Unassociated Document


    Exhibit
10.6

    


    Amended
and Restated Executive Employment Agreement

     

    This
Amended and Restated Executive Employment Agreement (the “Agreement”) is effective as of
December 23, 2008 (the “Effective Date”), by and
between Micromet, Inc.
(hereinafter the “Company”) and Mark Reisenauer
(hereinafter “Executive”).

     

    Whereas,
the Company and Executive have entered into an executive employment agreement
effective as of August 16, 2007 (the “Original Employment
Agreement”);

     

    Whereas,
the parties desire to amend and restate the Original Employment
Agreement;

     

    Now,
therefore, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:

     

    1.           Employment
by the Company

     

    1.1          Position. Subject to terms set
forth herein, the Company agrees to employ Executive in the position of Senior
Vice President and Chief Commercial Officer, and Executive hereby accepts such
employment. During his employment with the Company, Executive will devote his
best efforts and substantially all of his time and attention to the business of
the Company, except as provided in Section 4 below and for vacation periods and
reasonable periods of illness or other incapacities in accordance with the
Company’s general employment policies.

     

    1.2          Duties. Executive will serve
in an executive capacity performing such duties as are normally associated with
his then current position and such duties as are assigned to him from time to
time, subject to the oversight and direction of the Chief Executive Officer and
the Company’s Board of Directors (the “Board”) or a committee
thereof. Upon termination of this Agreement pursuant to Section 6, Executive agrees to resign from all functions which
he exercised or assumed on the basis of or in connection with Executive’s
employment by the Company, including as a director or officer of the Company or
its subsidiaries, subject to any applicable legal requirements regarding such
resignation.

     

    1.3          Location. Executive’s primary
office location will be at the Company’s US corporate offices, currently in
Bethesda, MD. The Company reserves the right to reasonably require Executive to
perform his duties at places other than at his primary office location from time
to time, and to require reasonable business travel.

     

    1.4          Term. The term of this
Agreement will commence on the Effective Date, and will continue until
terminated by Executive or the Company in accordance with Section 6.


     

    1.5          Policies and Procedures. The
employment relationship between the parties will also be subject to the
Company’s personnel policies and procedures as they may be interpreted, adopted,
revised or deleted from time to time in the Company’s sole discretion. If the
terms of this Agreement differ from or are in conflict with the Company’s
personnel policies or procedures, this Agreement will control.

     

    
      
        
        

      

      
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    2.           Compensation

     

    2.1          Base Salary. For services
rendered hereunder by Executive pursuant to this Agreement, Executive will
receive an annualized base salary of two hundred and seventy five thousand US
dollars (US$275,000) as may be increased from time to time by the compensation
committee of the Board at its discretion (the “Base Salary”), payable in
accordance with the Company’s regular payroll schedule (but not less frequently
than monthly), less any payroll withholding and deductions in accordance with
applicable law and the Company’s general employment policies or practices.


     

    2.2          Bonus. 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.

     

    2.3          Standard
Company Benefits.

     

    (a)           Executive
will be eligible to participate on the same basis as similarly situated
employees in the Company’s benefit plans in effect from time to time during his
employment. All matters of eligibility for coverage or benefits under any
benefit plan will be determined in accordance with the provisions of such plan.
The Company reserves the right to change, alter, or terminate any benefit plan
in its sole discretion.

     

    (b)           Executive
is entitled to annual paid time off (“PTO”) in accordance with the
Company’s standard policies and as otherwise provided for senior executive
officers, but in no event less than twenty (20) working days. Working days are
all calendar days with the exception of Saturdays, Sundays and the designated
Company holidays. Executive will coordinate the periods of PTO reasonably in
advance with the other executive officers of the Company, and the timing of such
PTO will be subject to the prior approval of the Chief Executive
Officer.

     

    2.4          Insurance. The Company will
reimburse Executive for the cost of his life insurance in place as of the date
of this Agreement, and long term disability insurance concluded by the Executive
after the Effective Date with the approval of the Company, or corresponding
insurance coverage by different insurers at comparable or lesser cost. In
addition, the Company will have the right to take out life, health, accident,
“key-man” or other insurance covering Executive, in the name of the Company and
at the Company’s expense and for the Company’s benefit, in any amount deemed
appropriate by the Company. Executive will assist the Company in obtaining such
insurance, including, without limitation, submitting to any required
examinations and providing information and data required by insurance
companies.

     

    2.5          Business Expenses. The Company
will reimburse Executive for reasonable Company-related travel, entertainment,
professional licensing, continuing education and other expenses reasonably
incurred by Executive on behalf of the Company pursuant to the Company’s expense
reimbursement policy for its employees.

     

    
      
        
        

      

      
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    2.6          Equity
Compensation. 

     

    (a)           Initial Stock Option.
Executive acknowledges he was granted an option to purchase up to 300,000
shares of Common Stock of the Company (the “Initial Stock Option”). The Initial
Stock Option has an exercise price equal to the Fair Market Value of the
Company’s Common Stock as defined in the Micromet, Inc. 2003 Equity Incentive
Award Plan (the “Plan”). The Initial Stock Option has been granted as an
incentive stock option to the maximum extent permitted by law, and otherwise as
a non-qualified stock option. The Initial Stock Option is subject to the Plan
and the Company’s standard form of stock option agreement, which Executive has
executed as a condition to this grant. The Initial Stock Option will vest over
a four-year period, with 25% of the shares subject to the Initial Stock Option
vesting after 12 months of the date of the Original Employment Agreement, and
1/48 of the shares subject to the options vesting on a monthly basis
thereafter.

     

    (b)           Participation in Future Grants.
In addition to the Initial Stock Option, Executive will be eligible to
participate in any equity or other employee benefit plan that is generally
available to senior executive officers of the Company. Except as otherwise
provided in this Agreement, Executive’s participation in and benefits under any
such plans will be on the terms and subject to the conditions specified in the
governing document of the particular plan.

     

    (c)           Acceleration of
Vesting. The provisions concerning vesting pursuant to clauses (i),
(ii) and (iii) below will be cumulative, and are hereby deemed to be a part of
all stock options, including the Initial Stock Option, restricted stock and such
other awards granted pursuant to the Company’s stock option and equity incentive
award plans or agreements and any shares of stock issued upon exercise thereof,
(each a “Stock Award”)
and to supersede any less favorable provision in any agreement or plan regarding
such Stock Award.

     

    (i)           If
Executive’s employment is terminated by the Company without Cause, by Executive
for Good Reason, or as a result of Executive’s death or Disability (all as
defined in Section 6 below), Executive’s outstanding unvested Stock Awards that
would have vested over the twelve (12) month period following the date of
termination had Executive remained continuously employed by the Company during
such period, will be automatically vested and exercisable on the date of
termination. For purposes of this Section 6.2(c), the definition of Cause, Good
Reason and Disability in Section 6 of this Agreement supersedes any such
definitions in the Plan.

     

    (ii)           On
the effective date of a Change of Control (as defined in the Plan), fifty
percent (50%) of Executive’s outstanding unvested Stock Awards will be
automatically vested and exercisable. The portion of any outstanding Stock Award
that remains unvested after the application of the accelerated vesting under
this Section will continue to vest on the same schedule, but the number of
shares vesting on each installment will be reduced on a pro rata basis to take
into account the accelerated vesting herein.

     

    (iii)           If
this Agreement is terminated by the Company without Cause or by Executive for
Good Reason within six (6) months prior to or twenty-four (24) months following
a Change of Control, all of Executive’s outstanding unvested Stock Awards will
be automatically vested and exercisable on the later of the date of termination
or the Change of Control. If any such unvested Stock Awards have been
terminated, the Company will make a cash payment to the Executive, no later than
ten (10) days after the effective date of the Change of Control, equal to the
economic value of the terminated Stock Award to Executive at the time of the
Change of Control (calculated for stock options as the difference between the
exercise price of the option and the fair market value of the shares underlying
the option at the time of the Change of Control, and for stock awards as the
fair market value of the shares at the time of the Change of Control less any
amounts paid to Executive for the repurchase of such shares).

     

    
      
        
        

      

      
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    3.           D&O
Insurance and Indemnification

     

    3.1          D&O Insurance. The Company
will obtain and maintain at the Company’s expense during the term of this
Agreement and for six (6) years thereafter liability insurance for the directors
and officers of the Company (D&O insurance) in the amount of at least US$ 10
million for any acts or omissions of Executive covered by the applicable
insurance policy.

     

    3.2          Indemnification. The Company
and Executive acknowledge that they have entered into a separate indemnification
agreement, and the Company will indemnify Executive in accordance with the terms
of such agreement.

     

    4.           Outside
Activities During Employment

     

    4.1          Exclusive Employment.
Executive will not  engage in any business activity which, in the
reasonable judgment of the Chief Executive Officer, is likely to interfere with
Executive’s ability to discharge his duties and responsibilities to the Company.
Executive may engage in civic and not-for-profit activities, and participate in
industry associations so long as such activities do not materially interfere
with the performance of his duties hereunder. Executive agrees that he will not
join any boards, other than community and civic boards and boards of industry
associations which do not interfere with his duties to the Company, without the
prior approval of the Board. 

     

    4.2          No Adverse Interests. Except
as permitted by Section 4.3, Executive agrees not to acquire, assume or
participate in, directly or indirectly, any position, investment or interest
known by him to be adverse or antagonistic to the Company, its business or
prospects, financial or otherwise, or engage in any business that creates a
conflict of interest with his duties of loyalty to the Company.

     

    4.3          Non-Competition during Term of
Agreement. During the term of this Agreement, except on behalf of the
Company or as expressly authorized by the Board, Executive will not directly or
indirectly, whether as an officer, director, stockholder, partner, proprietor,
associate, representative, consultant, or in any capacity whatsoever engage in,
become financially interested in, be employed by or have any business connection
with any other person, corporation, firm, partnership or other entity whatsoever
which were known by him to compete directly with the Company, throughout the
world, in any line of business engaged in (or planned to be engaged in) by the
Company; provided,
however, that anything above to the contrary notwithstanding, he or his
immediate family may own, as a passive investor, securities of any competitor
corporation, so long as his direct holdings in any one such corporation will not
in the aggregate constitute more than one percent (1%) of the voting stock of
such corporation.

     

    
      
        
        

      

      
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    5.           
 Proprietary Information Obligations

     

    As a
condition of employment, Executive agrees to execute and abide by the
Proprietary Information and Inventions Agreement attached hereto as Exhibit A, which
may be amended by the parties from time to time without regard to this
Agreement. The Proprietary Information and Inventions Agreement contains
provisions that are intended by the parties to survive and that do survive
termination or expiration of this Agreement.

     

    6.            
Termination Of Employment

     

    The
parties acknowledge that Executive’s employment with the Company is terminable
at will. The provisions of in this Section governing the amount of compensation,
if any, to be provided to Executive upon termination of employment do not alter
this at will status.

     

    6.1           Termination
by the Company for Cause

     

    (a)           The
Company may terminate this Agreement at any time for Cause by written notice to
Executive effective upon receipt. “Cause” means that the Board of
Directors has determined in good faith that Executive has engaged in any of the
following: (i) a material breach of this Agreement or any other written
agreement between Executive and the Company; (ii) gross negligence or gross
misconduct in the performance of his duties; (iii) the commission of any act or
omission constituting dishonesty or fraud that is injurious to the Company or
any successor or affiliate thereof; (iv) any conviction of, or plea of “guilty”
or “no contest” to, a felony; (v) conduct by Executive which demonstrates gross
unfitness to serve; (vi) failure to attempt in good faith to implement a clear,
reasonable and legal directive of the Company’s Chief Executive Officer, the
Board or any Board committee; (vii) persistent and severe unsatisfactory
performance of job duties; or (viii) breach of a fiduciary duty.

     

    (b)           If
the Company terminates this Agreement for Cause, the Company will pay Executive
(i) the Base Salary due Executive through the date of termination, and (ii) for
any accrued PTO not taken at the time of termination. Executive will not be
entitled to receive any Severance Benefits (as defined in Section 6.2 below),
unpaid bonuses or other compensation, except as set forth in Section 6.1(c)
below.

     

    (c)           If
the Company terminates this Agreement for Cause solely on the basis of Section
6.1(a)(vii) above, provided that Executive executes and does not revoke a
Release as provided in Section 7 and complies with Section 6.7(b), the Company
will pay Executive, in lieu of any other severance benefits, an amount equal to
three (3) months of Executive’s Base Salary on the date of termination. The
payment due pursuant to this Section 6.1(c) will be payable as a lump sum
payment no later than the first business day following the date on which
Executive’s right to revoke any waiver and release of legal claims has expired.
In addition, Executive’s outstanding unvested Stock Awards that would have
vested over the three (3) month period following the date of termination had
Executive remained continuously employed by the Company during such period, will
be automatically vested and exercisable on the date of termination.

     

    
      
        
        

      

      
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    6.2           Termination
by the Company without Cause.

     

    (a)           The
Company may terminate this Agreement at any time without Cause by written notice
to Executive effective upon receipt or on a later termination date agreed with
Executive.

     

    (b)           If
the Company terminates Executive’s employment without Cause, the Company will
pay Executive (i) the Base Salary due Executive through the date of termination,
(ii) for any accrued PTO not taken at the time of termination, and (iii) any
other amounts to which Executive is entitled at the time of termination under
any bonus or compensation plan or practice of the Company; provided, however, that any
bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and
not this Section.

     

    (c)           In
addition, and provided that Executive executes and does not revoke a Release as
provided in Section 7 and complies with Section 6.7(b), the Company will pay or
grant Executive, in lieu of any other severance benefits or any other
compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if
the Company has established any compensation plan or severance benefit that is
more favorable to Executive than any of the Severance Benefits, the Company will
pay to Executive such more favorable benefit in lieu of the corresponding
Severance Benefit set forth below:

     

    (i)           An
amount equal to the Base Salary for a period of twelve (12) months from the date
of termination, less any payroll withholding and deductions due on such salary
in accordance with applicable law, payable as a lump sum payment no later than
the first business day following the date on which Executive’s right to revoke
any waiver and release of legal claims has expired;

     

    (ii)          If,
at the time of termination of this Agreement, the Company has not yet paid to
the Executive a bonus under the MICP for the year preceding the year in which
this Agreement is terminated, the Executive will be eligible for such bonus on
the same basis as other executive level employees, and if other executive level
employees receive a bonus under the MICP for the preceding year, the Company
will pay Executive the bonus pursuant to the MICP; provided, however, that the
percentage of the Company’s achievement of corporate goals which is used in the
calculation of a portion of such bonus, will be the same as the percentage
established by the compensation committee of the Board for other executive level
employees; and provided
further that the percentage of Executive’s achievement of his personal
goals for the preceding year, which is used in the calculation of a portion of
such bonus, will not be less than the average of the percentages achieved in the
preceding three (3) years.

     

    (iii)        A
Bonus for the year in which this Agreement is terminated prorated for the period
during such year Executive was employed prior to the date of termination (or the
full amount of the Bonus if Executive’s employment is terminated within six (6)
months prior to or twelve (12) months following a Change of Control), payable as
a lump sum payment no later than the first business day following the date on
which Executive’s right to revoke any waiver and release of legal claims has
expired; “Bonus” means
the average of the bonuses awarded to Executive for each of the three (3) fiscal
years prior to the date of termination, or such lesser number of years as may be
applicable if Executive has not been employed for three (3) full years on the
date of termination. For purposes of determining Executive’s Bonus, to the
extent Executive received no bonus in a year in which other executives received
bonuses, such year will still be taken into account (using zero (0) as the
applicable bonus) in determining Executive’s Bonus, but if Executive did not
receive a bonus for a year in which no executive received a bonus, such year
will not be taken into account and if any portion of the bonuses awarded to
Executive consisted of securities or other property, the fair market value
thereof will be determined in good faith by the Board;

     

    
      
        
        

      

      
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    (iv)           Acceleration
of vesting of Stock Awards pursuant to the applicable subsection of Section
2.6(c);

     

    (v)           During
the period beginning on the first business day following the date on which
Executive’s right to revoke any waiver and release of legal claims has expired
and ending on the earlier of the date (1) which is twelve (12) months following
the date of termination or (2) on which Executive has accepted a full time
position, executive-level outplacement services at the Company’s expense, not to
exceed US$15,000, by a firm selected by Executive from a list compiled by the
Company;

     

    (vi)           Provided
the Executive is participating the Company’s health insurance plan on the
termination date, for the period beginning on the date of termination and ending
on the date which is twelve (12) full months following the date of termination
(or, if earlier, the date on which the applicable continuation period under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or applicable state
continuation coverage law expires), reimburse Executive (1) for the costs
associated with continuation coverage pursuant to COBRA or applicable state
continuation coverage laws, for Executive and his eligible dependents who were
covered under the Company’s health insurance plans as of the date of the
termination of this Agreement (provided that Executive will be solely
responsible for all matters relating to his continuation of coverage pursuant to
COBRA or any corresponding state law, including, without limitation, his
election of such coverage and his timely payment of premiums), or (2) if
Executive is participating the Company’s health insurance plans on the
termination date and is not eligible for continuation coverage pursuant to
either COBRA or any corresponding state law, for the premiums for conversion
coverage if available, otherwise for the premiums of any health insurance with
coverage comparable to that under the Company’s health insurance plans for
Executive and his eligible dependents who were covered under the Company’s
health insurance plans as of the date of the termination of this Agreement in
either case up to a maximum of 2 times the premium paid by the Company on the
Executive’s behalf under the Company’s plan; and

     

    (vii)           For
the period beginning on the date of termination and ending on the date which is
twelve (12) full months following the date of termination, pay to Executive the
amount of any life insurance premiums it
was paying prior to the date of the termination of this Agreement.

     

    
      
        
        

      

      
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    (d)           The
Company will have the right to withhold further payments of unpaid Severance
Benefits upon its notice to Executive of the Board’s good faith reasonable
belief, and the basis for the reasonable belief, that Executive has breached any
of his post-termination obligations to the Company under applicable laws and as
defined in this Agreement and the PIIA.

     

    6.3           Termination
by Executive for Good Reason.

     

    (a)           If
Executive has not previously received a notice of termination from the Company,
Executive may terminate this Agreement at any time for Good Reason by written
notice to the Company as provided below. “Good Reason” means: (i) any
material diminution of Executive’s authority, duties or responsibilities; (ii)
any reduction by the Company in Executive’s Base Salary; (iii) a relocation of
Executive’s place of employment to a location in excess of 50 miles from the
Company’s current offices in Bethesda, MD; (iv) any material breach of this
Agreement by the Company; (v) any failure to pay Executive the earned bonus for
any period under the MICP or any other bonus or incentive plan adopted by the
Company, if a majority of other officers of the Company or any successor or
affiliate have been paid bonuses for such period under such plan, which, for
purposes of this provision, will be a material breach of this Agreement; or (vi)
any failure by the Company to obtain the assumption of this Agreement by any
successor or assign of the Company which, for purposes of this provision, will
be a material breach of this Agreement. Notwithstanding the foregoing, any
actions taken by the Company to accommodate a disability of Executive or
pursuant to the Family and Medical Leave Act or an applicable state leave law
will not be a Good Reason for purposes of this Agreement; provided, however, that it
will only be deemed Good Reason if (i) the Company is given written notice from
Executive within ninety (90) days following the first occurrence of a condition
that Executive considers to constitute Good Reason describing the condition and
the Company fails to remedy such condition within thirty (30) days following
such written notice, and (ii) Executive resigns from employment effective on a
date that is within ninety (90) days following the end of the period within
which the Company was entitled to remedy the condition constituting Good Reason
but failed to do so.

     

    (b)           If
Executive terminates this Agreement for Good Reason, the Company will pay
Executive (i) the Base Salary due Executive through the date of termination,
(ii) for any accrued PTO not taken at the time of the receipt of the notice of
termination, and (iii) any other amounts to which Executive is entitled at the
time of termination under any bonus or compensation plan or practice of the
Company provided, however,
that any bonus payments under the MICP will be governed by Section
6.2(c)(ii) and not this Section.

     

    (c)           In
addition, provided that Executive executes and does not revoke a Release as
provided in Section 7 and complies with Section 6.7(b), the Company will pay or
grant Executive, in lieu of any other severance benefits or any other
compensation, the Severance Benefits set forth in Section 6.2(c).

     

    (d)           The
Company will have the right to withhold further payments of unpaid Severance
Benefits upon its notice to Executive of the Board’s good faith reasonable
belief, and the basis for the reasonable belief, that Executive has breached any
of his post-termination obligations to the Company under applicable laws and as
defined in this Agreement and the PIIA.

     

    
      
        
        

      

      
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    6.4           Termination
by Executive Without Good Reason.

     

    (a)           Executive
may terminate this Agreement at any time without Good Reason effective thirty
(30) days after written notice to the Company or on such other termination date
agreed with the Company.

     

    (b)           If
Executive terminates this Agreement without Good Reason, the Company will pay
Executive (i) the Base Salary due Executive through the date of termination,
(ii) for any accrued PTO not taken at the time of the receipt of the notice of
termination, and (iii) any other amounts to which Executive is entitled under
any bonus or compensation plan or practice of the Company at the time of
termination. Executive will not be entitled to receive any Severance
Benefits.

     

    6.5           Termination
for Death.

     

    (a)           This
Agreement will terminate immediately upon Executive’s death.

     

    (b)           Upon
termination of this Agreement due to Executive’s death, the Company will pay to
any beneficiaries designated by Executive in writing in Exhibit C, or in the
absence of such designation, to Executive’s estate, (each a “Death Benefits Recipient”) (i)
the Base Salary due Executive through the date of termination, (ii) for any
accrued PTO not taken by the Executive at the time of termination, and (iii) any
other amounts to which Executive was entitled at the time of termination under
any bonus or compensation plan or practice of the Company, provided, however, that any
bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not
this Section;

     

    (c)           In
addition, the Company will pay the Death Benefits Recipient(s), in lieu of
any other severance benefits or any other compensation, the Severance Benefits
set forth in Section 6.2(c)(i) - (iv); provided that if the Company
provides the Executive with life insurance coverage which is at least two (2)
times the Executive’s Base Salary, then the payment of such life insurance to
the beneficiaries designated in the insurance policy will replace the Company’s
obligation to pay the Death Benefits Recipient(s) the Severance Benefits set
forth in Section 6.2(c)(i) – (iii).

     

    (d)           In
addition, provided the Executive’s dependents are participating in the Company’s
health insurance plan at the time of his death, for the period beginning on the
date of death and ending on the date which is twelve (12) full months following
the date of death (or, if earlier, the date on which the applicable continuation
period under COBRA or applicable state coverage continuation coverage laws
expires), the Company will reimburse Executive’s eligible dependents (1) for the
costs associated with continuation coverage for such eligible dependents
pursuant to COBRA or any corresponding state law) (provided that Executive’s
dependents will be solely responsible for all matters relating to such
continuation of coverage pursuant to COBRA or any corresponding state law,
including, without limitation, election of such coverage and the timely payment
of premiums), or (2) if Executive’s dependents are participating the Company’s
health insurance plans on the termination date and are not eligible for
continuation coverage pursuant to either COBRA or any corresponding state law,
for the premiums for conversion coverage if available, otherwise for the
premiums of any health insurance with coverage comparable to that under the
Company’s health insurance plans for Executive and his eligible dependents who
were covered under the Company’s health insurance plans as of the date of the
termination of this Agreement in either case up to a maximum of 2 times the
premium paid by the Company on the Executive’s behalf under the Company’s plan ;
and

     

    
      
        
        

      

      
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    (e)           Executive
may change any beneficiary designated in Exhibit C by written
notice to the Company.

     

    


    6.6          Termination
for Disability.

     

    (a)           The
Company may terminate this Agreement for Executive’s Disability by written
notice to Executive effective upon receipt or per a termination date agreed with
Executive. “Disability”
will be deemed to have occurred if Executive was physically or mentally
incapacitated or disabled or otherwise unable fully to discharge his duties
hereunder for (i) a period in excess of ninety (90) consecutive days, or (ii) a
period in excess of one hundred twenty (120) days in the aggregate in any
consecutive one hundred eighty (180) day period. This definition will be
interpreted and applied consistent with the Americans with Disabilities Act, the
Family and Medical Leave Act and other applicable law. The existence of
Executive’s Disability will be determined by the Company on the advice of a
physician chosen by the Company and either the Executive or, in the event of
mental disability, Executive’s Death Benefits Recipients. The Company reserves
the right to have Executive examined by such physician at the Company’s
expense.

     

    (b)           If
the Company terminates this Agreement for Executive’s Disability, the Company
will pay Executive (i) the Base Salary due Executive through the date of
termination, (ii) for any accrued PTO not taken at the time of termination, and
(iii) any other amounts to which Executive is entitled at the time of
termination under any bonus or compensation plan or practice of the Company provided, however, that any
bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not
this Section.

     

    (c)           In
addition, provided that Executive executes and does not revoke a Release as
provided in Section 7 and complies with Section 6.7(b), the Company will pay or
grant Executive, in lieu of any other severance benefits or any other
compensation, the Severance Benefits set forth in Section 6.2(c) (i)-(iv), (vi)
and (vii); provided that
if the Company provides the Executive with long term disability insurance
coverage at not less than 80% of his Base Salary with eligibility for coverage
to the age of 65, then the payment pursuant to such insurance will replace the
Company’s obligation to pay the Severance Benefits set forth in Section
6.1(c)(i) – (iii). At Executive’s election he may pay the premium for this long
term disability coverage.

     

    (d)           The
Company will have the right to withhold further payments of unpaid Severance
Benefits upon its notice to Executive of the Board’s good faith reasonable
belief, and the basis for the reasonable belief, that Executive has breached any
of his post-termination obligations to the Company under applicable laws and as
defined in this Agreement and the PIIA.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    6.7          Cooperation
Obligations.

     

    (a)           Transition Activities. After
delivery or receipt by Executive of any notice of termination, and for a
reasonable period following any termination of this Agreement (to include any
period for which Executive has been provided Base Salary as a severance
benefit), Executive will fully cooperate with the Company in all matters
relating to the winding up of Executive’s pending work and the orderly transfer
of any such pending work to such other employees as may be designated by the
Company. 

     

    (b)           Return of the Company’s
Property. If the Company has delivered or received a notice of
termination of this Agreement, the Company will have the right, at its option,
to require Executive to vacate his offices and to cease all activities on the
Company’s behalf prior to the effective date of termination. Upon the
termination of this Agreement, as a condition to Executive’s receipt of any
post-termination benefits described in this Agreement, Executive will
immediately surrender to the Company all lists, books and records of, or in
connection with, the Company’s business, and all other tangible and intangible
property belonging to the Company, it being distinctly understood that all such
lists, books and records, and other property, are the property of the Company.
Executive will deliver to the Company a signed statement certifying compliance
with this Section 6.7 prior to the receipt of any post-termination benefits
described in this Agreement

     

    (c)           Litigation. After the
termination of this Agreement, Executive will cooperate with the Company in
responding to the reasonable requests of the Company’s Chairman of the Board,
CEO or General Counsel, in connection with any and all existing or future
litigation, arbitrations, mediations or investigations brought by or against the
Company, or its or their respective affiliates, agents, officers, directors or
employees, whether administrative, civil or criminal in nature, in which the
Company reasonably deems Executive’s cooperation necessary or desirable. In such
matters, Executive agrees to provide the Company with reasonable advice,
assistance and information, including offering and explaining evidence,
providing sworn statements, and participating in discovery and trial preparation
and testimony. Executive also agrees to promptly send the Company copies of all
correspondence (for example, but not limited to, subpoenas) received by
Executive in connection with any such legal proceedings, unless Executive is
expressly prohibited by law from so doing. 

     

    (d)           Expenses and Fees. The Company
will reimburse Executive for reasonable out-of-pocket expenses incurred by
Executive as a result of his cooperation with the obligations described in this
Section 6.7, within thirty (30) days of the presentation of appropriate
documentation thereof, in accordance with the Company’s standard reimbursement
policies and procedures. Except as provided in the preceding sentence, Executive
will not be entitled to any compensation for activities performed pursuant to
this Section 6.7 during the period for which Executive has been provided Base
Salary as a severance benefit. Thereafter, the Company will pay Executive a
compensation for activities performed pursuant to this Section 6.7 based on an
hourly rate of 160th of
Executive’s monthly Base Salary immediately preceding the termination of
employment (the “Fees”).
In performing obligations under this Section 6.7 following termination of this
Agreement, Executive agrees and acknowledges that he will be serving as an
independent contractor, not as a Company employee, and he will be entirely
responsible for the payment of all income taxes and any other taxes due and
owing as a result of the payment of Fees, will not be eligible to participate in
any Company benefit plans while performing such services.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    7.          
  Release

     

    As a
condition precedent to receipt of any Severance Benefits, Executive will provide
the Company with an executed and effective general release substantially in the
form attached hereto as Exhibit B (the
“Release”), or a release
in such other form as the parties may agree upon at the time. Such Release must
be executed and delivered to the Company by no later than forty-five (45) days
after the date of Executive’s termination from employment, and Executive shall
not be entitled to any Severance Benefits if he delivers the Release after that
time.

     

    8.            
Non-Competition

     

    Executive
will not, for a period of twelve (12) months from the termination of this
Agreement, for Executive’s own account, or as owner, manager, officer,
shareholder, consultant, director, representative or employee of a company,
participate in the research or development of (i) antibodies against the EpCAM
target molecule, or (ii) BiTE antibodies or active agents which trigger the same
mechanism as BiTE antibodies (collectively, the “Non-Compete Field”). The Board
may, in its discretion, reduce the scope of the Non-Compete Field.

     

    9.            
Non-Solicitation

     

    While
employed by the Company, and for a period of six (6) months from the termination
of this Agreement, Executive will not interfere with the business of the Company
by (a) soliciting, attempting to solicit, inducing, or otherwise causing any
employee of the Company to terminate employment in order to become an employee,
consultant or independent contractor to or for any other person or entity; or
(b) directly or indirectly causing any third party that provides services to the
Company to terminate, diminish, or materially alter in a manner harmful to the
Company its relationship with the Company.

     

    10.          General
Provisions

     

    10.1        Notices. Any notices provided
hereunder must be in writing and will be deemed effective upon the earlier of
personal delivery or receipt if delivered by mail or courier service, to the
Company at its primary office location and to Executive at his address as listed
on the Company payroll or Executive’s then current place of abode.

     

    10.2        Confidentiality. Unless
publicly disclosed by the Company, Executive will hold the provisions of this
Agreement in strictest confidence and will not publicize or disclose this
Agreement in any manner whatsoever; provided, however,
that Executive may disclose this Agreement: (a) to Executive’s immediate
family; (b) in confidence to his attorneys, accountants, auditors, tax
preparers, and financial advisors; (c) insofar as such disclosure may be
necessary to enforce its terms or as otherwise permitted or required by law. In
particular, and without limitation, Executive agrees not to disclose the terms
of this Agreement to any current or former employee of the Company.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    10.3        Reasonableness of
Restrictions. Executive acknowledges and agrees that (a) he has read this
Agreement in its entirety and understands it, (b) the limitations imposed in
this Agreement do not prevent him from earning a living or pursuing his career
following the termination of this Agreement, and (c) the restrictions contained
in this Agreement are reasonable, proper, and necessitated by the Company’s
legitimate business interests. Executive represents and agrees that he is
entering into this Agreement freely and with knowledge of its contents with the
intent to be bound by the Agreement and the restrictions contained in
it.

     

    10.4        Arbitration and Remedies. The
parties recognize that litigation in federal or state courts or before federal
or state administrative agencies of disputes arising out of Executive’s
employment with the Company or out of this Agreement, or Executive’s termination
of employment or termination of this Agreement, may not be in the best interests
of either Executive or the Company, and may result in unnecessary costs, delays,
complexities, and uncertainty. The parties agree that any dispute between the
parties arising out of or relating to the negotiation, execution, performance or
termination of this Agreement or Executive’s employment, including, but not
limited to, any claim arising out of this Agreement, claims under Title VII of
the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act of
1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family
Medical Leave Act, Executive Retirement Income Security Act, and any similar
federal, state or local law, statute, regulation, or any common law doctrine,
whether that dispute arises during or after employment, but excluding claims
under or relating to Section 4.3, 6.7(b), 8 or 9 of this Agreement or relating
to any separate agreements between the parties (including the Proprietary
Information and Inventions Agreement) which do not specify arbitration as the
exclusive remedy and which may be pursued in any court of applicable
jurisdiction (such claims, the “Excluded Claims”), will be
settled by binding arbitration in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association by a
single arbitrator selected in accordance with said rules; provided however, that as it
may be impossible to assess the damages caused by violation of this Agreement or
any of its terms, the parties agree upon the threatened or actual violation of
this Agreement or any of its terms the aggrieved party will have the right to
obtain injunctive relief from a court, without bond and without prejudice to any
other rights and remedies for a breach or threatened breach of this
Agreement. The
location for the arbitration will be the Washington, D.C. metropolitan area. Any
award made by such panel will be final, binding and conclusive on the parties
for all purposes, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. The arbitrators’ fees and
expenses and all administrative fees and expenses associated with the filing of
the arbitration will be borne by the Company; provided however, that at Executive’s
option, Executive may voluntarily pay up to one-half the costs and fees. The
parties acknowledge and agree that their obligations to arbitrate under this
Section survive the termination of this Agreement and continue after the
termination of the employment relationship between Executive and the Company.
The parties each further agree that the arbitration provisions of this Agreement
will provide each party with its exclusive remedy, and each
party expressly waives any right it might have to seek redress in any other
forum, except as otherwise expressly provided in this Agreement. By election
arbitration as the means for final settlement of all claims (other than the
Excluded Claims), the parties
hereby waive their respective rights to, and agree not to, sue each other in any
action in a Federal, State or local court with respect to such claims, but may
seek to enforce in court an arbitration award rendered pursuant to this
Agreement. The parties specifically agree to waive their respective rights to a
trial by jury, and further agree that no demand, request or motion will be made
for trial by jury.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    10.5        Surviving Clauses. Sections
2.6(c), 3,
5, 6,
7,
8,
9
and 10 (including the definitions of any defined terms referenced therein) will
survive any termination or expiration of this Agreement.

     

    10.6        Severability. In the event
that a court finds this Agreement, or any of its restrictions, to be ambiguous,
unenforceable, or invalid, the parties agree that the court will read the
Agreement as a whole and interpret the restriction(s) at issue to be enforceable
and valid to the maximum extent allowed by law. If the court declines to enforce
this Agreement in the manner provided in this Section 10.6, Executive and the
Company agree that this Agreement will be automatically modified to provide the
Company with the maximum protection of its business interests allowed by law and
Executive agrees to be bound by this Agreement as modified. In case any one or
more of the provisions, subsections, or sentences contained in this Agreement
will, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability will not affect the
other provisions of this Agreement, and this Agreement will be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.

     

    10.7        Waiver. If either party should
waive any breach of any provisions of this Agreement or fail to enforce
performance by the other party, he or it will not thereby be deemed to have
waived any preceding or succeeding breach or performance of the same or any
other provision of this Agreement. Any such waiver will be effective only if
made in writing and signed by the Party waiving such breach or
performance.

     

    10.8        Complete Agreement; Amendment.
This Agreement and its Exhibits, constitute the entire agreement between
Executive and the Company and it is the complete, final, and exclusive
embodiment of their agreement with regard to this subject matter. This Agreement
replaces all previous agreements regarding the service relationship of Executive
with the Company. It is entered into without reliance on any promise or
representation other than those expressly contained herein. This Agreement
cannot be modified or amended except in a writing signed by an authorized
representative of the Company and Executive.

     

    10.9        Counterparts. This Agreement
may be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.

     

    10.10     Assignment;
Assumption by Successor; Non-transferability of Interest.

     

    (a)           The
Company may assign this Agreement, without the consent of Executive, to any
business entity which at any time, whether by purchase, merger or otherwise,
directly or indirectly, acquires all or substantially all of the assets or
business of the Company. The Company will require any successor (whether direct
or indirect, by purchase, merger or otherwise) to all or substantially all of
the business or assets of the Company expressly to assume and to agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place;
provided, however, that
no such assumption will relieve the Company of its obligations hereunder. As
used in this Agreement, the “Company” will mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law or otherwise.


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (b)           None
of the rights of Executive to receive any form of compensation payable pursuant
to this Agreement will be assignable or transferable except through a
testamentary disposition or by the laws of descent and distribution upon the
death of Executive. Any attempted assignment, transfer, conveyance, or other
disposition (other than as aforesaid) of any interest in the rights of Executive
to receive any form of compensation to be made by the Company pursuant to this
Agreement will be void.

     

    10.11                     Headings. The headings of the
sections hereof are inserted for convenience only and will not be deemed to
constitute a part hereof nor to affect the meaning thereof. 

     

    10.12                     Construction. The language in
all parts of this Agreement will in all cases be construed simply, according to
its fair meaning, and not strictly for or against any of the parties hereto.
Without limitation, there will be no presumption against any party on the ground
that such party was responsible for drafting this Agreement or any part
thereof.

     

    10.13                     Choice of Law. All questions
concerning the construction, validity, interpretation of this Agreement will be
governed by the laws of the State of Maryland as applicable to contracts made
and wholly performed within the State of Maryland by residents of that
State.

     

    10.14                     Application of Section
409A.

     

    (a)           Notwithstanding
anything to the contrary set forth herein, any payments and benefits provided
under this Agreement that constitute “deferred compensation” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations and other guidance thereunder and any state law of similar effect
(collectively “Section
409A”) shall not commence in connection with Executive’s termination of
employment unless and until the Executive has also incurred a “separation from
service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)
(“Separation From
Service”), unless the Company reasonably determines that such amounts may
be provided to Executive without causing him to incur the additional 20% tax
under Section 409A.

     

    (b)           If
the Company (or, if applicable, the successor entity thereto) determines that
any severance payments constitute “deferred compensation” under Section 409A and
Executive is, on the termination of service, a “specified employee” of the
Company or any successor entity thereto, as such term is defined in Section
409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the
incurrence of the adverse personal tax consequences under Section 409A, the
timing of the severance payments shall be delayed until the earlier to occur of:
(i) the date that is six months and one day after Executive’s Separation From
Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment
Date”). On the Specified Employee Initial Payment Date, the Company (or
the successor entity thereto, as applicable) shall (A) pay to Executive a lump
sum amount equal to the sum of the severance payments that Executive would
otherwise have received through the Specified Employee Initial Payment Date if
the commencement of the severance payments had not been so delayed pursuant to
this Section and (B) commence paying the balance of the severance pay in
accordance with the applicable payment schedules set forth in this
Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (c)           To
the extent that any cash payment for which the Company or its successor may
become obligated to pay under Section 2.6(c)(iii) above is deferred compensation
for purposes of Section 409A, then the definition of Change of Control for
purposes of triggering a payment to Executive under that provision shall be
limited to those events that constitute “change in control events” as specified
in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the
additional 20% tax under section 409A.

     

    (d)           The
Company’s obligations to make any reimbursements or provide in-kind benefits to
Executive shall be subject to the following restrictions: (a) Executive must
provide documentation of any reimbursable expenses in accordance with the
Company’s then existing policies and procedures, (b) the expenses paid or
reimbursed by the Company in one calendar year shall not affect the expenses
paid or reimbursed in another calendar year, and (c) the reimbursement for any
expenses shall be made within a reasonable period of time following the date on
which the Company receives written documentation of the expense, provided that
all expenses will be reimbursed on or before the last day of the calendar year
following the calendar year in which the expense was incurred.

     

    In Witness
Whereof, the parties have executed this Agreement on the day and year
first above written.

     

    Micromet,
Inc.

     

    


     

    


     

    /s/ CHRISTIAN ITIN            

     

    Name:
Christian Itin

     

    Title:
President and CEO

     

    


     

    


     

    /s/ MARK REISENAUER                                                            

     

    Mark
Reisenauer

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    Exhibit
A

     

    Micromet,
Inc.

     

    EMPLOYEE
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

    


    In
consideration of my employment or continued employment by Micromet, Inc., its
subsidiaries, parents, affiliates, successors and assigns (together, the “Company”) and the compensation
now and hereafter paid to me, I hereby enter into this Proprietary Information
and Inventions Agreement (the “Agreement”) and agree as
follows:

    


    1.       
     Nondisclosure.

     

    (a)           Recognition of the Company's Rights;
Nondisclosure. I understand and acknowledge that my employment by the
Company creates a relationship of confidence and trust with respect to the
Company’s Proprietary Information (defined below) and that the Company has a
protectable interest therein. At all times during my employment and thereafter,
I will hold in strictest confidence and will not disclose, use, lecture upon or
publish any of the Company's Proprietary Information, except as such disclosure,
use or publication may be required in connection with my work for the Company,
or unless an officer of the Company expressly authorizes such in writing. I will
obtain the Company's written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to my work
at the Company and/or incorporates any Proprietary Information. I hereby assign
to the Company any rights I may have or acquire in such Proprietary Information
and recognize that all Proprietary Information will be the sole property of the
Company and its assigns. I will take all reasonable precautions to prevent the
inadvertent or accidental disclosure of Proprietary Information.

     

    (b)           Proprietary Information. The
term “Proprietary
Information” will mean any and all confidential and/or proprietary
knowledge, data or information of the Company, its affiliates, parents and
subsidiaries, whether having existed, now existing, or to be developed during my
employment. By way of illustration but not limitation, “Proprietary Information”
includes (a) the identity, structure, chemical formula and composition of any
materials in research or development by the Company; procedures and formulations
for producing or manufacturing any such materials; all information relating to
preclinical and clinical studies and the results thereof; regulatory
documentation and/or submissions and information relating to the regulatory
status of any such materials; any data, reports, analyses, techniques,
processes, technical information, ideas, know-how, trade secrets, patents,
patent applications or inventions and any other proprietary technology and all
Proprietary Rights therein (hereinafter collectively referred to as “Inventions”);
(b) information regarding research, development, ongoing or potential
projects, grants, grant proposals, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and costs,
margins, discounts, credit terms, pricing and billing policies, quoting
procedures, methods of obtaining business, forecasts, future plans and potential
strategies, financial projections and business strategies, operational plans,
financing and capital-raising plans, activities and agreements, internal
services and operational manuals, methods of conducting Company business,
suppliers and supplier information, and purchasing; (c) information regarding
customers and potential customers of the Company, including customer lists,
names, representatives, their needs or desires with respect to the types of
products or services offered by the Company, proposals, bids, contracts and
their contents and parties, the type and quantity of products and services
provided or sought to be provided to customers and potential customers of the
Company and other non-public information relating to customers and potential
customers; (d) information regarding any of the Company’s business partners and
their services, including names; representatives, proposals, bids, contracts and
their contents and parties, the type and quantity of products and services
received by the Company, and other non-public information relating to business
partners; (e) information regarding personnel, employee lists, compensation, and
employee skills; and (f) any other non-public information which a competitor of
the Company could use to the competitive disadvantage of the Company.
Notwithstanding the foregoing, it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry
through no breach of this agreement or other act or omission by me, and I am
free to discuss the terms and conditions of my employment with others to the
extent permitted by law.

     

    (c)           Third Party Information. I
understand, in addition, that the Company has received and in the future will
receive from third parties their confidential and/or proprietary knowledge,
data, or information (“Third
Party Information”). During my employment and thereafter, I will hold
Third Party Information in the strictest confidence and will not disclose to
anyone (other than the Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with my
work for the Company, Third Party Information unless expressly authorized by an
officer of the Company in writing.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    (d)           Term of Nondisclosure
Restrictions. I understand that Proprietary Information and Third Party
Information is never to be used or disclosed by me, as provided in this Section
1. If, however, a court decides that this Section 1 or any of its provisions is
unenforceable for lack of reasonable temporal limitation and the Agreement or
its restriction(s) cannot otherwise be enforced, I agree and the Company agrees
that the two (2) year period after the date my employment ends will be the
temporal limitation relevant to the contested restriction, provided, however,
that this sentence will not apply to trade secrets protected without temporal
limitation under applicable law.

     

    (e)           No Improper Use of Information of
Prior Employers and Others. During my employment by the Company I will
not improperly use or disclose any confidential information or trade secrets, if
any, of any former employer or any other person to whom I have an obligation of
confidentiality, and I will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former employer or any
other person to whom I have an obligation of confidentiality unless consented to
in writing by that former employer or person. 

     

    2.           Assignment
of Inventions.

     

    (a)           Proprietary Rights. The term
“Proprietary Rights”
will mean all trade secrets, patents, copyrights, trade marks, mask works and
other intellectual property rights throughout the world. 

     

    (b)           Prior Inventions. Inventions,
if any, patented or unpatented, which I made prior to the commencement of my
employment with the Company are excluded from the scope of this Agreement. To
preclude any possible uncertainty, I have set forth on Exhibit A (Previous
Inventions) attached hereto a complete list of all Inventions that I have, alone
or jointly with others, conceived, developed or reduced to practice or caused to
be conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties, and that I wish to have excluded from the scope of this
Agreement (collectively referred to as “Prior Inventions”). If
disclosure of any such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Inventions in Exhibit A but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit A for such purpose.
If no such disclosure is attached, I represent that there are no Prior
Inventions. If, in the course of my employment with the Company, I incorporate a
Prior Invention into a Company product, process or machine, the Company is
hereby granted and will have a nonexclusive, royalty-free, irrevocable,
perpetual, fully-paid, worldwide license (with rights to sublicense through
multiple tiers of sublicensees) to make, have made, modify, make derivative
works of, publicly perform, publicly perform, use, sell, import, and exercise
any and all present and future rights in such Prior Invention. Notwithstanding
the foregoing, I agree that I will not incorporate, or permit to be
incorporated, Prior Inventions in any Company Inventions without the Company's
prior written consent.

     

    (c)           Assignment of Inventions.
Subject to Subsections 2.4 and 2.6, I hereby assign and agree to assign in the
future (when any such Inventions or Proprietary Rights are first reduced to
practice or first fixed in a tangible medium, as applicable) to the Company all
my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes, made or conceived or reduced to
practice or learned by me, either alone or jointly with others, during the
period of my employment with the Company. Inventions assigned to the Company, or
to a third party as directed by the Company pursuant to this Section 2, are
hereinafter referred to as “Company Inventions.”


     

    (d)           Unassigned or Nonassignable
Inventions. I recognize that this Agreement will not be deemed to require
assignment of any Invention that I developed entirely on my own time without
using the Company’s equipment, supplies, facilities, trade secrets, or
Proprietary Information, except for those Inventions that either (i) relate to
the Company’s actual or anticipated business, research or development, or (ii)
result from or are connected with work performed by me for the Company. In
addition, this Agreement does not apply to any Invention which qualifies fully
for protection from assignment to the Company under any specifically applicable
state law, regulation, rule, or public policy (“Specific Inventions
Law”).

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    (e)           Obligation to Keep Company
Informed. During the period of my employment and for six (6) months after
termination of my employment with the Company, I will promptly disclose to the
Company fully and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others. In addition, I will
promptly disclose to the Company all patent applications filed by me or on my
behalf within a year after termination of employment. At the time of each such
disclosure, I will advise the Company in writing of any Inventions that I
believe fully qualify for protection under the provisions of a Specific
Inventions Law; and I will at that time provide to the Company in writing all
evidence necessary to substantiate that belief. The Company will keep in
confidence and will not use for any purpose or disclose to third parties without
my consent any confidential information disclosed in writing to the Company
pursuant to this Agreement relating to Inventions that qualify fully for
protection under a Specific Inventions Law. I will preserve the confidentiality
of any Invention that does not fully qualify for protection under a Specific
Inventions Law.

     

    (f)           Government or Third Party. I
also agree to assign all my right, title and interest in and to any particular
the Company Invention to a third party, including without limitation the United
States, as directed by the Company.

     

    (g)           Works for Hire. I acknowledge
that all original works of authorship which are made by me (solely or jointly
with others) within the scope of my employment and which are protectable by
copyright are “works made for hire,” pursuant to United States Copyright Act (17
U.S.C., Section 101).

     

    (h)           Enforcement of Proprietary
Rights. I will assist the Company in every proper way to obtain, and from
time to time enforce, United States and foreign Proprietary Rights relating to
the Company Inventions in any and all countries. To that end I will execute,
verify and deliver such documents and perform such other acts (including
appearances as a witness) as the Company may reasonably request for use in
applying for, obtaining, perfecting, evidencing, sustaining and enforcing such
Proprietary Rights and the assignment thereof. In addition, I will execute,
verify and deliver assignments of such Proprietary Rights to the Company or its
designee. My obligation to assist the Company with respect to Proprietary Rights
relating to such the Company Inventions in any and all countries will continue
beyond the termination of my employment, but the Company will compensate me at a
reasonable rate after my termination for the time actually spent by me at the
Company's request on such assistance.

     

    (i)           In
the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agent and attorney
in fact, which appointment is coupled with an interest, to act for and in my
behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me. I hereby waive and
quitclaim to the Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.

     

    3.          
 Records. I agree to keep and
maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that may be required by the Company) of all Proprietary
Information developed by me and all Inventions made by me during the period of
my employment at the Company, which records will be available to and remain the
sole property of the Company at all times.

     

    4.      
     Duty Of
Loyalty During Employment. I agree that during the period of my
employment by the Company I will not, without the Company's express written
consent, directly or indirectly engage in any employment or business activity
which is directly or indirectly competitive with, or would otherwise conflict
with, my employment by the Company.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    5.      
     Reasonableness Of Restrictions.

     

    (a)           I
agree that I have read this entire Agreement and understand it. I agree that
this Agreement does not prevent me from earning a living or pursuing my career.
I agree that the restrictions contained in this Agreement are reasonable,
proper, and necessitated by the Company’s legitimate business interests. I
represent and agree that I am entering into this Agreement freely and with
knowledge of its contents with the intent to be bound by the Agreement and the
restrictions contained in it.

     

    (b)           In
the event that a court finds this Agreement, or any of its restrictions, to be
ambiguous, unenforceable, or invalid, I and the Company agree that the court
will read the Agreement as a whole and interpret the restriction(s) at issue to
be enforceable and valid to the maximum extent allowed by law.

     

    (c)           If
the court declines to enforce this Agreement in the manner provided in
subsection (b), I and the Company agree that this
Agreement will be automatically modified to provide the Company with the maximum
protection of its business interests allowed by law and I agree to be bound by
this Agreement as modified.

     

    6.      
     No
Conflicting Agreement or Obligation. I represent that my performance of
all the terms of this Agreement and as an employee of the Company does not and
will not breach any agreement to keep in confidence information acquired by me
in confidence or in trust prior to my employment by the Company. I have not
entered into, and I agree I will not enter into, any agreement either written or
oral in conflict herewith.

     

    7.     
      Return of
the Company Property. When I leave the employ of the Company, I will
deliver to the Company any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together with all copies thereof, and any
other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company. I further agree that any
property situated on the Company's premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by the Company personnel at any time with or without notice. Prior
to leaving, I will cooperate with the Company in completing and signing the
Company's termination statement if requested to do so by the
Company.

     

    8.      
     Notices.
Any notices required or permitted hereunder will be given to the appropriate
party at the address specified below or at such other address as the party will
specify in writing. Such notice will be deemed given upon personal delivery to
the appropriate address or if sent by certified or registered mail, three (3)
days after the date of mailing.

     

    9.   
        Notification
of New Employer. In the event that I leave the employ of the Company, I
hereby consent to the notification of my new employer of my rights and
obligations under this Agreement.

     

    10.          General
Provisions

     

    (a)           Governing Law. All questions
concerning the construction, validity, interpretation of this Agreement will be
governed by and construed according to the laws of the State of Maryland as
applicable to contracts made and wholly performed within the State of Maryland
by residents of the State of Maryland. I hereby expressly consent to the
personal jurisdiction and venue of the state and federal courts located in
Montgomery County, Maryland for any lawsuit filed there against me by Company
arising from or related to this Agreement.

     

    (b)           Severability. In case any one
or more of the provisions, subsections, or sentences contained in this Agreement
will, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability will not affect the
other provisions of this Agreement, and this Agreement will be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein. If moreover, any one or more of the provisions contained in this
Agreement will for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it will be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the
applicable law as it will then appear.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    (c)           Successors and Assigns. This
Agreement is for my benefit and the benefit of the Company, its successors,
assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will
be binding upon my heirs, executors, administrators and other legal
representatives. 

     

    (d)           Survival. The provisions of
this Agreement will survive the termination of my employment, regardless of the
reason, and the assignment of this Agreement by the Company to any successor in
interest or other assignee.

     

    (e)           Employment Status. I agree and
understand that nothing in this Agreement will change my employment status or
confer any right with respect to continuation of employment by the Company, nor
will it interfere in any way with my right or the Company's right to terminate
my employment at any time, with or without cause or advance notice.

     

    (f)           Waiver. No waiver by the
Company of any breach of this Agreement will be a waiver of any preceding or
succeeding breach. No waiver by the Company of any right under this Agreement
will be construed as a waiver of any other right. The Company will not be
required to give notice to enforce strict adherence to all terms of this
Agreement.

     

    (g)           Advice of Counsel. I
ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO
SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL
OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE
CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION
HEREOF.

     

    (h)           Entire Agreement. The
obligations pursuant to Sections 1 and 2 (except Subsection 2.7) of this
Agreement will apply to any time during which I was previously engaged, or am in
the future engaged, by the Company as a consultant if no other agreement governs
nondisclosure and assignment of inventions during such period. This Agreement is
the final, complete and exclusive agreement of the parties with respect to the
subject matter hereof and supersedes and merges all prior discussions between
us. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, will be effective unless in writing and signed by
the party to be charged. Any subsequent change or changes in my duties, salary
or compensation will not affect the validity or scope of this Agreement.


     

    I
have read this agreement carefully and understand its terms. I have completely
filled out Exhibit A to this Agreement.

     

    Dated:
12/22/2008                                           

     

    


     

    /s/ MARK REISENAUER                                                                                       

    Name:
Mark Reisenauer

    


     

    Accepted
and Agreed To:

     

    Micromet,
inc.

     

    


    


    By:/s/ CHRISTIAN ITIN                                                                                       

    Name:
Christian Itin

    Title:
President & CEO

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    Exhibit
A

     

    Previous
Inventions

     

    


     

    1.         
   Except as listed in Section 2 below, the following is a
complete list of all inventions or improvements relevant to the subject matter
of my employment by Micromet, Inc. (the “Company”) that have been made
or conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:

    


    
      	 	
              þ

            	 No
      inventions or improvements.
	 	 	 
	 	o	See
      below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

     

    
      	o	
              Additional
      sheets attached.

            


    

     

    2.           Due
to a prior confidentiality agreement, I cannot complete the disclosure under
Section 1 above with respect to inventions or improvements generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):

    


    
      	 
      	
              Invention
      or Improvement

            	 
      	
              Party(ies)

            	 
      	
              Relationship

            
	
              1.

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              2.

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              3.

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      	o	
              Additional
      sheets attached.

            


    

     

    


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

    Exhibit
B

     

    RELEASE
AGREEMENT

    


    This
Release of Claims (“Release”)
is made as of _________________ by and between Mark Reisenauer (“Executive”)
and Micromet, Inc. (the “Company”)
(together, the “Parties”).

    


    1.          
  In consideration for Executive’s execution of this Release, the
Company will provide the following Severance Benefits: [itemize
benefits].

     

    2.        
   Executive hereby releases, acquits and forever discharges the
Company, its parents and subsidiaries, and their officers, directors, agents,
servants, employees, stockholders, successors, assigns and affiliates, of and
from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys fees, damages, indemnities and obligations of every kind and
nature, in law, equity, or otherwise, which were known or through reasonable
diligence should have been known, arising out of or in any way related to
Releases, events, acts or conduct at any time prior to the date Executive
executes this Settlement Release, including, but not limited to: all such claims
and demands directly or indirectly arising out of or in any way connected with
Executive’s employment with the Company, including but not limited to, claims of
intentional and negligent infliction of emotional distress, any and all tort
claims for personal injury, claims or demands related to salary, bonuses,
commissions, stock, stock options, or any other ownership interests in the
Company, PTO pay, fringe benefits, expense reimbursements, severance pay, or any
other form of compensation; claims pursuant to any federal, state or local law
or cause of action including, but not limited to, any and all claims and causes
of action that the Company, its parents and subsidiaries, and its and their
respective officers, directors, agents, servants, employees, attorneys,
shareholders, successors, assigns or affiliates:

     

    (a)           has
violated its personnel policies, handbooks, contracts of employment, or
covenants of good faith and fair dealing;

     

    (b)           has
discriminated against him on the basis of age, race, color, sex (including
sexual harassment), national origin, ancestry, disability, religion, sexual
orientation, marital status, parental status, source of income, entitlement to
benefits, any union activities or other protected category in violation of any
local, state or federal law, constitution, ordinance, or regulation, including
but not limited to: Title VII of the Civil Rights Act of 1964, as amended; 42
U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With
Disabilities Act; the Family and Medical Leave Act; the Employee Retirement
Income Security Act; Section 510; and the National Labor Relations
Act;

     

    (c)           has
violated any statute, public policy or common law (including but not limited to
claims for retaliatory discharge; negligent hiring, retention or supervision;
defamation; intentional or negligent infliction of emotional distress and/or
mental anguish; intentional interference with contract; negligence; detrimental
reliance; loss of consortium to him or any member of his/her family and/or
promissory estoppel).

     

    (d)           Excluded
from this Release are any claims which cannot be waived by law. Executive is
waiving, however, his/her right to any monetary recovery should any governmental
agency or entity, such as the EEOC or the DOL, pursue any claims on his/her
behalf. Executive acknowledges that he is knowingly and voluntarily waiving and
releasing any rights he may have under the ADEA, as amended. Executive also
acknowledges that (i) the consideration given to his/her in exchange for the
waiver and release in this Release is in addition to anything of value to which
he was already entitled, and (ii) that he/she has been paid for all time worked,
have received all the leave, leaves of absence and leave benefits and
protections for which he/she is eligible, and have not suffered any on-the-job
injury for which he/she has not already filed a claim. Executive further
acknowledges that he has been advised by this writing that: (a) his waiver and
release do not apply to any rights or claims that may arise after the execution
date of this Release; (b) he has been advised hereby that he/she has the right
to consult with an attorney prior to executing this Release; (c) he has
twenty-one (21) days to consider this Release (although Executive may choose to
voluntarily execute this Release earlier and if he/she does he/she will sign the
Consideration Period waiver below); (d) he has seven (7) days following his
execution of this Release to revoke the Release; and (e) this Release will not
be effective until the date upon which the revocation period has expired
unexercised, which will be the eighth day after Executive executes this
Release.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.          
  On or before the last day of Executive’s employment, Executive
agrees to return to the Company all Company documents (and all copies thereof)
and other Company property that Executive has had in his/her possession at any
time, including, but not limited to, Company files, notes, drawings, records,
business plans and forecasts, financial information, specifications,
computer-recorded information, tangible property (including, but not limited to,
computers), credit cards, entry cards, identification badges and keys; and, any
materials of any kind that contain or embody any proprietary or confidential
information of the Company (and all reproductions thereof). Executive will
coordinate the return of Company property with [name/title].

     

    4.           
Executive further agrees that both during and after Executive’s employment
Executive acknowledges his/her continuing obligations under his/her Proprietary
Information, Inventions and Non-Competition Agreement not to use or disclose any
confidential or proprietary information of the Company and to refrain from
certain solicitation and competitive activities.

     

    5.           
 It is understood that Executive will hold the provisions of this Release
in strictest confidence and will not publicize or disclose it in any manner
whatsoever; provided,
however, that: (a) Executive may disclose this Release to his immediate
family; (b) Executive may disclose this Release in confidence to his/her
attorney, accountant, auditor, tax preparer, and financial advisor; and (c)
Executive may disclose this Release insofar as such disclosure may be required
by law.

     

    6.            
Executive agrees not to disparage the Company, and the Company’s attorneys,
directors, managers, partners, employees, agents and affiliates, in any manner
likely to be harmful to them or their business, business reputation or personal
reputation; provided that Executive may respond accurately and fully to any
question, inquiry or request for information when required by legal
process.

     

    7.           This
Release does not constitute an admission by the Company of any wrongful action
or violation of any federal, state, or local statute, or common law rights,
including those relating to the provisions of any law or statute concerning
employment actions, or of any other possible or claimed violation of law or
rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.           Executive
agrees that upon any breach of this Release Executive will forfeit all benefits
paid or owing to Executive by virtue of his execution of this Release. Executive
further acknowledges that it may be impossible to assess the damages caused by
violation of the terms of paragraphs 3, 4, 5 and 6 of this Release and further
agree that any threatened or actual violation or breach of those paragraphs of
this Release will constitute immediate and irreparable injury to the Company.
Executive therefore agrees that any such breach of this Release is a material
breach of this Release, and, in addition to any and all other damages and
remedies available to the Company upon Executive’s breach of this Release, the
Company will be entitled to an injunction to prevent Executive from violating or
breaching this Release. Executive agrees that if the Company is successful in
whole or part in any legal or equitable action against Executive under this
Release, Executive agree to pay all of the costs, including reasonable
attorney’s fees, incurred by the Company in enforcing the terms of this
Release.

     

    9.           This
Release constitutes the complete, final and exclusive embodiment of the entire
Release between the Parties with regard to this subject matter. It is entered
into without reliance on any promise or representation, written or oral, other
than those expressly contained herein, and it supersedes any other such
promises, warranties or representations. This Release may not be modified or
amended except in a writing signed by both Executive and a duly authorized
officer of the Company. This Release will bind the heirs, personal
representatives, successors and assigns of the Parties, and inure to the benefit
of the Parties, their heirs, successors and assigns. If any provision of this
Release is determined to be invalid or unenforceable, in whole or in part, this
determination will not affect any other provision of this Release and the
provision in question will be modified by the court so as to be rendered
enforceable. This Release will be deemed to have been entered into and will be
construed and enforced in accordance with the laws of the State of Maryland as
applied to contracts made and to be performed entirely within
Maryland.

     

    In Witness
Whereof, the Parties have duly authorized and caused this Agreement to be
executed as follows:

     

    
      
        	Micromet,
      Inc.  	 	 	Mark Reisenauer, an
      Individual	 
	 	 	 	 	 
	 	 	 	 	 
	By:	
                 

              	 	 	
                 

              	 
	 	
                Name

              	 	 	
                 

              	 
	 	
                Title 

              	 	 	
                 

              	 
	 	 	 	 	 
	Date: 	 	 	Date:	 


      

    

     

                                                                                        


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
C

     

    DEATH
BENEFITS RECIPIENTS

     

     

     

    
      	
              Primary
      Beneficiary:

            	
              Amount
      of Payment pursuant to Section 6.5:

            
	 	 
	 	 
	
              Secondary
      Beneficiary (if Primary Beneficiary pre-deceased):