Unassociated Document


    Execution
      Copy

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of December 1, 2008, is by and between MICROMET, INC. (the “Company”)
      and
      KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws
      of
      the British Virgin Islands, whose business address is P.O. Box 1075, Elizabeth
      House, 9 Castle Street, St. Helier, Jersey, Channel Islands (the “Investor”).

     

    WHEREAS,
      the Company and the Investor have entered into that certain Common Stock
      Purchase Agreement, dated as of the date hereof (the “Purchase
      Agreement”),
      pursuant to which the Company may issue, from time to time, to the Investor
      up
      to $75 million worth of shares of Common Stock as provided for
      therein;

     

    WHEREAS,
      pursuant to the terms of, and in partial consideration for the Investor entering
      into, the Purchase Agreement, the Company has issued to the Investor a warrant,
      exercisable from time to time, in accordance with its terms, within five (5)
      years following the six-month anniversary of the date of issuance (the
“Warrant”)
      for
      the purchase of an aggregate of up to 135,000 shares of Common Stock at a price
      specified in such Warrant;

     

    WHEREAS,
      the parties previously entered into a Common Stock Purchase Agreement dated
      as
      of August 30, 2006 (the "Prior
      Purchase Agreement"),
      pursuant to which the Investor agreed to purchase up to $25 million worth of
      shares of Common Stock from the Company on the terms and conditions set forth
      in
      the Prior Purchase Agreement; and

     

    WHEREAS,
      in connection with the Prior Purchase Agreement, the parties previously entered
      into a Registration Rights Agreement dated as of August 30, 2006 (the
      "Prior
      Registration Rights Agreement"),
      pursuant to which the Company agreed to register the shares of Common Stock
      issuable pursuant to the Prior Purchase Agreement (the "Prior
      Shares")
      and
      the shares of Common Stock (the "Prior
      Warrant Shares")
      issuable to the Investor upon exercise of a warrant issued to the Investor
      pursuant to the Prior Purchase Agreement (the "Prior
      Warrant");
      and

     

    WHEREAS,
      on September 28, 2006, the Commission declared effective the registration
      statement registering the Prior Shares and the Prior Warrant Shares (the
      "Prior
      Registration Statement");
      and


     

    WHEREAS,
      in connection with the execution of the Purchase Agreement and this Agreement,
      the parties desire to terminate the Prior Registration Rights Agreement and
      deregister the Prior Warrant Shares and the Prior Shares that have not been
      sold
      under the Prior Purchase Agreement upon the effectiveness of the Registration
      Statement described herein; and

     

    WHEREAS,
      pursuant to the terms of, and in partial consideration for, the Investor’s
      agreement to enter into the Purchase Agreement, the Company has agreed to
      provide the Investor with certain registration rights with respect to the
      Registrable Securities (as defined in the Purchase Agreement) and the Prior
      Warrant Shares as set forth herein;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE, in consideration of the premises, the representations, warranties,
      covenants and agreements contained herein, in the Warrant, and in the Purchase
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, intending to be legally bound
      hereby, the parties hereto agree as follows (capitalized terms used herein
      and
      not defined herein shall have the respective meanings ascribed to them in the
      Purchase Agreement):

     

    ARTICLE
      I

    REGISTRATION
      RIGHTS

     

    Section
      1.1 Registration
      Statement.

     

    (a) Filing
      of the Registration Statement.
      Upon
      the terms and subject to the conditions set forth in this Agreement, the Company
      shall file with the Commission within sixty (60) calendar days after the Closing
      Date a registration statement on Form S-3 under the Securities Act or such
      other
      form as deemed appropriate by counsel to the Company for the registration for
      the resale by the Investor of the Registrable Securities and the Prior Warrant
      Shares (the “Registration
      Statement”).

     

    (b) Effectiveness
      of the Registration Statement.
      The
      Company shall use commercially reasonable efforts (i) to have the Registration
      Statement declared effective by the Commission as soon as reasonably
      practicable, but in any event no later than one hundred eighty (180) calendar
      days after the Closing Date and (ii) to ensure that the Registration Statement
      remains in effect throughout the term of this Agreement as set forth in Section
      4.2, subject to the terms and conditions of this Agreement.

     

    (c) Regulatory
      Disapproval.
      The
      contemplated effective date for the Registration Statement as described in
      Section 1.1(b) shall be extended without default or liquidated damages hereunder
      or under the Purchase Agreement in the event that the Company’s failure to
      obtain the effectiveness of the Registration Statement on a timely basis results
      from (i) the failure of the Investor to timely provide the Company with
      information requested by the Company and necessary to complete the Registration
      Statement in accordance with the requirements of the Securities Act, or (ii)
      the
      Commission’s disapproval of the structure of the transactions contemplated by
      the Purchase Agreement, or (iii) events or circumstances that are not in any
      way
      attributable to the Company. In the event of clause (ii) above, the parties
      agree to cooperate with one another in good faith to arrive at a resolution
      acceptable to the Commission.


    
      
        
        

      

      
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    (d) Failure
      to Maintain Effectiveness of Registration Statement.
      In the
      event the Company fails to maintain the effectiveness of the Registration
      Statement (or the Prospectus) throughout the period set forth in
      Section 4.2, other than temporary suspensions as set forth in
      Section 1.1(e) and the Investor holds any Registrable Securities at any
      time during the period of such ineffectiveness (an “Ineffective
      Period”),
      the
      Company shall pay to the Investor in immediately available funds into an account
      designated by the Investor an amount equal to the product of (x) the total
      number of Registrable Securities issued to the Investor under the Purchase
      Agreement (which, for the avoidance of doubt, shall not include any Warrant
      Shares) and owned by the Investor at any time during such Ineffective Period
      and
      (y) the result, if greater than zero, obtained by subtracting the VWAP on
      the Trading Day immediately following the last day of such Ineffective Period
      from the VWAP on the Trading Day immediately preceding the day on which any
      such
      Ineffective Period began; provided,
      however,
      (i)
      that the foregoing payments shall not apply in respect of Registrable Securities
      that are otherwise freely tradable by the Investor or if the Company offers
      to
      repurchase from the Investor such Registrable Securities for a per share
      purchase price equal to the VWAP on the Trading Day immediately preceding the
      day on which any such Ineffective Period began and (ii) that the Company shall
      be under no obligation to supplement the Prospectus to reflect the issuance
      of
      any Shares pursuant to a Draw Down at any time prior to the day following the
      Settlement Date with respect to such Shares and that the failure to supplement
      the Prospectus prior to such time period shall not be deemed a failure to
      maintain the effectiveness of the Registration Statement (or Prospectus) for
      purposes of this Agreement (including this Section 1.1(d)).

     

    (e) Deferral
      or Suspension During a Blackout Period.
      Notwithstanding the provisions of Section 1.1(d), if in the good faith
      judgment of the Company, following consultation with legal counsel, it would
      be
      detrimental to the Company or its stockholders for the Registration Statement
      to
      be filed or for resales of Registrable Securities to be made pursuant to the
      Registration Statement due to (i) the existence of a material development
      or potential material development involving the Company that the Company would
      be obligated to disclose in the Registration Statement, which disclosure would
      be premature or otherwise inadvisable at such time or would have a Material
      Adverse Effect on the Company or its stockholders, or (ii) a filing of a
      Company-initiated registration of any class of its equity securities, which,
      in
      the good faith judgment of the Company, because such filing of the Registration
      Statement or continued resale would adversely affect or require premature
      disclosure of the filing of such Company-initiated registration (notice thereof,
      a “Blackout
      Notice”),
      the
      Company shall have the right to (A) immediately defer such filing for a
      period of not more than sixty (60) days beyond the date by which such
      Registration Statement was otherwise required hereunder to be filed or
      (B) suspend use of such Registration Statement for a period of not more
      than thirty (30) days (any such deferral or suspension period, a “Blackout
      Period”).
      The
      Investor acknowledges that it would be seriously detrimental to the Company
      and
      its stockholders for such Registration Statement to be filed (or remain in
      effect) during a Blackout Period and therefore essential to defer such filing
      (or suspend the use thereof) during such Blackout Period and agrees to cease
      any
      disposition of the Registrable Securities during such Blackout Period. The
      Company may not utilize any of its rights under this Section 1.1(e) to
      defer the filing of a Registration Statement (or suspend its effectiveness)
      more
      than six (6) times in any twelve (12) month period. In the event that, within
      fifteen (15) Trading Days following any Settlement Date, the Company gives
      a
      Blackout Notice to the Investor and the VWAP on the Trading Day immediately
      preceding such Blackout Period (“Old
      VWAP”)
      is
      greater than the VWAP on the first Trading Day following such Blackout Period
      that the Investor may sell its Registrable Securities pursuant to an effective
      Registration Statement (“New
      VWAP”),
      then
      the Company shall pay to the Investor, by wire transfer of immediately available
      funds to an account designated by the Investor, the “Blackout
      Amount.”
For
      the purposes of this Agreement, Blackout Amount means a percentage equal to:
      (1) one hundred percent (100%) if such Blackout Notice is delivered
      prior to the fifth (5th) Trading Day following such Settlement Date;
      (2) fifty percent (50%) if such Blackout Notice is delivered on or after
      the fifth (5th) Trading Day following such Settlement Date, but prior to the
      tenth (10th) Trading Day following such Settlement Date; (3) twenty-five
      percent (25%) if such Blackout Notice is delivered on or after the tenth (10th)
      Trading Day following such Settlement Date, but prior to the fifteenth (15th)
      Trading Day following such Settlement Date; and (4) zero percent (0%)
      thereafter of: the product of (i) the number of Registrable Securities
      purchased by the Investor pursuant to the most recent Draw Down and actually
      held by the Investor immediately prior to the Blackout Period and (ii) the
      result, if greater than zero, obtained by subtracting the New VWAP from the
      Old
      VWAP; provided, however, that no Blackout Amount shall be payable in respect
      of
      Registrable Securities (A) that are otherwise freely tradable by the Investor,
      including under Rule 144, during the Blackout Period, or (B) if the Company
      offers to repurchase from the Investor such Registrable Securities for a per
      share purchase price equal to the VWAP on the Trading Day immediately preceding
      the day on which any such Ineffective Period began. For any Blackout Period
      in
      respect of which a Blackout Amount becomes due and payable, rather than paying
      the Blackout Amount, the Company may at is sole discretion, issue to the
      Investor shares of Common Stock with an aggregate market value determined as
      of
      the first Trading Day following such Blackout Period equal to the Blackout
      Amount (“Blackout
      Shares”).


    
      
        
        

      

      
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    (f) Liquidated
      Damages.
      The
      Company and the Investor hereto acknowledge and agree that the amounts payable
      under Sections 1.1(d) and 1.1(e) and the Blackout Shares deliverable under
      Section 1.1(e) above (i) shall constitute the Investor’s sole remedy with
      respect to the Company’s failure to maintain the effectiveness, or for any
      deferral or suspension, of the Registration Statement, and (ii) shall
      constitute liquidated damages and not penalties. The parties further acknowledge
      that (i) the amount of loss or damages likely to be incurred by the
      Investor is incapable or is difficult to precisely estimate, (ii) the
      amounts specified in such subsections bear a reasonable proportion and are
      not
      plainly or grossly disproportionate to the probable loss likely to be incurred
      in connection with any failure by the Company to obtain or maintain the
      effectiveness of the Registration Statement, (iii) one of the reasons for
      the Company and the Investor reaching an agreement as to such amounts was the
      uncertainty and cost of litigation regarding the question of actual damages,
      and
      (iv) the Company and the Investor are sophisticated business parties and
      have been represented by sophisticated and able legal and financial counsel
      and
      negotiated this Agreement at arm’s length. The Investor further agrees that, if
      the Company makes the payments provided for in Section 1.1(e), the Company’s
      deferral or suspension of the Registration Statement pursuant to Section 1.1(e)
      shall not constitute a material breach or default of any obligation of the
      Company to the Investor.

     

    (g) Additional
      Registration Statements.
      In the
      event and to the extent that the Registration Statement fails to register a
      sufficient amount of Common Stock necessary for the Company to issue and sell
      to
      the Investor and the Investor to purchase from the Company all of the
      Registrable Securities to be issued, sold and purchased under the Purchase
      Agreement, the Prior Warrant, and the Warrant, the Company shall, upon a
      timetable mutually agreeable to both the Company and the Investor, prepare
      and
      file with the Commission an additional registration statement or statements
      in
      order to effectuate the purpose of this Agreement, the Purchase Agreement,
      the
      Prior Warrant and the Warrant.

     

    ARTICLE
      II

    REGISTRATION
      PROCEDURES

     

    Section
      2.1 Filings;
      Information.
      The
      Company shall effect the registration with respect to the sale of the
      Registrable Securities and the Prior Warrant Shares by the Investor in
      accordance with the intended methods of disposition thereof. Without limiting
      the foregoing, the Company in each such case will do the following as
      expeditiously as possible, but in no event later than the deadline, if any,
      prescribed therefor in this Agreement:


    
      
        
        

      

      
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    (a) Subject
      to Section 1.1(e), the Company shall (i) prepare and file with the
      Commission the Registration Statement; (ii) use commercially reasonable
      efforts to cause such filed Registration Statement to become and to remain
      effective (pursuant to Rule 415 under the Securities Act or otherwise);
      (iii) prepare and file with the Commission such amendments and supplements
      to the Registration Statement and the Prospectus used in connection therewith
      as
      may be necessary to keep such Registration Statement effective for the time
      period prescribed by Section 4.2 and in order to effectuate the purpose of
      this Agreement, the Purchase Agreement, the Prior Warrant and the Warrant and
      (iv) comply with the provisions of the Securities Act with respect to the
      disposition of all securities covered by such Registration Statement during
      such
      period in accordance with the intended methods of disposition by the Investor
      set forth in such Registration Statement; provided,
      however,
      that
      the Company shall be under no obligation to supplement the Prospectus to reflect
      the issuance of any Shares pursuant to a Draw Down at any time prior to the
      Trading Day following the Settlement Date with respect to such Shares and,
      provided further,
      that
      the Investor shall be responsible for the delivery of the Prospectus to the
      Persons to whom the Investor sells the Shares, the Prior Warrant Shares and
      the
      Warrant Shares, and the Investor agrees to dispose of Registrable Securities
      in
      compliance with the plan of distribution described in the Registration Statement
      and otherwise in compliance with applicable federal and state securities
      laws.

     

    (b) Three
      (3)
      Trading Days prior to filing the Registration Statement or Prospectus, or any
      amendment or supplement thereto (excluding amendments deemed to result from
      the
      filing of documents incorporated by reference therein, supplements to the
      Prospectus required in respect of any particular Settlement Date, and
      supplements to the Registration Statement for which consent of or notice to
      the
      Investor is not required pursuant to Section 6.12 of the Purchase Agreement),
      the Company shall deliver to the Investor and to counsel representing the
      Investor, in accordance with the notice provisions of Section 4.8, copies
      of the Registration Statement, Prospectus and/or any amendments or supplements
      thereto as proposed to be filed, together with exhibits thereto, which documents
      will be subject to review by the Investor and such counsel, and thereafter
      deliver to the Investor and such counsel, in accordance with the notice
      provisions of Section 4.8, such number of copies of the Registration
      Statement, each amendment and supplement thereto (in each case including all
      exhibits thereto), the Prospectus (including each preliminary prospectus) and
      such other documents or information as the Investor or counsel may reasonably
      request in order to facilitate the disposition of the Registrable Securities,
      provided, however, that to the extent reasonably practicable, such delivery
      may
      be accomplished via electronic means.

     

    (c) After
      the
      filing of the Registration Statement, the Company shall promptly notify the
      Investor of any stop order issued or threatened by the Commission in connection
      therewith and take all commercially reasonable actions required to prevent
      the
      entry of such stop order or to remove it if entered.


    
      
        
        

      

      
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    (d) The
      Company shall use commercially reasonable efforts to (i) register or qualify
      the
      Registrable Securities under such other securities or blue sky laws of each
      jurisdiction in the United States as the Investor may reasonably (in light
      of
      its intended plan of distribution) request, and (ii) cause the Registrable
      Securities to be registered with or approved by such other governmental agencies
      or authorities in the United States as may be necessary by virtue of the
      business and operations of the Company and do any and all other customary acts
      and things that may be reasonably necessary or advisable to enable the Investor
      to consummate the disposition of the Registrable Securities; provided,
      however,
      that
      the Company will not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 2.1(d), subject itself to taxation in any such jurisdiction, consent
      or
      subject itself to general service of process in any such jurisdiction, change
      any existing business practices, benefit plans or outstanding securities or
      amend or otherwise modify the Charter or Bylaws.

     

    (e) The
      Company shall make available to the Investor (and will deliver to Investor’s
      counsel), (A) subject to restrictions imposed by the United States federal
      government or any agency or instrumentality thereof, copies of all public
      correspondence between the Commission and the Company concerning the
      Registration Statement and will also make available for inspection by the
      Investor and any attorney, accountant or other professional retained by the
      Investor (collectively, the “Inspectors”),
      (B)
      upon reasonable advance notice during normal business hours all financial and
      other records, pertinent corporate documents and properties of the Company
      (collectively, the “Records”)
      as
      shall be reasonably necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers and employees to supply all
      information reasonably requested by any Inspectors in connection with the
      Registration Statement; provided,
      however,
      that
      any such Inspectors must agree in writing for the benefit of the Company not
      to
      use or disclose any such Records except as provided in this Section 2.1(e).
      Records that the Company determines, in good faith, to be confidential and
      that
      it notifies the Inspectors are confidential shall not be disclosed by the
      Inspectors unless the disclosure or release of such Records is requested or
      required pursuant to oral questions, interrogatories, requests for information
      or documents or a subpoena or other order from a court of competent jurisdiction
      or other judicial or governmental process; provided,
      however,
      that
      prior to any disclosure or release pursuant to the immediately preceding clause,
      the Inspectors shall provide the Company with prompt notice of any such request
      or requirement so that the Company may seek an appropriate protective order
      or
      waive such Inspectors’ obligation not to disclose such Records; and,
provided,
      further,
      that if
      failing the entry of a protective order or the waiver by the Company permitting
      the disclosure or release of such Records, the Inspectors, upon advice of
      counsel, are compelled to disclose such Records, the Inspectors may disclose
      that portion of the Records that counsel has advised the Inspectors that the
      Inspectors are compelled to disclose; provided,
      however,
      that
      upon any such required disclosure, such Inspector shall use his or her best
      efforts to obtain reasonable assurances that confidential treatment will be
      afforded such information. The Investor agrees that information obtained by
      it
      solely as a result of such inspections (not including any information obtained
      from a third party who, insofar as is known to the Investor after reasonable
      inquiry, is not prohibited from providing such information by a contractual,
      legal or fiduciary obligation to the Company) shall be deemed confidential
      and
      shall not be used for any purposes other than as indicated above or by it as
      the
      basis for any market transactions in the securities of the Company or its
      affiliates unless and until such information is made generally available to
      the
      public. The Investor further agrees that it will, upon learning that disclosure
      of such Records is sought in a court of competent jurisdiction, give notice
      to
      the Company and allow the Company, at its expense, to undertake appropriate
      action to prevent disclosure of the Records deemed confidential.


    
      
        
        

      

      
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    (f) The
      Company shall otherwise comply in all material respects with all applicable
      rules and regulations of the Commission, including, without limitation,
      compliance with applicable reporting requirements under the Exchange
      Act.

     

    (g) The
      Company shall appoint (or shall have appointed) a transfer agent and registrar
      for all of the Registrable Securities covered by such Registration Statement
      not
      later than the effective date of such Registration Statement.

     

    (h) The
      Investor shall cooperate with the Company, as reasonably requested by the
      Company, in connection with the preparation and filing of any Registration
      Statement hereunder. The Company may require the Investor to promptly furnish
      in
      writing to the Company such information as may be required in connection with
      such registration including, without limitation, all such information as may
      be
      requested by the Commission or the FINRA or any state securities commission
      and
      all such information regarding the Investor, the Registrable Securities held
      by
      the Investor and the intended method of disposition of the Registrable
      Securities. The Investor agrees to provide such information requested in
      connection with such registration within five (5) business days after receiving
      such written request and the Company shall not be responsible for any delays
      in
      obtaining or maintaining the effectiveness of the Registration Statement caused
      by the Investor’s failure to timely provide such information.

     

    (i) Upon
      receipt of a Blackout Notice from the Company, the Investor shall immediately
      discontinue disposition of Registrable Securities pursuant to the Registration
      Statement covering such Registrable Securities until (i) the Company
      advises the Investor that the Blackout Period has terminated and (ii) the
      Investor receives copies of a supplemented or amended prospectus, if necessary.
      If so directed by the Company, the Investor will deliver to the Company (at
      the
      expense of the Company) or destroy (and deliver to the Company a certificate
      of
      destruction) all copies in the Investor’s possession (other than a limited
      number of file copies) of the prospectus covering such Registrable Securities
      that is current at the time of receipt of such notice.

     

    (j) On
      the
      Effective Date, the Company shall make a filing with the Commission to
      deregister the Prior Warrant Shares and the Prior Shares that have not been
      sold
      under the Prior Purchase Agreement.

     

    Section
      2.2 Registration
      Expenses.
      Except
      as set forth in Section 10.01 of the Purchase Agreement, the Company shall
      pay
      all registration expenses incurred in connection with the Registration Statement
      (the “Registration
      Expenses”),
      including, without limitation: (i) all registration, filing, securities
      exchange listing and fees required by the National Association of Securities
      Dealers, (ii) all registration, filing, qualification and other fees and
      expenses of compliance with securities or blue sky laws (including reasonable
      fees and disbursements of counsel in connection with blue sky qualifications
      of
      the Registrable Securities), (iii) all word processing, duplicating,
      printing, messenger and delivery expenses, (iv) the Company’s internal
      expenses (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), (v) the fees
      and expenses incurred by the Company in connection with the listing of the
      Registrable Securities, (vi) reasonable fees and disbursements of counsel
      for the Company and customary fees and expenses for independent certified public
      accountants retained by the Company (including the expenses of any special
      audits or comfort letters or costs associated with the delivery by independent
      certified public accountants of such special audit(s) or comfort
      letter(s), (vii) the
      fees and expenses of any special experts retained by the Company in connection
      with such registration and amendments and supplements to the Registration
      Statement and Prospectus, and (viii) premiums and other costs of the Company
      for
      policies of insurance against liabilities of the Company arising out of any
      public offering of the Registrable Securities being registered to the extent
      the
      Company in its discretion elects to obtain and maintain insurance. Any fees
      and
      disbursements of underwriters, broker-dealers or investment bankers, including
      without limitation underwriting fees, discounts, transfer taxes or commissions,
      and any other fees or expenses (including legal fees and expenses) if any,
      attributable to the sale of Registrable Securities, shall be payable by each
      holder of Registrable Securities pro
      rata
      on the
      basis of the number of Registrable Securities of each such holder that are
      included in a registration under this Agreement.


    
      
        
        

      

      
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    ARTICLE
      III

    INDEMNIFICATION

     

    Section
      3.1 Indemnification.
      The
      Company agrees to indemnify and hold harmless the Investor, its partners,
      affiliates, officers, directors, employees and duly authorized agents, and
      each
      Person or entity, if any, who controls the Investor within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act,
      together with the partners, affiliates, officers, directors, employees and
      duly
      authorized agents of such controlling Person or entity (collectively, the
“Controlling
      Persons”),
      from
      and against any loss, claim, damage, liability, costs and expenses (including,
      without limitation, reasonable attorneys’ fees and disbursements and costs and
      expenses of investigating and defending any such claim) (collectively,
“Damages”),
      joint
      or several, and any action or proceeding in respect thereof to which the
      Investor, its partners, affiliates, officers, directors, employees and duly
      authorized agents, and any Controlling Person, may become subject under the
      Securities Act or otherwise, as incurred, insofar as such Damages (or actions
      or
      proceedings in respect thereof) arise out of, or are based upon, any untrue
      statement or alleged untrue statement of a material fact contained in any
      Registration Statement, or in any preliminary prospectus, final prospectus,
      summary prospectus, amendment or supplement relating to the Registrable
      Securities or arises out of, or are based upon, any omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein under the circumstances not misleading, and shall
      reimburse the Investor, its partners, affiliates, officers, directors, employees
      and duly authorized agents, and each such Controlling Person, for any legal
      and
      other expenses reasonably incurred by the Investor, its partners, affiliates,
      officers, directors, employees and duly authorized agents, or any such
      Controlling Person, as incurred, in investigating or defending or preparing
      to
      defend against any such Damages or actions or proceedings; provided,
      however,
      that
      the Company shall not be liable to the extent that any such Damages arise out
      of
      the Investor’s (or any other indemnified Person’s) (i) failure to send or give a
      copy of the final prospectus or supplement (as then amended or supplemented)
      to
      the persons asserting an untrue statement or alleged untrue statement or
      omission or alleged omission at or prior to the written confirmation of the
      sale
      of Registrable Securities to such person if such statement or omission was
      corrected in such final prospectus or supplement or (ii) written confirmation
      of
      the sale of Registrable Securities purchased in any specific Draw Down prior
      to
      the filing of a supplement to the Prospectus to reflect such Draw Down (provided
      the Company is in compliance with its covenants with respect to the filing
      of
      such supplement); provided,
      further,
      that
      the Company shall not be liable to the extent that any such Damages arise out
      of
      or are based upon an untrue statement or alleged untrue statement or omission
      or
      alleged omission made in such Registration Statement, or any such preliminary
      prospectus, final prospectus, summary prospectus, amendment or supplement in
      reliance upon and in conformity with written information furnished to the
      Company by or on behalf of the Investor or any other person who participates
      as
      an underwriter in the offering or sale of such securities, in either case,
      specifically stating that it is for use in the preparation thereof. In
      connection with any Registration Statement with respect to which the Investor
      is
      participating, such Investor will indemnify and hold harmless, to the same
      extent and in the same manner as set forth in the preceding paragraph, the
      Company, each of its partners, affiliates, officers, directors, employees and
      duly authorized agents of such controlling Person (each a “Company
      Indemnified Person”)
      against any Damages to which any Company Indemnified Person may become subject
      under the Securities Act, the Exchange Act or otherwise, insofar as such Damages
      arise out of or are based upon (a) any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement, or in
      any
      preliminary prospectus, final prospectus, summary prospectus, amendment or
      supplement relating to the Registrable Securities or arise out of, or are based
      upon, any omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein under the
      circumstances not misleading to the extent that such violation occurs in
      reliance upon and in conformity with written information furnished to the
      Company by the Investor or on behalf of the Investor expressly for use in
      connection with such Registration Statement, (b) any failure by the Investor
      to
      comply with prospectus delivery requirements of the Securities Act, the Exchange
      Act or any other law or legal requirement applicable to sales under the
      Registration Statement, or (c) a written confirmation of the sale of Registrable
      Securities purchased by such Investor in any specific Draw Down prior to the
      filing of a supplement to the Prospectus to reflect such Draw Down (provided
      the
      Company is in compliance with its covenants with respect to the filing of such
      supplement).


    
      
        
        

      

      
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    Section
      3.2 Conduct
      of Indemnification Proceedings.
      All
      claims for indemnification under Section 3.1 shall be asserted and resolved
      in accordance with the provisions of Section 9.02 of the Purchase
      Agreement.

     

    Section
      3.3 Additional
      Indemnification.
      Indemnification similar to that specified in the preceding paragraphs of this
      Article 3 (with appropriate modifications) shall be given by the Company and
      the
      Investor with respect to any required registration or other qualification of
      securities under any federal or state law or regulation of any governmental
      authority other than the Securities Act. The provisions of this Article III
      shall be in addition to any other rights to indemnification, contribution or
      other remedies which an Indemnified Party or a Company Indemnified Person may
      have pursuant to law, equity, contract or otherwise.

     

    To
      the
      extent that any indemnification provided for herein is prohibited or limited
      by
      law, the indemnifying party will make the maximum contribution with respect
      to
      any amounts for which it would otherwise be liable under this Article III
      to the fullest extent permitted by law. However, (a) no contribution will
      be made under circumstances where maker of such contribution would not have
      been
      required to indemnify the indemnified party under the fault standards set forth
      in this Article III, (b) if the Investor is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      the Investor will not be entitled to contribution from any Person who is not
      guilty of such fraudulent misrepresentation, and (c) contribution (together
      with
      any indemnification obligations under this Agreement) by the Investor will
      be
      limited in amount to the proceeds received by the Investor from sales of
      Registrable Securities.


    
      
        
        

      

      
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    ARTICLE
      IV

    MISCELLANEOUS

     

    Section
      4.1 No
      Outstanding Registration Rights.
      Except
      as otherwise disclosed in accordance with the Purchase Agreement or in the
      Prior
      Registration Rights Agreement or Commission Documents, the Company represents
      and warrants to the Investor that there is not in effect on the date hereof
      any
      agreement by the Company pursuant to which any holders of securities of the
      Company have a right to cause the Company to register or qualify such securities
      under the Securities Act or any securities or blue sky laws of any
      jurisdiction.

     

    Section
      4.2 Term.
      The
      registration rights provided to the holders of Registrable Securities hereunder,
      and the Company’s obligation to keep the Registration Statement effective, shall
      terminate at the earlier of (i) such time that is two years following the
      termination of the Purchase Agreement, (ii) such time as all Registrable
      Securities and Prior Warrant Shares have been issued and have ceased to be
      Registrable Securities, or (iii) upon the consummation of an “Excluded
      Merger or Sale” as defined in the Warrant. Notwithstanding the foregoing,
      paragraph (d) of Section 1.1, Article III, Section 4.7,
      Section 4.8, Section 4.9, Section 4.10 and Section 4.13
      shall survive the termination of this Agreement.

     

    Section
      4.3 Rule 144.
      The
      Company will, at its expense, promptly take such action as holders of
      Registrable Securities may reasonably request to enable such holders of
      Registrable Securities to sell Registrable Securities without registration
      under
      the Securities Act within the limitation of the exemptions provided by
      (a) Rule 144 under the Securities Act (“Rule
      144”),
      as
      such Rule may be amended from time to time, or (b) any similar rule or
      regulation hereafter adopted by the Commission. If at any time the Company
      is
      not required to file such reports, it will, at its expense, forthwith upon
      the
      written request of any holder of Registrable Securities, make available adequate
      current public information with respect to the Company within the meaning of
      paragraph (c)(2) of Rule 144 or such other information as necessary to
      permit sales pursuant to Rule 144. Upon the request of the Investor, the
      Company will deliver to the Investor a written statement, signed by the
      Company’s principal financial officer, as to whether it has complied with such
      requirements.

     

    Section
      4.4 Certificate.
      The
      Company will, at its expense, forthwith upon the request of any holder of
      Registrable Securities, deliver to such holder a certificate, signed by the
      Company’s principal financial officer, stating (a) the Company’s name,
      address and telephone number (including area code), (b) the Company’s
      Internal Revenue Service identification number, (c) the Company’s Commission
      file number, (d) the number of shares of each class of Stock outstanding as
      shown by the most recent report or statement published by the Company, and
      (e) whether the Company has filed the reports required to be filed under
      the Exchange Act for a period of at least ninety (90) days prior to the
      date of such certificate and in addition has filed the most recent annual report
      required to be filed thereunder.


    
      
        
        

      

      
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    Section
      4.5 Amendment
      And Modification.
      Any
      provision of this Agreement may be waived, provided that such waiver is set
      forth in a writing executed by both parties to this Agreement. The provisions
      of
      this Agreement, including the provisions of this sentence, may be amended,
      modified or supplemented, and waivers or consents to departures from the
      provisions hereof may be given, only with the written consent of the Investor
      and the Company. No course of dealing between or among any Person having any
      interest in this Agreement will be deemed effective to modify, amend or
      discharge any part of this Agreement or any rights or obligations of any person
      under or by reason of this Agreement.

     

    Section
      4.6 Successors
      and Assigns; Entire Agreement.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns. The Company may assign this Agreement at any time in connection with
      a
      sale or acquisition of the Company, whether by merger, consolidation, sale
      of
      all or substantially all of the Company’s assets, or similar transaction,
      without the consent of the Investor, provided that the successor or acquiring
      Person or entity agrees in writing to assume all of the Company’s rights and
      obligations under this Agreement. The Investor may assign its rights and
      obligations under this Agreement only to (i) an affiliate that meets all
      applicable requirements of federal and state securities laws, or (ii) with
      the
      prior written consent of the Company, and any purported assignment by the
      Investor other than as set forth above shall be null and void. This Agreement,
      together with the Purchase Agreement and the Warrant sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.

     

    Section
      4.7 Severability.
      If any
      provision of this Agreement becomes or is declared by a court of competent
      jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
      in full force and effect without said provision; provided
      that if
      the severance of such provision materially changes the economic benefits of
      this
      Agreement to either party as such benefits are anticipated as of the date
      hereof, then such party may terminate this Agreement on five (5) Business Days
      prior written notice to the other party. In such event, the Purchase Agreement
      will terminate simultaneously with the termination of this
      Agreement.

     

    Section
      4.8 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be given in accordance with
      Section 10.04 of the Purchase Agreement.

     

    Section
      4.9 Governing
      Law; Dispute Resolution.
      This
      Agreement shall be construed under the laws of the State of New
      York.

     

    Section
      4.10 Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      constitute a part of this Agreement, nor shall they affect their meaning,
      construction or effect.

     

    Section
      4.11 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed to be an original instrument and all of which together shall constitute
      one and the same instrument.


    
      
        
        

      

      
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    Section
      4.12 Further
      Assurances.
      Each
      party shall cooperate and take such action as may be reasonably requested by
      another party in order to carry out the provisions and purposes of this
      Agreement and the transactions contemplated hereby.

     

    Section
      4.13 Absence
      of Presumption.
      This
      Agreement shall be construed without regard to any presumption or rule requiring
      construction or interpretation against the party drafting or causing any
      instrument to be drafted.

     

    Section
      4.14 Termination
      of Prior Registration Rights Agreement.
      The
      parties hereby agree that the Prior Registration Rights Agreement shall
      terminate and be of no further force or effect as of the close of business
      on
      the Effective Date.

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      the undersigned, thereunto duly authorized, as of the date first set forth
      above.

     

    
      	
              MICROMET,
                INC.

            
	 	 
	
              By: 

            	
              /s/
                Christian Itin

            
	 	
              Name:
                Christian
                Itin

              Title:
                President
                and CEO

            
	 	 
	
              KINGSBRIDGE
                CAPITAL LIMITED

            
	 	 
	
              By:

            	/s/
              Antony Gardner-Hillman
	 	
              Antony
                Gardner-Hillman

              Director

            


    

     

    
      
        
        

      

      
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