AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Agreement and Plan of Merger

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MICROMET, INC. | CancerVax Corporation | Carlsbad Acquisition Corporation | Micromet, Inc | Micromet AG

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Title: AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Governing Law: Delaware Date: 1/9/2006
Industry: BIOTRX Law Firm: Latham & Watkins LLP; Cooley Godward LLP;

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EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

among:

CancerVax Corporation,

a Delaware corporation;

Carlsbad Acquisition Corporation,

a Delaware corporation;

Micromet, Inc.,

a Delaware corporation; and

Micromet AG,

a German corporation

Dated as of January 6, 2006


SECTION 1. DESCRIPTION OF TRANSACTION			2
	1.1	Micromet Recapitalization	2
	1.2	Merger of Merger Sub into Parent	2
	1.3	Effects of the Merger	2
	1.4	Closing; Effective Time	2
	1.5	Certificate of Incorporation and Bylaws; Directors and Officers	2
	1.6	Conversion of Shares	3
	1.7	Closing of Parent’s Transfer Books	4
	1.8	Surrender of Certificates	4
	1.9	Appraisal Rights	5
	1.10	Further Action	5
	1.11	Tax Consequences	5
SECTION 2. REPRESENTATIONS AND WARRANTIES OF PARENT AND MICROMET			6
	2.1	Subsidiaries; Due Organization; Etc	6
	2.2	Certificate of Incorporation; Bylaws	6
	2.3	Capitalization, Etc	6
	2.4	Financial Statements	8
	2.5	Absence of Changes	8
	2.6	Title to Assets	9
	2.7	Real Property; Leasehold	10
	2.8	Intellectual Property	10
	2.9	Agreements, Contracts and Commitments	11
	2.10	Liabilities	12
	2.11	Compliance; Permits; Restrictions	12
	2.12	Tax Matters	12
	2.13	Employee and Labor Matters; Benefit Plans	14
	2.14	Environmental Matters	15
	2.15	Insurance	15
	2.16	Affiliates	16
	2.17	Legal Proceedings; Orders	16
	2.18	Authority; Binding Nature of Agreement	16
	2.19	Inapplicability of Anti-takeover Statutes	16
	2.20	Vote Required	16
	2.21	Non-Contravention; Consents	17
	2.22	No Financial Advisor	17
SECTION 3. REPRESENTATIONS AND WARRANTIES OF CANCERVAX AND MERGER SUB			18
	3.1	Subsidiaries; Due Organization; Etc	18
	3.2	Certificate of Incorporation; Bylaws; Charters and Codes of Conduct	18
	3.3	Capitalization, Etc	18
	3.4	SEC Filings; Financial Statements	20
	3.5	Absence of Changes	21
	3.6	Title to Assets	22
	3.7	Real Property; Leasehold	22


	3.8	Intellectual Property	22
	3.9	Agreements, Contracts and Commitments	23
	3.10	Obligations; Liabilities	24
	3.11	Compliance; Permits; Restrictions	25
	3.12	Tax Matters	25
	3.13	Employee and Labor Matters; Benefit Plans	26
	3.14	Environmental Matters	28
	3.15	Insurance	28
	3.16	Transactions with Affiliates	28
	3.17	Legal Proceedings; Orders	28
	3.18	Authority; Binding Nature of Agreement	29
	3.19	Inapplicability of Anti-takeover Statutes	29
	3.20	Vote Required	29
	3.21	Non-Contravention; Consents	29
	3.22	No Financial Advisor	30
	3.23	Valid Issuance	30
SECTION 4. CERTAIN COVENANTS OF THE PARTIES			30
	4.1	Access and Investigation	30
	4.2	Operation of CancerVax’s Business	31
	4.3	Operation of Parent’s and Micromet’s Business	34
	4.4	No Solicitation	36
SECTION 5. ADDITIONAL AGREEMENTS OF THE PARTIES			37
	5.1	Registration Statement; Joint Proxy Statement/ Prospectus	37
	5.2	Parent Stockholders’ Meeting; Micromet Recapitalization	37
	5.3	CancerVax Stockholders’ Meeting	38
	5.4	Regulatory Approvals	39
	5.5	Stock Options	39
	5.6	Employee Benefits	40
	5.7	Indemnification of Officers and Directors	40
	5.8	Additional Agreements	41
	5.9	Disclosure	41
	5.10	Affiliate Agreements	41
	5.11	Listing	41
	5.12	Directors	42
	5.13	Resale Registration Statement	42
	5.14	Tax Matters	42
	5.15	Financial Statements	43
SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY			43
	6.1	Effectiveness of Registration Statement	43
	6.2	No Restraints	43
	6.3	Stockholder Approval	43
	6.4	Listing	43
	6.5	Regulatory Matters	43
	6.6	No Governmental Proceedings Relating to Contemplated Transactions or Right to Operate Business	43


SECTION 7. ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF CANCERVAX AND MERGER SUB			44
	7.1	Accuracy of Representations	44
	7.2	Performance of Covenants	44
	7.3	Consents	44
	7.4	Agreements and Other Documents	44
	7.5	No Other Proceedings	44

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION