LICENSE AGREEMENT

Exhibit 10.51

***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

LICENSE AGREEMENT

      This License Agreement (this “Agreement”), effective as of October 30, 2000 (the “Effective Date”), is between DYAX Corp. , a Delaware corporation, having a principal place of business at One Kendall Square, Bldg. 600, Suite 623, Cambridge, Massachusetts 02139 USA (“Licensor”); and Micromet AG (“Licensee”), a corporation having a principal place of business at Am Klopfrespitz 19, D-82152 Martinsried, Germany.

Recitals

      A.  Licensor has the right to grant licenses to and under certain technology described and claimed in U.S. Patent No. [***] entitled “[***]”, U.S. Patent No. [***] entitled “[***]”, U.S. Patent No. [***] entitled “[***]”, U.S. Patent No. [***] entitled “[***]”, and associated patent rights.

      B.  Licensee desires to obtain a license from Licensor to practice the inventions described in the patents referenced above and Licensor is willing to grant such a license on the terms and subject to the conditions provided herein.

      Now, Therefore, in consideration of the mutual covenants set forth in this Agreement, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

     For purposes of this Agreement, the terms defined in this Article shall have the meanings specified below:

      1.1 “ Affiliate ” shall mean a corporation or other legal entity that controls, is controlled by, or is under common control with such party. For purposes of this definition, “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding equity securities of a corporation which are entitled to vote in the election of directors or a more than fifty percent (50%) interest in the net assets or profits of an entity which is not a corporation.

      1.2 “ Field of Use ” shall mean human therapeutics and prophylactic purposes only and the use of in vitro antibody diagnostics in connection with such human therapeutic and prophylactic uses; provided that such in vitro antibody diagnostics shall be limited to those that detect or diagnose a disease or condition indicated for a Licensed Product and are reasonably

required for Licensee’s commercialization of such Licensed Product. The Field of Use shall not include any other in vitro diagnostic use; nor shall it include any in vivo diagnostics, purification or separations, agricultural, industrial enzymes, or other purposes.

      1.3 “ First Commercial Sale ” shall mean the initial transfer by Licensee or any of its sublicensees, distributors, or marketing or co-promotion partners of the Licensed Product for value and not for demonstration, testing or promotional purposes.

      1.4 “ Licensed Product ” shall mean a product containing either the antibody MT201 or MT202, of any Ig isotype, that binds to EpCAM, and that is discovered, made or developed using a method covered by a claim of the Patent Rights.

      1.5 “ Licensee ” shall mean Micromet AG identified as a party above and any Affiliate.

      1.6 “ Licensor ” shall mean Dyax Corp. identified as a party above and any Affiliate.

      1.7 “ Patent Rights ” shall mean United States Patent Nos. [***] (collectively, the “U.S. Patents”), reissues, reexaminations, renewals and extensions thereof, and all continuations, continuations-in-part and divisionals of the applications for such U.S. patents and all counterparts thereto in countries outside the United States, all of which patents and patent applications as of the Effective Date are listed in Attachment A. Patent Rights shall exclude (i) [***] to the extent that it covers single chain antibodies, or (ii) any claim to specific protein or peptide sequences, or nucleic acids thereof, that bind to a specific biological or molecular target.

     The above definitions are intended to encompass the defined terms in both the singular and plural forms.

ARTICLE 2

GRANT OF RIGHTS

      2.1 License Grant . Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a world-wide, nonexclusive license (without the right to grant sublicenses) under Patent Rights to research and develop, make, have made, use, import, sell and have sold Licensed Product in the Field of Use. Although Licensee may not sublicense the right to research and develop Licensed Products in the Field of Use, subject to the payment provisions of Article 3, Licensee may sublicense the right to make, have made, sell or have sold the Licensed Products in the Field of Use.

      2.2 Limitation of Rights . Licensee acknowledges that its rights under Patent Rights are limited to those expressly granted herein and that Licensee are expressly prohibited from selling, transferring or otherwise making available the Licensed Product to third parties outside the Field of Use.

      2.3 Covenant Not to Sue . In partial consideration for the license grant hereunder, Licensee agrees not to enforce against Licensor any patent right owned or controlled by Licensee that arose out of the use of the license granted under this Agreement that Licensor may infringe in practicing the inventions claimed in Patent Rights. Nothing in this Section 2.3 is intended to grant Licensor any proprietary rights or rights to nonsuit with respect to the Licensed Product. The parties agree that the covenant not to sue in this Section 2.3 is a right that transfers with any sale or disposition by Licensee of the applicable patent right.

ARTICLE 3

PAYMENT OBLIGATIONS

      3.1 Signing Fee and Milestones . Licensee agrees to make the following payments to Licensor in connection with the license rights granted under this Agreement and upon satisfaction of all of the payment obligations, Licensee shall have a fully paid up irrevocable non-exclusive license under the Patent Rights with respect to the Licensed Product.

           (a) Signing Fee . Licensee agrees to pay Licensor, within ten (10) days of the Effective Date, a non-refundable signing fee in the amount of $[***].

           (b) IND Milestone . Licensee agrees to pay Licensor the amount of $[***] on the earlier of April 30, 2001 or within thirty (30) days of filing of the first application for an Investigational New Drug (“IND”) in the United States or foreign equivalent thereof for the Licensed Product.

           (c) Phase III Milestone . Licensee agrees to pay Licensor the amount of $[***] within [***] ([***]) days of the start of the first [***] clinical trial (as defined in Section 3.3) for the Licensed Product.

           (d) NDA Milestone . Licensee agrees to pay Licensor the amount of $[***] within [***] ([***]) days of the first New Drug Application (“NDA”) in the United States or foreign equivalent thereof for the Licensed Product.

           (e) First Commercial Sale . Licensee agrees to pay Licensor the amount of $[***] within [***] ([***]) days of the First Commercial Sale of the Licensed Product.

           (f) First Anniversary . Within [***] ([***]) days of the [***] of the First Commercial Sale, Licensee agrees to pay Licensor the amount of $[***].

     If at the time payment is due under d., e. and f. above, any EPO patent in the Patent Rights has n