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Joint Venture JV Agreement

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Technology Corporation

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Title: Joint Venture Agreement
Date: 3/16/2007

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Exhibit 4.10

Joint Venture Agreement

Agreement on the establishment of a Silent Partnership











      Micromet GmbH


      tgb Technologie Beteiligungs-




      Am Klopferspitz 19


      Gesellschaft mbH der






      Deutschen Ausgleichsbank




      82152 Martinsried


      53179 Bonn




hereinafter: Technology Corporation (TC) -


- Silent Partner; hereinafter: tgb

in the amount of

*** DM 1,486,726.00 ***

(in words: one million four hundred and eighty-six thousand seven hundred and twenty-six Deutschmarks)

for the financing of the project described in §1 para. 2


Within the framework of the DtA technology investment program, tgb shall assume investments for financing of projects in the start-up phase, of innovation-related projects, and of exit financing projects as defined by the investment principles of this program, which are an integral part of this Agreement.


Corporate Purpose



The TC registered with the Municipal Court (Amtsgericht) Munich under number B105424 engages in a trade pursuant to the Articles of Incorporation dated December 16,1993 with the purpose of:

     Implementation of biomedical contract research within the scope of development of products for diagnosis and treatment of human diseases



Within the scope of this corporate purpose,

Page 1 of 10







the TC engages in bringing previous product developments for treatment of minimally residual carcinoma into the clinical phase, supplemented by the development of a product for cancer of the lymphatic system.

§ 2




tbg shall assume a contribution in the amount of DM 1,486,726.00, exclusively for financing of the innovation-related project described in § 1 para. 2 and based on the information furnished by the TC in the investment solicitation dated August 6, 1998, if the TC provides evidence of the following joint venture agreements:




Joint venture agreement in the amount of DM 2,694,255.00 with






           3i Group plc.






           91 Waterloo Road






           London SE1 8XP






           Great Britain






          (hereinafter: Investor , even in case of more than one investor)






and the Investor with whom tbg has executed a Cooperation Agreement.






Direct debit authority for collection of all due fixed compensation through tbg






Investment by additional investors in the amount of at least DM 4,714,440.00



tbg ’s contribution shall be appropriated for co-financing of the project-specific planning listed in Appendix I , which an integral part of this Joint Venture Agreement.



The TC can call up the contribution after start-up of the corporation (cf. § 3 para. 1) provided that its prompt utilization in accordance with its specified purpose, a proportionate use of funds with the other financing funds listed in Appendix I, and the total financing of the innovation-related project are guaranteed.



A confirmation of the requirements for the call shall be attached to the call by the Investor.



This Agreement shall be terminated if the contribution has not been called, at least in part, no later than May 31,1999.



tbg shall withhold a processing fee in the amount of 1.00% of the total contribution agreed on in this Agreement for the first partial call.



tbg ’s contribution shall be kept in a special deposit account to be handled by the TC. Withdrawals by tbg from this account are not permitted.

Page 2 of 10






Commencement and Duration of the Corporation



The Silent Partnership shall commence as soon as this Agreement has been executed by both parties.





The Silent Partnership is limited in time until December 31, 2008.





Upon termination of the partnership, tbg ’s contribution and any profit shares not paid out shall be due to tbg .





Insofar as the funds granted by the Investor have been paid back prior to December 31, 2008, tgb ’s contribution shall be due for repayment at the same time and to the same extent. tbg is entitled to request final compensation pursuant to § 8 para. 4 mutatis mutandis for that portion of its contribution, which is due for early repayment.





tbg shall not participate in the management of the TC, except as otherwise provided herein.





The TC is required to obtain tbg ’s consent for




Each change of the Articles of Incorporation, including but not limited to any change in the corporate purpose, acceptance of new partners, or agreement on new investments;






Appointment or dismissal of managers of the TC or changes to the Management Employment Agreement;






Execution, amendments, and termination of contracts with respect to the granting or acquisition of licenses, trademarks, or know-how (except with respect to the day-to-day software business), patents, utility and design patents, insofar as they concern the innovation-related project developed using tbg ’s investment;






Execution, amendments, and termination of major distribution contracts;






Partial or complete site relocation, or leasing, disposal, or shut-down thereof;






Execution and termination of controlling agreements and profit-and-loss transfer agreements;






Abandonment of or essential changes in the innovation-related project described in § 1 para. 2;






Acceptance by tbg of obligations, insofar as these are not part of project financing, for investments that are in excess of DM 100,000 or for leasing or rental agreements or leases in excess of a monthly amount of DM 10,000.



Consents pursuant to § 4 para. 2 shall be obtained directly from tbg .





Insofar as tbg does not state in writing the refusal to grant consent pursuant to § 4 para. 2 within a period of 14 days after receipt of notice of measures requiring approval, consent shall be deemed granted.

Page 3 of 10






Information and Control Rights



The TC shall inform tbg every six months, no later than March 31 and September 30 respectively of each year regarding the economic situation of the TC and with respect to the innovation-related project described in § 1 para. 2, as long as tbg does not waive these reports because the Investor is also concurrently performing the control review of the TC for tbg . tbg shall also receive from the TC a brief, monthly state of affairs summary report in accordance with the attached Appendix II and, at the end of the fiscal year, a properly updated business plan for the following year.





Regardless of whether the Investor is performing the control review of the TC concurrently for tbg , the TC shall inform tbg directly and in a timely manner with respect to all measures extending beyond standard business procedures.





Additionally, tbg is entitled to control rights pursuant to § 716 of the German Civil Code (BGB). This also applies after termination of the corporation to the extent necessary to review the liquidation balance.





tbg is also entitled to access all of the TC’s documents with reference to the innovation-related project described in § 1 para. 2. tbg can use third-party services when exercising its control rights.





The Federal Audit Office (Bundesrechnungshof) is entitled to audit the TC pursuant to § 91 of the Federal Budget Code (BHO). The TC shall furnish all documents that the Federal Audit Office deems necessary to the Federal Audit Office and tbg for audit purposes and shall furnish all appropriate information.

§ 6

Advisory Board



tbg can request constitution of an Advisory Board at any time. tbg shall participate in this Advisory Board commensurately with the amount of its contribution. The Advisory Board shall advise the TC with respect to economic and technical aspects, including but not limited to with respect to the project described in § 1 para. 2. The Advisory Board shall have the same information and control rights that tbg is entitled to under this Agreement.

§ 7

Business Year; Annual Financial Statement



The fiscal year of the Silent Partnership shall correspond to that of the TC ("investment year"). The TC’s fiscal year shall end on December 31 of each year.





The TC shall draw up its annual financial statement (balance sheet, statement of income, notes) in compliance with §§ 238 – 289 of the German Commercial Code (HGB) within six months after the end of the fiscal year and shall furnish an original, signed copy of this financial statement to tbg with the attestation of an auditor or certified accountant .

Page 4 of 10






Profit and Loss Sharing



For its contribution, tbg shall receive a minimum compensation independent of the TC’s net income in the amount of 7.00% per annum. Such compensation shall be due in arrears every six months as of May 31 and November 30 of each year.





Additionally , tbg shall receive 9.00% of the annual net income generated after call up of the contribution.






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