COLLABORATION AND LICENSE AGREEMENT

Exhibit 10.1

COLLABORATION AND LICENSE AGREEMENT

     This Collaboration and License Agreement (the “ Agreement ”) is made and entered into effective as of May 24, 2007 (the “ Effective Date ”), by and between Micromet AG , having its principal place of business at Staffelseestrasse 2, 81477, Munich, Germany (“ Micromet ”), and Altana Pharma AG , a wholly owned subsidiary of Nycomed A/S, having its principal place of business at Byk Gulden Str. 2, 78467 Konstanz, Germany (“ Nycomed ”). Micromet and Nycomed each may be referred to herein individually as a “ Party ,” or collectively as the “ Parties .”

Recitals

      A.  Micromet is developing the MT203 Product, an anti-GM-CSF [***].

      B.  Nycomed is a pharmaceutical company with experience in the development and commercialization of pharmaceutical products.

      C.  Micromet and Nycomed desire to exclusively collaborate on the development of one or more products binding to and inhibiting the activity of GM-CSF in order to obtain marketing approval of such products for various indications, and thereafter to have Nycomed commercialize such products.

     In consideration of the foregoing premises and the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Agreement

     When used in this Agreement, capitalized terms shall have the meanings as defined below and throughout the Agreement.

      1.1 “ Affiliate ” means a legal entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Party. For purposes of this definition only, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” means (a) the possession, directly or indirectly, of the power to direct the management or policies of a legal entity, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) the ownership, directly or indirectly, of more than 50% of the voting securities or other ownership interest of a legal entity; provided , however , that if local law restricts foreign ownership, control shall be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

      1.2 “ Antibody ” means a molecule or gene encoding such a molecule comprising or containing at least one immunoglobulin variable domain or parts of such domain or any existing or future fragments, variants, modifications or antibody derivatives thereof.

      1.3 “ Applicable Law ” means the laws, rules, and regulations, including any statutes, rules, regulations, guidelines, or other governmental requirements that may be in effect from time to time and apply to the development, manufacture, registration, and marketing of a Product in the countries of the Territory, including any such statutes, rules, regulations, guidelines, or other requirements of the FDA or the EMEA or other national or international bodies relevant for medicinal or medical products, including devices, materials and services required for application of a pharmaceutical product.

      1.4 “ Bioequivalent Product ” means, with respect to a particular Product, any Third Party pharmaceutical product that contains an anti-GM-CSF [***] or an [***], in each case, with [***] and [***] to the Product.

      1.5 “ BITE ” means a bi-specific Single Chain Antibody wherein one arm of the Single Chain Antibody binds to T-cells.

      1.6 “ BLA ” means a Biologics License Application for submission to the FDA and the equivalent application in jurisdictions outside the United States of America, including a Marketing Approval application for submission to the EMEA, in each case in conformance with Applicable Law.

      1.7 “ Change in Control ” means (i) a sale, lease, license or other disposition of all or substantially all of the assets of a person or entity (in one transaction or a series of related transactions), or (ii) any sale, exchange or other transfer to a Third Party (or several Third Parties acting together) of shares representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding stock of a person or entity, whether such transfer is made directly or indirectly, beneficially or of record.

      1.8 “ Clinical Failure ” means any of the following: (i) receipt of a written order by a Regulatory Authority to cease development in a clinical trial in one or more Indications of the MT203 Product; or (ii) a determination [***] by [***] or [***] (1) that the continued development of the MT203 Product would not be ethical or in the best interest of patient safety or (2) that the MT203 Product has failed to achieve the primary efficacy endpoints [***] based upon an applicable final or interim study report.

      1.9 “ Collaboration Technology ” means Joint Collaboration Technology, Micromet Collaboration Technology, and Nycomed Collaboration Technology.

      1.10 “ Commercialization ” means the manufacture, marketing, promotion, advertising, selling and distribution of a Product in a country after Marketing Approval has been obtained in such country. The term “ Commercialize ” has a correlative meaning.

      1.11 “ Commercially Reasonable Efforts ” means the level of efforts consistent with the reasonable best practices of the pharmaceutical industry and the exercise of prudent scientific and business judgment for the development and commercialization of a pharmaceutical product having similar market potential, profit potential or strategic value, based upon conditions then prevailing. Without limiting the foregoing, Commercially Reasonable Efforts requires, with respect to such an obligation, that the Party: (a) within a reasonable time assign responsibility for such obligation to specific employee(s) who are held accountable for progress and monitor

such progress on an on-going basis, (b) set and consistently seek to achieve specific, meaningful and measurable objectives for carrying out such obligation, and (c) consistently make and implement decisions and allocate resources designed to advance progress with respect to such objectives.

      1.12 “ Control ” and, with correlative meaning, the term “ Controlled ”, means, with respect to a Party and any Patent, Know-How, or other intellectual property right, the ability to grant the other Party access, a license, a sublicense or the right to use (as applicable) such Patent, Know-How, or intellectual property right as provided in this Agreement without violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party would be required under this Agreement to grant the other Party such access, license, sublicense or right of use.

      1.13 “ Development Expenses ” means, with respect to a Party, all costs and expenses incurred by a Party in carrying out any activities to be performed pursuant to the Development Plan, calculated in accordance with generally accepted accounting principles consistently applied and such Party’s cost accounting systems, provided that the cost of a Party’s FTEs performing such activities shall be calculated at the FTE Rate.

      1.14 “ Development Plan ” has the meaning as defined in Section 3.2.1.

      1.15 “ EMEA ” means the European Medicines Agency, or any successor agency thereto.

      1.16 “ European Union ” means those countries that during the Term are member states of the European Union.

      1.17 “ FDA ” means the United States Food and Drug Administration, or any successor agency thereto.

      1.18 “ Field ” means the treatment of human diseases and conditions.

      1.19 “ FTE ” means the full time equivalent of a total of [***] working hours per year of scientific or technical or managerial work on or directly related to the execution or implementation of the Development Plan, or other tasks to be performed under this Agreement, carried out by a qualified employee or consultant of a Party. Scientific or technical work may include, but is not limited to, research, experimental laboratory work, developing manufacturing processes for a Product, conducting pre-clinical and clinical development of a Product, recording and writing up results, reviewing literature and references, holding scientific discussions, and attending conferences in the relevant field.

      1.20 “ FTE Cost ” means the product of (a) the number of FTEs, which are documented using a reasonably reliable tracking system and (b) the FTE Rate. The tracking system should include employee’s function, performed tasks, and corresponding hours performed by the employee.

      1.21 “ FTE Rate ” means [***] per FTE, which amounts include, for each FTE, laboratory supplies and equipment (excluding items provided for separately under the applicable

Development Plan), equipment maintenance costs, utilities, waste removal, and a pro rata allocation of general and administrative expenses plus facilities expenses.

      1.22 “ GM-CSF ” means the whole or part and natural variants of the granulocyte-macrophage colony stimulating factor (GM-CSF) identified by the [***] entry name [***] and accession number [***] with the amino acid sequence as set out in Exhibit G .

      1.23 “ IND ” means an Investigational New Drug Application for submission to the FDA, and the equivalent application in jurisdictions outside the United States of America, including Investigational Medicinal Product Dossier for submission to a Regulatory Authority in Europe.

      1.24 “ Indication ” means any discrete disease pattern in the Field for which a BLA, supplemental BLA, Marketing Approval application or similar Regulatory Filing may be made.

      1.25 “ Joint Collaboration Technology ” means any Patents claiming or covering a discovery or invention conceived, and any Know-How generated, jointly by employees, agents or independent contractors of both Parties during the course of, in furtherance of, and as a direct result of such employees, agents or independent contractors performing an activity pursuant to this Agreement.

      1.26 “ JSC ” has the meaning as defined in Section 2.2.

      1.27 “ Know-How ” means (a) any scientific or technical information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, that is not in the public domain or otherwise publicly known, including databases, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, medicinal chemistry, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures, and manufacturing process and development information, results and data, and (b) any biological, chemical, or physical materials that are not in the public domain or otherwise available to the public; all to the extent not claimed or disclosed in a Patent.

      1.28 “ Licensed Know-How ” means (a) any Know-How Controlled by Micromet as of the Effective Date, (b) any Know-How included in the Micromet Collaboration Technology, or (c) any Know-How included in the Joint Collaboration Technology (but only with respect to Micromet’s rights and interest in such Joint Collaboration Technology), to the extent such Know-How is necessary or useful for the research, development, use, or Commercialization of a Product in the Field.

      1.29 “ Licensed Patents ” means (a) any Patents Controlled by Micromet during the Term that claim any invention or discovery included within any Know-How Controlled by Micromet as of the Effective Date, Micromet Collaboration Technology or Micromet’s interest in Joint Collaboration Technology, to the extent necessary or useful for the research, development, import, use or Commercialization of a Product and (b) all of the Patents listed on Exhibit A .

      1.30 “ Licensed Technology ” means the Licensed Patents, any Sublicensed Patents, and Sublicensed Know-How and the Licensed Know-How.

      1.31 “ Major Market ” means each of the United States of America, the United Kingdom, Germany, France, Italy, Spain and Japan.

      1.32 “ Marketing Approval ” means the approval of a BLA, and any pricing and reimbursement approvals to the extent required by Applicable Law prior to the sale of pharmaceutical products in a country.

      1.33 “ Micromet Collaboration Technology ” means any Patents claiming or covering a discovery or invention conceived, and any Know-How generated, solely by employees, agents or independent contractors of Micromet during the course of, in furtherance of, and as a direct result of such employees, agents or independent contractors performing an activity pursuant to this Agreement.

      1.34 “ MT203 Product ” means any pharmaceutical product comprising the [***] with the variable domain amino sequence set forth in Exhibit B .

      1.35 “ Net Sales ” means the gross amount invoiced by Nycomed, its Affiliates or sublicensees for sales of a Product to any Third Party (and in all cases amounts actually received to the extent not invoiced), less any (a) [***] and [***] , including [***] ; (b) amounts allowed for [***] or [***] ; (c) [***] and [***] charges to the extent included in the invoiced amount; (d) [***] or other [***] paid in connection with such sales (but excluding [***] ); and (e) the [***] and [***] [***] including [***] to [***] , but excluding any [***] or [***] . Any of the deductions listed above that involve a payment by Nycomed, its Affiliates or sublicensees shall be taken as a deduction in the calendar quarter in which the payment is actually made by such entity. Any amounts received on account of transfers of a Product between Nycomed, its Affiliates or sublicensees shall be excluded from the calculation of Net Sales, and Net Sales shall be calculated based on the final sale of such transferred product by Nycomed, its Affiliates or sublicensees to any Third Party. If Nycomed or its Affiliates or sublicensees receive non-cash consideration for Product sold or otherwise transferred to a Third Party, Net Sales for such sale or transfer shall be determined based on the average of the gross invoice prices charged to other Third Parties in respect of cash sales of Product during the applicable reporting period.

      1.36 “ Nycomed Collaboration Technology ” means any Patents claiming or covering a discovery or invention conceived, and any Know-How generated, solely by employees, agents or independent contractors of Nycomed during the course of, in furtherance of, and as a direct result of such employees, agents or independent contractors performing an activity pursuant to this Agreement.

      1.37 “ Patents ” means (a) all patents, patent applications, utility models and design patents in any country or supranational jurisdiction, and (b) any provisionals, substitutions, divisions, continuations, continuations in part, reissues, renewals, registrations, confirmations, reexaminations, extensions, supplementary protection certificates and the like, of any such patents or patent applications.

      1.38 “ Phase 2 Trial ” means a clinical trial in human patient population to determine the safe and effective dose range in the proposed therapeutic indication, as more fully defined in

21 C.F.R. § 312.21(b), or its successor regulation, or the equivalent in any foreign country.

      1.39 “ Phase 3 Trial ” means a clinical trial in human patients designed to (a) establish that a drug is safe and efficacious for its intended use; (b) define warnings, precautions and adverse reactions that are associated with the drug in the dosage range to be prescribed; and (c) support Marketing Approval of such drug, as more fully defined in 21 C.F.R. § 312.21(c), or its successor regulation, or the equivalent in any foreign country.

      1.40 “ Pivotal Trial ” means (a) Phase 3 Trial or (b) a Phase 2 Trial that is of appropriate size and design to establish that a pharmaceutical product is safe and effective for its intended use, to define warnings, precautions and adverse reactions that are associated with the pharmaceutical product in the dosage range to be prescribed, and to support a BLA for such pharmaceutical product or label expansion of such pharmaceutical product. For clarity, the determination of whether a Phase 2 Trial is a Pivotal Trial for purposes of this Agreement shall be based upon a determination by the relevant Regulatory Authority that such trial could be sufficient, depending on its outcome, to support the filing of a BLA for such pharmaceutical product or label expansion of such pharmaceutical product.

      1.41 “ Product ” means any (i) MT203 Product; and (ii) any product comprising any [***] developed pursuant to this Agreement including any fragment or Single Chain Antibody fragment thereof, in each of subsections (i) and (ii) that is covered or claimed by, incorporates, comprises or was developed using the Licensed Technology. The definition of “ Product ” shall exclude in all cases any composition or formulation of a product comprising a BITE molecule or fragment thereof.

      1.42 “ Regulatory Authority ” means, in a particular country or jurisdiction, any applicable government regulatory authorities or other bodies involved in granting approval to market or sell a Product, including any pricing and reimbursement approvals, in such country or jurisdiction, including, (a) in the United States, the FDA, and any successor government authority having substantially the same function, (b) any non-United States equivalent thereof, and (c) in the European Union, the EMEA and any national regulatory authority in any member state of the European Union.

      1.43 “ Regulatory Filing ” means any submission or application made or filed with a Regulatory Authority, including any IND or BLA.

      1.44 “ SCA Patents ” means those Patents identified on Exhibit F , and any provisionals, substitutions, divisions, continuations, continuations in part, reissues, renewals, registrations, confirmations, reexaminations, extensions, supplementary protection certificates and the like, of any such patents or patent applications.

      1.45 “ Single Chain Antibody ” or “ SCA ” means an Antibody comprising (a) a polypeptide segment having a light chain variable region, (b) a polypeptide segment having a heavy chain variable region, and (c) at least one peptide linker linking those polypeptides into a single chain polypeptide.

      1.46 “ Sublicensed Know-How ” means the Know-How Controlled by Micromet pursuant to the Upstream Agreements.

      1.47 “ Sublicensed Patents ” means the Patents Controlled by Micromet pursuant to the Upstream Agreements.

      1.48 “ Sublicensed Technology ” means any Sublicensed Patents and Sublicensed Know-How.

      1.49 “ Territory ” means all countries of the world.

      1.50 “ Third Party ” means any entity other than Micromet, Nycomed or their respective Affiliates.

      1.51 “ Upstream Agreement ” means any of the agreements listed in Exhibit D and as may be amended in accordance with Section 7.3.3.

      1.52 “ Valid Claim ” means (a) an issued claim of an issued Patent that has not (i) expired or been canceled, (ii) been declared invalid by a decision of a court or other appropriate body of competent jurisdiction, from which no appeal is or can be taken, (iii) been admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (iv) been abandoned or disclaimed; and (b) a claim included in a pending patent application that is being actively prosecuted and that has not been (i) canceled, (ii) withdrawn from consideration, (iii) finally determined to be unallowable by the applicable governmental authority (from which no appeal is or can be taken), or (iv) abandoned or disclaimed, provided , however , that if a claim of a patent application has been pending for more than [***] years, such claim shall not constitute a Valid Claim for the purposes of this Agreement unless and until a Patent issues with such claim.

      2.1 Exclusive co-development . The Parties shall conduct in good faith the exclusive collaboration on the terms set out below.

      2.2 Establishment of Joint Steering Committee . Within [***] days following the Effective Date, the Parties shall establish a joint steering committee (the “ JSC ”) to oversee the development of the Products under this Agreement. Each Party shall appoint three employees to serve as their representatives on the JSC. From time to time, on written notice to the other Party, Micromet and Nycomed each may substitute any of its representatives on the JSC. Each Party shall designate one of its members of the JSC as the “Co-Chair.” Subject to the provisions of this Section 2, the JSC shall establish its own procedural rules for its operation. The JSC shall be disbanded upon the earlier to occur of (a) anytime following the receipt of the first Marketing Approval of a Product, at the option of Micromet, (b) anytime the Parties have ceased development of all Products under this Agreement, or (c) the [***] anniversary of the Effective Date. Following any such dissolution of the JSC and for the remainder of the Term, Nycomed shall provide Micromet with quarterly written reports regarding the status of and plans for the development and commercialization of all Products as applicable, including copies of Nycomed’s then-existing development and commercialization plans, as applicable, for such Product and other such information as may be reasonably requested by Micromet regarding such Product.

      2.3 Tasks of the JSC . The JSC shall: (a) review and approve the Development Plan

and any updates or amendments to the Development Plan and any budgets for such activities; (b) monitor the progress of and coordinate the activities undertaken pursuant to the Development Plan; (c) review the product lifecycle plans of the Parties for all Products, including Indication and label expansions, new dosage forms, and new formulations or delivery systems; and (d) take such other actions as are expressly delegated to the JSC in this Agreement. The JSC shall not have any power to amend this Agreement and shall have only such powers as are specifically delegated to it under this Agreement.

      2.4 JSC Meetings . The JSC shall meet not less than once every calendar quarter. Meetings may be held in person or by means of telecommunication (telephone, video, or web conferences); provided that at least two meetings per year shall be held in person. The JSC may meet more frequently by agreement of the Parties. The Co-Chairs shall be responsible for organizing the meetings of the JSC and for distributing the agenda of the meetings. The Co-Chairs shall include on the agenda any item within the scope of the responsibility of the JSC that is requested to be included by a Party, and shall distribute the agenda to the Parties no less than one week before any meeting of the JSC. Each Party may, in its discretion, invite non-voting employees, consultants or advisors (which consultants and advisors shall be under an obligation of confidentiality no less stringent than the terms set forth in Section 9) to attend any meeting of the JSC. Each Party shall bear its own costs associated with holding and attending JSC meetings.

      2.5 Meeting Minutes . The Co-Chairs (or their designee(s)) shall prepare the minutes of each JSC meeting, and send it to all members of the JSC for review and approval within [***] days after each meeting. Minutes shall be deemed approved unless any member of the JSC objects to the accuracy of such minutes by providing written notice to the other members of the JSC within [***] days of receipt of the minutes. In the event of any such objection that is not resolved by mutual agreement of the Parties, such minutes shall be amended to reflect such unresolved dispute.

      2.6 Decision Making .

           2.6.1 The JSC shall take action on matters within its power by unanimous consent of the Parties, with each Party having a single vote, irrespective of the number of representatives actually in attendance at a meeting, or by a written resolution signed by the designated representative of each Party.

           2.6.2 If the JSC is unable to reach unanimous consent on a particular matter (such matter a “ JSC Dispute ”), then either Party may provide written notice of such dispute to the other Party’s senior executive management representative as may be designated by a Party. Such senior executive management representative shall have appropriate decision making authority for the Party and not be a member of the JSC. The senior executive management representatives of each Party shall meet at least once in person to discuss the dispute and use their good faith efforts to resolve the JSC dispute within [***] days after submission of such dispute to such officers.

           2.6.3 If the senior executive management representatives (or their designees) cannot reach agreement with respect to a JSC dispute within the time period set forth in

subsection (b) above, the [***] shall have the authority to finally resolve such dispute.

           2.6.4 Notwithstanding the terms of subsections 2.6.2 and 2.6.3 above, if the matter concerns a dispute regarding the interpretation of this Agreement, the performance or alleged nonperformance of a Party’s obligations under this Agreement, or any other alleged breach of this Agreement, such matter shall be resolved in accordance with the terms of Section 16.4.

           2.7 Project Team . The Parties shall establish a joint project team (the “ JPT ”) consisting of an appropriate number of representatives of each Party. Each Party shall designate one of its JPT members as the project team leader who shall be the primary contact person for the other Party for matters relating to the development of a Product by such Party. The JPT shall coordinate the day-to-day activities of the Parties in the performance of the Development Plan and conduct those activities as directed by the JSC, including preparation of applicable budget expense reporting. The JPT shall take action by unanimous consent of the Parties, with each Party having a single vote, irrespective of the number of representatives actually in attendance at a meeting, or by a written resolution signed by the designated representative of each Party. If the JPT is unable to reach unanimous consent on a particular matter, such matter shall be submitted to the JSC for resolution in accordance with Section 2.6. On a quarterly basis, the JPT shall provide a written report to the JSC summarizing the Parties’ progress with respect to the development of the Products and any matters directed by the JSC. The JPT shall be disbanded upon the earlier to occur of (a) anytime following the receipt of the first Marketing Approval of the MT203 Product, at the option of Micromet, (b) anytime Micromet is no longer actively participating in the development of the MT203 Product under this Agreement, or (b) the [***] anniversary of the Effective Date.

      3.1 General . Without limiting the Parties’ obligations under this Agreement, the Parties acknowledge that the ultimate objective of the collaboration is to develop one or more pharmaceutical products including formulation, packaging and application systems as an MT203 Product or Product to be launched and marketed in the Field in the Territory. The Parties shall take into consideration this ultimate target when undertaking the development as set out below and subject to the terms of this Agreement.

      3.2 Development Plan .

           3.2.1 Promptly following the execution of this Agreement with respect to the MT203 Product, and the delivery of a written notice pursuant to Section 3.8.1 with respect to any Additional Product, and pursuant to Section 3.8.2 with respect to any Substitute Product, the JPT shall prepare for review by the JSC a detailed plan of the research, development and manufacturing activities to be performed by the Parties with respect to the MT203 Product, and any such Additional Product or Substitute Product (the “ Development Plan ”). The Development Plan shall include an allocation of the responsibility for the performance of the development activities to one or the other Party and an estimated budget for the activities to be conducted by each Party, with Micromet being assigned those activities relating primarily to the preclinical development of such Product and process development and manufacturing of such

Product for clinical trials, and Nycomed being assigned those activities relating primarily to the clinical development of such Product, including establishment of a commercial manufacturing process and commercial manufacturing. Notwithstanding the above, the Development Plan shall in any event include the activities and allocation of responsibilities described in the outline of the Development Plan contained in Exhibit C (it being understood that the estimated budget on Exhibit C is preliminary and subject to change based upon the Parties’ preparation and review of the Development Plan). The JSC shall promptly review and approve the initial Development Plan and on a regular basis review and revise the then-current Development Plan (including the related budget) to reflect the progress achieved and the further development activities to be undertaken by the Parties in the development of the Product. Any material revisions to the Development Plan must be approved by the JSC in accordance with Section 2.6, provided that any modifications to the obligations or expenses of Micromet under the Development Plan shall require the prior written consent of Micromet not to be unreasonably withheld or delayed regarding any activity for which Micromet is primarily responsible as described on Exhibit C or any Development Plan approved by Micromet. Except as otherwise provided in this Agreement, Nycomed shall control the performance of the activities performed in the Development Plan, and shall at its discretion designate activities to be performed by Nycomed or by a Third Party.

           3.2.2 The Development Plan shall be designed to accomplish the filing of INDs, and BLAs and the receipt of Marketing Approval in order to optimize the economic potential for the Product in the Territory, including the proposed study designs for clinical trials and a budget of Development Expenses to be incurred pursuant to the Development Plan. The Development Plan shall set specific objectives and timelines for carrying out development activities sufficient in scope and quality to progress the development of the Product towards Marketing Approval within timelines and using standards customary in the biopharmaceutical industry for products at a similar stage of development and with similar market potential. Without limiting the generality of the foregoing, the Development Plan shall be designed to develop, and to obtain Marketing Approval for, such Product in all Major Markets.

      3.3 Development Expenses . Nycomed shall bear all Development Expenses incurred by the Parties after the Effective Date, and shall pay to Micromet on or before the first day of each calendar quarter the amount of Development Expenses budgeted to be incurred by Micromet in such calendar quarter as set forth in the applicable Development Plan. Nycomed shall pay all such amounts to an account established by Micromet which is exclusively used for the coverage of the Development Expenses. Any interest received from the deposited amount on the account shall be credited against the Development Expenses. Micromet shall provide Nycomed with quarterly reports containing a detailed account of development activities performed and Micromet’s Development Expenses incurred during the preceding calendar quarter. The Parties shall work together to reconcile, in a timely fashion, the Development Expenses set forth in the reports presented by Micromet with Nycomed’s payments for such quarter. If the Parties determine that such payments exceed Micromet’s reported Development Expenses, then the amount of such excess shall be credited against the next payment of Development Expenses by Nycomed hereunder (or, if no such payment is anticipated, refunded by Micromet to Nycomed within [***] days of such determination). If the Parties determine that Micromet’s reported Development Expenses exceed the amount paid by Nycomed, then Nycomed shall pay the excess amount to Micromet within [***] days of such determination but no later than the next quarterly advance payment made by Nycomed under this Section 3.3. All

such Development Expenses shall be paid to the extent made or incurred in conjunction with an approved budget line item in the Development Plan as approved and revised from time to time by the JSC as set forth below. The JSC shall monitor and review on a quarterly basis the actual expenses incurred by the Parties in conducting development activities under the Development Plan and each Party shall promptly notify the JSC if it reasonably expects that its Development Expenses during any calendar period shall exceed by [***] percent [***] the then-current budgeted amount for such period. In such event, the JSC shall in good faith consider and review a corresponding amendment to either the applicable budget or the scope of development activities to be performed consistent with the Parties’ obligations under this Agreement.

      3.4 Right of Negotiation for [***] . At any time prior to the initiation of the [***] with a Product by Nycomed, upon written request of Micromet, the Parties shall [***] whether and under what terms Micromet may [***] . Such [***] may include the [***] for the clinical development, and an [***] to reflect the [***] borne by the Parties as a result of such [***] , and such other terms that the Parties may deem appropriate under the circumstances. For clarity, the Parties agree that Micromet’s rights with respect to [***] are limited to the [***] mentioned in this Section 3.4 unless the Parties agree otherwise in their sole discretion.

      3.5 Diligence in Development .

           3.5.1 Micromet shall use Commercially Reasonable Efforts to perform the activities assigned to it in the Development Plan. Micromet shall deliver certain data generated by Micromet to be included in the “CMC Part” of the BLA. All efforts of Micromet’s Affiliates, sublicensees and Third Party contractors shall be considered efforts of Micromet for the purpose of determining Micromet’s compliance with its obligations under this Section 3.5.1.

           3.5.2 Nycomed shall use Commercially Reasonable Efforts to develop each Product in one or more Indications with the objective of maximizing the overall commercial potential of such Product and to perform the activities assigned to it in the Development Plan. All efforts of Nycomed’s Affiliates, sublicensees and Third Party contractors shall be considered efforts of Nycomed for the purpose of determining Nycomed’s compliance with its obligations under this Section 3.5.2.

      3.6 Selection of Indications . The Parties agree that each Product may be effective for the treatment of Indications in the field of [***] diseases, but not limited to, rheumatoid arthritis, COPD, asthma, psoriasis, multiple sclerosis [***] diseases, and that it is in the best interest of both Parties to develop such Product broadly in multiple Indications subject to reasonable commercial and technical considerations. The Parties further agree to pursue a development strategy that initially focuses on the clinical development of the MT203 Product in [***] , and subject to reasonable commercial and technical considerations to expand the Development Plan to include additional Indications following the achievement of clinical proof of principle of such Product in [***] in a clinical trial. To that end, the Parties agree to include in the Development Plan the performance of development activities designed to establish in preclinical models proof of concept of the effectiveness of such Product in two other Indications. Such development activities shall be performed in parallel with the development of the MT203 Product in [***] . If the Parties achieve such preclinical proof of concept with one or more such additional Indications, the Development Plan shall be amended to include the development of the

MT203 Product in such additional Indications, subject to reasonable commercial and technical considerations, promptly after the achievement of proof of principle of such Product [***] in a clinical trial.

      3.7 Records .

           3.7.1 Micromet Records . All research, process development and preclinical work conducted by or on behalf of Micromet under the Development Plan shall be completely and accurately recorded, in sufficient detail and in good scientific manner, in separate laboratory notebooks in accordance with Applicable Law distinct from other work being conducted by Micromet.

           3.7.2 Nycomed Records . All development work for all Products performed by or on behalf of Nycomed shall be completely and accurately recorded, in sufficient detail and in good scientific manner, in separate laboratory notebooks distinct from other work being conducted. Nycomed shall also retain all clinical trial records required by Applicable Law to be maintained in connection with the development of all Products.

      3.8 Additional Products .

           3.8.1 Nycomed shall have the right at any time during the Term to initiate development of a Product in addition to the MT203 Product as an “ Additional Product ” under this Agreement upon prior written notice to Micromet other than Substitute Products described below. For the avoidance of doubt, the terms and conditions of this Agreement applicable to Products (other than those specifically limited to the MT203 Product) shall apply to such Additional Product. The development of the Product for an Indication following a Clinical Failure and discontinuance of development for another Indication shall not be deemed an Additional Product but rather a Substitute Product as defined below.

           3.8.2 Nycomed shall have the right at any time during the Term to initiate development of a Product other than the MT203 Product as replacement Product (a “ Substitute Product ”) under this Agreement upon prior written notice to Micromet in the event of a Clinical Failure of the MT203 Product and discontinuance of development of such Product by Nycomed. For the avoidance of doubt, the terms and conditions of this Agreement applicable to Products (other than those specifically limited to the MT203 Product) shall apply to such Substitute Product; provided, however, that Nycomed shall not be obligated to pay Micromet upon the achievement of any milestone event described in Exhibit E for such Substitute Product for which Nycomed previously paid Micromet in respect of the MT203 Product.

      3.9 Product Manufacture . As between the Parties, Micromet shall be responsible for, and shall use Commercially Reasonable Effort to, manufacture of the MT203 Product for clinical trials other than Phase 3 Trials for the Territory as described on Exhibit C and to be set forth in the Development Plan, including manufacturing of the finished Product, ingredients thereof and delivery systems therefor, including test method development and stability testing, formulation, process development, manufacturing scale-up, quality assurance/quality control development, quality control testing, packaging, release and regulatory activities related to all of the foregoing (it being understood that the supply and availability of a Product shall depend in

part upon the selection and availability of Third Party suppliers). Except as described in the foregoing, Nycomed shall be responsible for, and shall use Commercially Reasonable Efforts to, manufacture the Products prior to and following Marketing Approval pursuant to Article 4, either directly or through Third Parties (it being understood that the supply and availability of a Product shall depend in part upon the selection and availability of Third Party suppliers). In addition, Micromet and Nycomed shall agree and describe in the Development Plan the appropriate timeframe and activities that provide for the transfer of the applicable manufacturing processes for the MT203 Product to a Third Party manufacturer designated by Nycomed.

      4.1 General . As between the Parties, Nycomed shall be solely responsible for the Commercialization of the Products in the Territory during the Term. Nycomed shall use Commercially Reasonable Efforts to Commercialize the Products, either directly or through Third Parties (it being understood that the supply and availability of a Product shall depend in part upon the selection and availability of Third Party suppliers).

      4.2 Diligence in Commercialization . Nycomed shall, subject to reasonable commercial considerations in such country, launch the Products within [***] months after receiving Marketing Approval in any country in the Territory, and thereafter shall use Commercially Reasonable Efforts to Commercialize the Products in each such country.

      4.3 Branding, Trademarks, Trade Dress, and Logos . Nycomed shall solely own, and shall be solely responsible for selecting, the trademark used to identify a Product that shall be Commercialized in the Territory pursuant to this Agreement. Nycomed shall oversee the filing, prosecution and maintenance of all trademark registrations for a Product in the Territory. Nycomed shall be responsible for the payment of any and all costs relating to filing, prosecution, and maintenance of the trademarks for a Product in the Territory. Nycomed shall have sole responsibility for, and shall be sole owner of, all trade dress, logos, slogans, and designs used on and in connection with a Product in the Territory.

      5.1 Regulatory Filings; Inspections . Subject to Nycomed’s obligation to Commercialize the Products pursuant to Section 4, Nycomed shall be responsible for the preparation, filing, prosecution and maintenance of any Regulatory Filings for the Products. Micromet shall assist Nycomed, as reasonably necessary, in the preparation of Regulatory Filings, including providing necessary documents or other materials required by Applicable Law, all as provided for in the Development Plan (including any applicable timeframes) and in a format and standard reasonably agreed by the Parties, in each case at Nycomed’s expense. Nycomed shall promptly notify Micromet in writing and in advance of any meeting with or inspection by any Regulatory Authority relating to a Product. At Micromet’s option, Micromet may have an employee or Third Party consultant participate in such meeting or inspection as an observer.

      5.2 Regulatory Approvals; Adverse Drug Experiences . Nycomed shall be the holder of all marketing authorizations for the Products and shall be responsible for obtaining and

maintaining any Marketing Approvals and other regulatory approvals required for the Commercialization of the Products in the Territory, including communicating and preparing and filing all reports (including without limitation adverse drug experience reports) and the application for Marketing Approval with the applicable regulatory authorities. Nycomed shall comply with the standard of care in performing such activities reasonable and customary to the pharmaceutical industry and in compliance with all Applicable Law. To the extent either Party receives any information regarding adverse drug experiences related to the use of a Product, such Party shall promptly provide the other Party with such information as is required under Applicable Laws. Prior to the first commercial launch of a Product, the Parties shall agree on standard operating procedures implementing the requirements under Applicable Law regarding adverse event reporting, which procedures, as may be amended from time to time upon mutual agreement of the Parties, shall be incorporated in this Agreement by reference. The Parties acknowledge that the receipt of Marketing Approvals depends on, in part, the availability and sufficiency of efficacy and safety data for a Product.

      5.3 Communications with Regulatory Authorities . Nycomed shall be solely responsible for any communications with the regulatory authorities occurring or required in connection with obtaining or maintaining any Marketing Approvals for a Product. Nycomed shall promptly provide Micromet with copies of all written or electronic correspondence received from regulatory authorities relating to a Product, and shall provide Micromet with a reasonable opportunity to provide comments on any responses by Nycomed to such regulatory authorities. Upon the reasonable request of Nycomed, Micromet shall assist Nycomed to address requests from and communications to regulatory authorities applicable to Micromet’s activities conducted with respect to a Product, including data and information held by Micromet.

      5.4 Regulatory Records . Each Party shall maintain, or cause to be maintained, for at least [***] years and for at least [***] years after the termination of this Agreement, or for such longer period as may be required by Applicable Law, complete and accurate records of its respective development activities with respect to a Product in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which fully and properly reflect all work done and results achieved in the performance of its respective development activities. Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect and copy any such records, except to the extent that a Party reasonably determines that such records contain Confidential Information that is not licensed to the other Party, or to which the other Party does not otherwise have a right hereunder.

      6.1 License Grants by Micromet .

           6.1.1 Subject to the terms and conditions set forth in this Agreement, Micromet grants to Nycomed an exclusive, royalty-bearing license, with the right to grant sublicenses in accordance with Section 6.2, to the Licensed Technology (other than the Sublicensed Patents and the Sublicensed Know-How), to conduct research and development, make, have made, use, Commercialize, and import the Products in the Field in the Territory.

           6.1.2 Subject to the terms and conditions set forth in this Agreement and the

applicable Upstream Agreements, Micromet grants to Nycomed an exclusive, royalty-bearing sublicense, with the right to grant further sublicenses in accordance with Section 6.2, under the rights and licenses granted to Micromet in the Upstream Agreements with respect to the Sublicensed Technology, to research, develop, Commercialize, make, have made, use, offer for sale, sell, and import the Products in the Field in the Territory. Nycomed acknowledges and agrees that it has received a copy of each Upstream Agreement, and that the rights, licenses and sublicenses granted by Micromet to Nycomed in this Agreement are subject to the terms of the Upstream Agreements. Subject to section 6.8.2, Nycomed covenants not to take or fail to take any action that violates the terms of such Upstream Agreements applicable to sublicensees, or that would cause Micromet to be in breach of any of the terms of the Upstream Agreements.

      6.2 Sublicensing by Nycomed .

           6.2.1 General . Subject to the terms and conditions of this Agreement, Nycomed shall have the right to sublicense to a Third Party any rights granted under Section 6.1.1 or 6.1.2 with respect to a particular Product, through written sublicense agreements for (i) [***] to an entity having [***] and [***] at least [***] to [***] for the [***] or [***] of a Product, as [***] to the [***] and [***] under the [***] for [***] and (ii) other [***] in the [***] in its [***]. In connection with the grant of any such sublicense, Nycomed shall remain responsible to Micromet for the performance of Nycomed’s obligations under this Agreement.

           6.2.2 SCA Patent Option . If Nycomed desires to initiate the development of a Product comprising a [***], Nycomed shall provide written notice thereof to Micromet. Upon receipt of such notice, the definition of “Licensed Patents” shall be expanded to include the Patents listed in Exhibit F , by amending Exhibit A-2 to include such Patents, and Nycomed shall be granted a license or sublicense, as applicable, under the SCA Patents pursuant to the terms of Section 6.1.1 or 6.1.2, as applicable, and the other terms of this Agreement. Any license or sublicense under this Agreement to the [***] shall be subject to the terms of the applicable Upstream Agreements, including the exclusion of the research, development, manufacture, use, or sale of any product described in Exhibit I .

      6.3 License Grant by Nycomed . Subject to the terms and conditions set forth in this Agreement, Nycomed grants to Micromet a non-exclusive, royalty-free license, under any applicable Patents or Know-How Controlled by Nycomed, to conduct those development responsibilities assigned to Micromet under the Development Plan. Such license shall be sublicensable solely to subcontractors approved by the JSC, such approval not be unreasonably withheld.

      6.4 Reservation of Rights . Nycomed hereby covenants and agrees not to use any Licensed Technology, nor cause or authorize any Affiliate or Third Party to use any Licensed Technology, other than as expressly permitted in this Agreement. Except for the rights specifically granted in this Agreement and subject to Section 6.9, Micromet reserves all rights to the Licensed Technology and reserves the right to utilize or allow Third Parties to utilize the Licensed Technology consistent with the terms of this Agreement. In addition, Micromet reserves all rights in the Licensed Technology to the extent necessary for it to conduct those

development responsibilities assigned to it under the Development Plan. No implied licenses are granted under this Agreement. Notwithstanding anything in this Agreement to the contrary, no l