***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2
COLLABORATION AND LICENSE AGREEMENT
This Collaboration and License Agreement (the “ Agreement ”) is made and entered into effect as of
October 28, 2009 (the “ Effective Date ”), by and between MICROMET AG , having its principal place of
business at Staffelseestrasse 2, 81477 Munich, Germany (“ Micromet ”), and SANOFI-AVENTIS , having its
principal place of business at 174, avenue de France, 75635 Paris Cedex 13, France (“ Sanofi ”). Micromet
and Sanofi each may be referred to herein individually as a “ Party ,” or collectively as the “ Parties .”
A. Micromet has developed a proprietary platform for the discovery, research, and development
antibodies, which may have applications in the treatment of cancer and other diseases.
B . Sanofi is a global pharmaceutical company with experience in the development and
commercialization of pharmaceutical products.
C. Micromet and Sanofi desire to collaborate on the research and development of one or more
products comprising a BiTE antibody binding to a specific target, and to have Sanofi further develop,
manufacture and commercialize such products on a worldwide basis.
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:
When used in this Agreement, capitalized terms will have the meanings as defined below and throughout
1.1 “Additional Third Party IP” has the meaning as defined in Section 8.5.2.
1.2 “ Affiliate ” means an entity that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common contro