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    WARRANT

     

    THE
      SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S.
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR
      ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON
      AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
      OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
      HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
      WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     

    December
      1, 2008

     

    Warrant
      to purchase up to One Hundred Thirty-Five Thousand (135,000) shares of Common
      Stock of Micromet, Inc. (the “Company”).

     

    In
      consideration for Kingsbridge Capital Limited, an entity organized and existing
      under the laws of the British Virgin Islands, whose registered address is P.O.
      Box 1075, Elizabeth House, 9 Castle Street, St. Helier, Jersey, Channel Islands
      (the “Investor”),
      agreeing to enter into that certain Common Stock Purchase Agreement, dated
      as of
      the date hereof, between the Investor and the Company (the “Agreement”),
      the
      Company hereby agrees that the Investor or any other Warrant Holder (as defined
      below) is entitled, on the terms and conditions set forth below, to purchase
      from the Company at any time during the Exercise Period (as defined below)
      up to
      one hundred thirty-five thousand (135,000) fully paid and nonassessable shares
      of common stock, par value $0.00004 per share, of the Company (the “Common
      Stock”)
      at the
      Exercise Price (hereinafter defined), as the same may be adjusted from time
      to
      time pursuant to Section 6 hereof. The resale of the shares of Common Stock
      or other securities issuable upon exercise or exchange of this Warrant is
      subject to the provisions of the Registration Rights Agreement. Capitalized
      terms used herein and not otherwise defined shall have the meanings given them
      in the Agreement.

     

    Section
      1. Definitions.

     

    “Affiliate”
shall
      mean any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by, or is under direct or indirect common control
      with
      any other Person. For the purposes of this definition, “control,” when used with
      respect to any Person, means the power to direct the management and policies
      of
      such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise, and the term “controls” and “controlled”
have meanings correlative to the foregoing.

     

    “Business
      Day”
shall
      mean any day other than a Saturday, a Sunday or a day on which banks in New
      York
      City, New York are authorized or obligated by executive order to
      close.

     

    “Closing
      Price”
as
      of
      any particular day shall mean the closing price per share of the Company’s
      Common Stock as reported by Bloomberg L.P. on such day.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exercise
      Period”
shall
      mean that period beginning six months after the date of this Warrant and
      continuing until (i) the expiration of the five-year period thereafter, or
      (ii)
      a Funding Default, subject in each case to earlier termination in accordance
      with Section 6 hereof.

     

    “Exercise
      Price”
shall
      mean $4.44.

     

    “Funding
      Default”
shall
      mean a failure by the Investor to accept a Draw Down Notice made by the Company
      and to acquire and pay for the Shares in accordance therewith within three
      (3)
      Business Days following the delivery of such Shares to the Investor, provided
      such Draw Down Notice was made in accordance with the terms and conditions
      of
      the Agreement (including the satisfaction or waiver of the conditions to the
      obligation of the Investor to accept a Draw Down set forth in Article VII
      of the Agreement), provided further, that such failure was reasonably within
      the
      control of the Investor.

     

    “Per
      Share Warrant Value”
shall
      mean the difference resulting from subtracting the Exercise Price from the
      average of the Closing Prices on the five Trading Days immediately preceding
      the
      Exercise Date.

     

    “Person”
shall
      mean an individual, a corporation, a partnership, a limited liability company,
      an association, a trust or other entity or organization, including a government
      or political subdivision or an agency or instrumentality thereof.

     

    “Principal
      Market”
shall
      mean the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
      Capital Market, the American Stock Exchange or the New York Stock Exchange,
      whichever is at the time the principal trading exchange or market for the Common
      Stock.

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission.

     

    “Trading
      Day”
shall
      mean any day other than a Saturday or a Sunday on which the Principal Market
      is
      open for trading in equity securities.

     

    “Warrant
      Holder”
shall
      mean the Investor or any permitted assignee or permitted transferee of all
      or
      any portion of this Warrant.

     

    “Warrant
      Shares”
shall
      mean those shares of Common Stock received or to be received upon exercise
      of
      this Warrant.

     

    Section
      2. Exercise.

     

    (a) Method
      of Exercise.
      This
      Warrant may be exercised in whole or in part (but not as to a fractional share
      of Common Stock), at any time and from time to time during the Exercise Period,
      by the Warrant Holder by (i) surrender of this Warrant, with the form of
      exercise attached hereto as Exhibit A completed and duly executed by the
      Warrant Holder (the “Exercise
      Notice”),
      to
      the Company at the address set forth in Section 10.04 of the Agreement,
      accompanied by payment of the Exercise Price multiplied by the number of shares
      of Common Stock for which this Warrant is being exercised (the “Aggregate
      Exercise Price”)
      or
      (ii) telecopying an executed and completed Exercise Notice to the Company and
      delivering to the Company within five (5) Business Days thereafter the original
      Exercise Notice, this Warrant and the Aggregate Exercise Price. The later of
      the
      date on which an Exercise Notice is received by the Company in accordance with
      clauses (i) or (ii) above or the Company’s receives payment of the Exercise
      Price (unless the Warrant is exercised as provided in Section 2(c) below) shall
      be deemed an “Exercise Date.”

     

    
      
        
        

      

      
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    (b) Payment
      of Aggregate Exercise Price.
      Subject
      to paragraph (c) below, payment of the Aggregate Exercise Price shall be
      made by wire transfer of immediately available funds to an account designated
      by
      the Company. If the amount of the payment received by the Company is less than
      the Aggregate Exercise Price, the Warrant Holder will be notified of the
      deficiency and shall make payment in that amount within three (3) Business
      Days.
      In the event the payment exceeds the Aggregate Exercise Price, the Company
      will
      refund the excess to the Warrant Holder within five (5) Business Days of
      receipt.

     

    (c) Cashless
      Exercise.
      In the
      event that the Warrant Shares to be received by the Warrant Holder upon exercise
      of the Warrant may not be resold pursuant to an effective registration statement
      or an exemption to the registration requirements of the Securities Act of 1933,
      as amended (the “Securities
      Act”),
      and
      applicable state laws, the Warrant Holder may, as an alternative to payment
      of
      the Aggregate Exercise Price upon exercise in accordance with paragraph (b)
      above, elect to effect a cashless exercise by so indicating on the Exercise
      Notice and including a calculation of the number of shares of Common Stock
      to be
      issued upon such exercise in accordance with the terms hereof (a “Cashless
      Exercise”).
      If a
      registration statement on Form S-1 or 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 Warrant Holder of (x) the shares of Common Stock of
      the Company that may be purchased under the Agreement, (y) the Warrant
      Shares, or (z) any securities issued or issuable with respect to any of the
      foregoing by way of exchange, stock dividend or stock split or in connection
      with a combination of shares, recapitalization, merger, consolidation or other
      reorganization or otherwise, has been declared effective by the SEC and remains
      effective, the Company may, in its sole discretion, permit the Warrant Holder
      to
      elect to effect a Cashless Exercise or require the Warrant Holder to pay the
      Exercise Price of the Warrant Shares being purchased by the Warrant Holder
      under
      this Warrant. In the event of a Cashless Exercise, the Warrant Holder shall
      receive that number of shares of Common Stock determined by (i) multiplying
      the
      number of Warrant Shares for which this Warrant is being exercised by the Per
      Share Warrant Value and (ii) dividing the product by the average of the Closing
      Prices on the five Trading Days immediately preceding the Exercise Date, rounded
      to the nearest whole share. The Company shall cancel the total number of Warrant
      Shares equal to the excess of the number of the Warrant Shares for which this
      Warrant is being exercised over the number of Warrant Shares to be received
      by
      the Warrant Holder pursuant to such Cashless Exercise.

     

    (d) Replacement
      Warrant.
      In the
      event that the Warrant is not exercised in full, the number of Warrant Shares
      shall be reduced by the number of such Warrant Shares for which this Warrant
      is
      exercised, and the Company, at its expense, shall forthwith issue and deliver
      to
      or upon the order of the Warrant Holder a new Warrant of like tenor in the
      name
      of the Warrant Holder, reflecting such adjusted number of Warrant
      Shares.

     

    
      
        
        

      

      
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    Section
      3. Exercise
      Limitation.
      The
      Warrant Holder may not exercise this Warrant such that the number of Warrant
      Shares to be received pursuant to such exercise aggregated with all other shares
      of Common Stock then owned by the Warrant Holder beneficially or deemed
      beneficially owned by the Warrant Holder would result in the Warrant Holder
      owning more than 9.9% of all of such Common Stock as would be outstanding on
      such Exercise Date, as determined in accordance with Section 13(d) of the
      Exchange Act of 1934 and the rules and regulations promulgated
      thereunder.

     

    Section
      4. Delivery
      of Warrant Shares.

     

    (a) Subject
      to the terms and conditions of this Warrant, as soon as practicable after the
      exercise of this Warrant in full or in part, and in any event within ten (10)
      Business Days thereafter, the Company at its expense (including, without
      limitation, the payment by it of any applicable issue taxes) will cause to
      be
      issued in the name of and delivered to the Warrant Holder, or as the Warrant
      Holder may lawfully direct, a certificate or certificates for, or make deposit
      with the Depositary Trust Company via book-entry of, the number of validly
      issued, fully paid and non-assessable Warrant Shares to which the Warrant Holder
      shall be entitled on such exercise, together with any other stock or other
      securities or property (including cash, where applicable) to which the Warrant
      Holder is entitled upon such exercise in accordance with the provisions
      hereof.

     

    (b) This
      Warrant may not be exercised as to fractional shares of Common Stock. In the
      event that the exercise of this Warrant, in full or in part, would result in
      the
      issuance of any fractional share of Common Stock, then in such event the Warrant
      Holder shall receive the number of shares rounded to the nearest whole
      share.

     

    Section
      5. Representations,
      Warranties and Covenants of the Company.

     

    (a) The
      Warrant Shares, when issued in accordance with the terms hereof, will be duly
      authorized and, when paid for or issued in accordance with the terms hereof,
      shall be validly issued, fully paid and non-assessable.

     

    (b) The
      Company shall take all commercially reasonable actions and proceedings as may
      be
      required and permitted by applicable law, rule and regulation for the legal
      and
      valid issuance of this Warrant and the Warrant Shares to the Warrant
      Holder.

     

    (c) The
      Company has authorized and reserved for issuance to the Warrant Holder the
      requisite number of shares of Common Stock to be issued pursuant to this
      Warrant. The Company shall at all times reserve and keep available, solely
      for
      issuance and delivery as Warrant Shares hereunder, such shares of Common Stock
      as shall from time to time be issuable as Warrant Shares.

     

    (d) From
      the
      date hereof through the last date on which this Warrant is exercisable, the
      Company shall take all commercially reasonable actions to ensure that the Common
      Stock remains listed or quoted on the Principal Market.

     

    
      
        
        

      

      
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    Section
      6. Adjustment
      of the Exercise Price.
      The
      Exercise Price and, accordingly, the number of Warrant Shares issuable upon
      exercise of the Warrant, shall be subject to adjustment from time to time upon
      the happening of certain events as follows:

     

    (a) Reclassification,
      Consolidation, Merger, Mandatory Share Exchange, Sale or Transfer.

     

    (i) Upon
      occurrence of any of the events specified in subsection (a)(ii) below (the
“Adjustment
      Events”)
      while
      this Warrant is unexpired and not exercised in full, the Warrant Holder may
      in
      its sole discretion require the Company, or any successor or purchasing
      corporation, as the case may be, without payment of any additional consideration
      therefor, to execute and deliver to the Warrant Holder a new Warrant providing
      that the Warrant Holder shall have the right to exercise such new Warrant (upon
      terms not less favorable to the Warrant Holder than those then applicable to
      this Warrant) and to receive upon such exercise, in lieu of each share of Common
      Stock theretofore issuable upon exercise of this Warrant, the kind and amount
      of
      shares of stock, other securities, money or property receivable upon such
      Adjustment Event by the holder of one share of Common Stock issuable upon
      exercise of this Warrant had this Warrant been exercised immediately prior
      to
      such Adjustment Event. Such new Warrant shall provide for adjustments that
      shall
      be as nearly equivalent as may be practicable to the adjustments provided for
      in
      this Section 6.

     

    (ii) The
      Adjustment Events shall be (1) any reclassification or change of Common
      Stock (other than a change in par value, as a result of a subdivision or
      combination of Common Stock or in connection with an Excluded Merger or Sale),
      (2) any consolidation, merger or mandatory share exchange of the Company
      with or into another corporation (other than a merger or mandatory share
      exchange with another corporation in which the Company is a continuing
      corporation and which does not result in any reclassification or change other
      than a change in par value or as a result of a subdivision or combination of
      Common Stock), other than (each of the following referred to as an “Excluded
      Merger or Sale”)
      a
      transaction involving (A) sale of all or substantially all of the assets of
      the
      Company, (B) any merger, consolidation or similar transaction where the
      consideration payable to the shareholders of the Company by the acquiring Person
      consists substantially of cash or publicly traded securities, or a combination
      thereof, or where the acquiring Person does not agree to assume the obligations
      of the Company under outstanding warrants (including this Warrant). In the
      event
      of an Excluded Merger or Sale, the Company shall deliver a notice to the Warrant
      Holder at least 10 days before the consummation of such Excluded Merger or
      Sale,
      the Warrant Holder may exercise this Warrant at any time before the consummation
      of such Excluded Merger or Sale (and such exercise may be made contingent upon
      the consummation of such Excluded Merger or Sale), and any portion of this
      Warrant that has not been exercised before consummation of such Excluded Merger
      or Sale shall terminate and expire, and shall no longer be
      outstanding.

     

    (b) Subdivision
      or Combination of Shares.
      If the
      Company, at any time while this Warrant is unexpired and not exercised in full,
      shall subdivide its Common Stock, the Exercise Price shall be proportionately
      reduced as of the effective date of such subdivision, or, if the Company shall
      take a record of holders of its Common Stock for the purpose of so subdividing,
      as of such record date, whichever is earlier. If the Company, at any time while
      this Warrant is unexpired and not exercised in full, shall combine its Common
      Stock, the Exercise Price shall be proportionately increased as of the effective
      date of such combination, or, if the Company shall take a record of holders
      of
      its Common Stock for the purpose of so combining, as of such record date,
      whichever is earlier.

     

    
      
        
        

      

      
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    (c) Stock
      Dividends.
      If the
      Company, at any time while this Warrant is unexpired and not exercised in full,
      shall pay a dividend or other distribution in shares of Common Stock to all
      holders of Common Stock, then the Exercise Price shall be adjusted, as of the
      date the Company shall take a record of the holders of its Common Stock for
      the
      purpose of receiving such dividend or other distribution (or if no such record
      is taken, as at the date of such payment or other distribution), to that price
      determined by multiplying the Exercise Price in effect immediately prior to
      such
      payment or other distribution by a fraction: (i) the numerator of which shall
      be
      the total number of shares of Common Stock outstanding immediately prior to
      such
      dividend or distribution, and (ii) the denominator of which shall be the total
      number of shares of Common Stock outstanding immediately after such dividend
      or
      distribution. The provisions of this subsection (c) shall not apply under any
      of
      the circumstances for which an adjustment is provided in subsections (a) or
      (b).

     

    (d) Liquidating
      Dividends, Etc.
      If the
      Company, at any time while this Warrant is unexpired and not exercised in full,
      makes a distribution of its assets or evidences of indebtedness to the holders
      of its Common Stock as a dividend in liquidation or by way of return of capital
      or other than as a dividend payable out of earnings or surplus legally available
      for dividends under applicable law or any distribution to such holders made
      in
      respect of the sale of all or substantially all of the Company’s assets (other
      than under the circumstances provided for in the foregoing subsections
      (a) through (c)), then the Warrant Holder shall be entitled to receive upon
      exercise of this Warrant in addition to the Warrant Shares receivable in
      connection therewith, and without payment of any consideration other than the
      Exercise Price, the kind and amount of such distribution per share of Common
      Stock multiplied by the number of Warrant Shares that, on the record date for
      such distribution, are issuable upon such exercise of the Warrant (with no
      further adjustment being made following any such event which causes an
      adjustment in the number of Warrant Shares issuable), and an appropriate
      provision therefor shall be made a part of any such distribution. The value
      of a
      distribution that is paid in other than cash shall be determined in good faith
      by the Board of Directors of the Company. Notwithstanding the foregoing, in
      the
      event of a proposed dividend in liquidation or distribution to the shareholders
      made in respect of the sale of all or substantially all of the Company’s assets,
      the Company shall deliver a notice to the Warrant Holder at least 10 days before
      the consummation of such event, the Warrant Holder may exercise this Warrant
      at
      any time before the consummation of such event (and such exercise may be made
      contingent upon the consummation of such event), and any portion of this Warrant
      that has not been exercised before consummation of such event shall terminate
      and expire, and shall no longer be outstanding.

     

    Section
      7. Notices.
      Whenever the Exercise Price or number of Warrant Shares shall be adjusted
      pursuant to Section 6 hereof, the Company shall promptly prepare a
      certificate signed by its Chief Executive Officer or Chief Financial Officer
      setting forth in reasonable detail the event requiring the adjustment, the
      amount of the adjustment, the method by which such adjustment was calculated
      (including a description of the basis on which the Company’s Board of Directors
      made any determination hereunder), and the Exercise Price and number of Warrant
      Shares purchasable at that Exercise Price after giving effect to such
      adjustment, and shall promptly cause copies of such certificate to be sent
      by
      overnight courier to the Warrant Holder. In the event of any taking by the
      Company of a record of the holders of any class of securities for the purpose
      of
      determining the holders thereof who are entitled to receive any dividend (other
      than a cash dividend) or other distribution, any right to subscribe for,
      purchase or otherwise acquire any shares of stock of any class or any other
      securities or property, or to receive any other similar right accruing to a
      stockholder by virtue of ownership of shares of the Company’s capital stock, the
      Company shall mail to the Warrant Holder, at least five (5) Business Days prior
      to the date specified therein, a notice specifying the date on which any such
      record is to be taken for the purpose of such dividend, distribution or right,
      and the amount and character of such dividend, distribution or
      right.

     

    
      
        
        

      

      
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    Section
      8. No
      Impairment.
      The
      Company will not, by amendment of its Certificate or Bylaws or through any
      reorganization, transfer of assets, consolidation, merger, dissolution or issue
      or sale of securities, avoid or seek to avoid the observance or performance
      of
      any of the terms of this Warrant, but will at all times in good faith assist
      in
      the carrying out of all such terms and in the taking of all such action as
      may
      be necessary or appropriate in order to protect the rights of the Warrant Holder
      against impairment. Without limiting the generality of the foregoing, the
      Company (a) will not increase the par value of any Warrant Shares above the
      amount payable therefor on such exercise, and (b) will take all such action
      as
      may be reasonably necessary or appropriate in order that the Company may validly
      and legally issue fully paid and nonassessable Warrant Shares on the exercise
      of
      this Warrant.

     

    Section
      9. Rights
      As Stockholder.
      Except
      as set forth in Section 6 above, prior to exercise of this Warrant, the Warrant
      Holder shall not be entitled to any rights as a stockholder of the Company
      with
      respect to the Warrant Shares, including (without limitation) the right to
      vote
      such shares, receive dividends or other distributions thereon or be notified
      of
      stockholder meetings.

     

    Section
      10. Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of the Warrant and, in the case of any such loss,
      theft or destruction of the Warrant, upon delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of such Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.

     

    Section
      11. Choice
      of Law.
      This
      Warrant shall be construed under the laws of the State of New York.

     

    Section
      12. Entire
      Agreement; Amendments.
      Except
      for any written instrument concurrent or subsequent to the date hereof executed
      by the Company and the Investor, this Warrant and the Agreement contain the
      entire understanding of the parties with respect to the matters covered hereby
      and thereby. No provision of this Warrant may be waived or amended other than
      by
      a written instrument signed by the party against whom enforcement of any such
      amendment or waiver is sought.

     

    
      
        
        

      

      
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    Section
      13. Restricted
      Securities.

     

    (a) Registration
      or Exemption Required.
      This
      Warrant has been issued in a transaction exempt from the registration
      requirements of the Securities Act in reliance upon the provisions of Section
      4(2) thereof and Regulation D thereof, and/or upon such other exemption from
      the
      registration requirements of the Securities Act as may be available with respect
      to this Warrant. This Warrant and the Warrant Shares issuable upon exercise
      of
      this Warrant may not be resold except pursuant to an effective registration
      statement or an exemption to the registration requirements of the Securities
      Act
      and applicable state laws. The Company shall have no obligation to register
      the
      Warrant or the Warrant Shares except as explicitly set forth in that certain
      Registration Rights Agreement entered into by and between the Investor and
      the
      Company on even date hereof.

     

    (b) Legend.
      Any
      replacement Warrants issued pursuant to Section 2 and Section 10 hereof
      and, unless a registration statement has been declared effective by the SEC
      and
      remains effective in accordance with the Securities Act, with respect thereto,
      any Warrant Shares issued upon exercise hereof, shall bear the following
      legend:

     

    “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR
      ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON
      AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
      OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
      HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
      WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.”

     

    (c) No
      Other Legend or Stock Transfer Restrictions.
      No
      legend other than the one specified in Section 13(b) has been or shall be
      placed on the share certificates representing the Warrant Shares and no
      instructions or “stop transfer orders” (so called “stock transfer restrictions”)
      or other restrictions have been or shall be given to the Company’s transfer
      agent with respect thereto other than as expressly set forth in this
      Section 13.

     

    (d) Assignment.
      Assuming the conditions of Section 13(a) above regarding registration or
      exemption have been satisfied, the Warrant Holder may sell, transfer, assign,
      pledge or otherwise dispose of this Warrant (each of the foregoing, a
“Transfer”),
      in
      whole or in part, but only to an Affiliate of the Warrant Holder. The Warrant
      Holder shall deliver a written notice to the Company, substantially in the
      form
      of the Assignment attached hereto as Exhibit B, indicating the person or persons
      to whom the Warrant shall be Transferred and the respective number of Warrant
      Shares to be covered by the warrants to be Transferred to each assignee. The
      Company shall effect the Transfer within ten (10) days, and shall deliver to
      the
      Transferee(s) designated by the Warrant Holder a Warrant or Warrants of like
      tenor and terms for the appropriate number of shares. In connection with and
      as
      a condition of any such proposed Transfer, the Company may (i) request the
      Warrant Holder to provide an opinion of counsel to the Warrant Holder in form
      and substance reasonably satisfactory to the Company to the effect that the
      proposed Transfer complies with all applicable federal and state securities
      laws
      and (ii) require the proposed Transferee to make customary and reasonable
      representations to the Company in connection with such Transfer.

     

    
      
        
        

      

      
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    (e) Investor’s
      Compliance.
      Nothing
      in this Section 13 shall affect in any way the Investor’s obligations under
      any agreement to comply with all applicable securities laws upon resale of
      the
      Common Stock.

     

    Section
      14. 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 Agreement.

     

    Section
      15. Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. The headings in
      this
      Warrant are for purposes of reference only, and shall not limit or otherwise
      affect any of the terms hereof. The invalidity or unenforceability of any
      provision hereof shall in no way affect the validity or enforceability of any
      other provision.

     

    Section
      16. Company
      Call Right.

     

    (a) If
      a
      Funding Default occurs, the Company shall have the right to demand the surrender
      of this Warrant or any remaining portion thereof, Shares and/or cash from the
      Investor as follows (the “Call
      Right”):

     

    (i) If
      the
      Investor has not previously exercised this Warrant in full, then this Warrant
      shall automatically be deemed to have been canceled and shall have no further
      force or effect.

     

    (ii) If,
      prior
      to receiving a Call Right Notice, the Investor has previously exercised this
      Warrant with respect to some or all of the Warrant Shares, and the Investor
      has
      not previously sold such Warrant Shares, then Company shall have a right to
      purchase from the Investor that number of shares of Common Stock equal to the
      number of shares of Common Stock issued in connection with the exercise(s)
      of
      the Warrant, at a repurchase price per share equal to the cash price per share
      paid by the Investor in connection with such exercise(s). For greater certainty,
      (a) if Warrant Shares were exercised for cash, the purchase price per share
      under the Call Right shall be equal to the Exercise Price, (b) if Warrant
      Shares were exercised on a cashless exercise basis, the purchase price per
      share
      for such Warrant Shares under the Call Right shall be zero, and (c) if such
      Warrant Shares were exercised on both a cash and cashless exercise basis, the
      purchase price per share under the Call Right shall be equal to the total amount
      of cash paid in connection with such cash exercise(s) divided by the total
      number of shares of Common Stock issued in connection with all exercises of
      the
      Warrant (whether on a cash or cashless basis).

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (iii) If,
      prior
      to receiving a Call Right Notice, the Investor has previously exercised this
      Warrant with respect to some or all of the Warrant Shares, and the Investor
      subsequently sold such Warrant Shares, then the Investor shall remit to the
      Company the excess, if any, of (x) the proceeds received by Investor through
      the
      sale of such Warrant Shares, over (y) the aggregate Exercise Price for such
      Warrant Shares. In the event that the Investor obtained such Warrant Shares
      through a Cashless Exercise, then the Investor shall instead remit to the
      Company all proceeds received by the Investor through the sale of such Warrant
      Shares. For the avoidance of doubt, in the event that the Investor has sold
      some
      or all of the Warrant Shares prior to receiving a Call Right Notice, then the
      right set forth in this paragraph (iii) shall constitute the sole Call Right
      of
      the Company with respect to such Warrant Shares which have been
      sold.

     

    (b) The
      Company may exercise the Call Right by delivering a notice (the “Call
      Right Notice”)
      to the
      Investor within thirty (30) days after the occurrence of a Funding Default.
      On
      the tenth (10th)
      Business Day following delivery of the Call Right Notice to the Investor, the
      Company shall tender the purchase price, if any, and the Investor shall tender
      shares of Common Stock, if any, to be sold to the Company pursuant to the Call
      Right Notice, immediately following which the Company and the Investor shall
      consummate such purchase and sale. The Call Right shall survive both the
      assignment of the Warrant by the Investor and the disposition of the Warrant
      Shares by the Investor following exercise of the Warrant.

     

    Section
      17. Absence
      of Presumption.
      This
      Warrant 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.

    
       

      [Remainder
        of this page intentionally left blank]

    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Warrant was duly 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

            


    

    


    Investor
      acknowledges and agrees to the terms and conditions of this
      Warrant.

    


    
      	 	
              KINGSBRIDGE
                CAPITAL LIMITED

            
	 	 
	 	
              By:

            	
              /s/
                Antony Gardner-Hillman 

            
	 	 	
              Antony
                Gardner-Hillman 

            
	 	 	
              Director

            
	 


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO THE WARRANT

     

    EXERCISE
      FORM

     

    MICROMET,
      INC.

     

    The
      undersigned hereby irrevocably exercises the right to purchase
      __________________ shares of Common Stock of Micromet, Inc., a Delaware
      corporation (the “Company”), evidenced by the attached Warrant, and (CIRCLE
      EITHER (i) or (ii)) (i) tenders herewith payment of the Aggregate Exercise
      Price
      with respect to such shares in full, in the amount of $________, in cash, by
      certified or official bank check or by wire transfer for the account of the
      Company or (ii) elects, pursuant to Section 2(c) of the Warrant, to
      convert such Warrant into shares of Common Stock of the Company on a cashless
      exercise basis, all in accordance with the conditions and provisions of said
      Warrant.

     

    The
      undersigned requests that stock certificates for such Warrant Shares be issued,
      and a Warrant representing any unexercised portion hereof be issued, pursuant
      to
      this Warrant, in the name of the registered Warrant Holder and delivered to
      the
      undersigned at the address set forth below.

     

    


    
      	
              Dated:

            	 
	 
	 
	
              Signature
                of Registered Holder

            
	 
	 
	
              Name
                of Registered Holder (Print)

            
	 
	 
	
              Address

            


    

    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B TO THE WARRANT

     

    ASSIGNMENT

     

    (To
      be
      executed by the registered Warrant Holder desiring to transfer the
      Warrant)

     

    FOR
      VALUED RECEIVED, the undersigned Warrant Holder of the attached Warrant hereby
      sells, assigns and transfers unto the persons below named the right to purchase
      ______________ shares of Common Stock of Micromet, Inc. (the “Company”)
      evidenced by the attached Warrant and does hereby irrevocably constitute and
      appoint ______________________ attorney to transfer the said Warrant on the
      books of the Company, with full power of substitution in the
      premises.

     

    


    
      	
              Dated:

            
	 
	  
	
              Signature

            
	 
	
              Fill
                in for new Registration of Warrant:

            
	 
	 
	
              Name

            
	 
	 
	
              Address

            
	 
	 
	
              Please
                print name and address of assignee

              (including
                zip code number)

            


    

    


    
      
        
        

      

      
        B-1