Unassociated Document


    Exhibit
10.3

    


    AMENDMENT
NO. 1 TO

    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    This
Amendment No. 1 (the “Amendment”) to Executive Employment Agreement
(the “Agreement”)
is effective as of November 18, 2008, by and between Micromet, Inc. (hereinafter
the “Company”) and Barclay Phillips (hereinafter
“Executive”)  Capitalized
terms used but not defined in the Amendment shall have the meanings given to
them in the Agreement.

     

    BACKGROUND

    


    The parties hereto have entered into
that certain Executive Employment Agreement dated as of August 30, 2008 (the
“Agreement”),
and deem it to be in their respective best interests to amend the Agreement as
provided below.

    


    NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

    


    
      1.    Section
2.2 of the Agreement is deleted in its entirety and replaced with the following
Section 2.2:

    

    


    “2.2  Bonus.  Beginning
with the calendar year starting January 1, 2010, Executive will participate in
the Company’s Management Incentive Compensation Plan (the “MICP”) adopted by the Company
from time to time or in such other bonus plan as the Board may approve for the
senior executive officers of the Company.  Except as otherwise
provided in this Agreement, Executive’s participation in and benefits under any
such plan will be on the terms and subject to the conditions specified in the
governing document of the particular plan.”

    


    2.    Section
(e) of Exhibit D to the Agreement is deleted in its entirety and replaced with
the following Section (e):

    


    “(e)           if
the sale of Executive’s current home occurs after the purchase of Executive’s
new home in the Capital Region, the Company will reimburse the mortgage payments
for Executive’s current home during the period starting on the date on which it
is first offered for sale and ending on the date of closing of the sale; provided that such
reimbursement will end no later than December 31, 2010 and provided further that
Executive will use good faith efforts to effect the sale as soon as
practicable.  In addition, the Company shall pay to the Executive a
gross up for any applicable tax withholding or payroll deductions associated
with such reimbursement.”

    


    3.    Except as
modified hereby, all of the terms and conditions of the Agreement remain in full
force and effect and are hereby reaffirmed, ratified and
approved.  This Amendment, together with the Agreement, embodies the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof.  No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Amendment
shall affect, or be used to interpret, change or restrict, the express terms and
conditions of this Amendment.  Hereafter references to the Agreement
in any document or other agreement shall be deemed to constitute references to
the Agreement as 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    amended
by this Amendment.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Execution and
delivery of this Amendment may be made and evidenced by facsimile
transmission.

    


    


    


    [signature
pages follow]

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above
written.

     

    
      
        	 	Micromet,
  Inc.
	 	 
	 	 
	
                 

              	
                By:
      

              	/s/ CHRISTIAN ITIN
	 	 	 
	 	Name: 	Christian Itin
	 	 	 
	 	Title: 	President & CEO
	 	 	 
	 	 	 
	 	Barclay
    Phillips
	 	 
	 	 
	 	/s/ BARCLAY
PHILLIPS