,
      release, assigning expiration or re-test dating, and maintaining records
      for each delivery of Raw Materials/[***].

                                    	 	
                                      N/A

                                    
	 	 	 
	
                                      ·    
      Will maintain a program to audit (if required) and qualify
      suppliers of  critical Raw Materials/ [***] used in the
      Manufacturing of   Product to ensure full compliance with
      cGMP and Applicable Laws and to verify the status of Raw Materials/[***]
      of animal origin with respect to Transmissible Spongiform Encephalopathy
      (TSE) issues.

                                    	 	
                                      N/A

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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        4.          
Process Controls

        


        4.1      
 Cell Banks

      

       

    

    
      
        
          
            
              
                
                  
                    
                      	
                              Lonza
      Responsibility

                            	 	
                              Micromet
      Responsibility

                            
	
                              ·    
      Review and approve characterisation data and store working stock of
      Cell Banks in accordance with the Development and Supply Agreement
      and Applicable Laws.

                            	 	
                              ·    
      Supply Cell Banks and characterisation
data.

                            
	 	 	 
	
                              ·    
      Discuss any unexpected result with Micromet and agree action(s) to
      be taken.

                            	 	
                              ·    
      If Cell Banks are tested by any other organisation other than
      Lonza, any unexpected results must be reported to Lonza within
      [***].

                            
	 	 	 
	
                              ·    
      Review data.

                            	 	
                              ·    
      Provide shipping validation for shipping container used to ship
      Cell Banks.

                            
	 	 	 
	
                              ·    
      Will store the [***] (as well as the [***] [***] after generation
      through Lonza) [***].

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Prepare, characterize and store [***] per SOPs.

                            	 	
                              N/A

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                4.2        Product
      Specification

                              
	
                                Lonza
      Responsibility

                              	 	
                                Micromet
      Responsibility

                              
	
                                ·    
      Jointly review, approve  and issue the following
      Product Specification(s) as required per Development and Supply
      Agreement:

                                 

                                ·      IB(I)MP

                                 

                                ·      Drug
      Product.

                                 

                                 

                                 

                              	 	
                                ·    
      Jointly review and approve, via the Micromet approval form, the
      following Product Specification(s) as required per Development and
      Supply Agreement:

                                 

                                ·      IB(I)MP

                                 

                                ·      Drug
      Product.

                                 

                                ·    
      Complete review, resolution of any questions and approval of
      Product Specification within [***] from date of receipt or within another
      timeline that has been mutually agreed by Micromet and
    Lonza.

                              
	 	 	 
	
                                ·    
      In accordance with Lonza Quality Standard GROUP-2500, jointly
      review, approve and issue the master certification documents (e.g. CofA,
      CofC...etc), as required per Micromet.

                              	 	
                                ·    
      Review and approve, via the Micromet approval form, the required
      master certification documents, as applicable;

                                 

                                ·    
      Complete review, resolution of any questions and approval of master
      product certification documents within [***] from date of receipt or
      within another timeline that has been mutually agreed by Micromet and
      Lonza.

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              	
                      4.3        Production,
      Process Handling and Process Control

                    
	
                      Lonza
      Responsibility

                    	 	
                      Micromet
      Responsibility

                    
	
                      ·    
      Prepare, approve and maintain process documents relating to
      facility, equipment and test methods.

                    	 	
                      N/A

                    
	 	 	 
	
                      ·    
      Will develop, optimize and scale up Manufacturing processes in
      compliance with the requirements set forth in the guideline ICH Q8,R1
      (Pharmaceutical Development) and make use of Quality by
      Design.

                    	 	
                      N/A

                    


            

          

        

      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                                    ·    
      Will perform quality risk management as Part of development in
      compliance with the requirements set forth in chapter II.3 of the
      guideline ICH Q9 (Pharmaceutical Development) and therefore
      will:

                                     

                                    ·    
      assess the critical attributes of Raw Materials;

                                     

                                    ·    
      identify critical process parameters and establish manufacturing
      controls.

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Will compile a development report in a form suitable for
      incorporation into regulatory submissions (i.e. IMPD/IND).

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Will ensure that Product Manufactured is appropriately tested
      according to agreed upon sampling and testing plans, Product Specification
      and approved procedures.

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Jointly review, approve and issue process
    descriptions.

                                  	 	
                                    ·    
      Complete review of technical content, resolution of any questions
      and approval of process description within [***] from date of receipt or
      within another timeline that has been mutually agreed by Micromet and
      Lonza. Approval to be captured via the Micromet approval
Form;

                                     

                                    ·    
      Subsequent updates to technical content will be captured by change
      control (see under
      Section 6.5 below).

                                  
	 	 	 
	
                                    ·    
      Prepare master Batch Records for each processing step and make
      available for Micromet to review during audit or other mutually defined
      frequency.

                                  	 	
                                    ·    
      Review master Batch Records for accuracy of technical content for
      each processing step and agree.

                                  
	 	 	 
	
                                    ·    
      Define specifications and perform in-process controls and testing
      program.

                                  	 	
                                    ·    
      Agree in-process testing strategy.

                                  
	 	 	 
	
                                    ·    
      With Micromet, define process validation plans and timing for
      Product including analytical validation and stability
studies;

                                     

                                    ·    
      Annex 3
      contains additional considerations for Product intended for commercial
      use.

                                  	 	
                                    ·   With Lonza, define process validation
      plans and timing for Product including analytical validation and stability
      studies;

                                     

                                    ·    
      Annex 3
      contains additional considerations for Product intended for commercial
      use.

                                  
	 	 	 
	
                                    ·    
      Designate unique Batch numbers for Raw Materials, process materials
      and Product.

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Maintain the Specifications file for Product

                                     

                                    ·    
      Notify Micromet of any changes to the Specifications
      file;

                                     

                                    ·    
      Assurance of consistency of current Specifications file and IMPD/
      IND versions and notify Micromet.

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Unless due to emergency whereby product integrity is at risk, Lonza
      will not Reprocess Product without prior notification and written approval
      of Micromet.

                                     

                                  	 	
                                    ·    
      If notification received prior to Reprocessing by Lonza, complete
      review, resolution of any questions and approval of Reprocessing requests
      within [***];

                                     

                                    ·    
      Following emergency Reprocessing by Lonza, complete review,
      resolution of any questions and approval of Reprocessing
      deviation/investigation within
[***].

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                  ·    
      Provide documented reason and justification for Reprocessing
      event.

                	 	
                  N/A

                
	 	 	 
	
                  ·    
      With Micromet, agree the appropriate testing required prior to the
      release of processed or Reprocessed Product.

                	 	
                  ·    
      With Lonza, agree the appropriate testing required prior to the
      release of processed or Reprocessed
Product.

                


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  4.4        Product
      Storage, Labeling, Packaging and Shipment

                                
	
                                  Lonza
      Responsibility

                                	 	
                                  Micromet
      Responsibility

                                
	
                                  ·    
      Will maintain procedures to ensure Product is stored under
      appropriate environmental conditions as defined by
    Micromet.

                                	 	
                                  ·    
      Specify to Lonza all applicable storage requirements for
      Product.

                                
	 	 	 
	
                                  ·    
      Store, label and package (including transport packaging) Product as
      defined in the Product Specification.

                                	 	
                                  N/A

                                
	 	 	 
	
                                  ·    
      Notify Micromet of proposed shipment date.

                                	 	
                                  ·    
      Agree shipment date.

                                
	 	 	 
	
                                  ·    
      Ship Product on behalf of Micromet to locations designated by
      Micromet.

                                	 	
                                  ·    
      Acknowledge receipt of Product in writing within [***] of
      receipt.

                                
	 	 	 
	
                                  ·    
      Provide generic shipping validation data, where available, for
      Product if requested by Micromet.

                                	 	
                                  ·    
      Provide Product specific shipping validation OR, where applicable,
      request in writing to utilize Lonza generic shipping validation for
      Product.

                                
	 	 	 
	
                                  ·    
      If Product is to be shipped under quarantine ensure written
      confirmation received from Micromet to authorise shipment of Product under
      quarantine prior to shipment.

                                	 	
                                  ·    
      Provide Lonza with written confirmation to authorise shipment of
      Product under
quarantine.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    5.          Quality
Control Laboratories

     

    5.1       
QC Laboratory Controls

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Lonza
      Responsibility

                                  	 	
                                    Micromet
      Responsibility

                                  
	
                                    ·    
      Assess and approve contract testing laboratories for Raw Material,
      Cell Banks, Product Release testing and Drug Product
    testing.

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Notify Micromet of contract testing laboratories used for Product
      Release testing and Drug Product testing.

                                  	 	
                                    ·    
      Agree proposed use of contract testing
  laboratories.

                                  
	 	 	 
	
                                    ·    
      Audit contract testing laboratories in accordance with GxP
      guidelines and confirm audit to Micromet in writing.

                                  	 	
                                    N/A

                                  
	 	 	 
	
                                    ·    
      Facilitate audit by Micromet if requested.

                                  	 	
                                    ·    
      May perform audits of Lonza contract testing laboratories providing
      Micromet is authorized to do so by the contract laboratory and accompanied
      by a Lonza representative.

                                  
	 	 	 
	
                                    ·    
      Review and approve Micromet strategy and deliverables for
      establishing analytical methods for process.

                                     

                                  	 	
                                    ·    
      Define strategy and deliverables for establishing analytical
      methods to be used in support of process, including:

                                     

                                    o     Methods to be developed by
      Lonza;

                                     

                                    o     Methods to be transferred
      to Lonza from
external

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                                        ·    
      Will submit any proposed major changes to analytical methods
      related to the testing of Product and Drug Product to Micromet for review
      and approval prior to the implementation of such changes. Change request
      notification and approval will be documented according to the applicable
      SOP.

                                      	 	
                                        ·    
      Will submit any proposed major changes to analytical methods
      related to the Drug Product and Product to Lonza for review and approval
      prior to the implementation of such changes. Change request notification
      and approval will be documented.

                                      
	 	 	 
	
                                        ·    
      Will not implement proposed major changes until written approval is
      received from Micromet.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Will be responsible for performing [***] identification test on
      each lot of Raw Materials in accordance with approved analytical methods
      and specifications, compendial methods and SOPs.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Will be responsible for performing all in-process testing in
      accordance with approved procedures.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Will provide Micromet with a Certificate of Analysis and a
      Certificate of Compliance as well as a QP Certification statement
      individually or as combined documentation.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Perform Product and Drug Product testing against Product and Drug
      Product Specification.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Notify Micromet of confirmed out of Specification results (OOS)
      regarding Product Release testing and Drug Product testing.within target
      of [***], not to exceed [***], of the OOS being confirmed.

                                      	 	
                                        ·    
      Complete review, resolution of any questions and approval of
      investigation reports within [***] regarding any out of Specification
      result (OOS) of Product and Drug Product

                                         

                                        ·    
      For target specifications agree impact on quality and safety of
      Product and Drug Product.

                                      
	 	 	 
	
                                        ·    
      Will provide Micromet with a written report on the investigation
      and resolution of the OOS test result within [***] of confirmation of the
      result, unless granted approval by Micromet for a longer
      period.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Take bulk Product retention samples from each Batch with sufficient
      volume for at least [***] full biochemical Product Specification
      analyses for use in the event of an investigation on Product Released for
      clinical trial supply.

                                      	 	
                                        ·    
      Define number of samples required to complete full biochemical
      analysis.

                                      
	 	 	 
	
                                        ·    
      Store retains under appropriate conditions for the period defined
      in SOPs.

                                      	 	
                                        N/A

                                      
	 	 	 
	
                                        ·    
      Upon completion of sample retention period notify Micromet of
      option to either destroy or ship retention in accordance with
      SOPs.

                                      	 	
                                        ·    
      Within [***] respond in writing to Lonza and approve destruction of
      samples or request receipt of
samples.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                              ·    
      Jointly agree to analytical method development and/or method
      transfer strategy for Product and Drug product testing;

                               

                              ·    
      Strategy to include deliverables for all applicable methods to be
      developed, validated, transferred and qualified, as
      applicable.

                            	 	
                              ·    
      Jointly agree to analytical method development and/or method
      transfer strategy for Product testing;

                               

                              ·    
      Strategy to include deliverables for all applicable methods to be
      developed, validated, transferred and qualified, as
      applicable.

                            
	 	 	 
	
                              ·    
      Will be responsible for qualifying and maintaining all laboratory
      equipment used for all testing applicable to the Manufacture of
      Product.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Perform Product stability testing according to Development and
      Supply Agreement;

                              ·    
      Prepare stability protocols.

                            	 	
                              ·    
      Jointly define stability testing requirements and
      responsibilities;

                              ·    
      Approve stability protocols.

                            
	 	 	 
	
                              ·    
      Notify Micromet within target of [***], not to exceed [***], of any
      confirmed stability failure of the Product at the intended storage
      temperature.

                            	 	
                              ·    
      Acknowledge receipt of Lonza notification, in writing, within
      [***].

                               

                            
	 	 	 
	
                              ·    
      Prepare, characterise and store Product reference standard per
      SOPs.

                            	 	
                              ·    
      Agree to reference characterisation package.

                            
	 	 	 
	
                              ·    
      Provide reference standard characterisation report to
      Micromet.

                            	 	
                              ·    
      Agree to reference characterisation package.

                            
	 	 	 
	
                              ·    
      Store characterised Product reference standard under appropriate
      conditions as per SOPs.

                            	 	
                              ·    
      Supply characterised Product reference standard with
      Certificate of Analysis.

                            


                    

                  

                

              

            

          

        

      

    

    


    6.          Quality
Assurance / Quality Management Systems

    


    
      
        
          
            
              
                	
                        6.1        Complaints,
      Recalls and Adverse Events

                      
	
                        Lonza
      Responsibility

                      	 	
                        Micromet
      Responsibility

                      
	
                        ·    
      Upon request, support Micromet in their Product complaint or
      adverse event investigations for events possibly related to
      Lonza;

                         

                        ·    
      Jointly agree to investigation plan, actions and time lines for
      response, as applicable.

                      	 	
                        ·    
      Receive and investigate Product complaint and adverse events and
      request Lonza support, as applicable;

                         

                        ·    
      Jointly agree to investigation plan, actions and time lines for
      response, as applicable;

                         

                        ·    
      Responsible for all notifications to regulatory agencies, as
      applicable, related to product complaints or adverse
    events.

                      
	 	 	 
	
                        ·    
      Upon request, support Micromet in activities related to Product
      recall where recall relates to Lonza.

                      	 	
                        ·    
      Responsible for decision to initiate a Product recall;

                         

                        ·    
      Responsible for overall management of Product recall
      activities.

                      


              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                          6.2        Batch
      Review and Product Disposition

                        
	
                          Lonza
      Responsibility

                        	 	
                          Micromet
      Responsibility

                        
	
                          ·    
      Review Batch Record for compliance to cGMP, SOPs and the Product
      Specification.

                        	 	
                          N/A

                        
	 	 	 
	
                          ·    
      Will provide Micromet upon its request, one (1) agreed copy of
      Product Batch documentation for each production Batch (as detailed in
      Annex 4). This
      will include Product analysis as defined in the Product Specification, a
      summary of Batch related deviations, environmental monitoring summaries,
      TSE / BSE statements, Certificate of Compliance, Release certificate.
      Proprietary information such as media and feed preparations may be
      excluded. Lonza to provide information directly to regulatory
      authorities.

                        	 	
                          N/A

                        
	 	 	 
	
                          ·    
      Prepare Certificate of Analysis for Product as specified
      by Micromet.

                        	 	
                          N/A

                        
	 	 	 
	
                          ·    
      Responsible for Certification of Product to Micromet "for use in
      further manufacturing" of clinical trial materials by a Qualified
      Person.

                        	 	
                          ·    
      Responsible for Certification of Product for use in clinical trials
      and/or markets supplied (unless otherwise specified contractually with
      Lonza).

                        


                

              

            

          

        

      

    

    


    
      
        
          
            
              	
                      6.3        Records
      Retention

                    
	
                      Lonza
      Responsibility

                    	 	
                      Micromet
      Responsibility

                    
	
                      ·    
      Retain records associated with Manufacture of Product and testing
      of Product and Drug Product, including records associated with the
      inspection and Release of Raw Materials and primary packaging components,
      for minimum of [***] from date of Manufacture of Product.

                    	 	
                      N/A

                    
	 	 	 
	
                      ·    
      Notify Micromet of intent to destroy records with option to send
      records (Lonza proprietary information will be omitted) to
      Micromet

                       

                      OR

                       

                      ·    
      Agree terms with Micromet for future storage.

                    	 	
                      ·    
      Approve destruction or request receipt of
  records.

                    


            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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                            6.4        Deviations
      / Investigation Reports

                          
	
                            Lonza
      Responsibility

                          	 	
                            Micromet
      Responsibility

                          
	
                            ·    
      Deviation handling, investigation and clarification of any cell
      culture contamination, any deviation potentially bearing a risk of a
      defective batch run, potential loss of a batch due to technical defects or
      operator errors

                             

                            ·    
      General deviation handling in accordance with Lonza procedures,
      initiate deviations/investigations, evaluate and define follow up actions
      and final approval of deviations / investigation reports.

                          	 	
                            N/A

                          
	 	 	 
	
                            ·    
      Notify Micromet of all significant deviations within target of
      [***], not to exceed [***] of the event;

                             

                            ·    
      A significant deviation is as defined as per Lonza’s relevant
      SOPs;

                             

                            ·    
      Upon request, provide Micromet with copy of draft report of
      significant deviation for review and comments.

                             

                          	 	
                            ·    
      Acknowledge receipt of significant deviation draft report, in
      writing, within [***];

                             

                            ·    
      Provide any questions/comments to draft Lonza report within
      [***].

                          
	
                            ·    
      Notify Micromet of failed Batches within target of [***], not to
      exceed [***] of failure being identified.

                          	 	
                            ·    
      Acknowledge receipt of failure investigation draft report, in
      writing, within [***];

                             

                            ·    
      Provide any questions/comments to draft Lonza report within
      [***].

                          
	 	 	 
	
                            ·    
      Within target of [***], not to exceed [***], notify Micromet of any
      events noted which may impact Batches previously shipped or
      Released;

                             

                            ·    
      Upon request, provide Micromet with copy of draft report of noted
      deviation for review and comments.

                          	 	
                            ·    
      Acknowledge receipt of notification, in writing, within
      [***];

                             

                            ·    
      Provide any questions/comments to draft Lonza report within
      [***].

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          6.5        Change
      Control Procedures

                        
	
                          Lonza
      Responsibility

                        	 	
                          Micromet
      Responsibility

                        
	
                          ·    
      For a Product specific change proposed by Micromet: process change
      through change control and notify Micromet of change
      approval.  If change rejected discuss reasons for rejection with
      Micromet.

                        	 	
                          ·    
      Propose Micromet changes and provide rationale in
      writing.

                        
	 	 	 
	
                          ·    
      Will provide Micromet with all information required to evaluate the
      proposed changes and, if necessary, obtain amended clinical trial
      applications, as applicable.

                        	 	
                          N/A

                        
	 	 	 
	
                          ·    
      Lonza will not implement major changes (i.e., changes which are
      relevant for regulatory approval) until written change request approval is
      received from Micromet.

                        	 	
                          ·    
      Approval of major change or rejection.

                        
	 	 	 
	
                          ·    
      For major changes proposed by Lonza, Lonza will provide Micromet
      with all information required to evaluate such proposed changes and, if
      necessary, to obtain amended clinical trial applications, as
      applicable.

                        	 	
                          N/A

                        


                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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              ·    
      Notify Micromet, through change control, of any proposed changes to
      Product or process specific attributes prior to
      implementation.

            	 	
              ·    
      Complete review, resolution of any questions and approval within
      [***] of receipt of change controls.

            
	 	 	 
	
              ·    
      Inform Micromet of changes to key personnel.

            	 	
              N/A

            
	 	 	 
	
              ·    
      Notify Micromet, through change control, of relevant changes to
      major equipment, premises and utilities used for Manufacture of
      Product.

            	 	
              ·    
      Acknowledge receipt of notification, in writing, within
      [***].

            
	 	 	 
	
              ·    
      With Micromet, define strategy for notifying change
      to regulatory agency as appropriate.

            	 	
              ·    
      With Lonza, define strategy for notifying changes
      to regulatory agency as
appropriate.

            


    

     

    7.          Regulatory
Authorizations and Inspections

    


    
      
        
          
            
              
                
                  
                    
                      	
                              7.1    
         Regulatory Agency Inspections

                            
	
                              Lonza
      Responsibility

                            	 	
                              Micromet
      Responsibility

                            
	
                              ·    
      Provide Micromet with daily verbal debriefs of inspection scope
      during inspections.

                            	 	
                              ·    
      Provide required technical, quality and regulatory representatives
      on site for pre-approval inspections, as agreed with Lonza;

                               

                              ·    
      Provide up to [***] ([***] to be agreed by Lonza) to be present
      directly in meetings with agency inspectors.

                            
	 	 	 
	
                              ·    
      Provide copies of inspection reports and notify Micromet of
      proposed responses and corrective action plans regarding the Product,
      process or systems relating to Product.

                            	 	
                              ·    
      Agree on proposed inspection responses to observations relevant to
      Product.

                            
	 	 	 
	
                              ·    
      Inform Micromet of any regulatory agency inspections at
      Facilities.

                            	 	
                              ·    
      For regulatory agency inspections regarding Product provide
      assistance to Lonza.

                            
	 	 	 
	
                              ·    
      Notify Micromet of inspection observations (including deficiency
      letters) regarding the Product, process or systems relating to the
      Product.

                            	 	
                              ·    
      Agree on proposed inspection responses to observations relevant to
      Product.

                            
	 	 	 
	
                              ·    
      Will permit an employee and/ or consultant and/or successor of
      Micromet or Micromet's sublicensee(s) to be present as silent
      observer.

                            	 	
                              N/A

                            
	 	 	 
	
                              ·    
      Will appropriately and promptly correct verifiable complaints of
      regulatory agencies;

                               

                              ·    
      Will implement appropriate actions as agreed upon by the
      Parties.

                            	 	
                              ·    
      Agree on proposed actions to complaints by regulatory
      agencies.

                            


                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
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              7.2

            	
              Regulatory
      Authorizations / Submissions

            


    

     

    
      
        
          
            
              	
                      Lonza Responsibility

                    	 
      	
                      Micromet Responsibility

                    
	 
      	 
      	 
      
	
                      ·    
      Maintain
      all licenses and authorizations as are required by Applicable Laws to
      operate a cGMP pharmaceutical bulk manufacturing, packaging, and/or
      testing facility.

                    	 	
                      N/A

                    
	 	 	 
	
                      ·    
      Will provide copies of all documentation necessary for Micromet to
      respond to inquiries by regulatory agencies relating to
      Product.

                    	 
      	
                      ·    
      Will provide copies of all documentation necessary for Lonza to
      respond to inquiries by regulatory agencies relating to
      Product.

                    
	 
      	 
      	 
      
	
                      ·     Provide
      data pack to Micromet covering activities performed by Lonza (Lonza
      proprietary information will be omitted) for review and
      comment;

                       

                      ·     Provide
      Micromet with final copy of data pack.

                    	 
      	
                       

                      ·    
      Review and comment on draft data pack.

                    
	 
      	 
      	 
      
	
                       

                      ·     For
      US submissions, provide letter authorising cross referral to [***] if
      requested by Micromet.

                    	 
      	
                      ·    
      Provide Lonza with copy of relevant sections of regulatory
      application as submitted to regulatory agency.

                    
	 
      	 
      	 
      
	
                       

                      ·     Review
      and comment on relevant sections of Micromet’s regulatory
      application.

                    	 
      	
                      ·     Prepare
      and provide Lonza with copy of relevant sections of regulatory application
      for review and comment prior to submission to regulatory
      agency.

                    
	 
      	 
      	 
      
	
                       

                      N/A

                    	 
      	
                      ·    
      Provide Lonza with copy of relevant sections of regulatory
      application as submitted to regulatory agency.

                    
	 
      	 
      	 
      
	
                      ·     Attend
      teleconferences and meetings between Micromet and regulatory agencies
      arranged to specifically discuss topics relating to Lonza’s
      responsibilities, if requested by Micromet.

                    	 
      	
                      ·    
      Arrange for Lonza personnel to have option to attend
      teleconferences and meetings between Micromet and regulatory agencies
      to specifically discuss topics relating to Lonza’s
      responsibilities.

                    


            

          

        

      

    

     

    
      	
              8. 

            	
              Micromet
      Oversight

            


    

     

    
      	
              8.1

            	
              Audit
      Allowance

            


    

     

    
      
        
          	
                  Lonza Responsibility

                	 	
                  Micromet Responsibility

                
	 
      	 	 
      
	
                  ·     [***] standard
      cGMP compliance audit permitted per [***] and per [***], not to exceed
      [***] and [***];

                   

                  ·    
      Will permit Micromet's Person-in-Plant (PiP) observe Works and
      Services in accordance with the Development and Supply
      Agreement;

                   

                  ·    
      Micromet may request ‘for cause’ audits and investigations to
      address Product quality issues after prior notification.

                	 	
                   

                  ·     Provide
      reasonable notice of intention to audit;

                   

                  ·     Hold
      an exit meeting to discuss observations;

                   

                  ·     Provide
      an audit report within [***] of completion of audit.

                
	 
      	 	 
      
	
                  ·     Permit
      Micromet representatives or third parties commissioned by Micromet for a
      permitted audit to have access to GMP warehousing, manufacturing areas,
      laboratories and Manufacturing documents including all standard operating
      procedures (Lonza proprietary information will be omitted) for audit
      purposes;

                   

                  ·    
      Micromet representatives to be escorted at all times by Lonza
      personnel.

                	 	
                   

                   

                  N/A

                


        

      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as
amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


    


    
      
        	
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                    ·     Per
      lot, allow a [***] on site review for up to [***] to review completed
      process Batch Records, if requested by Micromet.

                  	 
      	
                    ·     Per
      lot, provide reasonable notice of intention to review executed Batch
      Records.

                  
	
                     

                  	 
      	 
      
	
                    ·     Provide
      a written response to all audit findings that require corrective action
      within [***] of receipt of the audit report.  Response to
      include expected timelines.

                  	 
      	
                     

                    N/A

                  
	
                     

                  	 
      	 
      
	
                    ·     Will
      appropriately and promptly correct any defects found by audits and
      inspections and take any necessary action.

                  	 
      	
                     

                    N/A

                  
	
                     

                  	 
      	 
      
	
                    ·     The
      QP responsible for final Release or [***] is entitled to attend all
      production campaigns of Product at the Facility as detailed in the
      Development and Supply Agreement.

                  	 
      	 
      


          

        

      

    

     

    
      	
              8.2

            	
              Periodic
      Review of Quality Agreement

            


    

     

    
      
        
          
            
              
                	
                        Lonza Responsibility

                      	 
      	
                        Micromet Responsibility

                      
	 	 	 
	
                        ·     Jointly
      review Quality Agreement and revise, as necessary, at least every
      [***].

                      	 
      	
                        ·     Jointly
      review Quality Agreement and revise, as necessary, at least every
      [***].

                      
	 	 	 
	
                        ·     Written
      approval from both Parties for any amendments to the Quality
      Agreement.

                      	 
      	
                        ·     Written
      approval from both Parties for any amendments to the Quality
      Agreement.

                      
	 
      	 	 
	
                        ·     Will
      provide revision control of the Quality Agreement and issue a revised
      document as appropriate.

                      	 
      	
                        N/A

                      


              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as
amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 


      

    

     

    
      	
              9. 

            	
              Term

            


    

    


    This
Quality Agreement becomes effective on the Effective Date of the Development and
Supply Agreement and runs for the term of the Development and Supply Agreement.
This Quality Agreement automatically terminates upon expiry or termination of
the Development and Supply Agreement, unless the Parties agree to extend the
Quality Agreement.

    


    
      	
              10. 

            	
              Miscellaneous

            


    

    


    
      	
              10.1

            	
              Sections
      1 (Definitions and Interpretation), 5 (Inspections; Person in Plant), 10
      (Confidentiality), 15 (Force Majeure), 16 (Governing Law, Jurisdiction and
      Enforceability), 17 (Illegality) and 20.1 (Affiliates; Assignment) of the
      Development and Supply Agreement shall also apply to this Quality
      Agreement.

            


    

    


    
      	
              10.2

            	
              In
      case of conflicts between this Quality Agreement and the Development and
      Supply Agreement, the provisions of the Development and Supply Agreement
      shall govern and control.

            


    

    


    
      	
              10.3

            	
              No
      variation of or addition to this Quality Agreement or any part thereof
      shall be effective unless in writing and signed on behalf of both
      Parties.  Notwithstanding the above the Parties hereby confirm
      that amendments to the Product Specification and the Drug Product
      Specifications shall be effective if reduced to writing and signed by the
      quality and/or regulatory representative of both Parties, which quality
      and/or regulatory representative shall be nominated from time to time by
      each Party.

            


    

    


    AS
WITNESS the hands of the duly authorised representatives of the
Parties.


     

    
      
        
          
            	
                    Micromet
      AG

                  	 
      	
                    Lonza
      Sales AG

                  
	 
      	 
      	 
      
	
                    Signature:

                  	
                    /s/ Jens Hennecke

                  	 
      	
                    Signature:

                  	
                    /s/ Una Hultry

                  
	
                    Printed
      Name:  Jens Hennecke

                  	 
      	
                    Printed
      Name:   Una Hultry

                  
	
                    Title:   SVP
      Business Development

                  	 
      	
                    Title:   Authorized
      Signatory

                  
	 
      	 
      	 
      
	
                    Signature:

                  	
                    /s/ Patrick Baeuerle

                  	 
      	
                    Signature:

                  	
                    /s/ Gerry Kennedy

                  
	
                    Printed
      Name:  Patrick Baeuerle

                  	 
      	
                    Printed
      Name:   Gerry Kennedy

                  
	
                    Title:  SVP,
      Chief Scientific Officer

                  	 
      	
                    Title:  Authorized
      Signatory

                  


          

        

      

    

     

    [Signature
Page to the Quality Agreement]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Micromet

                          	 	
                            Lonza

                          
	 
      	 	 
      
	
                            Head
      of Quality: Klaus Buchweitz

                          	 	
                            Head
      of Quality (LBP): Sue Crowe

                          
	 
      	 	 
      
	
                            Signature:

                          	
                            /s/ Klaus Buchweitz

                          	 	
                            Signature:

                          	
                            /s/ Sue Crowe

                          
	 
      	 	 
      
	
                            Head
      of Manufacturing: Thomas Urbig

                          	 	
                            Head
      of Operations: Gordon
Bates

                          


                  

                

              

            

          

        

        


        
          
            
              
                	
                        Signature:

                      	
                        /s/ Thomas Urbig

                      	 	
                        Signature:

                      	
                        /s/ Gordon
Bates

                      


              

            

          

        

        


        
          
            
              	
                      Head
      of Quality Control: Andreas Wolf

                    	 
      	
                      Head
      of Quality Control: Kym
Baker

                    


            

          

        

        


        
          
            
              	
                      Signature:

                    	
                      /s/ Andreas Wolf

                    	 	
                      Signature:

                    	
                      /s/ Kym
Baker

                    


            

          

        

      

       

    

    [Page
of Quality Signatures]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
                Execution
      Copy

              	
                Schedule
      10

              	 


      

    

     

    
      Annex
1 - Key Contacts 

      
        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Micromet

                                	 	
                                  Lonza

                                
	
                                  Head
      of Site: N/A

                                	 	
                                  Head
      of Site: [***]

                                
	 
      	 	 
      
	 
      	 	
                                  Tel:

                                	
                                  [***]

                                
	 
      	 	
                                  Fax:

                                	
                                  [***]

                                
	 
      	 	
                                  Email:

                                	
                                  [***]

                                
	 	 	 
	
                                  Head
      of Quality: [***]

                                	 	
                                  Head
      of Quality: [***]

                                
	 
      	 	 
      
	
                                  Tel:

                                	
                                  [***]

                                	 	
                                  Tel:

                                	
                                  [***]

                                
	
                                  Fax:

                                	
                                  [***]

                                	 	
                                  Fax:

                                	
                                  [***]

                                
	
                                  Email:

                                	
                                  [***]

                                	 	
                                  Email:

                                	
                                  [***]

                                
	 	 	 
	
                                  Head
      of Manufacturing: [***]

                                	 	
                                  Head
      of Operations: [***]

                                
	 
      	 	 
      
	
                                  Tel:

                                	
                                  [***]

                                	 	
                                  Tel:

                                	
                                  [***]

                                
	
                                  Fax:

                                	
                                  [***]

                                	 	
                                  Fax:

                                	
                                  [***]

                                
	
                                  Email:

                                	
                                  [***]

                                	 	
                                  Email:

                                	
                                  [***]

                                
	 	 	 
	
                                  Head
      of Quality Control: [***]

                                	 	
                                  Head
      of Quality Control: [***]

                                
	 
      	 	 
      
	
                                  Tel:

                                	
                                  [***]

                                	 	
                                  Tel:

                                	
                                  [***]

                                
	
                                  Fax:

                                	
                                  [***]

                                	 	
                                  Fax:

                                	
                                  [***]

                                
	
                                  Email:

                                	
                                  [***]

                                	 	
                                  Email:

                                	
                                  [***]

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      ***Text
Omitted and Filed Separately

      
        Confidential
Treatment Requested

        Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

      

       

      Annex
2 - Multi Site Responsibilities Matrix 

      
        

      

    

     

    Where
multiple Lonza sites are involved in supporting any GMP operations for a
Micromet Product/process it is recommended that a matrix be appended to the
Quality Agreement which details site specific responsibilities, as
applicable.  An example of such a matrix is provided
below.  In the event of multi site responsibilities being applicable
to a given Quality Agreement then all affected parties should approve the
Quality Agreement in writing.  Additionally, the key contacts
identified in Annex 1
should include the appropriate contacts for each affected Lonza
Facility.

     

    The
content provided in this matrix is for example only and may be altered, as
necessary, to highlight multi site specific responsibilities:

     

    
      	
              Site Specific Responsibility

            	 
      	
              Responsible Lonza Facility

            	 
      	
              Comments

            
	 
      	 
      	 
      	 
      	 
      
	
              GMP
      Manufacture, process development, cell bank creation and
      storage

            	 
      	
              [***]

            	 
      	
              Primary
      Manufacturing Facility ([***])

            
	 
      	 
      	 
      	 
      	 
      
	
              Serve
      as back-up storage facility for Micromet's cell banks

            	 
      	
              [***]

            	 
      	
              Storage
      facility for Micromet cell banks

            
	 
      	 
      	 
      	 
      	 
      
	
              Pre-Licence
      Stability Studies and Bioassays

            	 
      	
              [***]

            	 
      	
              Primary
      Facility for stability studies and bioassays for Product produced at the
      slough Facility

            


    

    
       

      1

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      ***Text
Omitted and Filed Separately

      Confidential
Treatment Requested

      Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

       

    

    
      Annex
3 - Additional Considerations


    

    
      for
IB(I)MP Intended for Commercial Use

      
        

      

    

    
      2

    

     

    [***]


    
      
        
          	
                  Lonza Responsibility

                	 	
                  Micromet Responsibility

                
	 
      	 	 
      
	
                  ·    
      For Lonza supplied materials, finalize critical supplier and
      critical Raw Material qualifications for the Product

                	 	
                  ·     
      For Micromet supplied materials, finalize critical supplier and
      critical Raw Material qualifications for the
  Product.

                


        

      

    

     

    [***]


    
      	
              Lonza Responsibility

            	 
      	
              Micromet Responsibility

            
	 
      	 
      	 
      
	
              ·      Jointly
      with Micromet, define strategy and responsibilities for process validation
      activities including (but not limited to):

               

              o         Process
      validation master plan, protocols and reports (issued before phase III
      material is manufactured);

               

              o         Product  specific
      assay validations;

               

              o         Cleaning
      validation of the  Product

               

              o         Hold
      times for buffers/medias used in process;

               

              o         Intermediate  Product
      stability;

               

              o         Product
      yield specifications.

            	 
      	
              ·      Jointly
      with Lonza, define strategy and responsibilities for process validation
      activities including (but not limited to):

               

              o         Process
      validation master plan, protocols and reports;

               

              o         Product  specific
      assay validations;

               

              o         Cleaning
      validation of the  Product

               

              o         Hold
      times for buffers/medias used
      in process;

               

              o         Product
      stability;

               

              o         Product
      yield specifications.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      ***Text
Omitted and Filed Separately

      Confidential
Treatment Requested

      Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


    

    
       

      Annex
4 – Information to be provided to Micromet 

      
        

      

    

     

    This
Annex describes what Batch record documentation and other information Lonza will
provide to Micromet during the manufacture of MT103 and the route by which this
information is provided.  The information may be provided as separate
documents or within existing documentation. Any additional requests for
information will be progressed through the Project Team on a case by case
basis.

     

    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      ***Text
Omitted and Filed Separately

      Confidential
Treatment Requested

      Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    

     

    SCHEDULE
11

    


    Testing of
Product

    


    
      [***]

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      ***Text
Omitted and Filed Separately

      Confidential
Treatment Requested

      Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    

     

    SCHEDULE
12

    


    Territories

    


    
      [***]

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
 

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
13

    


    Terms and
Conditions for

    


    [***]

     

    
      ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
14

    


    TO
THE DEVELOPMENT AND SUPPLY AGREEMENT

    DATED
NOVEMBER 23, 2009

    


    LONZA
SALES AG

    and

    MICROMET
AG

     

    
      

    
 

    
      TECHNOLOGY
TRANSFER AND LICENSE AGREEMENT

       

      
        

      

      
         

        ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

      

      
      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


    

    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    BETWEEN:

     

    
      	
              (1)

            	
              LONZA SALES AG, of
      Muenchensteinerstrasse 38, CH-4004, Basel, Switzerland (hereinafter
      referred to as “the
      Licensor”).

            


    

     

    
      	
              (2)

            	
              MICROMET AG, of
      Staffelseestrasse 2, D-81477 Munich, Germany (hereinafter referred to as
      “the Licensee”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              Pursuant
      to the Development Agreement (as defined below), the Licensor has
      performed certain development and manufacturing services on behalf of the
      Licensee relating to the Product, and accordingly the Licensor possesses
      confidential and proprietary information and data concerning the
      manufacture of the Product.

            


    

     

    
      	
              (B)

            	
              The
      Licensor and the Licensee have previously entered into the Development
      Agreement dated November 23, 2009 relating to, inter alia, the Licensee’s
      use of certain Intellectual Property of the Licensor in the research,
      development and manufacture of the
Product.

            


    

     

    
      	
              (C)

            	
              The
      Licensor has agreed to transfer the Product specific documentation and
      appropriate information and grant the licenses needed for the Licensee and
      its Permitted Sublicensees (as defined below) to replicate the Process in
      the event Licensee or its successor exercises its option for a technology
      transfer and license as set forth in Clause 14 of the Development
      Agreement.  Upon exercise of the option, the Licensor shall make
      available to the Licensee such confidential and proprietary information
      and shall grant to the Licensee a non exclusive licence to use the
      Licensed Know-How, the Licensed Patents and other Intellectual Property
      for the further development and manufacture of the
  Product.

            


    

     

    IT
IS HEREBY AGREED AS FOLLOWS:

     

    
      	
              1.

            	
              
                INTERPRETATION

              

            


    

     

    
      
        	
                
                

              	
                1.1

              	
                The
      definitions and rules of interpretation in this Clause apply in this TTL
      Agreement.

              


      

    

     

    
      	
               
      

            	
              1.1.1

            	
              Affiliate means any company,
      corporation, limited liability company, partnership or other entity which
      directly or indirectly Controls, is Controlled by or is under common
      control, directly or indirectly, with the relevant Party to this
      Agreement.  Control for purposes of this Clause
      1.1.1 shall mean the ownership of more than fifty percent (50%) of the
      issued share capital of the Party in question or the legal power to direct
      or cause the direction of the general management and policies of the Party
      in question.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
               
      

            	
              1.1.2

            	
              Approved
      Purpose means,
      in relation to the Product only (and no other product), the further
      development of the Process and the manufacture of the Product using the
      Process and the Intellectual Property, the Licensed Know-How and the
      Licensed Patents by the Licensee and/or its Permitted Sublicensees, and
      the sale and use of the Product for any
      purpose.

            


    

     

    
      	
               
      

            	
              1.1.3

            	
              Control or
      Controlled means
      with respect to any (i) item of Information, including, without
      limitation, know-how, or (ii) Intellectual Property, the possession
      (whether by ownership or license, other than pursuant to this
      TTL Agreement) by a Party of the ability to grant to the other Party
      access or a license as provided herein under such item or right without
      violating the terms of any agreement or other arrangements with any Third
      Party.

            


    

     

    
      	
               
      

            	
              1.1.4

            	
              Development Agreement means that
      certain agreement dated November 23, 2009 between the Licensor and the
      Licensee relating to the development of the Process and the manufacture of
      the Product.

            


    

     

    
      	
               
      

            	
              1.1.5

            	
              Disclose includes discussion (or any
      communication) or disclosure, by whatever means, and Disclosed,
      Discloses, Disclosing and Disclosure are to be construed
      accordingly, and in relation to an obligation to Disclose means the most appropriate form
      of Disclosure.

            


    

     

    
      
        	
                 
      

              	
                1.1.6

              	
                Effective Date of this TTL Agreement means the date on which the
      Licensee exercises the option for a technology transfer and license in
      accordance with Clause 14 of the Development
      Agreement.

              
	 	 	 
	 	

                1.1.7

              	

                Improvement means
      any addition, alteration, change, development, enhancement, improvement or
      modification to and non-severable from the Licensed Know-How and/or
      Licensed Patents, and includes all Information in respect of the same, to
      the extent severable from the Product and the Licensee’s patents and
      know-how.

              


      

    

     

    
      	
               
      

            	
              1.1.8

            	
              Information means any information,
      including technical information and know-how, obtained from development,
      experimentation, observation and operation by the Disclosing Party or on
      its behalf or to which it is or becomes entitled and all analyses,
      assessments, data, designs, details, diagrams, drawings, opinions,
      specifications and statements in the Control and possession or within the
      knowledge of the Disclosing
  Party.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
               
      

            	
              1.1.9

            	
              Intellectual Property means all intellectual property
      rights, including (without limitation) patents, patent applications,
      divisions, continuations, continuation-in-part applications, divisionals,
      substitutions, confirmations, supplementary protection certificates,
      reissues, utility models, trademarks, database rights and copyrights and
      all inventions, know-how, trade secrets, techniques and confidential
      information and other proprietary knowledge and information which may
      subsist anywhere in the world, in each case for their full term, and
      together with any renewals or
    extensions.

            


    

     

    
      	
               
      

            	
              1.1.10

            	
              Licensed
      Know-How means
      all technical and other Information or data owned or Controlled by the
      Licensor and used in the development and/or manufacture of the
      Product.  Licensed Know-How shall include but not be limited to
      scientific, technical, and commercial information relating to the Process,
      such as specifications, know-how, technologies, manufacturing processes,
      research, inventions and the Licensor’s commercial activities, and further
      including any know-how comprised in the New General Application
      Intellectual Property, as defined in the Development Agreement as
      well as know-how comprised in the Improvements.  In the event
      the Licensee exercises its option under Clause 14 of the Development
      Agreement also for a technology transfer and license of the [***],
      Licensed Know-How shall also include the [***].  Without
      limiting the foregoing, the Lonza Know How as of the effective date of the
      Development Agreement is identified in Schedule
      A and
      Schedule
      C hereto.

            


    

     

    
      	
               
      

            	
              1.1.11

            	
              Licensed
      Patents means
      patents and patent applications, divisions, continuations,
      continuation-in-part applications, divisionals, extensions, substitutions,
      renewals, confirmations, supplementary protection certificates and
      reissues, throughout the world owned
      or Controlled by the Licensor and used in the development and/or
      manufacture of the Product.  Licensed Patents shall also
      include, but not be limited to patents and patent applications that cover
      the New General Applications Intellectual Property, as defined in the
      Development Agreement, as well as patents and patent applications
      comprised in the Improvements.  In the event the Licensee
      exercises its option under Clause 14 of the Development Agreement also for
      a technology transfer and license of the [***], Licensed Patents shall
      also include the [***].  Short particulars of the Licensed
      Patents as of the effective date of the Development Agreement are set out
      in Schedule
      B hereto.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
 

    
      	
               
      

            	
              1.1.12

            	
              Lonza means Lonza Sales AG and its
      Affiliates Lonza Biologics plc of Slough, England, Lonza Biologics Inc of
      Portsmouth, NH, USA, and Lonza Biologics Porriño S.L. of
      Pontevedra-Galicia,
Spain.

            


    

     

    
      	
               
      

            	
              1.1.13

            	
              Micromet means Micromet AG and its
      existing Affiliates which are engaged in the research and development of
      BiTE® antibodies, and their
      successors in title and lawful
    assigns.

            


    

     

    
      	
               
      

            	
              1.1.14

            	
              Net Selling Price means all monies received by
      or on behalf of the Licensee or its sublicensee hereunder in respect of
      the sale of Product in the Territory to a Third Party in a bona fide arm's
      length transaction, less the following items to the extent that they are
      paid or allowed and included in the invoice price, whether or not invoiced
      separately, and determined in accordance with consistently applied and
      recognized accounting
  standards:

            


    

     

    
      	
               
      

            	
              (a)

            	
              normal
      discounts actually granted, including without limitation, quantity, trade,
      cash and other discounts, rebates and charge-backs, including government
      rebates, governmental price reductions and
  charges;

            


    

     

    
      	
               
      

            	
              (b)

            	
              amounts
      refunded or credits allowed for Product or other goods returned or not
      accepted by customers;

            


    

     

    
      	
               
      

            	
              (c)

            	
              packaging,
      transportation and prepaid insurance charges on shipments or deliveries to
      customers; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              taxes,
      tariffs, customs duties, surcharges and other governmental charges
      actually incurred and paid by Licensee or its sublicensee hereunder in
      connection with the sale, exportation, importation or delivery of Product
      or other goods to customers.

            


    

     

    In the
event Product is sold as part of combination product with either one or more
other pharmaceutically active ingredient(s) or with a product or device for
delivery of the Product (a Combination Product), the Net
Selling Price of the Product, for the purposes of determining royalty payments,
shall be determined by multiplying the Net Selling Price of the Combination
Product by the fraction, A/A+B where A is the average sale price of Product when
sold separately and B is the average sale price of the other part of the
Combination Product sold separately.  If such average sales price
cannot be determined for both the Product and the other part of the Combination
Product, the Net Selling Price for purposes of determining royalty payments
shall be calculated by multiplying the Net Selling Price of the Combination
Product by the fraction C/C+D where C is the cost of goods of Product and D is
the cost of goods of the other part of the Combination Product, determined in
accordance with the method of accounting normally employed by the Licensee in
computing cost of goods.

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    
 

    If the
sale of a Product by or on behalf of Licensee or its sublicensee referenced
above is not exclusively for money but partly or in whole for other
consideration, then the average Net Selling Price, on a country by country
basis, of Licensee or its sublicensee if sold exclusively for money shall be
deemed to be the Net Selling Price for such sales of Product. If no such average
Net Selling Price exists in a particular country, the average Net Selling Price
in the EU, and if no such average Net Selling Price exists in the EU, the
average Net Selling Price in the USA shall be considered the Net Selling Price
of such sales of Product.

     

    For the
avoidance of doubt, the supply of Product free of charge as commercial samples,
or for use in clinical studies, or to Third Parties for evaluation purposes,
shall not be included in this provision.

     

    
      	
               
      

            	
              1.1.15

            	
              Party / Parties means Licensor or
      Licensee, or Licensor and Licensee, as the context
      permits.

            


    

     

    
      	
               
      

            	
              1.1.16

            	
              Permitted Sub-licensee means a Third Party
      collaboration partner of the Licensee or a Third Party who manufactures
      the Product on behalf of the Licensee or the Third Party collaboration
      partner of the Licensee subject to a sublicense in accordance with Clause
      2.3 below.

            


    

     

    
      	
               
      

            	
              1.1.17

            	
              Process means the process
      (including but not limited to the fermentation process and the downstream
      process) for the production of Product which is owned or Controlled by
      Licensor and was further developed and/or improved and used for the
      manufacture of Product by the Licensor under the Development
      Agreement.

            


    

     

    
      
        	
                 
      

              	
                1.1.18

              	
                Product means
      Licensee's single-chain bispecific anti-CD19 antibody (CD19
      BiTE®)
      also known as Blinatumomab or MT103, and any [***],
      including [***].

              


      

    

     

    
      	
               
      

            	
              1.1.19

            	
              [***] means Licensor’s chemically defined, [***]
      consisting of the [***] used either in combination or individually, as it
      is used in the development and/or manufacture of the Product and owned or
      Controlled by
Licensor.

            


    

     

    
      	
               
      

            	
              (a)

            	
              [***] means [***], as more fully
      set out in Schedule
      C;

            


    

     

    
      	
               
      

            	
              (b)

            	
              [***] means [***], as more fully
      set out in Schedule
      C;

            


    

     

    
      
        	
                 
      

              	
                (c)

              	
                [***] means the [***] set out in
      Schedule
      C;

              
	 	 	 
	 	
                (d)

              	
                [***] means any Information
      specifically relating to the [***].  The [***] as of the
      effective date of the Development Agreement is identified in more detail
      in Schedule
      C hereto;

              


      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
               
      

            	
              (e)

            	
              [***] means any patents and
      applications covering the [***].  The [***] as of the effective
      date of the Development Agreement are identified in more detail in Schedule C
      hereto;

            


    

     

    
      	
               
      

            	
              (f)

            	
              [***] means the [***], as more
      fully set out in Schedule
      C.

            


    

     

     
[***] forms part of the Licensed Patents and the Licensed Know-How.

     

    
      	
               
      

            	
              1.1.20

            	
              Territory means
      worldwide.

            


    

     

    
      	
               
      

            	
              1.1.21

            	
              Third
      Party means
      any party other than the Licensor and the
  Licensee.

            


    

     

    
      	
               
      

            	
              1.1.22

            	
              TTL Agreement means this Technology
      Transfer and License
Agreement.

            


    

     

    
      	
               
      

            	
              1.1.23

            	
              Valid Claim means an issued claim
      of an issued patent that has not (i) expired or been cancelled, (ii) been
      declared invalid by a decision of a court or other appropriate body of
      competent jurisdiction, from which no appeal is or can be taken, (iii)
      been admitted to be invalid or unenforceable through reissue, disclaimer
      or otherwise, or (iv) been abandoned or
  disclaimed.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Any
      reference to a Clause is to a Clause of this TTL Agreement, unless it
      expressly refers to the Development
Agreement.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Clause
      headings do not affect the interpretation of this TTL
      Agreement.

            


    

     

    
      	
               
      

            	
              1.4

            	
              Words
      in the singular include the plural and in the plural include the
      singular.

            


    

     

    
      	
               
      

            	
              1.5

            	
              A
      reference to one gender includes a reference to the other
      gender.

            


    

     

    
      	
               
      

            	
              1.6

            	
              A
      person includes a corporate or unincorporated
  body.

            


    

     

    
      	
               
      

            	
              1.7

            	
              A
      reference to a particular law is a reference to it as it is in force for
      the time being taking account of any amendment, extension, application or
      re-enactment and includes any subordinate legislation for the time being
      in force made under it.

            


    

     

    
      	
               
      

            	
              1.8

            	
              Writing
      or written includes faxes but not
e-mail.

            


    

     

    
      	
              2

            	
              GRANT

            


    

     

    
      	
               
      

            	
              2.1

            	
              All
      Intellectual Property in and to the Licensed Know-How and the Licensed
      Patents and the [***] are and shall remain the exclusive property of the
      Licensor.  Neither this TTL Agreement nor any Disclosure of the
      Intellectual Property, the Licensed Know-How, the Licensed Patents, and
      the [***] shall be deemed by implication or otherwise to vest in the
      Licensee any present or future rights in any Intellectual Property, the
      Licensed Know-How, the Licensed Patents, and the [***] and no licence is
      granted except as explicitly stated in this TTL
  Agreement.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
               
      

            	
              2.2

            	
              The
      Licensor hereby grants to the Licensee, and the Licensee accepts, in
      relation only to the Product, a non exclusive licence to use the
      Intellectual Property, the Licensed Know-How, the Licensed Patents and/or
      the [***] to develop, have developed, to manufacture, have manufactured,
      to supply, have supplied, to import, have imported, to use, have used, and
      to sell and have sold, the Product in the Territory for the Approved
      Purpose only.

            


    

     

    
      	
               
      

            	
              2.3

            	
              The Licensee shall have the right to authorize
      and grant sub-licences through multiple tiers under this TTL Agreement to
      specific [***] and any other Third Party registered and operating within
      the permitted territories (but not to [***], their Affiliates or any other
      Third Party registered and operating outside the permitted territories)
      listed in Schedule
      D (any [***] or Third Party other than those named, or outside
      those territories listed, are to be assessed and consented to by Licensor
      on a case by case basis, provided
      that such consent by the Licensor shall not be unreasonably
      withheld or delayed) with respect to the rights and licences granted under
      this TTL Agreement, and further provided
      that:

            


    

     

    the
Licensee shall ensure that there are included in the terms of any sub-licence
the like obligations and undertakings on the part of the sub-licensee as are
contained in this TTL Agreement, including in particular, but not limited to,
this Clause 2.3 (obligations on the sublicensee for sub-sublicensing) and Clause
6 (Confidentiality) and shall further ensure that all sub-licensees duly observe
and perform the same;

     

    
      	
               
      

            	
              2.3.1

            	
              the
      Licensee shall at all times indemnify and keep indemnified the Licensor
      against all or any cost, claims, damages or expenses incurred by the
      Licensor or for which the Licensor may become liable as a result of the
      default or negligence of any sub-licensee, (including sub-sub-licensees,
      and as further sub-licensed as the case may be), relating to this TTL
      Agreement; and/or

            


    

     

    
      	
               
      

            	
              2.3.2

            	
              each
      sub-license, (including sub-sub-licensees, and as further sub-licensed as
      the case may be), shall be expressly subject and subordinate to the terms
      of this TTL Agreement, and it shall be the Licensee's responsibility to
      ensure the strict adherence by any sublicensee hereunder to the terms and
      conditions of this TTL Agreement.

            


    

     

    
      	
               
      

            	
              2.4

            	
              With
      regard to the [***] and provided
      that the Licensee exercises its option regarding the [***] under
      Clause 14 of the Development Agreement, the following provisions shall
      apply:

            


    

     

    
      	
               
      

            	
              2.4.1

            	
              The
      Licensor shall offer to Licensee [***].  Such new version shall
      be made available at the price set forth in Clause 7.2 below, with the
      only additional compensation being for additional Works and Services which
      may be required to implement such improvement or new version for the
      manufacture of the Product.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    


    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
    

    
      	
               
      

            	
              2.4.2

            	
              The
      Licensor shall provide the Licensee with details of a Third Party
      supplier, from whom the Licensee and/or the Permitted Sub-licensee will be
      able to purchase [***] to enable the Licensee and/or the Permitted
      Sub-licensee, to make and use the [***], and the Licensor shall also
      provide the Licensee or at Licensee's direction the Permitted Sublicensee
      with the [***] to the extent required by the Licensee and/or the Permitted
      Sub-licensee to use the [***], and to make and use the [***] for the
      Approved Purpose.

            


    

     

    
      	
               
      

            	
              2.4.3

            	
              For
      the avoidance of doubt, the formulation of the [***] and/or the [***] will
      not be Disclosed to the Licensee, and the Licensee hereby confirms that it
      shall not perform any analysis, test, experiment, modification or
      reverse-engineering on the [***].  With regard to any regulatory
      filings necessary to support the Product, the Licensor shall file such
      formulations directly with the appropriate regulatory
      authority.

            


    

     

    
      	
               
      

            	
              2.4.4

            	
              Upon
      the request of Licensee, Licensor shall provide to the Licensee or
      directly to the appropriate regulatory authority (as the case may be),
      such documents and reasonable assistance regarding the [***] as may be
      required to be submitted by Licensee in filings with any applicable
      regulatory authorities for the
Product.

            


    

     

    
      	
               
      

            	
              2.4.5

            	
              The
      Licensor will provide to certain designated safety experts of the Licensee
      or at the Licensee's direction its Permitted Sublicensee with [***] in
      order to enable the Licensee or the Permitted Sublicensee to evaluate the
      safety of the [***].

            


    

     

    
      	
               
      

            	
              2.4.6

            	
              The
      Licensor shall use reasonable commercial endeavours to ensure continuity
      of supply of the [***] and [***], through the establishment of a second
      supplier where possible, the establishment of a second source from the
      same supplier (e.g. second production site) or the establishment of supply
      through an emergency plan/security
stock.

            


    

     

    
      	
               
      

            	
              2.4.7

            	
              The
      Licensee acknowledges that, subject only to [***]; certain Licensor
      proprietary information (including the formulation for any elements of
      [***]) may be a Licensor trade secret and will only be supplied [***] and
      not to [***].

            


    

     

    
      	
               
      

            	
              2.5

            	
              No
      right or licence is granted by the Licensor to the Licensee by this TTL
      Agreement, except as expressly set out in this Clause 4.

            


    

     

    
      	
            	
              2.6

            	
              The
      Licensor shall execute all documents, give all declarations regarding the
      licenses granted under this Clause 2 and reasonably cooperate with the
      Licensee to the extent such documents, declarations and/or cooperation are
      required for the recordal or registration of the licenses granted
      hereunder at the various patent offices for the benefit of the Licensee
      and at the Licensee’s cost.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Execution Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      	
              3

            	
              
                TECHNOLOGY
      TRANSFER; PROVISION OF TECHNICAL
  ASSISTANCE

              

            


    

     

    
      	
               
      

            	
              3.1

            	
              The
      Licensor shall transfer and make available to the Licensee, or at the
      Licensee's direction to a Permitted Sub-licensee within [***] after the
      Effective Date of this TTL Agreement (subject only to Clause 3.2) and from
      time to time regarding the [***] a data package that shall include all of
      the Information, Licensed Know-How, the Licensed Patents and, upon
      exercise of the option regarding the [***] also the [***], in order to
      enable the Licensee and/or the Permitted Sub-licensee, to develop,
      manufacture, sell and use the Process and the Product.  The
      Licensee and the Permitted Sub-licensee shall not use any of the know-how
      furnished by the Licensor under this Clause 3 for any purpose whatsoever,
      except for the Approved Purpose, or as otherwise specifically authorized
      in writing by the Licensor.  In the event that the Licensee
      reasonably believes that the Licensed Know-How, to the extent applicable,
      included in the data package furnished by the Licensor under this Clause 3
      is incomplete, the Licensee shall provide written notice thereof to the
      Licensor, and the Licensor shall undertake reasonable efforts to furnish
      the missing materials or amended copies of the missing know how and to
      answer all reasonable questions received from the Licensee regarding the
      Licensed Know How as soon as reasonably possible after receipt of the
      Licensee's written notice.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Upon
      completion of the technology transfer under Clause 3.1, at the latest
      [***] after the Effective Date of this TTL Agreement, the Parties shall
      meet to discuss the status of the technology transfer, any missing
      know-how and information and the assistance to be provided by the Licensor
      in order to allow the Licensee or its Permitted Sub-licensee to
      manufacture the Product using the Process.  The Licensee may
      invite representatives of its Permitted Sub-licensees to participate in
      such meeting.

            


    

     

    
      	
               
      

            	
              3.3

            	
              After
      the Effective Date of this TTL Agreement and until [***] after the meeting
      as set forth in Clause 3.2 above took place, the Licensor shall transfer
      to the Licensee, or at the Licensee's discretion to its Permitted
      Sub-licensee the [***].  Clause 3.1 above shall apply
      respectively for the transfer of such
[***].

            


    

     

    
      	
               
      

            	
              3.4

            	
              During
      the term of this TTL Agreement, the Licensor shall reasonably make
      available to the Licensee as outlined in the following sentence, the
      services of fully qualified and experienced members of its staff to advise
      the Licensee on the use of the Information, the Licensed Know-How, the
      Licensed Patents and the [***] for the Approved Purpose.  Upon
      prior written notice of the Licensee of at least [***] FTEs of the
      Licensor will be available for technical assistance for the first [***]
      after the Effective Date of this TTL Agreement.  Thereafter,
      Licensor will be available for at least [***] during any [***] period.
      

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    The
technical assistance will be provided on the following conditions:

     

    
      	
               
      

            	
              3.4.1

            	
              the
      Licensee reimburses the preapproved reasonable travel, hotel and living
      expenses of such persons for the period from departure to
      return;

            


    

     

    
      	
               
      

            	
              3.4.2

            	
              the
      Licensee pays to the Licensor a fee for the services of such person in
      relation to time spent with the Licensee and in travelling to and from the
      Licensee at the Licensor’s then commercial daily
      rate.  Licensor's commercial daily rate on the effective date of
      the Development Agreement is [***] subject to annual UK's PPI
      adjustments;

            


    

     

    
      	
               
      

            	
              3.4.3

            	
              the
      Licensor's representative shall act merely in an advisory capacity and
      neither the Licensor nor such person shall be liable in any manner for any
      loss (including, but not limited to, consequential loss, pecuniary loss
      and loss of profits), damage or injury, other than (i) liability for death
      or personal injury resulting from the implementation of or reliance on any
      actual or alleged advice or assistance of such person or (ii) liability
      resulting from the Licensor's or its representatives' negligence or wilful
      misconduct;

            


    

     

    
      	
               
      

            	
              3.4.4

            	
              for
      the avoidance of doubt, the Licensor is not required to allow any
      Permitted Sub-licensee access to its facilities and/or its trade
      secrets.

            


    

     

    
      	
              4

            	
              
                LICENSEE'S
      OBLIGATIONS

              

            


    

     

    
      	
               
      

            	
              The
      Licensee shall at all times indemnify, and keep indemnified, the Licensor
      against all or any costs, claims, damages, liabilities or expenses
      incurred by the Licensor or for which the Licensor may become liable with
      respect to any product liability claim relating to the Product
      manufactured by the Licensee, its sub-licensee or the Third Party contract
      manufacturer of Licensee or its sub-licensee.  The Licensee
      shall maintain adequate product liability insurance and shall supply to
      the Licensor the policy on request.

               

            


    

    
      	
              5

            	
              
                IMPROVEMENTS

              

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Licensee undertakes that subject to any obligations as to confidence, the
      Licensee must immediately Disclose to the Licensor any Improvements
      created or developed by, for or on behalf of the Licensee upon it becoming
      aware that an Improvement has been or may be created or
      developed.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        	
              	
                5.2

              	
                In
      consideration of the rights granted under Clause 2 with respect to
      Disclosure of the Licensed Know-How, Licensed Patents, and/or the [***]
      all Intellectual Property in Improvements shall vest in and be owned by
      the Licensor.  The Licensee hereby assigns to the Licensor, with
      full title guarantee (subject only to the obligation to assign to
      Licensor), such rights, title and interest in and to any Intellectual
      Property in any Improvements it owns or will own, together with any
      related rights and powers arising or accrued, including but not limited to
      the rights to sue for damages (and the right to retain any damages
      obtained) for all past infringements.  To the extent that any
      assignment of future rights is prevented by law, the Licensee shall hold
      any such right on trust for the Licensor absolutely until such purported
      transfer of rights is perfected.  The Licensee further agrees to
      execute or procure the execution of such deeds or documents and do or
      procure the doing of such acts and things as may be necessary or desirable
      to perfect the transfer of title to the Licensor or effect the recording
      or registration of the assignment of any such Intellectual Property to the
      Licensor (all reasonable costs incurred by the Licensee in providing such
      co-operation shall be paid for by the Licensor).  Any such
      Improvement transferred to the Licensor hereunder shall be considered
      Licensed Know-How and/or Licensed Patents for purposes of this TTL
      Agreement.

              


      

    

     

    
      	
              6

            	
              
                CONFIDENTIALITY

              

            


    

     

    
      	
               
      

            	
              6.1

            	
              The
      Licensed Know-How and/or Licensed Patents may be Disclosed in electronic,
      oral, written or other tangible form.  Any Information which is
      orally or visually Disclosed to the Licensee shall constitute Licensed
      Know-How:

            


    

     

    
      
        	
              	
                6.1.1

              	
                if
      it would be apparent to a reasonable person, familiar with the Licensor’s
      business and the industry in which it operates, that such Information is
      of a confidential or proprietary nature the maintenance of which is
      important to the Licensor; or

              


      

    

     

    
      	
               
      

            	
              6.1.2

            	
              if
      the Licensor, within [***] after such Disclosure, delivers to the Licensee
      a written document or documents describing such Information and
      referencing the place and date of such oral, visual or written Disclosure
      and the names of the persons at the receiving Party to whom such
      Disclosure was made.

               

            


    

    
      	
               
      

            	
              6.2

            	
              The
      Licensee hereby represents to the Licensor that it shall not, without the
      prior written consent of the
Licensor:

            


    

     

    
      	
               
      

            	
              6.2.1

            	
              use
      the Licensed Know-How and/or Licensed Patents for any purpose other than
      the Approved Purpose; or

            


    

     

    
      	
               
      

            	
              6.2.2

            	
              Disclose
      the Licensed Know-How to any Third Party for any purpose, except as
      provided for in Clause 6.5; or

            


    

     

    
      	
               
      

            	
              6.2.3

            	
              publish
      the Licensed Know-How or otherwise place the Licensed Know-How in the
      public domain; or

            


    

     

    
      	
               
      

            	
              6.2.4

            	
              duplicate
      the Licensed Know-How or produce extracts or documents containing Licensed
      Know-How except for limited copies, extracts or documents made as needed
      and provided on a need-to-know
basis.

            


    

     

    
      	
            	
              6.3

            	
              Furthermore,
      the Licensee undertakes not to engage in or to procure the decompilation,
      disassembly, or otherwise reverse engineering of any or all of the
      Licensed Know-How and/or Licensed Patents, except and only to the extent
      that such activity is expressly permitted by applicable law
      notwithstanding this limitation.  The terms of this Clause 6.3
      shall continue to apply notwithstanding termination of this TTL Agreement
      or any other cessation of any business relationship between the
      Parties.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


     

    
      
        	
              	
                6.4

              	
                The
      Licensee shall limit access to the Licensed Know-How to those of its
      employees, consultants and Permitted Sub-licensees who need to receive it
      for the Approved Purpose and then only to the extent deemed
      necessary.  The Licensee shall ensure that such employees,
      consultants and Permitted Sub-licensees are made aware of its obligations
      to maintain the Licensed Know-How in confidence and shall not Disclose
      Licensed Know-How to any Third Party except as permitted by this TTL
      Agreement.

              


      

    

     

    
      
        	
              	
                6.5

              	
                The
      Licensee undertakes not to Disclose or permit to be Disclosed to any Third
      Party other than to those of its officers, employees, agents, consultants,
      licensees and financial investors that have a need to know the Licensed
      Know-How of the Licensor for purposes of this Agreement, provided
      that such Disclosure will be made under a confidentiality
      non-Disclosure agreement comprising of terms at least as stringent as the
      confidentiality provisions under this Clause 6.  Furthermore,
      the Licensee will be entitled to Disclose the Process and the terms and
      conditions of this Agreement to (i) potential licensees or collaboration
      partners regarding the Product, and to (ii) potential acquirers of the
      Licensee, provided,
      however, that such potential sub-licensees, collaboration partners
      or acquirers are in [***], that such Disclosure is necessary to evaluate
      the respective project , that such potential sub-licensee or collaboration
      partner is [***], based on [***], and is organised and operating in the
      permitted territories listed in Schedule
      D (but may not be disclosed to Affiliates outside these permitted
      territories)  and that such Disclosure will be made under a
      confidentiality non-Disclosure agreement comprising of terms at least as
      stringent as the confidentiality provisions under this Clause
      6.  With respect to any other potential sub-licensees,
      collaboration partners and acquirers Disclosure can only be made upon the
      Licensor's prior written consent, such consent not to be unreasonably
      withheld or delayed.  For the avoidance of doubt, Licensee shall
      remain fully liable for any disclosure by Licensee’s potential
      sub-licensee, collaboration partner or acquirer of their respective
      confidentiality obligations.

              


      

    

     

    
      
        	
              	
                6.6

              	
                The
      foregoing restrictions on Disclosure and use shall not be applicable to
      any Licensed Know-How which the Licensee can
  demonstrate:

              


      

    

     

    
      	
               
      

            	
              6.6.1

            	
              was
      rightfully in its possession prior to the date of
    Disclosure;

            


    

     

    
      	
               
      

            	
              6.6.2

            	
              was
      in the public domain prior to the date of
  Disclosure;

            


    

     

    
      	
               
      

            	
              6.6.3

            	
              has
      subsequently entered into the public domain by publication or other means,
      except by means of an unauthorised act or omission by the
      Licensee;

            


    

     

    
      	
               
      

            	
              6.6.4

            	
              was
      supplied to the Licensee without restriction on use or Disclosure by a
      Third Party who was under no restriction directly or indirectly to the
      Licensor or any of its Affiliates regarding the use or Disclosure of said
      information;

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      	
               
      

            	
              6.6.5

            	
              that
      the Licensee is required by law to Disclose, provided
      that the Licensor is given prompt written notice of any such
      requirement prior to any Disclosure of Licensed Know-How so that it may
      contest such requirement, if necessary;
or

            


    

     

    
      	
               
      

            	
              6.6.6

            	
              was
      independently developed by the Licensee or its Affiliates without access
      to the Licensed Know-How and/or Licensed Patents, as evidenced by
      documentary records.

            


    

     

    Provided, however, that the
foregoing exceptions shall not apply to

     

    
      	
               
      

            	
              (a)

            	
              Licensed
      Know-How contained within more general Information that may fall within
      one or more of the exceptions; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      combination of features or items of Licensed Know-How where one or more of
      the relevant individual features or items (but not the combination itself)
      may fall within one or more of the
exceptions.

            


    

     

    
      	
            	
              6.7

            	
              The
      non-disclosure and non-use provisions under this TTL Agreement shall
      continue in force unless and until the Licensed Know-How enters the public
      domain, other than through a breach of this TTL Agreement by the
      Licensee.

            


    

     

    
      	 	
              6.8

            	
              In
      consideration of the Licensee receiving the Licensed Know-How and/or
      Licensed Patents, the Licensee acknowledges that a breach of the
      provisions of this TTL Agreement by the Licensee, or any of its employees
      could result in serious damage being sustained by the Licensor and as a
      result the Licensee hereby agrees:

            


    

     

    
      	
               
      

            	
              6.8.1

            	
              to
      indemnify the Licensor fully for any losses, damages or expenses that may
      be occasioned by any such breach;
and

            


    

     

    
      	
               
      

            	
              6.8.2

            	
              that
      since money damages alone may be a wholly inadequate measure of the loss,
      the Licensor shall be entitled to specific enforcement of the terms hereof
      (by injunction or otherwise) on such terms as any court with jurisdiction
      may deem just and proper.

            


    

     

    
      	
              7

            	
              PAYMENTS

            


    

     

    
      	
               

            	
              7.1

            	
              In
      the event the Process is based on the Lonza Process, as defined in the
      Development Agreement, the Licensee shall pay within [***] after the first
      regulatory approval of the Product in the United States, in the European
      Union or in Japan a non-refundable and irrevocable disclosure fee in the
      amount of

            


    

     

    
      	
               
      

            	
              (a)

            	
              £[***]
      if the [***] of such Lonza Process is
used,

            


    

     

    
      	
               
      

            	
              (b)

            	
              £[***]
      if the [***] of such Lonza Process is
used,

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      additional payment if the [***] of such Lonza Process are being
      used,

            


    

     

    
      	
               
      

            	
              provided,
      however, that if [***], the Licensee shall only be required to pay
      a pro-rata amount corresponding [***] , and further provided
      that each of the payments under this Clause 7.1 shall only be made
      once and the total payments shall in no event exceed
      [***].

            


    

     

    
      	
               
      

            	
              7.2

            	
              In
      consideration of the rights granted under Clause 2 regarding the [***],
      and upon termination of the Development Agreement (i.e., in the event the
      Licensor does no longer develop and manufacture the Product on behalf of
      the Licensee) the Licensee shall pay to the
  Licensor:

            


    

     

    *** Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


     

    
      
        	
              	
                (a)

              	
                within
      [***] of the date of this TTL Agreement the sum of [***];
    and

              


      

    

     

    
      
        	
              	
                (b)

              	
                a
      royalty of [***] on a country-by-country basis of the Net Selling Price of
      each Product sold in the Territory by the Licensee (or its sublicensee),
      such royalty being payable for as long as the manufacture, use or sale of
      the Product (or any other infringing act) is covered under a Valid Claim
      within the [***] (with the exception only of Improvements assigned to
      Licensor under Clause 5 above);
or

              


      

    

     

    
      	
               
      

            	
              provided,
      however, that regarding [***] the following shall apply: although [***] is
      not covered by a Valid Claim, the Parties have agreed to link the duration
      of royalty payments to a Valid Claim, and Licensee shall pay as follows: a
      royalty of [***] on a country-by-country basis of the Net Selling Price of
      each Product sold in the Territory by the Licensee (or its sublicensee),
      for as long as royalties under Clause 7.2 would be payable as if the
      Product was covered under a Valid Claim of the patent in Schedule B
      hereto; and

            


    

     

    
      	
               
      

            	
              and
      that regarding [***] the following shall apply: in the event of no Valid
      Claim within [***] subsisting on the Effective Date; a royalty of [***] of
      the Net Selling Price of each Product sold in the Territory by the
      Licensee (or its sublicensee), for a period of [***] post first commercial
      sale of the Product.

            


    

     

    
      	
               
      

            	
              7.3

            	
              To
      the extent the Licensee requires a license to any Licensed Patents and/or
      Licensed Know-How which is generated by the Licensor during the term of
      this TTL Agreement, the Parties shall agree in good faith on any
      reasonable consideration for such license, if
  any.

            


    

     

    
      	
               
      

            	
              7.4

            	
              The
      Licensee shall keep true and accurate records and books of account
      containing all data necessary for the calculation of royalties payable to
      the Licensee under Clause 7.2 above.  Such records and books of
      account shall, upon reasonable notice having been given by the Licensor
      (which in no event shall be less than [***] prior notice), be open at all
      reasonable times during regular business hours for inspection by
      independent, certified and internationally recognized auditors selected by
      the Licensor and reasonably acceptable to the Licensee.  Such
      independent auditors shall agree to maintain the confidentiality of the
      information and materials disclosed during the audit.  Any such
      audit shall be conducted during regular business hours, in a manner that
      does not interfere unreasonably with the operations of the Licensee’s
      business and, save for cause, not more often than once every calendar
      year.  Each audit shall begin upon reasonable prior written
      notice to the Licensor and shall be completed as soon as reasonably
      practicable.  The Licensor shall pay the costs of the
      independent auditors conducting such audit, unless the results of the
      audit reveal an underpayment of [***] or more by the Licensee, in which
      case, the Licensee shall pay the reasonable costs of the independent
      auditors.  If an audit concludes that an overpayment or
      underpayment has occurred during the audited period, such payment shall be
      remitted by the Party responsible for such payment to the other Party
      within [***] after the date such auditor’s written report identifying the
      overpayment or underpayment is delivered to the Party responsible for such
      payment.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
            	
              7.5

            	
              The
      Licensee shall prepare a statement in respect of each calendar quarter
      which shall show for the immediately preceding quarter details of the
      sales of Product and the royalty due and payable to the Licensor
      thereon.  Such statement shall be submitted to the Licensor
      within [***] after the end of the calendar quarter to which it relates,
      together with a remittance for the royalties due to the
      Licensor.

            


    

     

    
      
        	 	
                7.6

              	
                All
      sums due under this TTL
Agreement:

              


      

    

     

    
      
        	 	
                7.6.1

              	
                shall
      be made in pounds sterling to the Licensor.  Payments due to the
      Licensor in currencies other than pounds sterling shall first be
      calculated in the relevant local currency before being calculated at the
      rate of exchange in effect at the close of business on the day payment is
      due or made, whichever is earlier, provided
      always that where payment is made after the date provided therefore
      herein conversion shall be at the rate in effect at the date of payment if
      this is more favourable to the Licensor.  The rate of exchange
      shall be the mean value of the Pound Spot Rate in London first published
      in the Financial Times on the day following the day for determining such
      rates;

              


      

    

     

    
      
        	 	
                7.6.2

              	
                are
      exclusive of any Value Added Tax or of any other applicable taxes, levies,
      imposts, duties and fees of whatever nature imposed by or under the
      authority of any government or public authority, and shall be paid by the
      Licensee (other than taxes on the Licensor’s income).  The
      Parties agree to co-operate in all respects reasonably necessary to take
      advantage of such double taxation treaties as may be
      available.

              


      

    

     

    
      	 	
              7.7

            	
              In
      the event of any delay in effecting payment due under this TTL Agreement
      by the due date, the Licensee shall pay to the Licensor interest
      calculated on a daily basis on the overdue payment, from the date after
      such payment was due to the date of actual payment, at a rate of
      [***].

            


    

     

    
      	
              8

            	
              
                PROTECTION
      OF THE LICENSED KNOW-HOW

              

            


    

     

    
      	
            	
              8.1

            	
              In
      the event that any unlicensed activities are carried on by any Third Party
      which could constitute unauthorised Disclosure or the misuse of any of the
      Licensed Know-How, the Party becoming aware of such a matter shall
      immediately notify the other of it, and the Licensee shall join the
      Licensor in taking all steps (if any) as, in the total discretion of the
      Licensor, shall be desirable for the protection of the Licensor's rights
      under the Licensed Know-How.  The expenses incurred in taking
      such steps, and any profits or damages which may be obtained, shall be (in
      the absence of any agreement to the contrary) for the account of the
      Licensor.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
            	
              8.2

            	
              Subject
      only to Clause 9 below, nothing in this TTL Agreement shall constitute any
      representation that the Products or the use of the Licensed Know-How does
      not fall within the scope of any Third Party Intellectual
      Property.

            


    

     

    
      	
              9

            	
              WARRANTIES
      AND INDEMNITIES

            


    

     

    
      	
            	
              9.1

            	
              Each
      of the Parties warrants that it has full power and authority to carry out
      the actions contemplated under this TTL Agreement, and that its entry into
      and performance under the terms of this TTL Agreement will not infringe
      the rights of any Third Party or cause it to be in breach of any
      obligations to a Third Party.

            


    

     

    
      	
            	
              9.2

            	
              The
      Licensor warrants to the Licensee
that:

            


    

     

    
      	
               
      

            	
              9.2.1

            	
              all
      Information, data and materials provided by it to the Licensee hereunder
      will be, to the best of its knowledge, accurate and complete in all
      material respects, and it is entitled to provide the same to the Licensee
      without recourse to any Third Party;
and

            


    

     

    
      
        	
              	
                9.2.2

              	
                to
      the best of its knowledge and belief, the Information, the Licensed
      Know-How, the Licensed Patents and/or the [***] do not infringe, the
      rights of any Third Party, and no Third Party has threatened or, so far as
      it is aware, is currently threatening proceedings in respect of such
      infringement, and none of its Information, the Licensed Know-How, the
      Licensed Patents and/or the [***] is the subject of any actual or, so far
      as it is aware, threatened challenge or opposition or revocation
      proceedings; and

              


      

    

     

    
      
        	
              	
                9.2.3

              	
                to
      the best of its knowledge and belief, the [***] if used per the
      instructions provided by the Licensor is suitable for the Approved
      Purpose.  If during the term of this TTL Agreement Licensor
      learns that the [***] is not suitable for the Approved Purpose or causes
      adverse effects, the Licensor shall promptly inform the Licensee hereof;
      and

              


      

    

     

    
      
        	
              	
                9.2.4

              	
                to
      the best of its knowledge and belief, the suppliers of [***] and [***]
      will be able and willing to supply such [***] to the Licensee or its
      sublicensee or Third Party contract manufacturer of Licensee or
      sublicensee for the manufacture of the Product for clinical and commercial
      supply at terms and conditions of supply customary in the
      industry.

              


      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      
        	
              	
                9.3

              	
                Each Party (“Indemnifying Party”) shall defend, indemnify and hold
      harmless the other Party (“Indemnified Party”) and its directors, officers, employees
      and agents and the successors and assigns of any of the foregoing at all
      times from and against any Third Party claims actions, liabilities, costs
      and expenses (including court costs and legal fees on a full indemnity
      basis) that the Indemnified Party may suffer arising directly out of the
      Indemnifying Party’s breach of this TTL Agreement, including breach of
      representations and warranties, violation of applicable law, or the
      Indemnifying Party's negligent or wilful act or
      omission.

              


      

    

     

    
      
        	
              	
                9.4

              	
                With
      respect to liability claims or proceedings, the following shall apply; (a)
      except to the extent provided in (b) below, the Licensee shall indemnify
      and hold harmless the Licensor and its directors, officers, employees and
      agents and the successors and assigns of any of the foregoing at all times
      from any against any Third Party claims, actions, liabilities, costs and
      expenses (including court costs and legal fees on a full indemnity basis)
      that the Indemnified Party may suffer as a direct result of any tortious
      claims or proceedings of death or bodily injury relating to the Product
      and this TTL Agreement, and (b) the Licensor shall indemnify and hold
      harmless the Licensee and its directors, officers, employees and agents
      and the successors and assigns of any of the foregoing at all times from
      any against any Third Party claims, actions, liabilities, costs and
      expenses (including court costs and legal fees on a full indemnity basis)
      that the Indemnified Party may suffer as a direct result of any tortious
      claims or proceedings of death or bodily injury relating to the Product to
      the extent such claims or proceedings result from defects in the
      Information, the Licensed Know-How or the Licensed Patents, or from
      Licensor's breach of this TTL
Agreement.

              


      

    

     

    
      
        	
              	
                9.5

              	
                If
      an Indemnified Party intends to claim indemnification under this Clause 9,
      it shall promptly notify the Indemnifying Party in writing of such alleged
      liability.  The Indemnifying Party shall have the right to
      control the defence thereof with counsel of its choice as long as such
      counsel is reasonably acceptable to Indemnified Party; provided,
      however, that
      the Indemnified Party shall have the right to retain its own
      counsel at its own expense, for any reason, including if representation of
      the Indemnified Party by the counsel retained by the Indemnifying would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Party and any the Indemnifying Party.  The
      Indemnified Party, its employees and agents, shall reasonably cooperate
      with the Indemnifying Party and its legal representatives in the
      investigation of any liability covered by this Clause 9.  The
      obligations of this Clause 9 shall not apply to amounts paid in settlement
      of any claim, demand, action or other proceeding if such settlement is
      effected without the consent of the Indemnifying Party, which consent
      shall not be withheld or delayed unreasonably.  The failure to
      deliver written notice to the Indemnifying Party within a reasonable time
      after the commencement of any such action, if prejudicial to its ability
      to defend such action, shall relieve the Indemnifying Party of any
      obligation to the Indemnified Party under this Clause 9.  It is
      understood that only the Licensor and the Licensee may claim indemnity
      under this Clause 9 (on its own behalf or on behalf of its indemnitees),
      and other indemnitees may not directly claim indemnity
      hereunder.

              


      

    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

     

    
      	
            	
              9.6

            	
              Any
      condition or warranty other than those set forth in Clause 9.2 and/or
      relating to title which might otherwise be implied or incorporated within
      this TTL Agreement by reason of statute or common law or otherwise is
      hereby expressly excluded.

            


    

     

    
      	
            	
              9.7

            	
              IN
      NO EVENT (OTHER THAN WILFUL MISCONDUCT) SHALL EITHER PARTY BE LIABLE TO
      THE OTHER PARTY FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL,
      PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS TTL
      AGREEMENT.

            


    

     

    
      	
              10

            	
              
                DURATION
      AND TERMINATION

              

            


    

     

    
      	
            	
              10.1

            	
              This
      TTL Agreement shall come into force on the Effective Date of this TTL
      Agreement and shall, unless terminated in accordance with Clause 10.2 or
      10.3 below, remain in force until the Licensee has no further need to use
      the Information, the Licensed Know-How, the Licensed Patents and/or the
      [***].

            


    

     

    
      	
            	
              10.2

            	
              The
      Licensee shall be entitled to terminate this TTL Agreement at any time by
      giving [***] prior written notice.

            


    

     

    
      	
            	
              10.3

            	
              The
      Licensor shall have the right to terminate this TTL Agreement immediately
      by notice in writing to the
Licensee:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the event that the Licensee fails to perform or observe any of the
      obligations on its part to be performed or observed under this TTL
      Agreement, provided, that, in a case where the breach is remediable, such
      notice from the Licensor shall also require the Licensee to remedy such
      breach and if the Licensee so remedies within [***], in the event of a
      breach of [***], and within [***], in the event of any other breach, of
      such notice being served, such notice to terminate this TTL Agreement
      shall be deemed to be void and of no effect;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in the event an interim order is applied for
      or made, or a voluntary arrangement approved, or a petition for a
      bankruptcy order is presented or a bankruptcy order is made against the
      Licensee, or a receiver or trustee in bankruptcy is appointed of the
      Licensee's estate or a voluntary arrangement is proposed or approved or an
      administration order is made, or a receiver or administrative receiver is
      appointed of any of the Licensee's assets or undertaking, or a winding-up
      resolution or petition is passed or presented (otherwise than for the
      purposes of reconstruction or amalgamation), or any circumstances arise
      which entitle the court, a creditor, the company or its directors to
      appoint a receiver, administrative receiver or administrator or to present
      a winding-up petition or make a winding-up order or other similar or
      equivalent action is taken against or by the Licensee by reason of its
      insolvency or in consequence of debt, and
      provided that following such proceedings the Licensee is Controlled
      by companies, partnerships and/or other entities which are registered and
      operating, with respect to the manufacturing of the Product, outside the
      permitted territories listed in Schedule
      D.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


     

    
      	
            	
              10.4

            	
              Upon
      termination of this Agreement in accordance with Clause 10.3 (i), the
      Licensee shall offer to each sublicensee and/or sub-sublicensee a direct
      license agreement on substantially the same the terms and conditions as
      this TTL Agreement, provided,
      however, that the Licensor is not required to grant such direct
      licence if the sublicensee is in breach of its sublicense agreement at the
      time such direct licence is to be
granted.

            


    

     

    
      	
            	
              10.5

            	
              In
      the event of expiry or termination of this TTL Agreement for any reason,
      and subject to any express provisions set out elsewhere in this TTL
      Agreement:

            


    

     

    
      
        	
              	
                10.5.1

              	
                all
      rights and licences shall
cease;

              


      

    

     

    
      	
               
      

            	
              10.5.2

            	
              the
      Licensee shall cease all exploitation of the Licensed Know-How and/or
      Licensed Patents and any other know-how provided by the Licensor to the
      Licensee, except insofar as the Licensed Know-How, or such other know-how,
      ceases or has ceased to be confidential, unless this is or was as a
      consequence of the default of the
Licensee;

            


    

     

    
      
        	
              	
                10.5.3

              	
                the
      Licensee shall return promptly to the Licensor all technical material in
      its possession relating to the Information, the Licensed Know-How and/or
      the Licensed Patents and all copies of such material to the extent that
      such material remains
confidential;

              


      

    

     

    
      
        	
              	
                10.5.4

              	
                the
      Licensee shall have the right to dispose of all stocks of the Product in
      its possession and all Product in the course of manufacture at the date of
      termination; and

              


      

    

     

    
      
        	
              	
                10.5.5

              	
                irretrievably
      delete any Licensed Know-How, stored on any magnetic or optical disk or
      memory and all matter derived from such sources which is in its possession
      or under its control.

              


      

    

     

    
      
        	
              	
                10.6

              	
                The
      expiry or termination of this Agreement for any reason shall be without
      prejudice to the provisions of this Clause 10 and to any rights of either
      Party which may have accrued by, at or up to the date of such
      termination.

              


      

    

     

    
      	
              11

            	
              ASSIGNMENT

            


    

     

    Neither
Party shall assign, transfer, charge nor deal in any other manner with this TTL
Agreement or its rights under it or part of it, or purport to do any of the same
under this TTL Agreement without the prior written consent of the other Party
(which consent not to be unreasonably withheld or delayed) save that the Parties
may at any time and at its absolute discretion assign or transfer its rights
under the TTL Agreement (i) to an Affiliate; or (ii) to a Third Party which
acquires all or substantially all of the such Party's assets which are covered
under and necessary for this TTL Agreement.

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


     

    
      	
              12

            	
              SEVERANCE

            


    

     

    In the
event that any clause or any part of any clause in this TTL Agreement is
declared invalid or unenforceable by the judgment, decree by consent or
otherwise of a court of competent jurisdiction from whose decision no appeal is
or can be taken, all other clauses or parts of clauses contained in this TTL
Agreement shall remain in full force and effect and shall not be affected by
such finding for the term of this TTL Agreement.  The invalid or
unenforceable clause shall be replaced by a valid and enforceable clause which
best meets the commercial intent of the invalid or unenforceable
clause.

     

    
      	
              13

            	
              NO
      WAIVER

            


    

     

    No
relaxation, forbearance, delay or indulgence by either Party in enforcing any of
the terms and conditions of this TTL Agreement or the granting of time by either
Party to the other shall prejudice, affect or restrict the rights and powers of
that Party, nor shall any waiver by either Party of any breach of this TTL
Agreement operate as a waiver of or in relation to any subsequent or any
continuing breach of it.

     

    
      	
              14

            	
              VARIATION

            


    

     

    This TTL
Agreement may only be amended by a document in writing signed by a duly
authorised officer of each Party.

     

    
      	
              15

            	
              FURTHER
      ASSURANCE

            


    

     

    The
Parties shall execute all further documents as may be necessary or desirable to
give full effect to the terms of this TTL Agreement and to protect the rights of
the Parties under it.

     

    
      	
              16

            	
              ENTIRE
      AGREEMENT; SURVIVAL

            


    

     

    
      	
            	
              16.1

            	
              This
      TTL Agreement and the documents referred to in it, constitute the entire
      agreement and understanding of the Parties and upon the Effective Date of
      this TTL Agreement supersede any previous agreement between the Parties
      relating to the subject matter of this TTL Agreement.  For the
      avoidance of doubt, the [***] dated [***] shall not apply to the
      manufacture of the Product.

            


    

     

    
      	
            	
              16.2

            	
              Each
      of the Parties acknowledges and agrees that, in entering into this TTL
      Agreement and the documents referred to in it, it does not rely on, and
      shall have no remedy in respect of, any statement, representation,
      warranty or understanding (whether negligently or innocently made) of any
      person (whether party to this TTL Agreement or not) other than as
      expressly set out in this TTL Agreement as a warranty or
      representation.  The only remedy available to it for breach of
      such warranties or representations shall be for breach of contract under
      the terms of this TTL Agreement.  Nothing in this clause shall
      operate to limit or exclude any liability for
  fraud.

            


    

     

    
      	
            	
              16.3

            	
              The
      obligations of the Parties under Clauses 4 (The Licensee's Obligations), 5
      (Improvements), 6 (Confidentiality), 9 (Warranties and Indemnities) and
      10.4 (consequences of termination) shall survive the termination of this
      Agreement for any reason.

            


    

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2


     

    
      	
              17

            	
              NOTICE

            


    

     

    
      	
            	
              17.1

            	
              Any
      notice or other communication to be given under this TTL Agreement shall
      be delivered personally or sent by facsimile transmission, or if facsimile
      transmission is not available, by first class pre-paid post addressed as
      follows:

            


    

     

    
      
        	
                 
      

              	
                (a)

              	
                If
      to Lonza to:

              	
                Lonza
      Sales AG

                Muenchensteinerstrasse
      38

                CH-4402
      Basel

                Switzerland

                Facsimile:
      +41 61 316 8329

                Attention:  The
      Head of Legal Services

              
	 	 	 	 
	 	 	with
      a copy to:	
                Lonza
      Biologics plc

                228
      Bath Road

                Slough

                Berkshire
      SL1 4DX

                England

              
	 	 	Facsimile: 	+44
      1753 777001
	 	 	For
      the attention of: 	The
      Head of Legal Services
	 	 	 	 
	 	(b)	If
      to Micromet to:	
                Micromet
      AG

                Staffelseestrasse
      2

                D-81477
      Munich

                Germany

              
	 	 	Facsimile:	+49-89-895
      277 205
	 	 	For
      the attention of:	Head
      of Business Development
	 	 	 	 
	 	 	with
      a copy to:	
                Micromet,
      Inc.

                6707
      Democracy Boulevard

                Suite
      505

                Bethesda,
      MD 20817

                United
      States of America

              
	 	 	Attention:	General
      Counsel
	 	 	Facsimile:	+1
      240 752-1425

  

    

    
      	
               
      

            	
              or
      to such other destination as either Party hereto may hereafter notify to
      the other in accordance with the provisions of this Clause
    17.

            


    

     

    
      	 	
              17.2

            	
              All
      such notices or other communications shall be deemed to have been served
      as follows:

            


    

     

    
      	 	
              (a) 

            	
              if
      delivered personally, at the time of such
  delivery;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      sent by facsimile, upon receipt of the transmission confirmation slip
      showing completion of the
transmission;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      sent by first class pre-paid post, ten (10) business days (Saturdays,
      Sundays and Bank or other public holidays excluded) after being placed in
      the post.

            


    

     

    
      	
              18

            	
              
                GOVERNING
      LAW, DISPUTE RESOLUTION

              

            


    

     

    
      	
               
      

            	
              18.1

            	
              The
      construction, validity and performance of the TTL Agreement shall be
      governed by the laws of
Switzerland.

            


    

     

    
      	
               
      

            	
              18.2

            	
              No
      failure or delay on the part of either Licensor or Licensee to exercise or
      enforce any rights conferred on it by this TTL Agreement shall be
      construed or operate as a waiver thereof nor shall any single or partial
      exercise of any right, power or privilege or further exercise thereof
      operate so as to bar the exercise or enforcement thereof at any time or
      times thereafter.

            


    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      	
               
      

            	
              18.3

            	
              Any
      disputes relating to issues arising from this TTL Agreement shall, in the
      absence of resolution within [***] of the dispute arising, be referred to
      the CEOs of Licensee and COO of Licensor, who shall discuss the matter and
      attempt to resolve it by mutual consent.  The CEOs of Licensee
      and COO of Licensor shall meet once face-to-face within [***] to discuss
      and resolve the dispute.  If the dispute cannot be resolved
      within [***], either Party may, by written notice to the other Party,
      invoke the mediation procedure set out in Clause 18.4
    below.

            


    

    


    
      	
               
      

            	
              18.4

            	
              If
      a dispute arises between the Parties that the Parties cannot resolve
      pursuant to Clause 18.3 above, the Parties agree to try to solve such
      dispute amicably by mediation.  The Parties shall conduct a
      mediation procedure according to the ICC ADR Rules of the International
      Chamber of Commerce (ICC) in effect on the date of the commencement of the
      mediation proceedings.  The location of the mediation
      proceedings will be Basel.  The number of mediators will be one
      (1).  The language of the mediation proceeding will be
      English.  If the dispute has not been settled pursuant to the
      said rules within [***] following the filing of a request for mediation or
      within such other period as the Parties may agree in writing, either Party
      may submit the dispute to final and binding arbitration.

               

            


    

    
      	
               
      

            	
              18.5

            	
              Any
      dispute relating to the validity, performance, construction or
      interpretation of this TTL Agreement, which cannot be resolved amicably
      between the Parties, shall be submitted to arbitration in accordance with
      the ICC Arbitration Rules of the International Chamber of
      Commerce.  Save in the face of manifest error, the decision of
      the arbitrators shall be final and binding upon the Parties and
      enforceable in any court of competent jurisdiction.  The
      location of arbitration will be Basel.  The arbitration will be
      heard and determined by one (1) arbitrator, who will be jointly selected
      by Licensor and Licensee.  If, within [***] following the date
      upon which a claim is received by the respondent, the Parties cannot agree
      on a single arbitrator, the arbitration will be heard and determined by
      three (3) arbitrators, with one arbitrator being appointed by each Party
      and the third arbitrator being selected by the two Party-appointed
      arbitrators.  If either Party fails to select an arbitrator, or
      if the Party-appointed arbitrators cannot agree on a third arbitrator
      within [***] of the respondent receiving the claim, such arbitrator will
      be appointed by the International Court of Arbitration according to the
      ICC Rules.  The arbitration award that is consistent with the
      provisions of this TTL Agreement that is so given will be binding upon the
      Parties, accompanied by a reasoned opinion in writing (in English), and
      the judgment on the award may be entered in any court having competent
      jurisdiction thereof.

               

            


    

    
      	
               
      

            	
              18.6

            	
              Each
      Party will bear its own costs and expenses (including its attorney’s fees)
      associated with any arbitration initiated under this Clause, and each
      Party will bear an equal share of the arbitrators’ and administrative fees
      associated with any arbitration initiated under this
      Clause.  The language of the arbitration proceeding will be
      English.  Notwithstanding the foregoing, Parties agree that the
      non-prevailing Party shall reimburse the costs of the prevailing
      Party.

               

            


    

    
      	
               
      

            	
              18.7

            	
              Notwithstanding
      the provisions of Clause 18.5, each Party shall have the right to seek,
      without proof of special damage, a preliminary, permanent injunctive or
      other equitable relief in any court of competent jurisdiction as such
      Party deems necessary to preserve its rights and to protect its
      interests.

            


    

     

    
      
        
          	
                  19

                	
                  RIGHTS
      OF THIRD PARTIES

                
	 	 
	 	Parties
      intend that no term of this TTL Agreement shall be enforceable by any
      Third Party, but this does not affect any right or remedy of a Third Party
      which exists or is available under the laws of
  Switzerland.


        

      

    

     

    This TTL
Agreement has been entered into on the date stated at the beginning of
it.

    


    
      
        
          
            
              	
                      Signed
      by

                    	 
      
	
                      for
      and on behalf of LONZA
      SALES AG

                    	 
      
	 
      	 
      
	
                      Signed
      by

                    	 
      
	
                      for
      and on behalf of LONZA
      SALES AG

                    	 
      


            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      
        
          
            	
                    Signed
      by

                  	 
      
	
                    for
      and on behalf of MICROMET
      AG

                  	 
      
	 
      	 
      
	
                    Signed
      by

                  	 
      
	
                    for
      and on behalf of MICROMET
      AG

                  	 
      


          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
A – LICENSED KNOW-HOW

    


    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE B- LICENSED
PATENTS

    


    [***]

     

    [***]

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    
      SCHEDULE C – THE
[***]

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Execution
Copy

      ***Text
Omitted and Filed Separately

      Confidential
Treatment Requested

      Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    

    
       

      [***]SCHEDULE
D

    

    Territories

    
      
        	
                 
      

              	
                ·

              	
                [***]

              
	 	
                ·

              	USA 
	 	
                ·

              	EU,
      EFTA and Switzerland
	 	
                ·

              	Japan    
	 	
                ·

              	Australia
	 	
                ·

              	New
      Zealand
	 	
                ·

              	Canada


      

    

    


    Approved Contract
Manufacturing Organizations*

    


    
      
        
          
            
              	
                      Contract
      Manufacturing Organization

                      (and
      their Affiliates in the permitted territories

                      listed
      above)

                    	 
      	
                      Company
      Details

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    
	
                      [***]

                    	 
      	
                      [***]

                    


            

          

        

      

    

    


    *
Approved CMOs shall include Affiliates of the above listed CMOs which are
registered and operate in the territories set forth above.

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
15

    


    Lonza Press
Release

    


    News
Release

    


    Lonza
and Micromet Enter into Agreement for the Manufacture of
Blinatumomab

    


    Basel,
Switzerland, 23 November 2009 – Lonza Group Ltd, a market leading custom
manufacturer of Biopharmaceuticals, announces that it has entered into an
agreement with Micromet, Inc. for the process development and manufacture of
Micromet’s blinatumomab (MT103). Micromet is a biopharmaceutical company
developing novel, proprietary antibodies for the treatment of cancer,
inflammation and autoimmune diseases.

    


    Under the
terms of the agreement, Lonza will manufacture blinatumomab for clinical trials.
In addition, Lonza will develop the commercial scale process and will supply
blinatumomab for the market if so requested by Micromet.

    


    Blinatumomab
(MT103) is a BiTE antibody for the treatment of various hematologic cancers.
Blinatomumab has achieved the primary endpoint in a phase 2 clinical trial for
the treatment of patients with acute lymphoblastic leukemia (ALL), and has shown
significant clinical activity in an ongoing phase 1 clinical trial for the
treatment of patients with non-Hodgkin's lymphoma (NHL).

    


    About
Lonza

    Lonza is
one of the world's leading suppliers to the pharmaceutical, healthcare and life
science industries. Its products and services span its customers’ needs from
research to final product manufacture. Lonza is the global leader in the
production and support of active pharmaceutical ingredients both chemically as
well as biotechnologically. Biopharmaceuticals are one of the key growth drivers
of the pharmaceutical and biotechnology industries. Lonza has strong
capabilities in large and small molecules, peptides, amino acids and niche
bioproducts which play an important role in the development of novel medicines
and healthcare products. Lonza is a leader in cell-based research, endotoxin
detection and cell therapy manufacturing. Lonza is also a leading provider of
value chemical and biotech ingredients to the nutrition, hygiene, preservation,
agro and personal care markets.

    


    Lonza is
headquartered in Basel, Switzerland and is listed on the SIX Swiss Exchange. In
2008, Lonza had sales of CHF 2.937 billion. Further information can be found at
www.lonza.com.

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    For
further Information

    


    
      
        	
                Lonza
      Group Ltd

              	
                Lonza
      Group Ltd

              	
                Lonza
      Group Ltd

              
	
                Head
      Corporate Communications

              	
                Media
      Relations

              	
                Investor
      Relations

              
	
                Michael
      Frizberg

              	
                Dominik
      Werner

              	
                Dirk
      Oehlers

              
	
                Tel
      +41 61 316 8624

              	
                Tel
      +41 61 316 8798

              	
                Tel
      +41 61 316 8540

              
	
                Fax
      +41 61 316 9624

              	
                Fax
      +41 61 316 9798

              	
                Fax
      +41 61 316 9540

              
	
                michael.frizberg@lonza.com

              	
                dominik.werner@lonza.com

              	
                dirk.oehlers@lonza.com

              


      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    SCHEDULE
15

    


    Micromet Press
Release

    


    PRESS
RELEASE

    


    Micromet
Enters into Agreement with Lonza for the Manufacture of
Blinatumomab

     

    BETHESDA, MD— November 23, 2009 —
Micromet, Inc. (NASDAQ: MITI), a biopharmaceutical company developing
novel, proprietary antibodies for the treatment of cancer, inflammation and
autoimmune diseases today announced that it has entered into an agreement for
the process development and manufacture of blinatumomab (MT103) with Lonza AG, a
market leading custom manufacturer of antibodies and other
biologics.

     

    Under the
terms of the agreement, Lonza will manufacture blinatumomab for clinical trials.
In addition, Lonza will develop the commercial scale process and will supply
blinatumomab for the market if so requested by Micromet.

     

    Blinatumomab
(MT103) is a BiTE antibody for the treatment of various hematologic cancers.
Blinatomumab has achieved the primary endpoint in a phase 2 clinical trial for
the treatment of patients with acute lymphoblastic leukemia (ALL), and has shown
significant clinical activity in an ongoing phase 1 clinical trial for the
treatment of patients with non-Hodgkin's lymphoma (NHL). Micromet controls the
worldwide rights to develop and commercialize blinatumomab after it reacquired
MedImmune’s remaining rights to this product candidate on November 4,
2009.

     

    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    About
BiTE Antibodies

    


    BiTE®
antibodies are designed to direct the body's cytotoxic, or cell-destroying, T
cells against tumor cells, and represent a new therapeutic approach to cancer
therapy. Typically, antibodies cannot engage T cells because T cells lack the
appropriate receptors for binding antibodies. BiTE antibodies have been shown to
bind T cells to tumor cells, ultimately inducing a self-destruction process in
the tumor cells referred to as apoptosis, or programmed cell death. In the
presence of BiTE antibodies, T cells have been demonstrated to serially
eliminate tumor cells, which explains the activity of BiTE antibodies at very
low concentrations. Through the killing process, T cells start to proliferate,
which leads to an increased number of T cells at the site of
attack.

    


    About
Micromet, Inc.

    


    Micromet,
Inc. is a biopharmaceutical company developing novel, proprietary antibodies for
the treatment of cancer, inflammation and autoimmune diseases. Its product
development pipeline includes novel antibodies generated with its proprietary
BiTE® antibody platform, as well as conventional monoclonal antibodies. Two of
Micromet’s BiTE antibodies and three of its conventional antibodies are
currently in clinical trials.  Micromet's preclinical product pipeline
includes several novel BiTE antibodies generated with its proprietary BiTE
antibody platform technology.  Micromet’s collaboration partners
include sanofi-aventis, Bayer Schering Pharma, Nycomed, Merck Serono, and
MedImmune.

    


    Forward-Looking
Statements

    


    This
release contains certain forward-looking statements that involve risks and
uncertainties that could cause actual results to be materially different from
historical results or from any future results expressed or implied by such
forward-looking statements. These forward-looking statements include statements
regarding the manufacture of blinatumomab for clinical trials and the
development of a commercial manufacturing process for this product candidate.
You are urged to consider statements that include the words "ongoing," "may,"
"will," "believes," "potential," "expects," "plans," "anticipates," "intends,"
or the negative of those words or other similar words to be uncertain and
forward-looking. Factors that may cause actual results to differ materially from
any future results expressed or implied by any forward-looking statements
include the risk that the manufacturing process for blinatumomab cannot be
successfully established at Lonza AG, that blinatumomab does not demonstrate
safety and/or efficacy in future clinical trials, or that we will not obtain
approval to market blinatumomab, and the risks associated with reliance on
outside financing to meet capital requirements. These factors and others are
more fully discussed in Micromet's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2009, filed with the SEC on November 6, 2009, as
well as other filings by the company with the SEC.

    


    # #
#

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Execution
Copy

    ***Text
Omitted and Filed Separately

    Confidential
Treatment Requested

    Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2

    


    Contact
Information

    


    
      
        
          
            
              	
                      US
      Media:

                    	
                      European
      Media:

                    
	
                      Andrea
      tenBroek/Chris Stamm

                    	
                      Ludger
      Wess

                    
	
                      (781)-684-0770

                    	
                      +49
      (40) 8816 5964

                    
	
                      micromet@schwartz-pr.com

                    	
                      ludger@akampion.com

                    
	 
      	 
      
	
                      US
      Investors:

                    	
                      European
      Investors:

                    
	
                      Susan
      Noonan

                    	
                      Ines-Regina
      Buth

                    
	
                      (212)
      966-3650

                    	
                      +49
      (30) 2363 2768

                    
	
                      susan@sanoonan.com

                    	
                      ines@akampion.com

                    


            

          

        

      

    

    


    ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.