{"id":43483,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/offer-to-purchase-acquisition-of-micromet-inc-by-amgen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"offer-to-purchase-acquisition-of-micromet-inc-by-amgen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/offer-to-purchase-acquisition-of-micromet-inc-by-amgen-inc.html","title":{"rendered":"Offer to Purchase – Acquisition of Micromet, Inc. by Amgen Inc."},"content":{"rendered":"

Offer to Purchase for Cash <\/strong><\/p>\n

All Outstanding Shares of Common Stock <\/strong><\/p>\n

(Including the Associated Preferred Share Purchase
\nRights) <\/strong><\/p>\n

of <\/strong><\/p>\n

MICROMET, INC. <\/strong><\/p>\n

at <\/strong><\/p>\n

$11.00 Net Per Share <\/strong><\/p>\n

by <\/strong><\/p>\n

ARMSTRONG ACQUISITION CORP., <\/strong><\/p>\n

a wholly owned subsidiary of <\/strong><\/p>\n

\n

AMGEN INC. <\/strong><\/p>\n

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
\nMIDNIGHT, NEW YORK CITY TIME, AT THE END OF THURSDAY, MARCH 1, 2012, UNLESS THE
\nOFFER IS EXTENDED. <\/strong><\/p>\n

The Offer (as defined herein) is being made pursuant to the Agreement and
\nPlan of Merger, dated as of January 25, 2012 (as it may be amended, modified or
\nsupplemented from time to time in accordance with its terms, the “Merger
\nAgreement”), by and among Amgen Inc., a Delaware corporation (“Amgen”),
\nArmstrong Acquisition Corp., a Delaware corporation (“Purchaser”) and a
\nwholly-owned subsidiary of Amgen, and Micromet, Inc., a Delaware corporation
\n(“Micromet”). Purchaser is offering to purchase all of the shares of common
\nstock, par value $0.00004 per share (together with the associated preferred
\nshare purchase rights, the “Shares”), of Micromet that are issued and
\noutstanding at a price of $11.00 per Share, net to the seller in cash (the
\n“Offer Price”), without interest, less any applicable withholding taxes, upon
\nthe terms and subject to the conditions set forth in this offer to purchase
\n(this “Offer to Purchase”) and the related letter of transmittal (the “Letter of
\nTransmittal”), which, together with any amendments or supplements hereto and
\nthereto, collectively constitute the “Offer.”<\/p>\n

Pursuant to the Merger Agreement, following the consummation of the Offer and
\nthe satisfaction or waiver of the remaining conditions set forth in the Merger
\nAgreement, Purchaser will merge with and into Micromet (the “Merger”), with
\nMicromet continuing as the surviving corporation in the Merger and as a
\nwholly-owned subsidiary of Amgen. At the effective time of the Merger (the
\n“Effective Time”), each Share then outstanding (other than Shares that are held
\nby any stockholders who properly demand appraisal in connection with the Merger
\nas described in Section 17 : “Certain Legal Matters; Regulatory Approvals :
\nAppraisal Rights”) will be converted into the right to receive the Offer Price,
\nwithout interest, less any applicable withholding taxes, except for Shares then
\nowned by Amgen, Micromet or any of their respective wholly-owned subsidiaries,
\nwhich Shares will be cancelled and retired and will cease to exist, and no
\nconsideration will be delivered in exchange therefor. Under no circumstances
\nwill interest be paid with respect to the purchase of Shares pursuant to the
\nOffer, regardless of any extension of the Offer or any delay in making payment
\nfor Shares.<\/p>\n

THE BOARD OF DIRECTORS OF MICROMET UNANIMOUSLY
\nRECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES INTO THE OFFER. <\/strong><\/p>\n

After careful consideration, the board of directors of Micromet (the
\n“Micromet Board”) has unanimously (1) determined that the Merger Agreement and
\nthe transactions contemplated by the Merger Agreement are advisable, fair to and
\nin the best interests of Micromet and its stockholders, (2) approved, and
\ndeclared advisable, the Merger Agreement, the Offer, the Merger and the
\ntransactions contemplated by the Merger Agreement in accordance with the
\nrequirements of Delaware law and (3) resolved to recommend that Micromet’s
\nstockholders accept the Offer and tender their Shares to Purchaser pursuant to
\nthe Offer, and, to the extent required by applicable law, adopt the Merger
\nAgreement. <\/strong><\/p>\n

The Offer is not subject to any financing condition. <\/strong>The
\nOffer is conditioned upon: (i) there being validly tendered in accordance with
\nthe terms of the Offer and not validly withdrawn prior to 12:00 midnight, New
\nYork City time, at the end of Thursday, March 1, 2012 (the “Expiration Date,”
\nunless the Offer is extended pursuant to and in accordance with the terms of the
\nMerger Agreement, in which event “Expiration Date” will mean the latest time and
\ndate at which the Offer, as so extended, will expire) that number of Shares that
\nwhen added to the Shares then beneficially owned by Amgen and its subsidiaries
\nwould represent one Share more than one-half (1\/2) of the total number of then
\noutstanding Shares on a fully diluted basis (which total number is the number of
\nShares issued and outstanding plus the number of Shares which Micromet would be
\nrequired to issue pursuant to any then outstanding options, warrants or other
\nrights to acquire Shares (other than the Top-Up Option (as defined below))
\nregardless of whether or not then vested) and (ii) the termination or expiration
\nof any applicable waiting period under the Hart-Scott-Rodino Antitrust
\nImprovements Act of 1976, as amended, and the regulations thereunder (the “HSR
\nAct”), as well as other customary conditions. See Section 15 : “Conditions to
\nthe Offer.”<\/p>\n

A summary of the principal terms of the Offer appears on pages i through ix.
\nYou should read this entire Offer to Purchase and the Letter of Transmittal
\ncarefully before deciding whether to tender your Shares into the Offer.<\/p>\n

The Dealer-Manager for the Offer is: <\/strong><\/p>\n

\n

February 2, 2012<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

IMPORTANT <\/strong><\/p>\n

If you desire to tender all or any portion of your Shares to Purchaser
\npursuant to the Offer, you should, prior to the Expiration Date, (i) complete
\nand execute the Letter of Transmittal that is enclosed with this Offer to
\nPurchase in accordance with the instructions contained therein, and mail or
\ndeliver the Letter of Transmittal together with the certificates representing
\nyour Shares and any other required documents, to American Stock Transfer & Trust Company, LLC, in its capacity as depositary for the Offer (the
\n“Depositary”), (ii) tender your Shares by book-entry transfer by following the
\nprocedures described in Section 3 : “Procedures for Accepting the Offer and
\nTendering Shares : Book-Entry Transfer” or (iii) if applicable, request that
\nyour broker, dealer, commercial bank, trust company or other nominee effect the
\ntransaction for you. If you hold Shares registered in the name of a broker,
\ndealer, commercial bank, trust company or other nominee, you must contact such
\nnominee in order to tender your Shares to Purchaser pursuant to the Offer. The
\nassociated preferred share purchase rights are currently evidenced by the
\ncertificates representing shares of Micromet common stock, and by tendering
\nshares of Micromet common stock, a stockholder will also tender the associated
\npreferred share purchase rights. If the preferred share purchase rights are
\nseparated from the shares of Micromet common stock under the terms of the Rights
\nAgreement (as defined below), stockholders will be required to tender one
\nassociated preferred share purchase right for each shares of Micromet common
\nstock tendered in order to effect a valid tender of such shares of Micromet
\ncommon stock.<\/p>\n

If you desire to tender your Shares pursuant to the Offer and the
\ncertificates representing your Shares (and\/or, if applicable, associated
\npreferred share purchase rights) are not immediately available, or you cannot
\ncomply in a timely manner with the procedures for tendering your Shares by
\nbook-entry transfer or you cannot deliver all required documents to the
\nDepositary prior to the Expiration Date, you may tender your Shares to Purchaser
\npursuant to the Offer by following the procedures for guaranteed delivery
\ndescribed in Section 3 : “Procedures for Accepting the Offer and Tendering
\nShares : Guaranteed Delivery.”<\/p>\n

*****<\/p>\n

Georgeson Inc., the information agent for the Offer, may be contacted at the
\naddress and telephone numbers set forth on the back cover of this Offer to
\nPurchase for questions and\/or requests for additional copies of this Offer to
\nPurchase, the Letter of Transmittal, the notice of guaranteed delivery and other
\ntender offer materials. You may also contact your broker, dealer, commercial
\nbank, trust company or other nominee for assistance.<\/p>\n

This Offer to Purchase and the Letter of Transmittal contain
\nimportant information, and you should read both carefully and in their entirety
\nbefore making a decision with respect to the Offer. <\/strong><\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\nSUMMARY
\nTERM SHEET<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

i<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\nINTRODUCTION<\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\nTHE
\nTENDER OFFER<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

\nTerms
\nof the Offer.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

\nAcceptance
\nfor Payment and Payment for Shares.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

\nProcedures
\nfor Accepting the Offer and Tendering Shares.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

\nWithdrawal
\nRights.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

\nCertain
\nMaterial U.S. Federal Income Tax Consequences of the Offer and the Merger.<\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

\nPrice
\nRange of Shares; Dividends.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

7.<\/p>\n<\/td>\n

<\/td>\n\n

\nCertain
\nInformation Concerning Micromet.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

8.<\/p>\n<\/td>\n

<\/td>\n\n

\nCertain
\nInformation Concerning Purchaser and Amgen.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

9.<\/p>\n<\/td>\n

<\/td>\n\n

\nSource
\nand Amount of Funds.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

10.<\/p>\n<\/td>\n

<\/td>\n\n

\nBackground
\nof the Offer; Past Contacts, Transactions, Negotiations and Agreements with
\nMicromet.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

11.<\/p>\n<\/td>\n

<\/td>\n\n

\nThe
\nMerger Agreement; Other Agreements.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

12.<\/p>\n<\/td>\n

<\/td>\n\n

\nPurpose
\nof the Offer; Plans for Micromet.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

13.<\/p>\n<\/td>\n

<\/td>\n\n

\nCertain
\nEffects of the Offer.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

14.<\/p>\n<\/td>\n

<\/td>\n\n

\nDividends
\nand Distributions.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

15.<\/p>\n<\/td>\n

<\/td>\n\n

\nConditions
\nto the Offer.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

16.<\/p>\n<\/td>\n

<\/td>\n\n

\nAdjustments
\nto Prevent Dilution<\/a>.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

17.<\/p>\n<\/td>\n

<\/td>\n\n

\nCertain
\nLegal Matters; Regulatory Approvals.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

18.<\/p>\n<\/td>\n

<\/td>\n\n

\nFees
\nand Expenses.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

19.<\/p>\n<\/td>\n

<\/td>\n\n

\nMiscellaneous<\/a>.\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\nAnnex
\nA Certain Information Regarding the Directors and Executive Officers of Amgen
\nInc.<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A-1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

\nAnnex
\nB Certain Information Regarding the Directors and Executive Officers of
\nPurchaser<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

B-1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

SUMMARY TERM SHEET <\/strong><\/p>\n\n\n\n
\n

Securities Sought: <\/strong><\/p>\n<\/td>\n

\n

All of the shares of common stock, par value $0.00004 per share (together
\nwith the associated preferred share purchase rights, the “Shares”), of Micromet,
\nInc., a Delaware corporation (“Micromet”), that are issued and outstanding.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Price Offered Per Share: <\/strong><\/p>\n<\/td>\n

\n

$11.00 per Share, net to the seller in cash (the “Offer Price”), without
\ninterest, less any applicable withholding taxes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Scheduled Expiration Date: <\/strong><\/p>\n<\/td>\n

\n

12:00 midnight, New York City time, at the end of Thursday, March 1, 2012,
\nunless the Offer (as defined below) is extended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Purchaser: <\/strong><\/p>\n<\/td>\n

\n

Armstrong Acquisition Corp., a Delaware corporation (“Purchaser”) and a
\nwholly-owned subsidiary of Amgen Inc., a Delaware corporation (“Amgen”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Micromet Board Recommendation: <\/strong><\/p>\n<\/td>\n

\n

The board of directors of Micromet (the “Micromet Board”) has unanimously (1)
\ndetermined that the Merger Agreement (as defined below) and the transactions
\ncontemplated by the Merger Agreement are advisable, fair to and in the best
\ninterests of Micromet and its stockholders, (2) approved, and declared
\nadvisable, the Merger Agreement, the Offer, the Merger (as defined below) and
\nthe transactions contemplated by the Merger Agreement in accordance with the
\nrequirements of Delaware law and (3) resolved to recommend that Micromet’s
\nstockholders accept the Offer and tender their Shares to Purchaser pursuant to
\nthe Offer, and, to the extent required by applicable law, adopt the Merger
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The following are some questions that you, as a stockholder of Micromet,
\nmay have and answers to those questions. This summary term sheet highlights
\nselected information from this offer to purchase (this “Offer to Purchase”) and
\nmay not contain all of the information that is important to you and is qualified
\nin its entirety by the more detailed descriptions and explanations contained in
\nthis Offer to Purchase and the related letter of transmittal (the “Letter of
\nTransmittal”), which, together with any amendments or supplements hereto and
\nthereto, collectively constitute the “Offer.” To better understand the Offer and
\nfor a complete description of the terms of the Offer, you should read this Offer
\nto Purchase, the Letter of Transmittal and the other documents to which we refer
\nyou carefully and in their entirety. Questions or requests for assistance may be
\ndirected to Georgeson Inc., our information agent (the “Information Agent”), at
\nthe address and telephone numbers set forth for the Information Agent on the
\nback cover of this Offer to Purchase. Unless otherwise indicated in this Offer
\nto Purchase or the context otherwise requires, all references in this Offer to
\nPurchase to “we,” “our” or “us” refer to Purchaser. <\/em><\/p>\n

Who is offering to buy my Shares? <\/strong><\/p>\n

We are a wholly-owned subsidiary of Amgen incorporated under the laws of the
\nState of Delaware and were formed for the purpose of making the Offer and
\nthereafter consummating the merger (the “Merger”) with and into Micromet, with
\nMicromet continuing as the surviving corporation in the Merger (the “Surviving
\nCorporation”) and as a wholly-owned subsidiary of Amgen. To date, we have not
\ncarried on any activities other than those related to our formation, the Merger
\nAgreement, the Offer and the Merger. Amgen is a corporation incorporated under
\nthe laws of the State of Delaware. See the “Introduction” and Section 8 :
\n“Certain Information Concerning Purchaser and Amgen.”<\/p>\n

i<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

How many Shares are you offering to purchase in the Offer? <\/strong>\n<\/p>\n

We are making the Offer to purchase all issued and outstanding Shares on the
\nterms and subject to the conditions set forth in this Offer to Purchase and the
\nLetter of Transmittal. See the “Introduction” and Section 1 : “Terms of the
\nOffer.”<\/p>\n

Why are you making the Offer? <\/strong><\/p>\n

We are making the Offer pursuant to the Agreement and Plan of Merger, dated
\nas of January 25, 2012, by and among Amgen, Micromet and us (as it may be
\namended, modified or supplemented from time to time in accordance with its
\nterms, the “Merger Agreement”), in order to acquire control of, and ultimately
\nfollowing the Merger, the entire equity interest in, Micromet, while allowing
\nMicromet’s stockholders an opportunity to receive the Offer Price promptly (and
\nin any event within three business days after our acceptance of such Shares) by
\ntendering their Shares into the Offer. If the Offer is consummated, we, Amgen
\nand Micromet expect to consummate the Merger as promptly as practicable
\nthereafter in accordance with the General Corporation Law of the State of
\nDelaware (the “DGCL”). At the effective time of the Merger (the “Effective
\nTime”), Micromet will become a wholly-owned subsidiary of Amgen. See Section 12
\n: “Purpose of the Offer; Plans for Micromet.”<\/p>\n

How much are you offering to pay and what is the form of payment?
\nWill I have to pay any fees or commissions? <\/strong><\/p>\n

We are offering to pay $11.00 per Share, net to the seller in cash, without
\ninterest, less any applicable withholding taxes. If you are the record owner of
\nyour Shares and you tender your Shares to us in the Offer, you will not have to
\npay brokerage fees, commissions or similar expenses. If you own your Shares
\nthrough a broker, dealer, commercial bank, trust company or other nominee and
\nsuch nominee tenders your Shares on your behalf, such nominee may charge you a
\nfee for doing so. You should consult with your broker, dealer, commercial bank,
\ntrust company or other nominee to determine whether any charges will apply. See
\nthe “Introduction,” Section 1 : “Terms of the Offer” and Section 2 : “Acceptance
\nfor Payment and Payment for Shares.”<\/p>\n

What does the Micromet Board recommend? <\/strong><\/p>\n

After careful consideration, the Micromet Board has unanimously (1)
\ndetermined that the Merger Agreement and the transactions contemplated by the
\nMerger Agreement are advisable, fair to and in the best interests of Micromet
\nand its stockholders, (2) approved, and declared advisable, the Merger
\nAgreement, the Offer, the Merger and the transactions contemplated by the Merger
\nAgreement in accordance with the requirements of Delaware law and (3) resolved
\nto recommend that Micromet’s stockholders accept the Offer and tender their
\nShares to us pursuant to the Offer, and, to the extent required by applicable
\nlaw, adopt the Merger Agreement.<\/p>\n

See the “Introduction” and Section 12 : “Purpose of the Offer; Plans for
\nMicromet” and Micromet’s Solicitation\/Recommendation Statement on Schedule 14D-9
\n(the “Schedule 14D-9”) that is being filed with the Securities Exchange
\nCommission (the “SEC”) and, together with this Offer to Purchase, the Letter of
\nTransmittal and other related materials, mailed to Micromet’s stockholders in
\nconnection with the Offer.<\/p>\n

What are the most significant conditions to the Offer? <\/strong><\/p>\n

The Offer is conditioned upon, among other things:<\/p>\n

(a) there being validly tendered and not withdrawn prior to the Expiration
\nDate (as defined below) that number of Shares that when added to the Shares then
\nbeneficially owned by Amgen and its subsidiaries would represent one Share more
\nthan one-half (1\/2) of the total number of then outstanding Shares on a fully
\ndiluted basis (which total number is the number of Shares issued and outstanding
\nplus the number of Shares which Micromet would be required to issue pursuant to
\nany then outstanding options, warrants or other rights to acquire Shares (other
\nthan the Top-Up Option (as defined below)) regardless of whether or not then
\nvested) (the “Minimum Condition”); and<\/p>\n

ii<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

(b) the applicable waiting period under the Hart-Scott-Rodino Antitrust
\nImprovements Act of 1976, as amended, and the regulations thereunder (the “HSR
\nAct”) having expired or been terminated (the “HSR Condition”), as well as other
\ncustomary conditions.<\/p>\n

We may waive any condition, in whole or in part, other than the Minimum
\nCondition, at any time and from time to time, without Micromet’s consent. See
\nSection 15 : “Conditions to the Offer.”<\/p>\n

Is the Offer subject to any financing condition? <\/strong><\/p>\n

No. The Offer is not subject to any financing condition.<\/p>\n

What percentage of Shares do you or your affiliates currently own?
\n<\/strong><\/p>\n

Neither we nor Amgen nor any of our respective affiliates currently own any
\nShares.<\/p>\n

Do you have the financial resources to pay for all Shares? <\/strong>\n<\/p>\n

Yes. The total amount of funds required by us to consummate the Offer and
\npurchase all outstanding Shares in the Offer and to provide funding in
\nconnection with the Merger is approximately $1.16 billion, plus related fees and
\nexpenses. Amgen, our parent company, will provide us with sufficient funds to
\npurchase all Shares validly tendered in the Offer and will provide funding for
\nour acquisition of the remaining Shares in the Merger. Amgen expects to fund
\nsuch cash requirements from its available cash. The Offer is not subject to any
\nfinancing condition. See Section 9 : “Source and Amount of Funds.”<\/p>\n

Is your financial condition relevant to my decision to tender into
\nthe Offer? <\/strong><\/p>\n

No. We do not think that our financial condition is relevant to your decision
\nwhether to tender Shares and accept the Offer because:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the consummation of the Offer is not subject to any financing condition;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Offer is being made for all Shares solely for cash;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if the Offer is consummated, we will acquire all remaining Shares in the
\nMerger for the same cash price as was paid in the Offer (i.e., the Offer Price);
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

we, through Amgen, have sufficient funds available to us to purchase all
\nShares validly tendered and not properly withdrawn pursuant to the Offer and to
\nprovide funding for the Merger in light of Amgen’s financial capacity in
\nrelation to the amount of consideration payable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

See Section 9 : “Source and Amount of Funds” and Section 11 : “The Merger
\nAgreement; Other Agreements.”<\/p>\n

How long do I have to decide whether to tender into the Offer?
\n<\/strong><\/p>\n

You will be able to tender your Shares into the Offer until 12:00 midnight,
\nNew York City time, at the end of Thursday, March 1, 2012 (the “Expiration
\nDate,” unless we extend the Offer pursuant to and in accordance with the terms
\nof the Merger Agreement, in which event “Expiration Date” will mean the latest
\ntime and date at which the Offer, as so extended by us, will expire). Further,
\nif you cannot deliver everything that is required in order to make a valid
\ntender in accordance with the terms of the Offer by the Expiration Date, you may
\nbe able to use a guaranteed delivery procedure by which a broker, a bank or any
\nother fiduciary that is an eligible institution may guarantee that the missing
\nitems will be received by American Stock Transfer & Trust Company, LLC, our
\ndepositary for the Offer (the “Depositary”), within three NASDAQ Stock Market
\n(“NASDAQ”) trading days. Please give your broker, dealer, commercial bank, trust
\ncompany or other nominee instructions in sufficient time to permit such nominee
\nto tender your Shares by the Expiration Date. See Section 1 : “Terms of the
\nOffer” and Section 3 : “Procedures for Accepting the Offer and Tendering
\nShares.”<\/p>\n

iii<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Can the Offer be extended and, if so, under what circumstances can or
\nwill the Offer be extended? <\/strong><\/p>\n

Yes, the Offer can be extended. In some cases, we are required to extend the
\nOffer beyond the initial Expiration Date, but in no event will we be required to
\nextend the Offer beyond the End Date (as defined below).<\/p>\n

Pursuant to the Merger Agreement, we are required to extend the Offer:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

for periods of not more than five business days each, or such other number of
\nbusiness days as we, Amgen and Micromet may agree, but not beyond June 25, 2012
\n(the “End Date”), in order to permit the satisfaction of all remaining
\nconditions (subject to our right to waive any condition to the Offer (other than
\nthe Minimum Condition) in accordance with the Merger Agreement), if at any
\nscheduled Expiration Date any condition to the Offer has not been satisfied or
\nwaived (other than the Minimum Condition, which we may not waive); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

for any period or periods required by applicable law or any interpretation or
\nposition of the SEC or its staff or NASDAQ or its staff, provided that (1) we
\nwill extend the then current Expiration Date until the first business day on
\nwhich the Offer can be accepted under applicable law and (2) we are not
\nobligated to extend the Offer beyond the End Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If we extend the Offer, such extension will extend the time that you will
\nhave to tender your Shares. See Section 1 : “Terms of the Offer”.<\/p>\n

How will I be notified if the time period during which I can tender
\nmy Shares into the Offer is extended? <\/strong><\/p>\n

If we extend the Offer, we will inform the Depositary of that fact and will
\nmake a public announcement of the extension no later than 9:00 a.m., New York
\nCity time, on the next business day after the previously scheduled Expiration
\nDate.<\/p>\n

If we elect to provide a subsequent offering period, a public announcement of
\nsuch election will be made no later than 9:00 a.m., New York City time, on the
\nnext business day following the Expiration Date.<\/p>\n

Will there be a subsequent offering period? <\/strong><\/p>\n

We may elect to provide a subsequent offering period of neither less than
\nthree business days nor more than 20 business days, during which time Micromet’s
\nstockholders whose Shares have not been tendered prior to the Expiration Date
\n(or whose Shares were tendered and later withdrawn prior to the Expiration Date)
\nmay tender, but not withdraw, their Shares and receive the Offer Price. See
\nSection 1 : “Terms of the Offer” and Section 4 : “Withdrawal Rights”.<\/p>\n

What is the difference between an extension of the Offer and a
\nsubsequent offering period? <\/strong><\/p>\n

If the Offer is extended, no Shares will be accepted or paid for until
\nfollowing the Expiration Date (as so extended), and you will be able to withdraw
\nyour Shares until the Expiration Date.<\/p>\n

A subsequent offering period, if one is provided, would occur after the time
\nwe accept for payment Shares tendered in the Offer (the “Acceptance Time”) and
\nafter we have become obligated to pay for all Shares that were validly tendered
\nand not properly withdrawn prior to the Expiration Date. Shares that are validly
\ntendered during a subsequent offering period will be accepted and paid for
\npromptly after they are received and cannot be withdrawn. See Section 1 : “Terms
\nof the Offer” and Section 4 : “Withdrawal Rights.”<\/p>\n

How do I tender my Shares into the Offer? <\/strong><\/p>\n

To tender your Shares into the Offer, you must deliver the certificates
\nrepresenting your Shares, together with a properly completed and duly executed
\nLetter of Transmittal, together with any required signature guarantees (or, in
\nthe case of book-entry transfer of Shares, either such Letter of Transmittal or
\nan Agent’s<\/p>\n

iv<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Message (as defined in Section 3 : “Procedures for Accepting the Offer and
\nTendering Shares : Valid Tender of Shares”) in lieu of such Letter of
\nTransmittal), and any other documents required by the Letter of Transmittal, to
\nthe Depositary prior to the Expiration Date. If your Shares are held in street
\nname (i.e., through a broker, dealer, commercial bank, trust company or other
\nnominee), your Shares can be tendered by such nominee through The Depository
\nTrust Company. If you are unable to deliver any required document or instrument
\nto the Depositary prior to the Expiration Date, you may gain some extra time by
\nhaving a broker, a bank or any other fiduciary that is an eligible guarantor
\ninstitution guarantee that the missing items will be received by the Depositary
\nby using the enclosed notice of guaranteed delivery (the “Notice of Guaranteed
\nDelivery”). For the tender to be valid, however, the Depositary must receive the
\nNotice of Guaranteed Delivery prior to the Expiration Date and must then receive
\nthe missing items within three NASDAQ trading days after the date of execution
\nof such Notice of Guaranteed Delivery. See Section 3 : “Procedures for Accepting
\nthe Offer and Tendering Shares.”<\/p>\n

If the associated preferred share purchase rights separate from Micromet’s
\ncommon stock under the terms of the Rights Agreement, dated as of November 3,
\n2004, between Micromet (as successor to CancerVax Corporation) and American
\nStock Transfer & Trust Company, LLC (as successor to Mellon Investor
\nServices LLC), as rights agent (as amended, the “Rights Agreement”), you also
\nmust tender one associated preferred share purchase right for each share of
\ncommon stock tendered in order to validly tender such shares in the Offer.<\/p>\n

Until what time may I withdraw previously tendered Shares? <\/strong>\n<\/p>\n

Shares tendered into the Offer may be withdrawn at any time prior to the
\nExpiration Date. Thereafter, tenders of Shares are irrevocable, except that they
\nmay also be withdrawn after April 2, 2012 which is the 60th day from the
\ncommencement of the Offer, unless such Shares have already been accepted for
\npayment by us pursuant to the Offer. If you tendered your Shares by giving
\ninstructions to a broker, dealer, commercial bank, trust company or other
\nnominee, you must instruct such nominee to arrange for the withdrawal of your
\nShares. See Section 4 : “Withdrawal Rights.”<\/p>\n

You may not withdraw Shares tendered during any subsequent offering period
\nthat we may elect to provide. See Section 4 : “Withdrawal Rights.”<\/p>\n

How do I properly withdraw previously tendered Shares? <\/strong><\/p>\n

To properly withdraw any of your previously tendered Shares, you must deliver
\na written notice of withdrawal with the required information (as specified in
\nthis Offer to Purchase and in the Letter of Transmittal) to the Depositary while
\nyou still have the right to withdraw Shares. If you tendered your Shares by
\ngiving instructions to a broker, dealer, commercial bank, trust company or other
\nnominee, you must instruct such nominee to arrange for the proper withdrawal of
\nyour Shares. You may not withdraw Shares tendered during any subsequent offering
\nperiod that we may elect to provide. See Section 4 : “Withdrawal Rights.”<\/p>\n

Upon the successful consummation of the Offer, will Shares continue
\nto be publicly traded? <\/strong><\/p>\n

Following the consummation of the Offer, we, Amgen and Micromet expect to
\nconsummate the Merger as promptly as practicable thereafter. If the Merger takes
\nplace, no Shares will be publicly owned. If all of the conditions to the Offer
\nare satisfied or waived (see Section 15 : “Conditions to the Offer”) and we
\npurchase all tendered Shares, prior to the Merger becoming effective, there may
\nthen be so few remaining stockholders and publicly held Shares that such Shares
\nwill no longer be eligible to be traded on the NASDAQ or any other securities
\nexchange and there may not be a public trading market for such Shares. See
\nSection 13 : “Certain Effects of the Offer.”<\/p>\n

If you do not consummate the Offer, will you nevertheless consummate
\nthe Merger? <\/strong><\/p>\n

No. None of us, Amgen and Micromet are under any obligation to pursue or
\nconsummate the Merger if the Offer has not been earlier consummated.<\/p>\n

v<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

If I object to the price being offered, will I have appraisal rights?
\n<\/strong><\/p>\n

Appraisal rights are not available to the holders of Shares in connection
\nwith the Offer. However, if the Merger is consummated, each holder of Shares
\n(that did not tender such Shares into the Offer) at the Effective Time who has
\nneither voted in favor of the Merger nor consented to the Merger in writing, and
\nwho otherwise complies with the applicable statutory procedures under Section
\n262 of the DGCL, will be entitled to receive a judicial determination of the
\nfair value of such holder’s Shares (exclusive of any element of value arising
\nfrom the accomplishment or expectation of the Merger) and to receive payment of
\nsuch judicially determined amount in cash, together with such rate of interest,
\nif any, as the Delaware court may determine for Shares held by such holder. This
\nvalue may be more or less than, or the same as, the Offer Price. See Section 17
\n: “Certain Legal Matters; Regulatory Approvals : Appraisal Rights.”<\/p>\n

If I decide not to tender my Shares into the Offer, how will the
\nOffer affect my Shares? <\/strong><\/p>\n

Following the consummation of the Offer, we, Amgen and Micromet expect to
\nconsummate the Merger as promptly as practicable. If the Merger is consummated,
\nthen stockholders who did not tender their Shares into the Offer will receive
\nthe same amount of cash per Share that they would have received had they
\ntendered their Shares into the Offer (i.e., the Offer Price), subject to any
\nappraisal rights properly exercised by such stockholders in accordance with
\nDelaware law. Therefore, if the Merger takes place, the only difference to you
\nbetween tendering your Shares into the Offer and not tendering your Shares into
\nthe Offer would be that, if you tender your Shares, you may be paid earlier and
\nno appraisal rights will be available. No interest will be paid for Shares
\nacquired in the Merger.<\/p>\n

Furthermore, following the consummation of the Offer until the Effective
\nTime, there may then be so few remaining stockholders and publicly held Shares
\nthat such Shares will no longer be eligible to be traded on the NASDAQ or any
\nother securities exchange and there may not be a public trading market for such
\nShares. See the “Introduction” and Section 13 : “Certain Effects of the Offer.”\n<\/p>\n

There is no assurance that we will acquire enough Shares to exercise the
\nTop-Up Option (as defined below) or that a subsequent offering period will
\nresult in our owning in excess of 90% of the outstanding Shares. As a result, we
\nmay not be able to effect the Merger under the “short-form” merger provisions of
\nSection 253 of the DGCL. If we do not own at least 90% of the outstanding
\nShares, the Merger Agreement must be adopted by Micromet’s stockholders.
\nAdoption of the Merger Agreement requires the affirmative vote of holders of a
\nmajority of the outstanding Shares. Thus, if the Minimum Condition and the other
\nconditions to the Offer are satisfied and the Offer is completed, we would have
\nsufficient voting power to adopt the Merger Agreement without the affirmative
\nvote of any other stockholder of Micromet. See Section 11 : “The Merger
\nAgreement; Other Agreements” and Section 12 : “Purpose of the Offer; Plans for
\nMicromet : Purpose of the Offer.”<\/p>\n

What is the market value of my Shares as of a recent date and the
\n“premium” I am receiving? <\/strong><\/p>\n

The Offer Price of $11.00 per Share represents an approximate:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

33% premium to the closing price per Share reported on the NASDAQ on January
\n25, 2012, the last day before we announced the execution of the Merger Agreement
\nand the Offer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

52% premium to the closing price per Share reported on the NASDAQ on December
\n23, 2011, the last closing price 30 days before the day we announced the
\nexecution of the Merger Agreement and the Offer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

24% premium over the 52-week-high intraday price per Share reported on the
\nNASDAQ for the period ended January 25, 2012, the last day before we announced
\nthe execution of the Merger Agreement and the Offer; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

34%, 58%, 86% and 87% over the volume-weighted average trading prices for the
\nShares for the one-month, three-month, six-month and twelve-month periods ending
\non the last day before we announced the execution of the Merger Agreement and
\nthe Offer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

vi<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

On February 1, 2012, the last trading day before we commenced the Offer, the
\nclosing price of Shares reported on the NASDAQ was $10.94 per Share. We
\nencourage you to obtain a recent quotation for Shares in deciding whether to
\ntender your Shares. See Section 6 : “Price Range of Shares; Dividends.”<\/p>\n

Have any stockholders of Micromet already agreed to tender their
\nShares into the Offer or to otherwise support the Offer? <\/strong><\/p>\n

Yes. The directors and executive officers of Micromet and certain of their
\naffiliated funds have entered into tender and support agreements with us and
\nAmgen pursuant to which, among other things, those stockholders have agreed to
\ntender their Shares in the Offer. Excluding options and warrants to purchase
\nShares that are exercisable within 60 days of January 25, 2012, the directors,
\nexecutive officers and affiliated funds that are party to such tender and
\nsupport agreements beneficially owned, in the aggregate, 7,041,552 Shares (or
\n7.6% of all outstanding Shares) as of January 25, 2012. Including options and
\nwarrants to purchase Shares that are exercisable within 60 days of January 25,
\n2012, such directors, executive officers and affiliated funds beneficially
\nowned, in the aggregate, 12,986,468 Shares (or 13.2% of all outstanding Shares
\nafter giving effect to the exercise of such options and warrants) as of January
\n25, 2012. See Section 11 : “The Merger Agreement; Other Agreements.”<\/p>\n

If I tender my Shares, when and how will I get paid? <\/strong><\/p>\n

If the conditions to the Offer as set forth in Section 15 : “Conditions to
\nthe Offer” are satisfied or waived and we consummate the Offer and accept your
\nShares for payment, you will be entitled to an amount equal to the number of
\nShares you tendered into the Offer multiplied by the Offer Price, net to you in
\ncash, without interest, less any applicable withholding taxes, promptly (and in
\nany event within three business days after our acceptance of such Shares). We
\nwill pay for your validly tendered and not properly withdrawn Shares by
\ndepositing the aggregate Offer Price therefor with the Depositary, which will
\nact as your agent for the purpose of receiving payments from us and transmitting
\nsuch payments to you. In all cases, payment for tendered Shares will be made
\nonly after timely receipt by the Depositary of (i) certificates representing
\nsuch Shares or a confirmation of a book-entry transfer of such Shares as
\ndescribed in Section 3 : “Procedures for Accepting the Offer and Tendering
\nShares : Book-Entry Transfer,” (ii) a properly completed and duly executed
\nLetter of Transmittal, together with any required signature guarantees or, in
\nthe case of book-entry transfer of Shares, either such Letter of transmittal or
\nan Agent’s Message in lieu of such Letter of Transmittal and (iii) any other
\nrequired documents for such Shares. See Section 1 : “Terms of the Offer” and
\nSection 2 : “Acceptance for Payment and Payment for Shares.”<\/p>\n

What is the Top-Up Option and when could it be exercised? <\/strong>\n<\/p>\n

Micromet has granted to us and Amgen an option (the “Top-Up Option”) to
\npurchase from Micromet the number of newly-issued Shares (the “Top-Up Option
\nShares”) equal to the lesser of (i) the number of Shares that, when added to the
\nnumber of Shares owned by Amgen and its subsidiaries at the time of exercise of
\nthe Top-Up Option, constitutes one Share more than 90% of the total number of
\nShares that would be outstanding immediately after the issuance of all Shares
\nsubject to the Top-Up Option on a fully diluted basis (which total number is the
\nnumber of Shares issued and outstanding plus the number of Shares which Micromet
\nwould be required to issue pursuant to any then outstanding options, warrants or
\nother rights to acquire Shares (including the Top-Up Option) regardless of
\nwhether or not then vested) or (ii) the aggregate number of Shares that Micromet
\nis authorized to issue under its certificate of incorporation but that are not
\nissued and outstanding (and are not subscribed for or otherwise committed to be
\nissued) at the time of exercise of the Top-Up Option. The Top-Up Option may be
\nexercised by us or Amgen, in whole or in part, at any time on or after the
\nAcceptance Time, in our sole discretion; provided<\/em>, however<\/em>,
\nthat the obligation of Micromet to deliver Top-Up Option Shares upon the
\nexercise of the Top-Up Option is subject to the condition, unless waived by
\nMicromet, that immediately following the exercise of the Top-Up Option, the
\nnumber of Shares owned in the aggregate by us and Amgen constitutes at least one
\nShare more than 90% of the number of Shares that would be outstanding
\nimmediately after the issuance of all Top-Up Option Shares. The aggregate
\npurchase price payable for the Top-Up Option Shares will be determined by
\nmultiplying the number of Top-Up Option Shares by the Offer Price.<\/p>\n

vii<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

See Section 11 : “The Merger Agreement; Other Agreements : The Merger
\nAgreement : Top-Up Option” and Section 12 : “Purpose of the Offer; Plans for
\nMicromet.”<\/p>\n

What will happen to my stock options in the Offer? <\/strong><\/p>\n

The Offer is being made for all outstanding Shares, and not for options to
\npurchase Shares granted pursuant to any of Micromet’s equity incentive plans
\n(each such option, a “Micromet Option”). Micromet Options may not be tendered
\ninto the Offer. If you wish to tender Shares underlying Micromet Options, you
\nmust first exercise your Micromet Options (to the extent exercisable) in
\naccordance with their terms in sufficient time to tender the Shares received
\ninto the Offer.<\/p>\n

At the Effective Time, each outstanding Micromet Option, whether vested or
\nunvested, will be cancelled and converted into only the right to receive,
\nwithout interest, after giving effect to any accelerated vesting at the
\nEffective Time contemplated under the Merger Agreement or under the terms of any
\nemployment agreement or individual award agreement, for the portion of each
\nMicromet Option that is (i) vested and exercisable as of the Effective Time, an
\namount in cash equal to the product of (A) the excess, if any, of (1) the Offer
\nPrice over (2) the exercise price per share of such vested portion of the
\nMicromet Option, and (B) the number of Shares underlying the vested portion of
\nsuch Micromet Option, and (ii) not vested at the Effective Time, an amount in
\ncash equal to the product of (A) the excess, if any, of (1) the Offer Price over
\n(2) the exercise price per share of such unvested portion of the Micromet
\nOption, and (B) the number of Shares underlying such unvested portion of the
\nMicromet Option (in each case, such product, less applicable withholdings, the
\n“Option Payment Amount”).<\/p>\n

For the portion of each Micromet Option that is vested and exercisable as of
\nthe Effective Time, the Option Payment Amount will be payable to the holder of
\nsuch option as soon as reasonably practicable, but no later than the second
\npayroll period, after the Effective Time. For the portion of each Micromet
\nOption that is not vested and exercisable as of the Effective Time, the Option
\nPayment Amount in respect of such cancelled and converted unvested portion of
\nthe Micromet Option will be subject to the same vesting schedule and other
\nrelevant terms applicable to the Micromet Option as in effect before the
\nEffective Time. The Option Payment Amount will be payable to the holder thereof
\nno later than the second payroll period after the applicable vesting date of
\nsuch payment, subject to the holder’s continued employment through the vesting
\ndate, or earlier termination without “cause” (including because of the holder’s
\ndeath or disability) or resignation for “good reason” (in each case within the
\nmeaning of the applicable Micromet equity plan or individual employment
\nagreement), in which case the Option Payment Amount will be payable to the
\nholder thereof by no later than the second payroll period after the date of such
\ntermination or resignation. Any Option Payment Amount in respect of a cancelled
\nand converted unvested portion of a Micromet Option that remains outstanding and
\nunvested as of December 15, 2012 will vest on December 15, 2012, and such Option
\nPayment Amount will be paid to the holder no later than December 31, 2012. Any
\npartial accelerated vesting, pursuant to an individual employment agreement or
\naward agreement, will be applied pro rata, on a grant by grant basis, to each
\nvesting tranche subject to such accelerated vesting, such that the portion of
\neach such vesting tranche that is not accelerated will be subject to the same
\nvesting schedule in effect as of the date of the Merger Agreement. In addition,
\nthe portion of each Micromet Option that is not vested as of the Effective Time
\nand which is held by a non-employee member of the Micromet Board will be subject
\nto accelerated vesting and become exercisable in full upon the Effective Time
\nand cashed-out in the same manner as other vested Micromet Options. See Section
\n11 : “The Merger Agreement; Other Agreements : Treatment of Micromet Equity
\nAwards.”<\/p>\n

What are the U.S. federal income tax consequences of the Offer and
\nthe Merger? <\/strong><\/p>\n

The receipt of cash by you in exchange for your Shares pursuant to the Offer
\nor the Merger (or pursuant to the exercise of appraisal rights in accordance
\nwith Delaware law) will be a taxable transaction for U.S. federal income tax
\npurposes if you are a United States Holder (as defined in Section 5 : “Certain
\nMaterial U.S. Federal Income Tax Consequences of the Offer and the Merger”). In
\ngeneral, you will recognize gain or loss equal to the<\/p>\n

viii<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

difference between your adjusted tax basis in Shares that you tender into the
\nOffer or exchange in the Merger (or retain for exercise of appraisal rights) and
\nthe amount of cash you receive for such Shares. If you are a United States
\nHolder and you hold your Shares as a capital asset, the gain or loss that you
\nrecognize will be a capital gain or loss and will be treated as a long-term
\ncapital gain or loss if you have held such Shares for more than one year. If you
\nare a Non-United States Holder (as defined in Section 5 : “Certain Material U.S.
\nFederal Income Tax Consequences of the Offer and the Merger”), you will
\ngenerally not be subject to U.S. federal income tax on gain recognized on Shares
\nyou tender into the Offer or exchange in the Merger (or retain for exercise of
\nappraisal rights). You should consult your tax advisor about the
\nparticular tax consequences to you of tendering your Shares into the Offer,
\nexchanging your Shares in the Merger or exercising appraisal rights.<\/strong>
\nSee Section 5 : “Certain Material U.S. Federal Income Tax Consequences of the
\nOffer and the Merger” for a discussion of certain material U.S. federal income
\ntax consequences of tendering Shares into the Offer or exchanging Shares in the
\nMerger or exercising appraisal rights.<\/p>\n

To whom should I talk if I have additional questions about the Offer?
\n<\/strong><\/p>\n

You may call Georgeson Inc., the Information Agent, toll-free at (888)
\n877-5360.<\/p>\n

ix<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

To the Holders of Shares of Common Stock of Micromet, Inc.: <\/strong>\n<\/p>\n

INTRODUCTION <\/strong><\/p>\n

The Offer is being made pursuant to the Merger Agreement by and among Amgen,
\nMicromet and us. We are offering to purchase all of the issued and outstanding
\nShares at the Offer Price, without interest, less any applicable withholding
\ntaxes, upon the terms and subject to the conditions set forth in the Offer.<\/p>\n

The Offer and the withdrawal rights will expire at the Expiration Date,
\nunless the Offer is extended or the Merger Agreement has been earlier terminated
\nin accordance with its terms. Under no circumstances will interest be paid with
\nrespect to the purchase of Shares pursuant to the Offer, regardless of any
\nextension of the Offer or any delay in making payment for Shares.<\/p>\n

If you are a record owner of Shares and you tender such Shares directly to
\nthe Depositary in accordance with the terms of this Offer, we will not charge
\nyou brokerage fees, commissions or, except as set forth in Instruction 6 of the
\nLetter of Transmittal, stock transfer taxes on the sale of Shares pursuant to
\nthe Offer. However, if you do not complete and sign the Internal Revenue Service
\nForm W-9 that is enclosed with the Letter of Transmittal (or other applicable
\nform), you may be subject to backup withholding at the applicable statutory rate
\non the gross proceeds payable to you. See Section 3 : “Procedures for Accepting
\nthe Offer and Tendering Shares : Backup Withholding.” Stockholders with Shares
\nheld in street name by a broker, dealer, bank, trust company or other nominee
\nshould consult with such nominee to determine if they will be charged any
\nservice fees or commissions. We will pay all charges and expenses of the
\nDepositary, the Information Agent and Moelis & Company LLC (the
\n“Dealer-Manager”) incurred in connection with the Offer. See Section 18 : “Fees
\nand Expenses.”<\/p>\n

Subject to the provisions of the Merger Agreement, as soon as practicable
\nfollowing the consummation of the Offer, we, Amgen and Micromet will cause the
\nMerger to be consummated by filing with the Secretary of State of the State of
\nDelaware a certificate of merger or a certificate of ownership and merger, as
\napplicable (in either case, the “Certificate of Merger”), in accordance with the
\nrelevant provisions of the DGCL. The Merger will become effective upon the
\nfiling of the Certificate of Merger or at such later time as Amgen and Micromet
\nagree in writing and specify in the Certificate of Merger, at which time
\nMicromet will become the Surviving Corporation and a wholly-owned subsidiary of
\nAmgen. At the Effective Time, each Share then outstanding (other than Shares
\nthat are held by any stockholders who properly demand appraisal in connection
\nwith the Merger as described in Section 17 : “Certain Legal Matters; Regulatory
\nApprovals : Appraisal Rights”) will be converted into the right to receive the
\nOffer Price, without interest, less any applicable withholding taxes, except for
\nShares then owned by Amgen, Micromet or any of their respective wholly-owned
\nsubsidiaries, which Shares will be cancelled and retired and will cease to
\nexist, and no consideration will be delivered in exchange therefor.<\/p>\n

Section 11 : “The Merger Agreement; Other Agreements” more fully describes
\nthe Merger Agreement. Certain material U.S. federal income tax consequences of
\nthe sale of Shares pursuant to the Offer and the exchange of Shares pursuant to
\nthe Merger are described in Section 5 : “Certain Material U.S. Federal Income
\nTax Consequences of the Offer and the Merger.”<\/p>\n

After careful consideration, the Micromet Board has unanimously (1)
\ndetermined that the Merger Agreement and the transactions contemplated by the
\nMerger Agreement are advisable, fair to and in the best interests of Micromet
\nand its stockholders, (2) approved, and declared advisable, the Merger
\nAgreement, the Offer, the Merger and the transactions contemplated by the Merger
\nAgreement in accordance with the requirements of Delaware law and (3) resolved
\nto recommend that Micromet’s stockholders accept the Offer and tender their
\nShares to us pursuant to the Offer, and, to the extent required by applicable
\nlaw, adopt the Merger Agreement. <\/strong><\/p>\n

1<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

A more complete description of the Micromet Board’s reasons for authorizing
\nand approving the Merger Agreement and the transactions contemplated thereby,
\nincluding the Offer and the Merger, is set forth in the Schedule 14D-9 that is
\nbeing filed with the SEC and, together with this Offer to Purchase, the Letter
\nof Transmittal and other related materials, mailed to Micromet’s stockholders in
\nconnection with the Offer. Stockholders should carefully read the information
\nset forth in the Schedule 14D-9 in its entirety.<\/p>\n

The Offer is not subject to any financing condition. <\/strong><\/p>\n

The Offer is conditioned upon: the Minimum Condition and the HSR Condition,
\nas well as other customary conditions. See Section 15 : “Conditions to the
\nOffer.”<\/p>\n

According to Micromet, as of January 25, 2012, there were (a) 92,375,454
\nissued and outstanding Shares, (b) outstanding Micromet Options to purchase
\n14,017,356 Shares and (c) warrants to purchase 7,766,046 Shares (“Micromet
\nWarrants”). Assuming that all Shares described in (b) and (c) in the preceding
\nsentence are issued and that no other Shares were or are issued after January
\n25, 2012, there would be 114,158,856 Shares outstanding and the Minimum
\nCondition would be satisfied if at least 57,079,429 Shares are validly tendered
\nand not withdrawn prior to the Expiration Date.<\/p>\n

If the Minimum Condition is satisfied and we accept for payment and pay for
\nthe Shares tendered into the Offer, we will be entitled to elect or designate a
\nnumber of directors, rounded up to the next whole number, to the Micromet Board
\nthat is equal to the product of (a) the total number of directors on the
\nMicromet Board (after giving effect to the directors elected or designated by
\nus) multiplied by (b) the percentage that the aggregate number of Shares
\nbeneficially owned by Amgen, us and any of our affiliates bears to the total
\nnumber of Shares then outstanding, and Micromet will, upon our request at any
\ntime following the purchase of and payment for Shares pursuant to the Offer,
\ntake all actions necessary to (i) appoint to the Micromet Board the individuals
\ndesignated by us and permitted to be so designated as described above,
\nincluding, but not limited to, promptly filling vacancies or newly created
\ndirectorships on the Micromet Board, promptly increasing the size of the
\nMicromet Board (including by amending Micromet’s bylaws if necessary so as to
\nincrease the size of the Micromet Board) and\/or promptly securing the
\nresignations of the number of its incumbent directors as are necessary or
\ndesirable to enable our designees to be so elected or designated to the Micromet
\nBoard, and (ii) cause our designees to be so appointed at such time. Micromet
\nwill, upon our request following the Acceptance Time, cause directors designated
\nby us to constitute the same percentage (rounded up to the next whole number) as
\nis on the Micromet Board of each committee of the Micromet Board to the extent
\npermitted by applicable law and the rules of the NASDAQ.<\/p>\n

Pursuant to the Merger Agreement, in the event directors designated by us are
\nelected or appointed to the Micromet Board, until the Effective Time, Micromet
\nwill cause the Micromet Board to maintain three directors who are members of the
\nMicromet Board on or prior to the date of the Merger Agreement and who are not
\nofficers, directors or employees of Amgen, us or any of their or our affiliates,
\neach of whom shall be an “independent director” as defined by the rules of the
\nNASDAQ and eligible to serve on Micromet’s audit committee under the Exchange
\nAct and rules of the NASDAQ, and at least one of which will be an “audit
\ncommittee financial expert” as defined in Item 407(d)(5)(ii) and (iii) of
\nRegulation S-K (the “Continuing Directors”). After the Acceptance Time and prior
\nto the Effective Time, if our designees constitute a majority of the Micromet
\nBoard, the affirmative vote of a majority of the Continuing Directors (in
\naddition to the approval rights of the Micromet Board or the stockholders of
\nMicromet as may be required by Micromet’s certificate of incorporation or bylaws
\nor by applicable law) will be required (i) for Micromet to amend or terminate
\nthe Merger Agreement, (ii) to exercise or waive any of Micromet’s rights,
\nbenefits or remedies under the Merger Agreement, if such action would adversely
\naffect, or would reasonably be expected to adversely affect, Micromet’s
\nstockholders (other than Amgen and us), (iii) to amend Micromet’s certificate of
\nincorporation or bylaws if such action would adversely affect the holders of
\nShares (other than Amgen or us), or (iv) to take any other action of the
\nMicromet Board under or in connection with the Merger Agreement if such action
\nwould materially and adversely affect, or would reasonably be expected to
\nmaterially and adversely affect, Micromet’s stockholders (other than Amgen or
\nus).<\/p>\n

2<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

As promptly as practicable after the Acceptance Time, we, Amgen and Micromet
\nexpect to consummate the Merger in accordance with the DGCL. At the Effective
\nTime, our directors immediately prior to the Effective Time will be the only
\ndirectors of the Surviving Corporation.<\/p>\n

The Merger is subject, to the extent required by applicable law, to the
\nadoption of the Merger Agreement by the affirmative vote of the holders of at
\nleast a majority of the then-outstanding Shares; however, if the Minimum
\nCondition is satisfied, we will have sufficient Shares to adopt the Merger
\nAgreement without action by any other stockholders. This Offer to Purchase does
\nnot constitute a solicitation of proxies, and we are not soliciting proxies at
\nthis time.<\/p>\n

If we acquire at least 90% of the then-outstanding Shares, including pursuant
\nto the Top-Up Option, if applicable, we may effect the Merger under the
\n“short-form” merger provisions of Section 253 of the DGCL without any vote of
\nstockholders. If we and our affiliates do not own, by virtue of the Offer or
\notherwise, 90% or more of the issued and outstanding Shares, we may elect to
\napprove the Merger under the “long-form” merger provision of Section 251 of the
\nDGCL, which requires that the Merger Agreement be adopted by Micromet’s
\nstockholders. In that case, adoption of the Merger Agreement requires the
\naffirmative vote of holders of a majority of the outstanding Shares. Thus, if
\nthe Minimum Condition and the other conditions to the Offer are satisfied and
\nthe Offer is completed, we would have sufficient voting power to adopt the
\nMerger Agreement without the affirmative vote of any other stockholder of
\nMicromet. Amgen has agreed to vote, or cause to be voted, all Shares held by it
\nand its subsidiaries in favor of the adoption of the Merger Agreement. See
\nSection 11 : “The Merger Agreement; Other Agreements : Actions in Connection
\nwith Long-Form Merger” and Section 17 : “Certain Legal Matters; Regulatory
\nApprovals : “Short-Form” Merger.”<\/p>\n

No appraisal rights are available to the holders of Shares in connection with
\nthe Offer. However, if the Merger is consummated, each holder of Shares (that
\ndid not tender such Shares into the Offer) at the Effective Time who has neither
\nvoted in favor of the Merger nor consented to the Merger in writing, and who
\notherwise complies with the applicable statutory procedures under Section 262 of
\nthe DGCL, will be entitled to receive a judicial determination of the fair value
\nof the holder’s Shares (exclusive of any element of value arising from the
\naccomplishment or expectation of the Merger) and to receive payment of such
\njudicially determined amount in cash, together with such rate of interest, if
\nany, as the Delaware court may determine for Shares held by such holder. This
\nvalue may be more or less than, or equal to, the Offer Price. See Section 17 :
\n“Certain Legal Matters; Regulatory Approvals : Appraisal Rights.”<\/p>\n

This Offer to Purchase and the Letter of Transmittal contain
\nimportant information that should be read carefully before any decision is made
\nwith respect to the Offer. <\/strong><\/p>\n

3<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

THE TENDER OFFER <\/strong><\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Terms of the Offer.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon the terms and subject to the conditions to the Offer (including, if the
\nOffer is extended or amended, the terms and conditions of such extension or
\namendment), we will accept for payment and pay for all Shares validly tendered
\nand not properly withdrawn prior to the Expiration Date as permitted under
\nSection 4 : “Withdrawal Rights.” As of the date of this Offer to Purchase, the
\nassociated preferred share purchase rights do not trade separately from the
\nshares of Micromet common stock. Accordingly, by tendering Shares you are
\nautomatically tendering a similar number of associated preferred share purchase
\nrights. If, however, the associated preferred share purchase rights separate
\nfrom the shares of Micromet common stock, tendering stockholders will be
\nrequired to deliver certificates evidencing the preferred share purchase rights
\nwith the shares of Micromet common stock (or confirmation of book-entry
\ntransfer, if available, of such preferred share purchase rights) in order to
\nvalidly tender such shares in the Offer.<\/p>\n

The Offer is not subject to any financing condition. The Offer is conditioned
\nupon: the Minimum Condition and the HSR Condition, as well as other customary
\nconditions. See Section 15 : “Conditions to the Offer.”<\/p>\n

We expressly reserve the right from time to time to waive any of the
\nconditions described in Section 15 : “Conditions to the Offer,” to increase the
\nOffer Price or to make any other changes in the terms and conditions of the
\nOffer, except that we will not, without the prior written consent of Micromet,
\n(i) decrease the Offer Price, (ii) change the form of consideration payable in
\nthe Offer, (iii) decrease the maximum number of Shares sought to be purchased in
\nthe Offer, (iv) impose additional conditions to the Offer, (iv) amend or modify
\nany of the conditions to the Offer in a manner that adversely affects, or
\nreasonably would be expected to adversely affect, any holder of Shares, (v)
\nwaive or change the Minimum Condition or (vi) extend or otherwise change the
\nExpiration Date in a manner other than as required or permitted by the Merger
\nAgreement.<\/p>\n

Pursuant to the Merger Agreement and in accordance with Rule 14d-11 under the
\nU.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), we may
\nelect to provide a subsequent offering period (and one or more extensions
\nthereof) following the Expiration Date. If we elect to provide a subsequent
\noffering period, it will be an additional period of time, following the
\nExpiration Date, during which stockholders may tender any Shares not previously
\ntendered into the Offer prior to the Expiration Date (or Shares previously
\ntendered and later withdrawn prior to the Expiration Date) and not withdrawn. If
\nwe elect to provide a subsequent offering period, (i) it will remain open for
\nsuch period or periods as we will specify of neither less than three business
\ndays nor more than 20 business days, (ii) Shares may be tendered in the same
\nmanner as was applicable to the Offer except that any Shares tendered during
\nsuch period may not be withdrawn pursuant to Rule 14d-7(a)(2) under the Exchange
\nAct, (iii) we will immediately accept and promptly pay for Shares as they are
\ntendered and (iv) the price per Share will be the same as the Offer Price. For
\npurposes of the Offer as provided under the Exchange Act, a “business day” means
\nany day other than a Saturday, Sunday or a U.S. federal holiday and consists of
\nthe time period from 12:01 a.m. through 12:00 midnight, New York City time.<\/p>\n

A subsequent offering period, if one is provided, is not an extension of the
\nOffer. If we do elect to provide a subsequent offering period, we will make a
\npublic announcement of such election no later than 9:00 a.m., New York City
\ntime, on the next business day after the Expiration Date.<\/p>\n

The Merger Agreement separately provides that we are required to extend the
\nOffer for periods of not more than five business days each, or such other number
\nof business days as we, Amgen and Micromet may agree, but not beyond the End
\nDate, in order to permit the satisfaction of all remaining conditions (subject
\nto our right to waive any condition to the Offer (other than the Minimum
\nCondition) in accordance with the Merger Agreement), if at any scheduled
\nExpiration Date any condition to the Offer has not been satisfied or waived
\n(other than the Minimum Condition, which we may not waive) or for any period or
\nperiods required by applicable law or any interpretation or position of the SEC
\nor its staff or NASDAQ or its staff, provided that (1) we will extend the then
\ncurrent Expiration Date until the first business day on which the Offer can be
\naccepted under applicable law and (2) we are not obligated to extend the Offer
\nbeyond the End Date.<\/p>\n

4<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

If we extend the Offer, are delayed in our acceptance for payment of Shares,
\nare delayed in payment after the Acceptance Time or are unable to accept Shares
\nfor payment pursuant to the Offer for any reason, then, without prejudice to our
\nrights under the Offer, the Depositary may retain tendered Shares on our behalf,
\nand such Shares may not be withdrawn except to the extent that tendering
\nstockholders are entitled to withdrawal rights as described in this Offer to
\nPurchase under Section 4 : “Withdrawal Rights.” However, our ability to delay
\nthe payment for Shares that we have accepted for payment is limited by Rule
\n14e-1(c) under the Exchange Act, which requires us to promptly pay the
\nconsideration offered or return the securities deposited by or on behalf of
\nstockholders promptly after the termination or withdrawal of the Offer.<\/p>\n

If we make a material change in the terms of the Offer or the information
\nconcerning the Offer or if we waive a material condition of the Offer, we will
\ndisseminate additional tender offer materials and extend the Offer if and to the
\nextent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act
\nand the interpretations thereunder. The minimum period during which an offer
\nmust remain open following material changes in the terms of an offer or
\ninformation concerning an offer, other than a change in price or a change in
\npercentage of securities sought, will depend upon the facts and circumstances,
\nincluding the relative materiality of the terms or information changes and the
\nappropriate manner of dissemination. In a published release, the SEC has stated
\nthat, in its view, an offer should remain open for a minimum of five business
\ndays from the date the material change is first published, sent or given to
\nstockholders, and that if material changes are made with respect to information
\nthat approaches the significance of price and the percentage of securities
\nsought, a minimum period of 10 business days may be required to allow for
\nadequate dissemination to stockholders and investor response. In accordance with
\nthe foregoing view of the SEC and the applicable law, if, prior to the
\nExpiration Date, and subject to the limitations of the Merger Agreement, we
\nchange the number of Shares being sought or the consideration offered pursuant
\nto the Offer, and if the Offer is scheduled to expire at any time earlier than
\nthe 10th business day from the date that notice of such change is first
\npublished, sent or given to stockholders, the Offer will be extended at least
\nuntil the expiration of such 10th business day.<\/p>\n

If, prior to the Expiration Date, we increase the consideration being
\npaid for Shares, such increased consideration will be paid to all stockholders
\nwhose Shares are purchased in the Offer, whether or not such Shares were
\ntendered before the announcement of such increase in consideration. <\/strong>\n<\/p>\n

Any extension, delay, termination, waiver or amendment of the Offer will be
\nfollowed as promptly as practicable by public announcement thereof, such
\nannouncement in the case of an extension to be made no later than 9:00 a.m., New
\nYork City time, on the next business day after the previously scheduled
\nExpiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c)
\nand 14e-1 under the Exchange Act, which require that material changes be
\npromptly disseminated to stockholders in a manner reasonably designed to inform
\nthem of such changes) and without limiting the manner in which we may choose to
\nmake any public announcement, we will have no obligation to publish, advertise
\nor otherwise communicate any such public announcement other than by issuing a
\npress release to a national news service.<\/p>\n

Micromet has provided us with Micromet’s stockholder list and security
\nposition listings for the purpose of disseminating the Offer to holders of
\nShares. This Offer to Purchase and the Letter of Transmittal will be mailed to
\nrecord holders of Shares whose names appear on Micromet’s stockholder list and
\nwill be furnished, for subsequent transmittal to beneficial owners of Shares, to
\nbrokers, dealers, commercial banks, trust companies and other nominees whose
\nnames, or the names of whose nominees, appear on the stockholder list or, if
\napplicable, who are listed as participants in a clearing agency’s security
\nposition listing.<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Acceptance for Payment and Payment for Shares.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon the terms and subject to the conditions to the Offer (including, if the
\nOffer is extended or amended, the terms and conditions of any such extension or
\namendment), we will accept for payment and will promptly (and in any event
\nwithin three business days) thereafter pay for all Shares validly tendered and
\nnot properly withdrawn prior to the Expiration Date pursuant to the Offer.<\/p>\n

5<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

In all cases, payment for Shares accepted for payment pursuant to the Offer
\nwill be made only after timely receipt by the Depositary of:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the certificates evidencing such Shares (“Share Certificates”) or
\nconfirmation (a “Book-Entry Confirmation”) of a book-entry transfer of such
\nShares into the Depositary’s account at The Depository Trust Company (the
\n“Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section
\n3 : “Procedures for Accepting the Offer and Tendering Shares” and, if the
\npreferred share purchase rights separate from the Shares under the terms of the
\nRights Agreement, certificates for such preferred share purchase rights (or a
\nconfirmation of book-entry transfer, if available, of such preferred share
\npurchase rights into the Depositary’s account at the Book-Entry Transfer
\nFacility);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a properly completed and duly executed Letter of Transmittal, together with
\nany required signature guarantees or, in the case of book-entry transfer of
\nShares, either such Letter of Transmittal or an Agent’s Message in lieu of such
\nLetter of Transmittal; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any other documents required by the Letter of Transmittal.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Accordingly, tendering stockholders may be paid at different times depending
\nupon when Share Certificates or Book-Entry Confirmations with respect to their
\nShares are actually received by the Depositary.<\/p>\n

For purposes of the Offer, we will be deemed to have accepted for payment,
\nand thereby purchased, Shares validly tendered and not properly withdrawn, if
\nand when we give oral or written notice to the Depositary of our acceptance for
\npayment of such Shares pursuant to the Offer. Upon the terms and subject to the
\nconditions to the Offer, payment for Shares accepted for payment pursuant to the
\nOffer will be made by deposit of the Offer Price therefor with the Depositary,
\nwhich will act as agent for tendering stockholders for the purpose of receiving
\npayments from us and transmitting such payments to tendering stockholders of
\nrecord whose Shares have been accepted for payment. If, for any reason
\nwhatsoever, acceptance for payment of any Shares tendered pursuant to the Offer
\nis delayed, or we are unable to accept for payment Shares tendered pursuant to
\nthe Offer, then, without prejudice to our rights under the Offer, the Depositary
\nmay, nevertheless, on our behalf, retain tendered Shares, and such Shares may
\nnot be withdrawn, except to the extent that the tendering stockholders are
\nentitled to withdrawal rights as described in Section 4 : “Withdrawal Rights”
\nand as otherwise required by Rule 14e-1(c) under the Exchange Act.<\/p>\n

Under no circumstances will interest with respect to the Shares
\npurchased pursuant to the Offer be paid, regardless of any extension of the
\nOffer or delay in making such payment. <\/strong><\/p>\n

All questions as to the validity, form, eligibility (including time
\nof receipt) and acceptance for payment of any tender of Shares will be
\ndetermined by us in our sole discretion. We reserve the absolute right to reject
\nany and all tenders determined by it not to be in proper form or the acceptance
\nfor payment of which may, in the opinion of our counsel, be unlawful. <\/strong>\n<\/p>\n

Shares tendered by a Notice of Guaranteed Delivery will not be deemed
\nvalidly tendered for purposes of satisfying the Minimum Condition unless and
\nuntil Shares underlying such Notice of Guaranteed Delivery are delivered to the
\nDepositary or unless otherwise mutually agreed by us and Micromet. <\/strong>\n<\/p>\n

If any tendered Shares are not accepted for payment for any reason pursuant
\nto the terms and conditions of the Offer, or if Share Certificates are submitted
\nevidencing more Shares than are tendered, Share Certificates evidencing
\nunpurchased or untendered Shares will be returned, without expense, to the
\ntendering stockholder (or, in the case of Shares tendered by book-entry transfer
\ninto the Depositary’s account at the Book-Entry Transfer Facility pursuant to
\nthe procedure set forth in Section 3 : “Procedures for Accepting the Offer and
\nTendering Shares,” such Shares will be credited to an account maintained at the
\nBook-Entry Transfer Facility), in each case, promptly following the expiration
\nor termination of the Offer.<\/p>\n

We reserve the right to transfer or assign in whole or in part from time to
\ntime to Amgen or one or more direct or indirect wholly-owned subsidiaries of
\nAmgen the right to purchase all or any Shares tendered pursuant<\/p>\n

6<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

to the Offer, but any such transfer or assignment will not relieve us of our
\nobligations under the Offer and will in no way prejudice your rights to receive
\npayment for Shares validly tendered and not withdrawn pursuant to the Offer.\n<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Procedures for Accepting the Offer and Tendering Shares.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Valid Tender of Shares.<\/em> No alternative, conditional or contingent
\ntenders will be accepted. In order for a Micromet stockholder to validly tender
\nShares pursuant to the Offer, the stockholder must follow one of the following
\nprocedures:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

for Shares held as physical certificates, the certificates representing
\ntendered Shares (including, if the preferred share purchase rights separate from
\nthe Shares under the terms of the Rights Agreement, certificates for the
\npreferred share purchase rights), a properly completed and duly executed Letter
\nof Transmittal, together with any required signature guarantees, and any other
\ndocuments required by the Letter of Transmittal, must be received by the
\nDepositary at one of its addresses set forth on the back cover of this Offer to
\nPurchase before the Expiration Date (unless the tender is made during a
\nsubsequent offering period, if one is provided, in which case the certificates
\nrepresenting Shares, the Letter of Transmittal and other documents must be
\nreceived before the expiration of such subsequent offering period);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

for Shares held in book-entry form, either a properly completed and duly
\nexecuted Letter of Transmittal, together with any required signature guarantees,
\nor an Agent’s Message in lieu of such Letter of Transmittal, and any other
\nrequired documents, must be received by the Depositary at one of its addresses
\nset forth on the back cover of this Offer to Purchase, and such Shares
\n(including, if the preferred share purchase rights separate from the Shares
\nunder the terms of the Rights Agreement, such preferred share purchase rights)
\nmust be delivered according to the book-entry transfer procedures described
\nbelow under “Book-Entry Transfer” and a Book-Entry Confirmation must be received
\nby the Depositary, in each case before the Expiration Date (unless the tender is
\nmade during a subsequent offering period, if one is provided, in which case the
\nLetter of Transmittal or an Agent’s Message in lieu of such Letter of
\nTransmittal, and other documents must be received before the expiration of such
\nsubsequent offering period); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the tendering stockholder must comply with the guaranteed delivery procedures
\ndescribed below under “Guaranteed Delivery” before the Expiration Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The term “Agent’s Message” means a message, transmitted by the Book-Entry
\nTransfer Facility to, and received by, the Depositary and forming a part of a
\nBook-Entry Confirmation, that states that the Book-Entry Transfer Facility has
\nreceived an express acknowledgment from the participant in the Book-Entry
\nTransfer Facility tendering the Shares that are the subject of such Book-Entry
\nConfirmation, that such participant has received and agrees to be bound by the
\nterms of the Letter of Transmittal and that we may enforce such agreement
\nagainst such participant.<\/p>\n

Book-Entry Transfer.<\/em> The Depositary will establish an account with
\nrespect to the Shares at the Book–<\/em>Entry Transfer Facility for purposes
\nof the Offer within two business days after the date of this Offer to Purchase.
\nAny financial institution that is a participant in the system of the
\nBook–<\/em>Entry Transfer Facility may make a book–<\/em>entry delivery of
\nShares by causing the Book–<\/em>Entry Transfer Facility to transfer such
\nShares into the Depositary’s account at the Book–<\/em>Entry Transfer
\nFacility in accordance with the Book–<\/em>Entry Transfer Facility’s
\nprocedures for such transfer. However, although delivery of Shares may be
\neffected through book–<\/em>entry transfer at the Book–<\/em>Entry
\nTransfer Facility, either a properly completed and duly executed Letter of
\nTransmittal, together with any required signature guarantees, or an Agent’s
\nMessage and any other required documents (for example, in certain circumstances,
\na completed Form W-9 that is included in the Letter of Transmittal) must, in any
\ncase, be received by the Depositary at one of its addresses set forth on the
\nback cover of this Offer to Purchase prior to the Expiration Date, or the
\ntendering stockholder must comply with the guaranteed delivery procedure
\ndescribed below. Delivery of documents to the
\nBook<\/strong>–Entry Transfer Facility does not constitute delivery to
\nthe Depositary.<\/strong><\/p>\n

7<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Signature Guarantees.<\/em> No signature guarantee is required on the
\nLetter of Transmittal if:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Letter of Transmittal is signed by the registered holder (which term, for
\npurposes of this Section 3, includes any participant in the Book-Entry Transfer
\nFacility’s systems whose name appears on a security position listing as the
\nowner of the Shares) of the Shares tendered therewith, unless such holder has
\ncompleted either the box entitled “Special Delivery Instructions” or the box
\nentitled “Special Payment Instructions” on the Letter of Transmittal; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Shares tendered pursuant to such Letter of Transmittal are for the account of
\na financial institution (including most commercial banks, savings and loan
\nassociations and brokerage houses) that is a member of or participant in a
\nrecognized “Medallion Program” approved by the Securities Transfer Association
\nInc., including the Security Transfer Agents Medallion Program (STAMP), the
\nStock Exchange Medallion Program (SEMP) and the New York Stock Exchange
\nMedallion Signature Program (MSP), or any other “eligible guarantor
\ninstitution,” as such term is defined in Rule 17Ad-15 under the Exchange Act
\n(each, an “Eligible Institution” and, collectively, the “Eligible
\nInstitutions”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In all other cases, all signatures on a Letter of Transmittal must be
\nguaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of
\nTransmittal. If a Share Certificate is registered in the name of a person or
\npersons other than the signer of the Letter of Transmittal, or if payment is to
\nbe made or delivered to, or a Share Certificate not accepted for payment or not
\ntendered is to be issued in the name of or returned to, a person other than the
\nregistered holder(s), then the Share Certificate must be endorsed or accompanied
\nby appropriate duly executed stock powers, in either case signed exactly as the
\nname(s) of the registered holder(s) appears on the Share Certificate, with the
\nsignature(s) on such Share Certificate or stock powers guaranteed by an Eligible
\nInstitution as provided in the Letter of Transmittal. See Instructions 1 and 5
\nof the Letter of Transmittal.<\/p>\n

Guaranteed Delivery.<\/em> If a stockholder desires to tender Shares
\npursuant to the Offer and the Share Certificates evidencing such stockholder’s
\nShares are not immediately available or such stockholder cannot deliver the
\nShare Certificates and all other required documents to the Depositary prior to
\nthe Expiration Date, or such stockholder cannot complete the procedure for
\ndelivery by book-entry transfer on a timely basis, such Shares may nevertheless
\nbe tendered; provided that all of the following conditions are satisfied:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

such tender is made by or through an Eligible Institution;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a properly completed and duly executed Notice of Guaranteed Delivery,
\nsubstantially in the form made available by us, is received prior to the
\nExpiration Date by the Depositary as provided below; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered
\nShares, in proper form for transfer, in each case together with a properly
\ncompleted and duly executed Letter of Transmittal, together with any required
\nsignature guarantees (or, in the case of book-entry transfer of Shares, either
\nsuch Letter of Transmittal or an Agent’s Message in lieu of such Letter of
\nTransmittal), and any other documents required by the Letter of Transmittal are
\nreceived by the Depositary within three NASDAQ trading days after the date of
\nexecution of such Notice of Guaranteed Delivery.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Notice of Guaranteed Delivery may be delivered by overnight courier or
\nmailed to the Depositary and must include a guarantee by an Eligible Institution
\nin the form set forth in the form of Notice of Guaranteed Delivery made
\navailable by us. In the case of Shares held through the Book-Entry Transfer
\nFacility, the Notice of Guaranteed Delivery must be delivered to the Depositary
\nby a participant by means of the confirmation system of the Book-Entry Transfer
\nFacility.<\/p>\n

Shares tendered by a Notice of Guaranteed Delivery will not be deemed
\nvalidly tendered for purposes of satisfying the Minimum Condition unless and
\nuntil Shares underlying such Notice of Guaranteed Delivery are delivered to the
\nDepositary unless otherwise mutually agreed by us and Micromet. <\/strong><\/p>\n

8<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

The method of delivery of Shares, the Letter of Transmittal and all
\nother required documents, including delivery through the Book-Entry Transfer
\nFacility, is at the election and risk of the tendering stockholder. Shares will
\nbe deemed delivered only when actually received by the Depositary (including, in
\nthe case of a book-entry transfer, by Book-Entry Confirmation). If delivery is
\nby mail, then registered mail with return receipt requested, properly insured,
\nis recommended. In all cases, sufficient time should be allowed to ensure timely
\ndelivery. <\/strong><\/p>\n

The tender of Shares pursuant to any one of the procedures described above
\nwill constitute the tendering stockholder’s acceptance of the terms and
\nconditions of the Offer, as well as the tendering stockholder’s representation
\nand warranty that such stockholder has the full power and authority to tender
\nand assign the Shares tendered, as specified in the Letter of Transmittal, and
\nthat when the Acceptance Time occurs, we will acquire good and unencumbered
\ntitle, free and clear of all liens, restrictions, charges and encumbrances and
\nnot subject to any adverse claims. Our acceptance for payment of Shares tendered
\npursuant to the Offer will constitute a binding agreement between the tendering
\nstockholder and us upon the terms and subject to the conditions to the Offer.\n<\/p>\n

Determination of Validity.<\/em> All questions as to the validity, form,
\neligibility (including time of receipt) and acceptance for payment of any tender
\nof Shares will be determined by us in our sole discretion. We reserve the
\nabsolute right to reject any and all tenders we determine not to be in proper
\nform or the acceptance for payment of which may, in the opinion of our counsel,
\nbe unlawful. We also reserve the absolute right to waive any defect or
\nirregularity in the tender of any Shares of any particular stockholder, whether
\nor not similar defects or irregularities are waived in the case of other
\nstockholders. No tender of Shares will be deemed to have been validly made until
\nall defects and irregularities have been cured or waived to our satisfaction.
\nNone of us, the Depositary, the Information Agent, the Dealer-Manager or any
\nother person will be under any duty to give notification of any defects or
\nirregularities in tenders or incur any liability for failure to give any such
\nnotification. Our interpretation of the terms and conditions of the Offer
\n(including the Letter of Transmittal and the instructions thereto) will be
\ndetermined by us in our sole discretion.<\/p>\n

Appointment as Proxy.<\/em> By executing the Letter of Transmittal (or
\ntaking action resulting in the delivery of an Agent’s Message) as set forth
\nabove, unless Shares relating to such Letter of Transmittal or Agent’s Message
\nare properly withdrawn pursuant to the Offer, the tendering stockholder will
\nirrevocably appoint our designees, and each of them, as such stockholder’s
\nattorneys-in-fact and proxies in the manner set forth in the Letter of
\nTransmittal, each with full power of substitution, to the full extent of such
\nstockholder’s rights with respect to the Shares tendered by such stockholder and
\naccepted for payment by us and with respect to any and all other Shares or other
\nsecurities or rights issued or issuable in respect of such Shares. All such
\nproxies will be considered coupled with an interest in the tendered Shares. Such
\nappointment will be effective if and when, and only to the extent that, we
\naccept such Shares for payment pursuant to the Offer. Upon such appointment, all
\nprior powers of attorney, proxies and consents given by such stockholder with
\nrespect to such Shares or other securities or rights will, without further
\naction, be revoked and no subsequent powers of attorney, proxies, consents or
\nrevocations may be given by such stockholder (and, if given, will not be deemed
\neffective) with respect thereto. Each of our designees will thereby be empowered
\nto exercise all voting and other rights with respect to such Shares and other
\nsecurities or rights, including in respect of any annual, special or adjourned
\nmeeting of Micromet’s stockholders or otherwise, as such designee in its sole
\ndiscretion deems proper. We reserve the right to require that, in order for
\nShares to be deemed validly tendered, immediately upon the occurrence of the
\nAcceptance Time, we must be able to exercise full voting, consent and other
\nrights with respect to such Shares and other securities and rights, including
\nvoting at any meeting of stockholders.<\/p>\n

The foregoing powers of attorney and proxies are effective only upon
\nacceptance for payment of Shares pursuant to the Offer. The Offer does not
\nconstitute a solicitation of proxies, absent a purchase of Shares, for any
\nmeeting of Micromet’s stockholders. <\/strong><\/p>\n

9<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Micromet Options and Micromet Warrants.<\/em> The Offer is made only for
\noutstanding Shares and is not made for any Micromet Options or Micromet
\nWarrants. See Section 11 : “The Merger Agreement; Other Agreements : The Merger
\nAgreement : Treatment of Micromet Equity Awards” for a description of the
\ntreatment of the Micromet Options and Micromet Warrants.<\/p>\n

Backup Withholding.<\/em> To prevent federal “backup withholding” with
\nrespect to payment of the Offer Price of Shares purchased pursuant to the Offer,
\neach stockholder (including any stockholder that tenders Shares into the Offer
\npursuant to the book-entry transfer procedures described above in this Section
\n3) must provide the Depositary with its correct taxpayer identification number
\nand certify that it is not subject to backup withholding by completing the Form
\nW-9 that is included in the Letter of Transmittal or by otherwise certifying
\nsuch stockholder’s exemption from backup withholding. See Instruction 8 set
\nforth in the Letter of Transmittal and Section 5 : “Certain Material U.S.
\nFederal Income Tax Consequences of the Offer and the Merger” of this Offer to
\nPurchase for a more detailed discussion of backup withholding.<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Withdrawal Rights.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as otherwise provided in this Section 4, tenders of Shares made
\npursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may
\nbe withdrawn at any time prior to the Expiration Date. Thereafter, tenders of
\nShares are irrevocable, except that they may also be withdrawn after April 2,
\n2012, which is the 60th day from the commencement of the Offer, unless such
\nShares have already been accepted for payment by us pursuant to the Offer.<\/p>\n

For a withdrawal to be proper and effective, a written notice of withdrawal
\nmust be timely received by the Depositary at one of its addresses set forth on
\nthe back cover page of this Offer to Purchase. Any such notice of withdrawal
\nmust specify the name of the person who tendered the Shares to be withdrawn, the
\nnumber of Shares to be withdrawn and the name of the registered holder of such
\nShares, if different from that of the person who tendered such Shares. If Share
\nCertificates evidencing Shares to be withdrawn have been delivered or otherwise
\nidentified to the Depositary, then, prior to the physical release of such Share
\nCertificates, the serial numbers shown on such Share Certificates must be
\nsubmitted to the Depositary and the signature(s) on the notice of withdrawal
\nmust be guaranteed by an Eligible Institution, unless such Shares have been
\ntendered for the account of an Eligible Institution. If Shares have been
\ntendered pursuant to the procedure for book-entry transfer as set forth in
\nSection 3 : “Procedures for Accepting the Offer and Tendering Shares :
\nBook-Entry Transfer,” any notice of withdrawal must also specify the name and
\nnumber of the account at the Book-Entry Transfer Facility to be credited with
\nthe withdrawn Shares.<\/p>\n

If we extend the Offer, are delayed in our acceptance for payment of Shares
\nor are unable to accept Shares for payment pursuant to the Offer for any reason,
\nthen, without prejudice to our rights under the Offer, the Depositary may,
\nnevertheless, on our behalf, retain tendered Shares, and such Shares may not be
\nwithdrawn except to the extent that tendering stockholders are entitled to
\nwithdrawal rights as described in this Section 4 and as otherwise required by
\nRule 14e-1(c) under the Exchange Act.<\/p>\n

Any Shares properly withdrawn will thereafter be deemed not to have been
\nvalidly tendered for purposes of the Offer. However, withdrawn Shares may be
\nre-tendered at any time prior to the Expiration Date by following one of the
\nprocedures described in Section 3 : “Procedures for Accepting the Offer and
\nTendering Shares : Valid Tender of Shares.”<\/p>\n

No withdrawal rights will apply to Shares tendered in any subsequent offering
\nperiod that we elect to provide (as described in more detail in Section 1 :
\n“Terms of the Offer”) or to Shares previously tendered into the Offer and
\naccepted for payment.<\/p>\n

All questions as to the form and validity (including time of receipt) of any
\nnotice of withdrawal will be determined by us in our sole discretion. None of
\nus, the Depositary, the Information Agent, the Dealer-Manager or any other
\nperson will be under any duty to give notification of any defects or
\nirregularities in any notice of withdrawal or incur any liability for failure to
\ngive any such notification.<\/p>\n

10<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Certain Material U.S. Federal Income Tax Consequences of the Offer
\nand the Merger.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The following is a summary of certain material U.S. federal income tax
\nconsequences of the Offer and the Merger to holders whose Shares are purchased
\npursuant to the Offer or whose Shares are converted into the right to receive
\ncash in the Merger (or pursuant to the exercise of appraisal rights in
\naccordance with Delaware law). This summary is not a comprehensive description
\nof all U.S. federal income tax considerations that may be relevant to the Offer
\nand the Merger. The discussion applies only to holders that hold their Shares as
\ncapital assets, and may not apply to Shares received pursuant to the exercise of
\nemployee stock options or otherwise as compensation, Shares held as part of a
\n“straddle,” “hedge,” “conversion transaction,” constructive sale or other
\nintegrated transaction, holders that purchase or sell Shares as part of a wash
\nsale for tax purposes, holders in special tax situations (such as dealers in
\nsecurities or currencies, traders in securities that elect to use a
\nmark-to-market method of accounting for their securities holdings, banks,
\ninsurance companies, tax-exempt organizations, U.S. expatriates, “controlled
\nforeign corporations” or “passive foreign investment companies”), or United
\nStates Holders (as defined below) whose functional currency is not the U.S.
\ndollar. This discussion does not address any aspect of U.S. federal gift or
\nestate tax, or state, local or foreign taxation.<\/p>\n

If a partnership holds Shares, the tax treatment of a partner in the
\npartnership generally will depend on the status of the partner and the tax
\ntreatment of the partnership. Partners in partnerships holding Shares should
\nconsult their tax advisors with regard to the U.S. federal income tax
\nconsequences of exchanging Shares pursuant to the Offer or the Merger.<\/p>\n

THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE
\nBASED ON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH HOLDER
\nSHOULD CONSULT SUCH HOLDER’S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF
\nTHE RULES DISCUSSED BELOW TO SUCH HOLDER AND THE PARTICULAR TAX EFFECTS OF THE
\nOFFER AND THE MERGER TO SUCH HOLDER, INCLUDING THE APPLICATION AND EFFECT OF
\nU.S. FEDERAL ESTATE AND GIFT, STATE, LOCAL AND OTHER TAX LAWS. <\/strong><\/p>\n

United States Holders.<\/em> For purposes of this discussion, the term
\n“United States Holder” means a beneficial owner of Shares that is, for U.S.
\nfederal income tax purposes:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a citizen or resident of the United States;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a domestic corporation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

an estate whose income is subject to United States federal income taxation
\nregardless of its source; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a trust if (i) a court within the United States is able to exercise primary
\nsupervision over the administration of the trust and one or more United States
\npersons have the authority to control all substantial decisions of the trust or
\n(ii) the trust has validly elected to be treated as a “United States person”
\nunder applicable Treasury regulations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The receipt of cash for Shares pursuant to the Offer or the Merger (or
\npursuant to the exercise of appraisal rights) will be a taxable transaction for
\nU.S. federal income tax purposes. In general, a United States Holder will
\nrecognize gain or loss in an amount equal to the difference between such United
\nStates Holder’s adjusted federal income tax basis in such Shares sold pursuant
\nto the Offer or converted into the right to receive cash in the Merger (or
\nappraised in an appraisal proceeding by the Delaware Court of Chancery) and the
\namount of cash received therefor. Gain or loss must be determined separately for
\neach block of Shares (i.e., Shares acquired at the same cost in a single
\ntransaction) sold pursuant to the Offer or converted into the right to receive
\ncash in the Merger. Such gain or loss will be capital gain or loss (other than,
\nwith respect to the exercise of appraisal rights, amounts, if any, that are or
\nare deemed to be interest for federal income tax purposes, which amounts will be
\ntaxed as ordinary income) and will be long-term capital gain or loss if, on the
\ndate of sale (or, if applicable, the date of the Merger), such Shares were held
\nfor more than one year. Long-term capital gains recognized by an individual
\ngenerally will be taxed at preferential rates. Net capital losses may be subject
\nto limits on deductibility.<\/p>\n

11<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Non-United States Holders.<\/em> For purposes of this discussion, the term
\n“Non-United States Holder” means a beneficial owner of Shares that is not a
\nUnited States person for U.S. Federal income tax purposes.<\/p>\n

In general, a Non-United States Holder will not be subject to U.S. federal
\nincome tax on gain recognized on Shares sold pursuant to the Offer or converted
\ninto the right to receive cash in the Merger (or appraised in an appraisal
\nproceeding by the Delaware Court of Chancery) unless:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the gain is “effectively connected” with the Non-United States Holder’s
\nconduct of a trade or business in the United States, and the gain is
\nattributable to a permanent establishment that such holder maintains in the
\nUnited States, if that is required by an applicable income tax treaty as a
\ncondition for subjecting such holder to U.S. taxation on a net income basis;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Non-United States Holder is an individual present in the United States
\nfor 183 or more days in the taxable year of the sale and certain other
\nconditions exist; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet is or has been a United States real property holding corporation for
\nU.S. federal income tax purposes and the Non-United States Holder held, directly
\nor indirectly, at any time during the five-year period ending on the date of
\nsale (or, if applicable, the date of the Merger), more than 5% of Shares and
\nsuch holder is not eligible for any treaty exemption.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Effectively connected” gains that are recognized by a corporate Non-United
\nStates Holder also may be subject, under certain circumstances, to an additional
\n“branch profits tax” at a 30% rate or at a lower rate if such holder is eligible
\nfor the benefits of an income tax treaty that provides for a lower rate.<\/p>\n

Micromet has not been, is not and does not anticipate becoming a United
\nStates real property holding corporation before the date of sale (or, if
\napplicable, the date of the Merger) for U.S. federal income tax purposes.<\/p>\n

Information Reporting and Backup Withholding.<\/em> Payments made to a
\nnoncorporate United States Holder in connection with the Offer or the Merger
\ngenerally will be subject to information reporting and may be subject to “backup
\nwithholding”. See Section 3 : “Procedure for Accepting the Offer and Tendering
\nShares : Backup Withholding” of this Offer to Purchase.<\/p>\n

Backup withholding generally applies if a United States Holder (i) fails to
\nprovide an accurate taxpayer identification number or (ii) in certain
\ncircumstances, fails to comply with applicable certification requirements. A
\nNon-United States Holder generally will be exempt from information reporting and
\nbackup withholding if it certifies on an Internal Revenue Service Form W-8BEN
\nthat it is not a U.S. person, or otherwise establishes an exemption in a manner
\nsatisfactory to the Depositary.<\/p>\n

Backup withholding is not an additional tax and may be refunded by the
\nInternal Revenue Service to the extent it results in an overpayment of tax.
\nCertain persons generally are entitled to exemption from information reporting
\nand backup withholding, including corporations. Certain penalties apply for
\nfailure to provide correct information and for failure to include reportable
\npayments in income. Each holder should consult with his or her own tax advisor
\nas to his or her qualification for exemption from backup withholding and the
\nprocedure for obtaining such exemption. Tendering United States Holders may be
\nable to prevent backup withholding by completing the Form W-9 that is included
\nin the Letter of Transmittal or, in the case of Non-United States Holders, a
\nForm W-8BEN.<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

Price Range of Shares; Dividends.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Shares are listed on the NASDAQ under the symbol “MITI.” The Shares have
\nbeen listed on the NASDAQ since May 9, 2006.<\/p>\n

12<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

The following table sets forth, for the calendar quarters indicated, the high
\nand low closing prices per Share on the NASDAQ as reported on the
\nNASDAQ(1)<\/sup>:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

High<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Low<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Year Ending December 31, 2012:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Quarter (through February 1, 2012)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$10.96<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

$7.37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Year Ended December 31, 2011:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

8.37<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.82<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Second Quarter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7.07<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

5.28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Third Quarter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6.42<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

4.37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Fourth Quarter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7.24<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

4.68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Year Ended December 31, 2010:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

8.83<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6.68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Second Quarter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8.33<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

5.32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Third Quarter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7.30<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

6.01<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Fourth Quarter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8.54<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

6.48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

Source: Bloomberg L.P.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

According to Micromet, as of January 25, 2012, there were (a) 92,375,454
\nissued and outstanding Shares, (b) outstanding Micromet Options to purchase
\n14,017,356 Shares and (c) Micromet Warrants to purchase 7,766,046 Shares.<\/p>\n

The Offer Price of $11.00 per Share represents an approximate:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

33% premium to the closing price per Share reported on the NASDAQ on January
\n25, 2012, the last day before we announced the execution of the Merger Agreement
\nand the Offer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

52% premium to the closing price per Share reported on the NASDAQ on December
\n23, 2011, the last closing price 30 days before the day we announced the
\nexecution of the Merger Agreement and the Offer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

24% premium over the 52-week-high intraday price per Share reported on the
\nNASDAQ for the period ended January 25, 2012, the last day before we announced
\nthe execution of the Merger Agreement and the Offer; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

34%, 58%, 86% and 87% over the volume-weighted average trading prices for the
\nShares for the one-month, three-month, six-month and twelve-month periods ending
\non the last day before we announced the execution of the Merger Agreement and
\nthe Offer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On February 1, 2012, the last trading day before we commenced the Offer, the
\nclosing price of Shares reported on the NASDAQ was $10.94 per Share. We
\nencourage you to obtain a recent quotation for Shares in deciding whether to
\ntender your Shares. See Section 6 : “Price Range of Shares; Dividends.”<\/p>\n

Stockholders are urged to obtain current market quotations for Shares
\nbefore making a decision with respect to the Offer. <\/strong><\/p>\n

Micromet has never declared or paid cash dividends with respect to the
\nShares. Under the terms of the Merger Agreement, Micromet is not permitted to
\ndeclare or pay any dividend in respect of the Shares without Amgen’s prior
\nwritten consent. See Section 11 : “The Merger Agreement; Other Agreements : The
\nMerger Agreement : Conduct of Business of Micromet.”<\/p>\n

7. Certain Information Concerning Micromet. <\/strong><\/p>\n

Except as otherwise set forth in this Offer to Purchase, the information
\nconcerning Micromet contained in this Offer to Purchase has been taken from or
\nbased upon publicly available documents and records on file with<\/p>\n

13<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

the SEC and other public sources and is qualified in its entirety by
\nreference thereto. None of us, Amgen, the Information Agent and the
\nDealer-Manager take responsibility for the accuracy or completeness of the
\ninformation contained in such documents and records or for any failure by
\nMicromet to disclose events that may have occurred or may affect the
\nsignificance or accuracy of any such information but that are unknown to us,
\nAmgen, the Information Agent and the Dealer-Manager.<\/p>\n

General.<\/em> Micromet is a Delaware corporation incorporated in 1998.
\nThe principal executive offices of Micromet are located at 9201 Corporate
\nBoulevard, Suite 400, Rockville, Maryland, 20850 and the telephone number is
\n(240) 752-1420.<\/p>\n

As described in the joint press release announcing the execution of the
\nMerger Agreement, issued by Amgen and Micromet on January 26, 2012 and filed by
\nMicromet with the SEC on Schedule 14D-9 on such date, Micromet is a
\nbiopharmaceutical company focused on the discovery, development and
\ncommercialization of innovative antibody-based therapies for the treatment of
\ncancer. Micromet is advancing a robust pipeline of novel therapeutics based on
\nits proprietary BiTE \u00ae<\/sup> (Bispecific T cell Engager) technology. BiTE
\nantibodies are designed to direct the body’s cytotoxic, or cell-destroying, T
\ncells against tumor cells, and represent a new therapeutic approach to cancer
\ntherapy. Typically, antibodies cannot engage T cells because T cells lack the
\nappropriate receptors for binding antibodies. BiTE antibodies have been shown to
\nbind T cells to tumor cells, ultimately killing the tumor cells.<\/p>\n

Micromet’s lead product candidate, blinatumomab, is a BiTE antibody in Phase
\n2 clinical development for acute lymphoblastic leukemia (“ALL”). Blinatumomab is
\nalso in clinical development for the treatment of non-Hodgkin’s lymphoma
\n(“NHL”), and could have applications in other hematologic malignancies.<\/p>\n

Blinatumomab has demonstrated encouraging single-agent activity in both adult
\nand pediatric patients with ALL as well as adult patients with NHL, and is
\ncurrently under investigation in five trials:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Two Phase 2 trials for adult patients with relapsed\/refractory ALL<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Phase 1\/2 trial for pediatric patients with relapsed\/refractory ALL<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Phase 2 trial for adult ALL patients with minimal residual disease<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Phase 1 trial for adult patients with relapsed\/refractory NHL<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Available Information.<\/em> Micromet files annual, quarterly and current
\nreports, proxy statements and other information with the SEC. Micromet’s SEC
\nfilings are available to the public over the Internet at the SEC’s website at
\nwww.sec.gov. You may also read and copy any document Micromet files with the SEC
\nat the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
\n20549. Please call the SEC at 1-800-SEC-0330 for further information on the
\npublic reference rooms. Micromet maintains a website at www.micromet.com. These
\nwebsite addresses are not intended to function as hyperlinks, and the
\ninformation contained on Micromet’s website and on the SEC’s website is not
\nincorporated by reference in this Offer to Purchase and you should not consider
\nit a part of this Offer to Purchase.<\/p>\n

8. Certain Information Concerning Purchaser and Amgen. <\/strong><\/p>\n

Purchaser.<\/em> We are a Delaware corporation and a wholly-owned
\nsubsidiary of Amgen and were formed solely for the purpose of engaging in the
\ntransactions contemplated by the Merger Agreement, including the Offer and the
\nMerger. To date, we have not carried on any activities other than those related
\nto our formation, the Merger Agreement, the Offer and the Merger. We have
\nminimal assets and liabilities other than the contractual rights and obligations
\nas set forth in the Merger Agreement. Following the consummation of the Offer
\nand the satisfaction or waiver of the remaining conditions set forth in the
\nMerger Agreement, we will merge with and into Micromet, with Micromet continuing
\nas the Surviving Corporation. Our principal executive offices are located at One
\nAmgen Center Drive, Thousand Oaks, California, 91320-1799. Our business
\ntelephone number is (805) 447-1000.<\/p>\n

14<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Amgen.<\/em> Amgen is a Delaware corporation. The business address of
\nAmgen is One Amgen Center Drive, Thousand Oaks, California, 91320-1799. The
\nbusiness telephone number for Amgen is (805) 447-1000. Amgen is the world’s
\nlargest independent biotechnology medicines company. Amgen discovers, develops,
\nmanufactures and markets medicines for grievous illnesses. Amgen focuses solely
\non human therapeutics and concentrates on innovating novel medicines based on
\nadvances in cellular and molecular biology. Amgen’s mission is to serve
\npatients.<\/p>\n

Additional Information.<\/em> Certain information concerning the directors
\nand executive officers of Amgen is set forth in Annex A to this Offer to
\nPurchase and certain information concerning our directors and executive officers
\nis set forth in Annex B to this Offer to Purchase.<\/p>\n

Except as set forth elsewhere in this Offer to Purchase (including Section 10
\n: “Background of the Offer; Past Contacts, Transactions, Negotiations and
\nAgreements with Micromet”, Section 11 : “The Merger Agreement; Other
\nAgreements”, Annex A and Annex B): (i) neither we nor Amgen nor, to our
\nknowledge or the knowledge of Amgen after reasonable inquiry, any of the persons
\nor entities listed in Annex A or Annex B, or any associate or affiliate of the
\nforegoing, beneficially owns or has a right to acquire any Shares or any other
\nequity securities of Micromet, (ii) neither we nor Amgen nor, to our knowledge
\nor the knowledge of Amgen after reasonable inquiry, any of the persons or
\nentities referred to in clause (i) has effected any transaction in the Shares or
\nany other equity securities of Micromet during the 60-day period preceding the
\ndate of this Offer to Purchase, (iii) neither we nor Amgen nor, to our knowledge
\nor the knowledge of Amgen after reasonable inquiry, any of the persons listed on
\nAnnex A or Annex B, has any contract, arrangement, understanding or relationship
\nwith any other person with respect to any securities of Micromet, (iv) during
\nthe two years prior to the date of this Offer to Purchase, there have been no
\ntransactions between us and Amgen, its subsidiaries or, to our knowledge or the
\nknowledge of Amgen after reasonable inquiry, any of the persons listed in Annex
\nA and Annex B, on the one hand, and Micromet or any of its executive officers,
\ndirectors or affiliates, on the other hand, (v) during the two years prior to
\nthe date of this Offer to Purchase, there have been no negotiations,
\ntransactions or contracts between us, Amgen, our or its subsidiaries or, to our
\nknowledge or the knowledge of Amgen after reasonable inquiry, any of the persons
\nlisted in Annex A and Annex B, on the one hand, and Micromet or any of its
\nexecutive officers, directors or affiliates, on the other hand, concerning a
\nmerger, consolidation or acquisition, a tender offer or other acquisition of
\nsecurities, an election of directors or a sale or other transfer of a material
\namount of assets, (vi) there are no present or proposed material agreements,
\narrangements, understandings or relationships between us, Amgen or any of our or
\nits respective executive officers, directors or affiliates, on the one hand, and
\nMicromet or any of its executive officers, directors or affiliates, on the other
\nhand and (vii) during the past five years, neither we nor Amgen has been
\nconvicted in a criminal proceeding (excluding traffic violations or similar
\nmisdemeanors) or been a party to any judicial or administrative proceeding
\n(except for matters that were dismissed without sanction or settlement) that
\nresulted in a judgment, decree or final order enjoining it from future
\nviolations of, or prohibiting activities subject to, U.S. federal or state
\nsecurities laws, or a finding of any violation of U.S. federal or state
\nsecurities laws.<\/p>\n

Available Information.<\/em> Pursuant to Rule 14d-3 under the Exchange
\nAct, we and Amgen have filed with the SEC a Tender Offer Statement on Schedule
\nTO (as amended, which we refer to as the “Schedule TO”), of which this Offer to
\nPurchase forms a part, and exhibits to the Schedule TO and such documents are
\navailable to the public over the Internet at the SEC’s website at www.sec.gov.
\nYou may also read and copy any document filed by us and\/or Amgen with the SEC at
\nthe SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
\nPlease call the SEC at 1-800-SEC-0330 for further information on the public
\nreference rooms. Amgen maintains a website at www.amgen.com. These website
\naddresses are not intended to function as hyperlinks, and the information
\ncontained on Amgen’s website and on the SEC’s website is not incorporated by
\nreference in this Offer to Purchase and you should not consider it a part of
\nthis Offer to Purchase.<\/p>\n

9. Source and Amount of Funds. <\/strong><\/p>\n

The total amount of funds required by us to consummate the Offer and purchase
\nall outstanding Shares in the Offer and to provide funding in connection with
\nthe Merger is approximately $1.16 billion, plus related fees and expenses.
\nAmgen, our parent company, will provide us with sufficient funds to purchase all
\nShares validly<\/p>\n

15<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

tendered in the Offer and will provide funding for our acquisition of the
\nremaining Shares in the Merger. Amgen expects to fund such cash requirements
\nfrom its available cash. The Offer is not subject to any financing condition.\n<\/p>\n

We do not believe that our financial condition is relevant to a decision by a
\nholder of Shares whether to tender Shares and accept the Offer because (i) the
\nconsummation of the Offer is not subject to any financing condition, (ii) the
\nOffer is being made for all Shares solely for cash, (iii) if the Offer is
\nconsummated, we will acquire all remaining Shares in the Merger for the same
\ncash price as was paid in the Offer (i.e., the Offer Price) and (iv) we, through
\nAmgen, have sufficient funds available to purchase all Shares validly tendered
\nand not properly withdrawn pursuant to the Offer and to provide funding for the
\nMerger in light of Amgen’s financial capacity in relation to the amount of
\nconsideration payable.<\/p>\n

10. Background of the Offer; Past Contacts, Transactions,
\nNegotiations and Agreements with Micromet. <\/strong><\/p>\n

References to Amgen below in certain cases may be references to us or other
\nentities that are affiliates of Amgen.<\/p>\n

Background of the Offer <\/em><\/strong><\/p>\n

Amgen regularly evaluates its business and plans and considers a variety of
\ntransactions to enhance its business. Amgen has considered a number of
\nalternatives for developing its businesses, including partnerships and
\nacquisitions of other companies and businesses. As part of this process,
\nbeginning in late 2010 Amgen engaged in discussions with Micromet in order to
\nfind transactions to enhance its profile in technologies for treating cancer.
\nThese discussions led to a July 2011 collaboration between Amgen and Micromet on
\nthe research of BiTE \u00ae<\/sup> antibodies in solid tumors (referred to herein
\nas the Solid Tumor Collaboration). Shortly after the discussions commenced,
\nAmgen began to examine Micromet as a potential acquisition target based on
\nMicromet’s capabilities and the determination that Micromet’s assets would be
\ncomplementary in the development of novel therapeutics for the treatment of
\ngrievous illnesses.<\/p>\n

On April 5, 2011, Dr. Roger Perlmutter, Executive Vice President, Research
\nand Development of Amgen, Dr. Iain Dukes, Vice President, External R&D of
\nAmgen, Mrs. Erin Lavelle, Executive Director, Business Development of Amgen, and
\nMr. Michael Flaschen, Executive Director, External R&D of Amgen, met in New
\nYork City with Dr. Christian Itin, Chief Executive Officer of Micromet, Dr.
\nPatrick Baeuerle, Chief Science Officer of Micromet and Dr. Jens Hennecke,
\nSenior Vice President, Business Development of Micromet, to discuss the ongoing
\ncollaboration negotiations. At that meeting, representatives of Amgen introduced
\nthe idea of a strategic transaction with Micromet. Dr. Itin indicated that at
\nthe time Micromet was focused on completing the proposed collaboration on new
\nBiTE antibodies. As a result, Amgen did not make an offer at that time, but
\ninstead continued to pursue the Solid Tumor Collaboration, while its senior
\nmanagement continued to discuss internally potential strategic options regarding
\nMicromet.<\/p>\n

On May 18, 2011, Dr. Dukes met with Dr. Michael Carter, a member of the
\nMicromet Board, in Rhode Island, for a purpose unrelated to Micromet and Dr.
\nDukes raised the subject of an acquisition of Micromet by Amgen. Dr. Carter
\nexpressed his views that the Micromet Board might be willing to entertain an
\nappropriate acquisition offer by Amgen and indicated that he would raise the
\nmatter with the Chairman of the Micromet Board, Mr. David Hale.<\/p>\n

Amgen engaged Moelis & Company LLC and Moelis & Company UK LLP as of
\nJune 17, 2011 to act as its financial advisors for a potential acquisition of
\nMicromet.<\/p>\n

On July 11, 2011, Amgen and Micromet AG, a wholly-owned subsidiary of
\nMicromet, entered into, and Micromet announced, the Solid Tumor Collaboration.\n<\/p>\n

On July 14, 2011, Drs. Perlmutter and Dukes met with Mr. Hale and Mr. Joseph
\nSlattery, another member of the Micromet Board, in San Diego to express Amgen’s
\ninterest in a potential transaction and indicated that Amgen was planning to
\nprepare a non-binding proposal letter for an acquisition.<\/p>\n

16<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

On July 18, 2011, Amgen’s senior management team agreed to proceed with a
\nnon-binding proposal to Micromet and Mr. Kevin W. Sharer, Amgen’s Chairman of
\nthe Board and Chief Executive Officer, sent a letter to Mr. Hale indicating
\nAmgen’s proposal for an acquisition of Micromet at a price of $9.00 per Share in
\ncash.<\/p>\n

On July 25, 2011, Dr. Dukes called Dr. Carter seeking information on the
\nstatus of Micromet’s response to Amgen’s proposal. Dr. Carter informed Dr. Dukes
\nthat Micromet had a meeting of the Micromet Board the next day with its
\nfinancial advisor, Goldman, Sachs & Co. (referred to herein as Goldman
\nSachs), to assess Amgen’s proposal.<\/p>\n

On July 26, 2011, representatives of Goldman Sachs contacted Mr. David
\nPiacquad, Vice President, Strategy and Corporate Development of Amgen, to
\nindicate that Micromet was not interested in a transaction at that price level.\n<\/p>\n

On July 28, 2011, the Amgen Board met and discussed a possible acquisition of
\nMicromet. At this meeting, Amgen’s management discussed its views on Micromet
\nand the Amgen Board asked questions about Micromet. After these discussions, the
\nAmgen Board authorized Amgen’s senior management to enter into an agreement to
\nacquire Micromet upon certain conditions including completion of due diligence
\nand definitive agreements.<\/p>\n

On August 1, 2011, Dr. Perlmutter contacted Mr. Hale to indicate that Amgen
\nremained interested in a transaction and would like to conduct additional due
\ndiligence on Micromet. At that time, Mr. Hale indicated he would convey that
\ninterest to the Micromet Board at its meeting later that week. Dr. Perlmutter
\nand Mr. Hale then discussed the possibility of a face-to-face meeting in
\nmid-August.<\/p>\n

Mr. Hale followed up with Dr. Perlmutter following Micromet’s Board of
\nDirectors meeting on August 3, 2011 and confirmed the opportunity for a limited
\ndue diligence discussion to determine whether Amgen could increase its offer
\nprice if Amgen would enter into a confidentiality agreement with a standstill
\nwith Micromet.<\/p>\n

On August 5, 2011, Dr. Itin contacted Dr. Perlmutter to coordinate the due
\ndiligence session and proposed the meeting in San Francisco. Dr. Itin and
\nMicromet provided Amgen with a proposed agenda for the due diligence session and
\ndraft confidentiality agreement and Dr. Perlmutter submitted a due diligence
\nrequest list and proposed attendee list to Dr. Itin. The parties negotiated the
\nscope of the diligence meeting and confidentiality agreement over the next few
\ndays and entered into the confidentiality agreement on August 18, 2011.<\/p>\n

The parties met on August 18, 2011 in San Francisco for a due diligence
\nsession to discuss potential sources of additional value that would permit Amgen
\nto increase its offer price. Among those in attendance for Amgen were Drs.
\nPerlmutter and Dukes, Mr. Piacquad, Dr. Sean Harper, Senior Vice President,
\nGlobal Development and Corporate Chief Medical Officer of Amgen, Dr. Paul
\nEisenberg, Senior Vice President, Global Regulatory Affairs and Safety of Amgen,
\nDr. Roy Baynes, Vice President, Global Development Hematology\/Oncology of Amgen,
\nMs. Alison Moore, Vice President, Process & Product Engineering of Amgen,
\nand Mr. Jonathan Porter, Director, Commercial Global Marketing of Amgen. Those
\nin attendance for Micromet included Drs. Itin, Baeuerle and Hennecke, Dr. Ulrich
\nGrau, Chief Operating Officer of Micromet, Dr. Jan Fagerberg, Chief Medical
\nOfficer of Micromet, and a representative of Goldman Sachs.<\/p>\n

On August 29, 2011, Amgen’s senior management team met and discussed the
\nresults of the August 18th meeting and, following discussion of certain
\nquestions decided to continue discussions with Micromet for a transaction at
\n$9.00 per Share.<\/p>\n

On September 1, 2011, Dr. Perlmutter called Mr. Hale and reiterated Amgen’s
\nproposal to acquire Micromet at a price of $9.00 per Share. Mr. Hale indicated
\nthat he was disappointed that Amgen was unwilling to raise its offer price
\nfollowing the due diligence meeting and that the Micromet Board had determined
\nthat $9.00 per share was not an appropriate value for Micromet stockholders, but
\nthat he would take that proposal back to the Micromet Board.<\/p>\n

17<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Mr. Hale responded to Dr. Perlmutter on September 9, 2011 to indicate that
\nMicromet’s Board had determined that $9.00 was not an adequate acquisition price
\nfor Micromet and the Board was disappointed that Amgen did not find increased
\nvalue through the diligence discussion in San Francisco.<\/p>\n

Mr. Sharer sent a letter, dated September 19, 2011, to Mr. Hale indicating
\nthat Amgen continued to propose a price for Micromet at $9.00 per Share.<\/p>\n

On September 22, 2011, a representative of Goldman Sachs spoke with Robert A.
\nBradway, Chief Operating Officer of Amgen, and again conveyed the Micromet
\nBoard’s unwillingness to proceed with discussions at $9.00 per share and their
\ndisappointment that Amgen did not find increased value as a result of the
\ndiligence discussions in San Francisco. Goldman Sachs agreed to call Amgen after
\ndiscussing the matter further with the Micromet Board.<\/p>\n

On September 29, 2011, representatives of Goldman Sachs spoke with Mr.
\nPiacquad and confirmed that Micromet would further respond to Amgen’s offer
\nafter Micromet’s Board meeting scheduled for the following week.<\/p>\n

On October 11, 2011, representatives of Goldman Sachs on behalf of Micromet’s
\nBoard contacted Mr. Piacquad to reject the $9.00 per Share offer, but
\ncommunicated that Micromet might still entertain a potential transaction with
\nAmgen at a substantially higher price. The representatives of Goldman Sachs also
\nindicated that Micromet was pursuing licensing and collaboration transactions.
\nOver the next several weeks, Amgen and its advisors spent a significant amount
\nof time in an effort to determine whether Amgen would be willing to increase its
\nproposal and ways to structure any such proposal.<\/p>\n

On October 28, 2011, Mr. Sharer sent a letter to Mr. Hale indicating that
\nAmgen was willing to increase the price in its proposal by acquiring Micromet in
\na transaction in which Amgen would pay a fixed amount equal to $9.00 per Share
\nin cash plus a contingent value component paying up to $3.00 more per Share in
\n$1.00 increments contingent on the achievement of certain commercial sales and
\nregulatory milestones for blinatumumab if they occurred within certain time
\nperiods extending out to 2017.<\/p>\n

On November 3, 2011, representatives from Goldman Sachs contacted Mr.
\nPiacquad to indicate that Micromet’s Board had decided not to pursue the October
\n28, 2011 proposal from Amgen.<\/p>\n

On November 22, 2011, representatives from Goldman Sachs had a conversation
\nwith Mr. Piacquad and Dr. Dukes in which Mr. Piacquad and Dr. Dukes indicated
\nthat Amgen would not submit a cash offer at a substantially higher price. The
\nrepresentatives of Goldman Sachs indicated that Mr. Hale might be willing to
\npresent to the Micromet Board an all cash offer at a price below the $12.00 per
\nShare in total potential consideration reflected in Amgen’s last offer. Goldman
\nSachs also communicated that the Micromet Board had not formally agreed to enter
\ninto discussions at a price below $12.00 per Share.<\/p>\n

On December 7 and December 16, 2011, Amgen’s senior management team reviewed
\nthe transaction and discussed the financial implications of a revised offer.
\nAmgen’s senior management agreed to submit a revised offer of $10.75 per Share
\non December 19, 2011.<\/p>\n

On December 21, 2011, Mr. Piacquad and Dr. Dukes contacted Mr. Hale to
\ndiscuss the potential acquisition and communicated that Amgen was potentially
\nwilling to increase the fixed price portion of its earlier proposal, but that
\nAmgen desired entering into a transaction containing only a fixed price
\ncomponent at $10.75 per Share. Mr. Hale indicated that he would need to convene
\nthe Micromet Board to consider this proposal.<\/p>\n

On January 3, 2012, Mr. Hale responded to Mr. Piacquad and Dr. Dukes that the
\nMicromet Board would not accept $10.75 per Share; however, Mr. Hale indicated
\nthat Micromet’s Board would be willing to work toward a transaction and work
\nwith Amgen on due diligence if Amgen would raise its price to $11.00 per Share.
\nMr. Piacquad and Dr. Dukes agreed to review a price of $11.00 per Share with
\nAmgen’s senior management.<\/p>\n

18<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

On January 5, 2012, Amgen’s senior management team received an update from
\nMr. Piacquad and agreed to proceed with an offer price of $11.00 per Share
\nsubject to Amgen Board approval before entering into a definitive agreement. On
\nthe same day, Mr. Piacquad and Dr. Dukes verbally agreed to a purchase price of
\n$11.00 per Share with Mr. Hale subject to completion of Amgen’s due diligence,
\nnegotiation of mutually acceptable transaction documentation and approval by the
\nAmgen Board and the Micromet Board. As a follow-up, Amgen and Micromet entered
\ninto an amendment to their confidentiality agreement to change certain matters
\nrelating to the process of contacting Micromet personnel and Amgen provided
\nMicromet a due diligence request list.<\/p>\n

On January 6, 2012, Amgen’s legal counsel, Sullivan & Cromwell LLP (which
\nwe refer to herein as S&C), provided to Micromet’s legal counsel, Cooley LLP
\n(which we refer to herein as Cooley) an initial draft of the Merger Agreement.\n<\/p>\n

On January 7, 2012, Micromet made available to Amgen an on-line data room
\ncontaining due diligence information and Amgen commenced due diligence on these
\ndocuments.<\/p>\n

On January 9, 2012, Amgen and Micromet met in Cooley’s offices in San
\nFrancisco to conduct further due diligence on Micromet while various of the
\nattendees at the meeting were in San Francisco to attend the J.P. Morgan
\nHealthcare Conference. Amgen participants included Drs. Perlmutter, Harper,
\nEisenberg and Dukes, Mr. Piacquad, Ms. Moore and Dr. Susie Jun, Executive
\nMedical Director, Global Development of Amgen and Mr. Peter Sandor, Vice
\nPresident, Global Marketing of Amgen. Those in attendance for Micromet included
\nMr. Hale (for a portion of the meeting) and Drs. Itin and Hennecke as well as
\nrepresentatives from Goldman Sachs.<\/p>\n

From that point forward, until January 25, 2012, representatives of Amgen
\ncontinued to perform a due diligence investigation of Micromet. During this
\ntime, Amgen, Micromet and their representatives held numerous due diligence
\ncalls and Micromet added materials to its online data room on an ongoing basis.
\nIn addition, several representatives from Amgen and Micromet also met in person
\nand via telephone on January 13, 2012 to discuss various due diligence
\nquestions.<\/p>\n

On January 11, 2012, Cooley provided S&C with a draft of the Merger
\nAgreement. S&C responded with comments on this draft on January 15, 2012.
\nCooley responded with comments to this draft on January 18, 2012 and
\nrepresentatives of Amgen, S&C and Cooley had a telephone conference the
\nfollowing day on January 19, 2012 to discuss open issues, including issues
\nrelated to the ability of the Micromet Board to change its recommendation, the
\ntriggers to the payment of the termination fee, the amount of the termination
\nfee, the exceptions to the definition of Material Adverse Effect and the
\ncalculation of the Minimum Condition. On January 20, 2012, Cooley provided
\nS&C with additional comments to the Merger Agreement, and, later that night,
\nS&C provided Cooley with a revised draft of the Merger Agreement.<\/p>\n

On January 20, 2012, the Amgen Board met with Amgen’s management, including
\nits General Counsel, to discuss the current state of the negotiations with
\nMicromet. Management discussed its analysis of the transaction with the Amgen
\nBoard, the financial analyses of Micromet and the proposed transaction. At this
\nmeeting, the Amgen Board discussed the material terms of transaction. The Amgen
\nBoard asked questions of management and after discussing the terms of the
\ntransaction authorized management to continue discussions with Micromet and to
\nenter into a transaction with Micromet.<\/p>\n

From January 22, 2012 through January 25, 2012, representatives from Amgen,
\nS&C, Cooley and Micromet had a series of telephone conversations to discuss
\ncertain open issues related to the Merger Agreement, exchanged drafts of the
\nMerger Agreement and negotiated the Merger Agreement.<\/p>\n

On January 23, 2012, Mr. Hale had a conversation with Mr. Piacquad and
\ncommunicated the Micromet Board’s request for an increase in the offer price to
\n$11.50 per share based on the increase in Micromet’s stock price since late
\nDecember 2011 and the reduction in the premium to the current market price. Mr.
\nPiacquad indicated that he believed that Amgen was offering fair value for
\nMicromet but would need to consult with other<\/p>\n

19<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

senior management before responding to the proposal. Later on the same day,
\nafter discussions with senior management of Amgen and its financial advisors,
\nMr. Piacquad contacted Mr. Hale and indicated that Amgen was not prepared to
\nincrease its price above $11.00 per Share. Mr. Hale responded that he would take
\nthat response to the Micromet Board the next day.<\/p>\n

On January 24, 2012, Mr. Hale contacted Mr. Piacquad and indicated that he
\nbelieved that Micromet would be prepared to continue moving forward at $11.00
\nper Share, but that an issue that was being discussed among counsel relating to
\ncertain of the circumstances under which the termination fee would become
\npayable would need to be resolved favorably to Micromet.<\/p>\n

On January 25, 2012, following the close of trading on the NASDAQ, Micromet
\ninformed Amgen that at a meeting of the Micromet Board, the Micromet Board had
\nunanimously (i) approved, and declared advisable, the Merger Agreement and the
\ntransactions contemplated by the Merger Agreement, including the Offer and the
\nMerger, upon the terms and subject to the conditions set forth therein, (ii)
\ndetermined that the Merger Agreement and the transactions contemplated thereby
\nare fair to, and in the best interests of, Micromet and its stockholders and
\n(iii) resolved to recommend that Micromet’s stockholders accept the Offer,
\ntender their Shares into the Offer and, to the extent required by applicable
\nlaw, adopt the Merger Agreement. Later on January 25, 2012, the Merger Agreement
\nwas executed and delivered on behalf of each of Amgen, Purchaser and Micromet.
\nThe following morning, on January 26, 2012, Amgen and Micromet issued a joint
\npress release announcing the execution of the Merger Agreement.<\/p>\n

On February 2, 2012, Purchaser commenced the Offer described in this Offer to
\nPurchase. Micromet’s description of its review process is contained in the
\nSchedule 14D-9.<\/p>\n

Past Contacts, Transactions, Negotiations and Agreements with
\nMicromet <\/em><\/strong><\/p>\n

On July 11, 2011, Amgen entered into a Collaboration and License Agreement
\nwith Micromet under which the two parties agreed to collaborate on the research
\nof BiTE antibodies against three undisclosed solid tumor targets and the
\nsubsequent development and commercialization of BiTE antibodies against up to
\ntwo of these targets, to be selected by Amgen. Amgen paid an up-front payment of
\n 10 million, or $14.5 million using the exchange rate as of the payment date, of
\nwhich 4 million (or $5.7 million using the exchange rate as of the payment
\ndate) was an advanced payment to Micromet for research and development services
\nto be performed by Micromet and the remaining 6 million (or $8.5 million using
\nthe exchange rate as of the payment date) was designated as the license fee
\nrelating to the license of BiTE antibody technology and know-how. Micromet has
\nbeen primarily responsible for the generation and pre-clinical research of the
\nBiTE antibodies, and Amgen will lead the clinical development, manufacturing,
\nand commercialization of any products resulting from the collaboration. Micromet
\nis eligible to receive up to a total of 342 million in milestone payments in
\nconnection with the development and sale of BiTE antibodies against the first
\ntarget selected by Amgen, as follows: 7 million in pre-clinical milestones, 35
\nmillion in clinical milestones, and 300 million in milestones related to
\nproduct approval and achievement of certain sales thresholds. Micromet is also
\neligible to receive an additional cash payment upon initiation of the program,
\nas well as milestones, royalties and development funding comparable to the first
\nprogram. The combined potential payments to Micromet from both programs,
\nexcluding reimbursement of research and development costs, are approximately
\n 695 million. Micromet has not recognized any milestone revenue under this
\nCollaboration and License Agreement to date.<\/p>\n

The Collaboration and License Agreement contains termination provisions
\nwhereby Amgen may terminate the agreement upon 90 days’ notice. There are also
\nprovisions for termination for material breach that either party may invoke
\naccording to the terms of the agreement.<\/p>\n

11. The Merger Agreement; Other Agreements. <\/strong><\/p>\n

The Merger Agreement <\/em><\/strong><\/p>\n

The following is a summary of certain provisions of the Merger Agreement.
\nThis summary does not purport to be complete and is qualified in its entirety by
\nreference to the full text of the Merger Agreement, a copy of<\/p>\n

20<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

which is filed as Exhibit (d)(1) to the Schedule TO, which is incorporated
\nherein by reference. Copies of the Merger Agreement and the Schedule TO, and any
\nother filings that we make with the SEC with respect to the Offer or the Merger,
\nmay be obtained in the manner set forth in Section 8 : “Certain Information
\nConcerning Purchaser and Amgen : Available Information.” Stockholders and other
\ninterested parties should read the Merger Agreement for a more complete
\ndescription of the provisions summarized below.<\/p>\n

Explanatory Note Regarding the Merger Agreement <\/strong><\/p>\n

The Merger Agreement is included to provide you with information
\nregarding its terms. Factual disclosures about Amgen, us and Micromet or any of
\ntheir respective affiliates contained in this Offer to Purchase or in their
\nrespective public reports filed with the SEC, as applicable, may supplement,
\nupdate or modify the factual disclosures about Amgen, us and Micromet or any of
\ntheir respective affiliates contained in the Merger Agreement. The
\nrepresentations, warranties and covenants made in the Merger Agreement by Amgen,
\nus and Micromet were qualified and subject to important limitations agreed to by
\nAmgen, us and Micromet in connection with negotiating the terms of the Merger
\nAgreement. In particular, in your review of the representations and warranties
\ncontained in the Merger Agreement and described in this summary, it is important
\nto bear in mind that the representations and warranties were negotiated with the
\nprincipal purposes of establishing the circumstances in which a party to the
\nMerger Agreement may have the right not to consummate the Offer or the Merger if
\nthe representations and warranties of the other party prove to be untrue due to
\na change in circumstance or otherwise, and allocating risk between the parties
\nto the Merger Agreement, rather than establishing matters as facts. The
\nrepresentations and warranties may also be subject to a contractual standard of
\nmateriality different from those generally applicable to stockholders and
\nreports and documents filed with the SEC, and in some cases were qualified by
\ndisclosures set forth in schedules that were provided by each party to the other
\nbut are not publicly filed as part of the Merger Agreement. Moreover,
\ninformation concerning the subject matter of the representations and warranties,
\nwhich do not purport to be accurate as of the date of this Offer to Purchase,
\nmay have changed since the date of the Merger Agreement and subsequent
\ndevelopments or new information qualifying a representation or warranty may have
\nbeen included in this Offer to Purchase. <\/strong><\/p>\n

The Offer <\/em><\/p>\n

The Merger Agreement provides that we will commence the Offer as promptly as
\npracticable but in no event more than ten business days after the date of the
\nAgreement, and that, subject to the satisfaction of the Minimum Condition and
\nother conditions that are described in Section 15 : “Conditions to the Offer,”
\nAmgen will cause us to accept for payment, and we will accept for payment, all
\nShares validly tendered and not properly withdrawn pursuant to the Offer
\npromptly after the Expiration Date. The initial Expiration Date will be 12:00
\nmidnight, New York City time, at the end of Thursday, March 1, 2012.<\/p>\n

Terms and Conditions of the Offer <\/em><\/p>\n

Our obligations to accept for payment, and pay for, any Shares tendered
\npursuant to the Offer are subject to the conditions set forth in Section 15 :
\n“Conditions to the Offer.” The Offer conditions are for the sole benefit of
\nAmgen and us, and we or Amgen may waive, in whole or in part, any condition to
\nthe Offer from time to time, in our or its sole discretion, provided that we may
\nnot waive the Minimum Condition, or amend or modify any of the other conditions
\nin the Offer in a manner that adversely affects, or reasonably would be expected
\nto adversely affect, any Micromet stockholders, in each case, without the prior
\nwritten consent of Micromet.<\/p>\n

Extensions of the Offer; Subsequent Offering Period <\/em><\/p>\n

The Merger Agreement provides that we will extend the Offer (a) for periods
\nof not more than five business days each or such other number of business days
\nas we, Amgen and Micromet may agree, but not beyond the End Date, in order to
\npermit the satisfaction of all remaining conditions (subject to our right to
\nwaive any<\/p>\n

21<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

condition to the Offer (other than the Minimum Condition) in accordance with
\nthe Merger Agreement), if on any scheduled Expiration Date any condition to the
\nOffer has not been satisfied or waived (other than the Minimum Condition, which
\nwe may not waive), and (b) for any period or periods required by applicable law
\nor any interpretation or position of the SEC or its staff or NASDAQ or its
\nstaff, provided that (1) we will extend the then current Expiration Date until
\nthe first business day on which the Offer can be accepted under applicable law
\nand (2) we are not obligated to extend the Offer beyond the End Date. We may
\nalso elect to provide a subsequent offering period of neither less than three
\nbusiness days nor more than 20 business days, during which time Micromet’s
\nstockholders whose Shares have not been tendered prior to the Expiration Date
\n(or whose Shares were tendered and later withdrawn prior to the Expiration Date)
\nmay tender, but not withdraw, their Shares and receive the Offer Price.<\/p>\n

Micromet Board Recommendation <\/em><\/p>\n

The Micromet Board has, at a meeting duly called and held, unanimously (i)
\ndetermined that the Merger Agreement and the transactions contemplated by the
\nMerger Agreement are advisable, fair to and in the best interests of Micromet
\nand its stockholders, (ii) approved, and declared advisable, the Merger
\nAgreement, the Offer, the Merger and the transactions contemplated by the Merger
\nAgreement in accordance with the requirements of Delaware law and (iii) resolved
\nto recommend that Micromet’s stockholders accept the Offer and tender their
\nShares to us pursuant to the Offer, and, to the extent required by applicable
\nlaw, adopt the Merger Agreement (item (iii), the “Micromet Board
\nRecommendation”).<\/p>\n

Micromet’s Board of Directors <\/em><\/p>\n

Upon the Acceptance Time and all times thereafter, we will be entitled to
\nelect or designate a number of directors, rounded up to the next whole number,
\nto the Micromet Board that is equal to the product of (a) the total number of
\ndirectors on the Micromet Board (after giving effect to the directors elected or
\ndesignated by us) multiplied by (b) the percentage that the aggregate number of
\nShares beneficially owned by Amgen, us and any of our affiliates bears to the
\ntotal number of Shares then outstanding, and Micromet will, upon our request at
\nany time following the purchase of and payment for Shares pursuant to the Offer,
\ntake all actions necessary to (i) appoint to the Micromet Board the individuals
\ndesignated by us and permitted to be so designated as described above,
\nincluding, but not limited to, promptly filling vacancies or newly created
\ndirectorships on the Micromet Board, promptly increasing the size of the
\nMicromet Board (including by amending Micromet’s bylaws if necessary so as to
\nincrease the size of the Micromet Board) and\/or promptly securing the
\nresignations of the number of its incumbent directors as are necessary or
\ndesirable to enable our designees to be so elected or designated to the Micromet
\nBoard, and (ii) cause our designees to be so appointed at such time. Micromet
\nwill, upon our request following the Acceptance Time, cause directors designated
\nby us to constitute the same percentage (rounded up to the next whole number) as
\nis on the Micromet Board of each committee of the Micromet Board to the extent
\npermitted by applicable law and the rules of the NASDAQ.<\/p>\n

In the event that directors designated by us are elected or designated to the
\nMicromet Board, until the Effective Time, Micromet will cause the Micromet Board
\nto maintain the Continuing Directors. After the Acceptance Time and prior to the
\nEffective Time, if our designees constitute a majority of the Micromet Board,
\nthe affirmative vote of a majority of the Continuing Directors will (in addition
\nto the approval rights of the Micromet Board or the stockholders of Micromet as
\nmay be required by Micromet’s certificate of incorporation or bylaws or by
\napplicable law) be required (i) for Micromet to amend or terminate the Merger
\nAgreement, (ii) to exercise or waive any of Micromet’s rights, benefits or
\nremedies under the Merger Agreement, if such action would adversely affect, or
\nwould reasonably be expected to adversely affect, Micromet’s stockholders (other
\nthan Amgen or us), (iii) to amend Micromet’s certificate of incorporation or
\nbylaws if such action would adversely affect the holders of Shares (other than
\nAmgen or us), or (iv) to take any other action of the Micromet Board under or in
\nconnection with the Merger Agreement if such action would materially and
\nadversely affect, or would reasonably be expected to materially and adversely
\naffect, Micromet’s stockholders (other than Amgen or us).<\/p>\n

22<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Top-Up Option <\/em><\/p>\n

Pursuant to the Merger Agreement, Micromet has granted to us and Amgen the
\nTop-Up Option, which is an option that we or Amgen may, but are not obligated
\nto, exercise, to purchase from Micromet the Top-Up Option Shares. The Top-Up
\nOption may be exercised by us or Amgen, in whole or in part, at any time on or
\nafter the Acceptance Time, in our or its sole discretion, until the earlier to
\noccur of the Effective Time and the termination of the Merger Agreement in
\naccordance with its terms; provided, however, that the obligation of Micromet to
\ndeliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject
\nto the condition, unless waived by Micromet, that immediately following the
\nexercise of the Top-Up Option, the number of Shares owned in the aggregate by
\nAmgen and us constitutes at least one Share more than 90% of the number of
\nShares that would be outstanding immediately after the issuance of all Top-Up
\nOption Shares.<\/p>\n

The Top-Up Option is intended to expedite the timing of the consummation of
\nthe Merger (after consummation of the Offer, at which time Micromet would be a
\nmajority-owned subsidiary of Amgen, which would have the requisite voting power
\nto cause stockholder adoption of the Merger Agreement, even without exercise of
\nthe Top-Up Option) by permitting the Merger to occur pursuant to Delaware’s
\n“short-form” merger statute, Section 253 of the DGCL, without any vote of
\nMicromet’s stockholders.<\/p>\n

The aggregate purchase price payable for the Top-Up Option Shares will be
\ndetermined by multiplying the number of Top-Up Option Shares by the Offer Price.
\nSuch purchase price may be paid by Amgen or us, at our election, (i) in cash or
\n(ii) by (x) paying in cash an amount equal to not less than the aggregate par
\nvalue of the Top-Up Option Shares and (y) payment of the balance by executing
\nand delivering to Micromet a promissory note (with full recourse to Amgen), with
\nsuch terms as specified in the Merger Agreement, having a principal amount equal
\nto the difference between the aggregate purchase price and the amount paid in
\ncash.<\/p>\n

The Merger <\/em><\/p>\n

The Merger Agreement provides that, following the consummation of the Offer,
\nsubject to the terms and conditions of the Merger Agreement, and in accordance
\nwith the DGCL, at the Effective Time:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

we will be merged with and into Micromet and, as a result of the Merger, our
\nseparate corporate existence will cease;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet will be the Surviving Corporation in the Merger and will become a
\nwholly-owned subsidiary of Amgen; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

all of our property, assets, rights, privileges, immunities, powers and
\nfranchises and those of Micromet will vest in Micromet as the Surviving
\nCorporation, and all of our debts, liabilities, obligations and duties and those
\nof Micromet will become the debts, liabilities and duties of Micromet as the
\nSurviving Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Certificate of Incorporation; Bylaws; Directors and Officers of the
\nSurviving Corporation.<\/em> Unless otherwise determined by Amgen prior to the
\nEffective Time, at the Effective Time, (i) the certificate of incorporation of
\nthe Surviving Corporation will be amended and restated in its entirety to be
\nidentical to our certificate of incorporation as in effect immediately prior to
\nthe Effective Time, (ii) the bylaws of the Surviving Corporation will be amended
\nand restated to conform to our bylaws as in effect immediately prior to the
\nEffective Time and (iii) the directors and officers of the Surviving Corporation
\nimmediately after the Effective Time will be the respective individuals who are
\ndesignated as our directors and officers immediately prior to the Effective
\nTime.<\/p>\n

Merger Closing Conditions.<\/em> Our obligations and the obligations of
\nAmgen, on the one hand, and Micromet, on the other hand, to effect the Merger
\nare each subject to the satisfaction of each of the following conditions:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the adoption of the Merger Agreement by the affirmative vote of the holders
\nof at least a majority of the then outstanding Shares, if required by applicable
\nlaw;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

no temporary restraining order, preliminary or permanent injunction or other
\norder preventing the consummation of the Merger shall have been issued by any
\ngovernmental body of competent jurisdiction and remain in effect, and there
\nshall not be any applicable action taken, or any applicable law or order
\npromulgated, entered, enforced, enacted, issued or deemed applicable to the
\nOffer or the Merger that directly or indirectly prohibits, or makes illegal, the
\nacceptance of or payment for Shares, or the consummation of the Offer or the
\nMerger illegal; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the occurrence of the Acceptance Time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Merger Consideration.<\/em> At the Effective Time, each Share then
\noutstanding (other than Shares that are held by any stockholders who properly
\ndemand appraisal in connection with the Merger as described in Section 17 :
\n“Certain Legal Matters; Regulatory Approvals : Appraisal Rights”) (each, an
\n“Eligible Share”) will be converted into the right to receive the Offer Price,
\nwithout interest, less any applicable withholding taxes, except for Shares then
\nowned by Amgen, Micromet or any of their respective wholly-owned subsidiaries,
\nwhich Shares will be cancelled and retired and will cease to exist, and no
\nconsideration will be delivered in exchange therefor.<\/p>\n

Payment for Shares.<\/em> Before the Effective Time, Amgen will designate
\na bank or trust company reasonably acceptable to Micromet to make payment of the
\nconsideration payable in the Merger (the “Paying Agent”). At the Effective Time
\nand from time to time thereafter to the extent necessary, we or Amgen will
\ndeposit or cause to be deposited with the Paying Agent, for the benefit of
\nholders of Eligible Shares, cash in immediately available funds necessary to pay
\nthe aggregate consideration payable in the Merger.<\/p>\n

As soon as reasonably practicable after the Effective Time and in no event
\nlater than three business days thereafter, the Paying Agent will send to each
\nholder of Shares (other than Shares then owned by Amgen, Micromet or any of
\ntheir respective wholly-owned subsidiaries) a letter of transmittal and
\ninstructions advising the stockholders how to surrender Eligible Shares
\nrepresented by Share Certificates or book-entry (“Micromet Book-Entry Shares”)
\nin exchange for the consideration payable in the Merger, which is an amount per
\nShare in cash equal to the Offer Price. The Paying Agent will pay the
\nconsideration payable in the Merger to the holders of Eligible Shares upon (1)
\nsurrender of a Share Certificate, together with a letter of transmittal, duly
\ncompleted and validly executed in accordance with the instructions therein, and
\nsuch other documents as may be required pursuant to such instructions or (2)
\ndelivery to the Paying Agent of an Agent’s Message in respect of Micromet
\nBook-Entry Shares (or such other evidence, if any, of transfer as the Paying
\nAgent may reasonably request). Interest will not be paid or accrue in respect of
\nthe consideration payable in the Merger. The Surviving Corporation will reduce
\nthe amount of any consideration payable in the Merger paid to the stockholders
\nby any applicable withholding taxes.<\/p>\n

If any cash deposited with the Paying Agent is not claimed within 180 days
\nfollowing the Effective Time, such cash will be returned to the Surviving
\nCorporation, upon its demand, and any stockholders who have not theretofore
\ncomplied with Share exchange procedures in the Merger Agreement will thereafter
\nlook only to the Surviving Corporation for payment of their claims for the
\nconsideration payable in the Merger, without interest, less any applicable
\nwithholding taxes. Notwithstanding the foregoing, neither the Surviving
\nCorporation nor the Paying Agent will be liable to any holder of Shares for any
\nconsideration payable in the Merger delivered in respect of such Shares to a
\npublic official pursuant to abandoned property, escheat or other similar
\napplicable law.<\/p>\n

The transmittal instructions will include instructions if the stockholder has
\nlost a Share Certificate or if it has been stolen or destroyed. The stockholder
\nwill have to provide an affidavit to that fact and, if required by Amgen, post a
\nbond in a customary amount and upon such terms as may be required by Amgen as
\nindemnity against any claim that may be made against it in respect of such Share
\nCertificate.<\/p>\n

Treatment of Micromet Equity Awards <\/em><\/p>\n

Micromet has represented to us that it currently has outstanding Micromet
\nOptions that are exercisable for an aggregate of 14,017,356 Shares.<\/p>\n

24<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

At the Effective Time, each outstanding Micromet Option, whether vested or
\nunvested, will be cancelled and converted into only the right to receive,
\nwithout interest, after giving effect to any accelerated vesting at the
\nEffective Time contemplated under the Merger Agreement or under the terms of any
\nemployment agreement or individual award agreement, for the portion of each
\nMicromet Option that is (i) vested and exercisable as of the Effective Time, an
\namount in cash equal to the product of (A) the excess, if any, of (1) the Offer
\nPrice over (2) the exercise price per share of such vested portion of the
\nMicromet Option, and (B) the number of Shares underlying the vested portion of
\nsuch Micromet Option, and (ii) not vested at the Effective Time, an amount in
\ncash equal to the product of (A) the excess, if any, of (1) the Offer Price over
\n(2) the exercise price per share of such unvested portion of the Micromet
\nOption, and (B) the number of Shares underlying such unvested portion of the
\nMicromet Option (in each case, such product, less applicable withholdings, the
\n“Option Payment Amount”).<\/p>\n

For the portion of each Micromet Option that is vested and exercisable as of
\nthe Effective Time, the Option Payment Amount will be payable to the holder of
\nsuch option as soon as reasonably practicable, but no later than the second
\npayroll period, after the Effective Time. For the portion of each Micromet
\nOption that is not vested and exercisable as of the Effective Time, the Option
\nPayment Amount in respect of such cancelled and converted unvested portion of
\nthe Micromet Option will be subject to the same vesting schedule and other
\nrelevant terms applicable to the Micromet Option as in effect before the
\nEffective Time. The Option Payment Amount will be payable to the holder thereof
\nno later than the second payroll period after the applicable vesting date of
\nsuch payment, subject to the holder’s continued employment through the vesting
\ndate, or earlier termination without “cause” (including because of the holder’s
\ndeath or disability) or resignation for “good reason” (in each case within the
\nmeaning of the applicable Micromet equity plan or individual employment
\nagreement), in which case the Option Payment Amount will be payable to the
\nholder thereof by no later than the second payroll period after the date of such
\ntermination or resignation. Any Option Payment Amount in respect of a cancelled
\nand converted unvested portion of a Micromet Option that remains outstanding and
\nunvested as of December 15, 2012 will vest on December 15, 2012, and such Option
\nPayment Amount will be paid to the holder no later than December 31, 2012. Any
\npartial accelerated vesting, pursuant to an individual employment agreement or
\naward agreement, will be applied pro rata, on a grant by grant basis, to each
\nvesting tranche subject to such accelerated vesting, such that the portion of
\neach such vesting tranche that is not accelerated will be subject to the same
\nvesting schedule in effect as of the date of the Merger Agreement. In addition,
\nthe portion of each Micromet Option that is not vested as of the Effective Time
\nand which is held by a non-employee member of the Micromet Board will be subject
\nto accelerated vesting and become exercisable in full upon the Effective Time
\nand cashed-out in the same manner as other vested Micromet Options.<\/p>\n

Treatment of Micromet Warrants <\/em><\/p>\n

Micromet has represented to us that it currently has outstanding warrants
\nthat are exercisable for an aggregate of 7,766,046 Shares. Any holder of a
\nwarrant that exercises such warrant prior to the Expiration Date will receive
\nShares which such holder may tender into the Offer in the same manner as any
\nother holder of Shares. Any warrant that remains outstanding following the
\nExpiration Date will be treated in accordance with the terms of the applicable
\nwarrant. The Merger Agreement provides that following the closing of the
\ntransactions, Amgen will cause the Surviving Corporation to assume, exchange or
\nmake payment with respect to all outstanding warrants of Micromet and will take
\nall actions necessary and required to comply with the terms of Micromet’s
\nwarrants.<\/p>\n

Representations and Warranties <\/em><\/p>\n

The Merger Agreement contains representations and warranties of Amgen, us and
\nMicromet.<\/p>\n

Some of the representations and warranties in the Merger Agreement made by
\nMicromet are qualified as to “materiality” or “Material Adverse Effect.” For
\npurposes of the Merger Agreement, an event, occurrence, violation, inaccuracy,
\ncircumstance or other matter will be deemed to have a “Material Adverse Effect”
\non Micromet and its subsidiaries taken as a whole if such event, occurrence,
\nviolation, inaccuracy, circumstance or<\/p>\n

25<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

other matter had or would reasonably be likely to have a material adverse
\neffect on (a) the assets, liabilities, business, financial condition or results
\nof operations of Micromet and its subsidiaries taken as a whole or (b) the
\nability of Micromet to consummate the transactions contemplated by the Merger
\nAgreement; provided, however, that none of the following shall be deemed in and
\nof themselves, either alone or in combination, to constitute, and none of the
\nfollowing shall be taken into account in determining whether there is, or would
\nreasonably likely to be, a Material Adverse Effect on Micromet and its
\nsubsidiaries:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any change in the market price or trading volume of the Shares (provided,
\nhowever, that this exception will not apply to the underlying causes of any such
\nchange or prevent any of such underlying causes from being taken into account in
\ndetermining whether a Material Adverse Effect has occurred);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any event, occurrence, circumstance, change or effect arising from the
\nannouncement or pendency of the transactions contemplated by the Merger
\nAgreement to the extent attributable to the identity of Amgen;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any event, circumstance, change or effect in the national, European or
\ninternational economy, biopharmaceutical industry or financial markets generally
\nunless such event, circumstance, change or effect materially and
\ndisproportionately impacts Micromet and its subsidiaries, taken as a whole,
\ncompared to other participants in the biopharmaceutical industry;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any event, occurrence, circumstance, change or effect arising directly or
\nindirectly from or otherwise relating to any act of terrorism, war, national or
\ninternational calamity or any other similar event unless such event,
\ncircumstance, change or effect materially and disproportionately impacts
\nMicromet and its subsidiaries, taken as a whole, compared to other participants
\nin the biopharmaceutical industry;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the failure of Micromet or its subsidiaries to meet internal or analysts’
\nexpectations or projections or the results of operations (provided, however,
\nthat this exception will not apply to the underlying causes of any such failure
\nor prevent any of such underlying causes from being taken into account in
\ndetermining whether a Material Adverse Effect has occurred);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any adverse effect arising directly from or otherwise directly relating to
\nthe termination, at Amgen’s request, of any or all employee plans intended to
\nqualify under Section 401(k) of Internal Revenue Code of 1986, as amended, in
\naccordance with the terms of the Merger Agreement or the failure of Micromet or
\nany of its subsidiaries to take any action that Micromet and its subsidiaries
\nare specifically prohibited from taking prior to the Acceptance Time pursuant to
\nthe provision in the Merger Agreement relating to the operation of Micromet’s
\nbusiness and that was not consented to by Amgen; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any event, circumstance, change or effect arising directly or indirectly from
\nor otherwise relating to any change in, or any compliance with or action taken
\nfor the purpose of complying with, applicable law or United States generally
\naccepted accounting principles (“GAAP”) (or interpretations of applicable law or
\nGAAP), unless such event, circumstance, change or effect materially and
\ndisproportionately impacts Micromet and its subsidiaries, taken as a whole,
\ncompared to other participants in the biopharmaceutical industry.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the Merger Agreement, Micromet has made customary representations and
\nwarranties to Amgen and us with respect to, among other things:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the due organization, valid existence, good standing and qualification to do
\nbusiness of Micromet and its subsidiaries;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet’s capitalization;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet’s SEC filings;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet’s financial statements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the absence of certain changes or events;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

title to assets;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

real property and equipment;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

intellectual property matters, including the absence of infringement of
\nrights of others;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

material contracts and the absence of any defaults under material contracts;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the absence of certain material undisclosed liabilities;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

compliance with applicable laws;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

compliance with regulatory requirements, including possession of all
\ngovernmental licenses and permits necessary to conduct its business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

compliance with domestic and international anti-bribery laws;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

disclosure of Micromet’s communications with certain governmental bodies;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

tax matters, including filings of material tax returns and payment of
\nmaterial taxes;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

employee benefit matters, including the status of employee benefit plans;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

environmental matters, including compliance of Micromet and its subsidiaries
\nwith applicable environmental laws;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

insurance coverage;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the absence of certain undisclosed transactions with affiliates;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the absence of any material litigation or other legal proceedings, claims or
\ninvestigations;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

corporate authorization and validity of the Merger Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the inapplicability of any anti-takeover law to the Merger Agreement and the
\nOffer, the Merger and the other transactions contemplated by the Merger
\nAgreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

stockholder votes required to adopt the Merger Agreement, if adoption is
\nrequired;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the absence of any conflict between the execution of the Merger Agreement and
\nthe consummation of the Offer and the Merger, on the one hand, and the
\norganizational or governing documents or certain agreements of Micromet and its
\nsubsidiaries or applicable laws, on the other hand;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

required government filings, approvals and notices;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

an amendment to the Rights Agreement to exempt the transactions contemplated
\nby the Merger Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the receipt by the Micromet Board of a fairness opinion from Goldman, Sachs
\n& Co.;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

parties entitled to financial advisory fees based on Micromet’s arrangements;
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the accuracy of information supplied by Micromet for inclusion in this Offer
\nto Purchase, and the absence of material untrue statements or omissions in the
\nSchedule 14D-9 and any proxy or information statement relating to the Merger.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the Merger Agreement, we and Amgen have made customary representations and
\nwarranties to Micromet with respect to, among other things:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the organization, valid existence, good standing and qualification to do
\nbusiness of Amgen and us;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

corporate authorization and validity of the Merger Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the absence of any conflict between the execution of the Merger Agreement and
\nthe consummation of the Offer and the Merger, on the one hand, and our
\norganizational or governing documents and those of Amgen, applicable laws or
\ncertain of our agreements and those of Amgen, on the other hand;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

27<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

required government filings, approvals and notices;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the accuracy of information supplied by Amgen and us for inclusion in the
\nSchedule 14D-9 and any proxy or information statement relating to the Merger,
\nand the absence of material untrue statements or omissions in this Offer to
\nPurchase;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

absence of litigation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

availability of funds necessary to perform our respective obligations under
\nthe Merger Agreement, including the payment of the aggregate Offer Price and
\nconsideration payable in the Merger; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

lack of ownership of Shares by Parent, us or our affiliates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

None of the representations and warranties contained in the Merger Agreement
\nsurvive the consummation of the Merger.<\/p>\n

Conduct of Business of Micromet <\/em><\/p>\n

The Merger Agreement provides that, except (i) as required or otherwise
\ncontemplated under the Merger Agreement, (ii) with the written consent of Amgen
\nor (iii) as previously disclosed to Amgen in connection with entering into the
\nMerger Agreement, during the period from the date of the Merger Agreement and
\nuntil the earlier of the Acceptance Time and the termination of the Merger
\nAgreement, Micromet will, and will cause each of its subsidiaries to, conduct
\nits business and operations (A) in the ordinary course and in substantially the
\nsame manner as previously conducted and (B) using its commercially reasonable
\nefforts to maintain compliance with applicable law and the requirements of its
\nmaterial contracts. During such time, Micromet will use commercially reasonable
\nefforts to preserve intact components of its current business organization,
\nincluding keeping available the services of current officers and key employees
\nand use commercially reasonable efforts to maintain its relations and good will
\nwith its suppliers and customers and governmental bodies; provided, however,
\nthat Micromet and its subsidiaries are not obligated to put in place any new
\nretention programs or to include additional personnel in existing retention
\nprograms.<\/p>\n

In addition, during the same period, except (i) as required or otherwise
\ncontemplated under the Merger Agreement, (ii) with the written consent of Amgen
\nor (iii) as previously disclosed to Amgen in connection with entering into the
\nMerger Agreement, Micromet will not, and will not permit any of its subsidiaries
\nto, take certain actions (subject to certain further exceptions to the
\nindividual restrictions set forth in the Merger Agreement, including in certain
\ncircumstances exceptions relating to Micromet’s ordinary course of business
\nconsistent with past practice), including the following:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

declare, accrue, set aside or pay any dividend or make any other distribution
\nin respect of any shares of Micromet’s capital stock, or repurchase, redeem or
\notherwise reacquire any shares of Micromet’s capital stock, other than dividends
\nor distributions by a subsidiary of Micromet to Micromet or another subsidiary
\nof Micromet;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

sell, issue, grant or authorize the issuance or grant of any security, any
\nright to acquire any security or any instrument convertible into or exchangeable
\nfor any security of Micromet or any of its subsidiaries, except issuances upon
\nthe valid exercise of Micromet Options or Micromet Warrants outstanding as of
\nthe date of the Merger Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

split, combine or reclassify any of the outstanding shares of capital stock
\nof Micromet or enter into any agreement with respect to voting of any of the
\ncapital stock of Micromet or its subsidiaries or any securities convertible into
\nor exchangeable for such capital stock;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

other than as contemplated by the Merger Agreement or to the extent required
\nby applicable law, (1) enter into, establish, adopt, modify, amend or terminate
\nany employee plan or any employment, consulting, collective bargaining, bonus or
\nother incentive compensation, health or other welfare, pension, retirement,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

28<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

severance, deferred compensation or any other compensation or benefit plan
\nwith, for or in respect of any director, officer, other employee or consultant
\nthat would constitute an employee plan under the Merger Agreement had it been in
\neffect on the date of the Merger Agreement, (2) grant any new awards under any
\nemployee plan, (3) take any action to amend, modify or waive any of its rights
\nunder, or accelerate the vesting criteria or vesting requirements of payment of
\nany compensation or benefit under, any employee plan, (4) increase in any manner
\nthe compensation, bonuses, severance pay or any other benefits of any employee
\nor director of Micromet or its subsidiaries, (5) pay any bonus to any employee
\nor director of Micromet or its subsidiaries, except for such individual’s unpaid
\n2011 annual bonus, (6) promote any employee or hire any employee or engage any
\ntemporary employee or independent contractor other than a replacement hire to
\nfill an existing position as previously disclosed to us that (i) was vacated as
\na result of attrition and (ii) is for a position for which total annual
\ncompensation is less than $100,000 or 100,000, (7) take any action to
\naccelerate the vesting or payment, or fund or in any other way secure the
\npayment, of compensation or benefits under any employee plan, to the extent not
\nalready provided in any such employee plan, (8) change any actuarial or other
\nassumptions used to calculate funding obligations with respect to any employee
\nplan or change the manner in which contributions to such plans are made or the
\nbasis on which such contributions are determined, except as may be required by
\nGAAP or applicable law or (9) issue or forgive any loans to any employee or
\ndirector of Micromet or its subsidiaries; provided, however, that Micromet and
\nits subsidiaries may provide routine, reasonable salary increases to
\nnon-executive employees in the ordinary course of business in amount not to
\nexceed 6% per individual and 4% in the aggregate salary amount for all
\nindividuals, may amend any employee plans to the extent required by applicable
\nlaw and may accelerate bonus payments for eligible directors, officers or other
\nemployees of Micromet or its subsidiaries whose employment is terminated before
\npayment of annual bonuses for the year of termination, in accordance with bonus
\nplans existing on the date of the Merger Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

amend, modify or waive any provision of or permit the adoption of any
\namendment to its certificate of incorporation or bylaws or other charter or
\norganizational documents or the Rights Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

form any subsidiary, acquire any equity interest or other interest in any
\nother entity or enter into any joint venture, partnership, limited liability
\ncorporation or similar arrangement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

incur any indebtedness for borrowed money or issue any debt securities or
\nwarrants or other rights to acquire debt securities of Micromet or any of its
\nsubsidiaries, or assume, guarantee or endorse the obligations of any other
\nperson, in the case of any of the foregoing, involving an aggregate principal
\namount or potential guaranteed amount in excess of $25,000 individually or
\n$125,000 in the aggregate, or otherwise incur or modify any material
\nindebtedness or liability;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

pre-pay any long-term debt or accelerate or delay any material payments or
\nthe collection of payment due to Micromet;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

make capital expenditures other than (1) capital expenditures set forth in
\nthe Micromet’s capital expense budget provided to us and (2) capital
\nexpenditures not provided for in such budget that do not exceed $50,000
\nindividually and $250,000 in the aggregate during any calendar quarter;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

acquire, lease, license or sublicense any material right or other material
\nasset from any other person or sell or otherwise dispose of, or lease, license
\nor sublicense, any material right or other material asset to any other person,
\nor waive or relinquish, abandon, allow to lapse or encumber (except encumbrances
\npermitted by the Merger Agreement) any material right or material asset or enter
\ninto any discussion relating to the foregoing with respect to blinatumomab, or
\nMT103;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

lend money or make capital contributions to or make investments in, any
\nperson, except as required under Micromet’s parent guarantee of its
\nsubsidiaries’ obligations or for short term borrowings in the ordinary course of
\nbusiness;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

enter into, amend, waive any provision of, modify in any material respect or
\nterminate any material contract;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

29<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

enter into, modify, amend or terminate any contract or waive, release or
\nassign any rights or claims thereunder, if the result of such action would be
\nreasonably likely to adversely affect MT103 in any material respect;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

make or change any material tax election, settle or compromise any material
\ntax liability, claim or assessment, change any actual tax accounting period,
\nchange or consent to any change in any tax accounting method, file any amended
\nmaterial tax return, enter into any closing agreement, surrender any right to
\nclaim a material tax refund, waive or extend or consent to any extension or
\nwaiver of the statute of limitations period applicable to any material taxes,
\ntax claim or assessment, or incur any material liability for tax outside of the
\nordinary course of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

commence any legal proceeding, except (1) routine matters in the ordinary
\ncourse of business and consistent with past practices, (2) where Micromet
\nreasonably determines in good faith that the failure to commence suit would
\nresult in a material impairment of a valuable aspect of its business (after
\nconsultation with Amgen) or (3) in connection with a breach of the Merger
\nAgreement or any other agreements contemplated thereby;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

settle any legal proceeding, except for settlements that result solely in a
\nmonetary obligation involving payment by Micromet or its subsidiaries of (1) not
\nmore than the amount specifically reserved in accordance with GAAP with respect
\nto such legal proceeding on Micromet’s balance sheet or (2) not more than
\n$500,000 in the aggregate (in addition to any amounts funded through insurance
\npolicies);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

change any of its methods of accounting or accounting practices in any
\nmaterial respect unless required by GAAP or by applicable law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

dispose of any MT103 drug substance or drug product inventory (“MT103
\nInventory”), including any expired MT103 Inventory, except and only to the
\nextent required by applicable law or contracts entered into by Micromet or its
\nsubsidiaries prior to the date of the Merger Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

enter into any collective bargaining, agreement to form a work council or
\nother union or similar agreement or commit to enter into any such agreements,
\nexcept as required by applicable law; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

agree or commit to take any of the foregoing actions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No Solicitation <\/em><\/p>\n

Micromet has agreed that, during the period from the date of the Merger
\nAgreement until the earlier of the Acceptance Time and the termination of the
\nMerger Agreement, neither it nor its subsidiaries nor any of their
\nrepresentatives, directly or indirectly, will:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

solicit, initiate or knowingly induce, facilitate or encourage the submission
\nor announcement of any Acquisition Proposal (as defined below) (including by
\ngranting any waiver under Section 203 of the DGCL) or any inquiry or indication
\nof interest that could reasonably be expected to lead to an Acquisition
\nProposal;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

furnish any information regarding Micromet or any of its subsidiaries to any
\nperson in connection with or in response to an Acquisition Proposal or an
\ninquiry or indication of interest that could reasonably be expected to lead to
\nan Acquisition Proposal;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

participate or engage in discussions or negotiations with any person with
\nrespect to any Acquisition Proposal or an inquiry or indication of interest that
\ncould reasonably be expected to lead to an Acquisition Proposal;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

approve, endorse or recommend any Acquisition Proposal; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

enter into any letter of intent, term sheet, merger agreement, acquisition
\nagreement, option agreement or similar document or any contract contemplating or
\notherwise relating to any Acquisition Proposal.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

30<\/p>\n

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\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

However, prior to the Acceptance Time, Micromet is not prohibited from
\nfurnishing nonpublic information regarding itself and its subsidiaries to, or
\nentering into discussions with, any person in response to a bona-fide written
\nAcquisition Proposal that is submitted after the date of the Merger Agreement to
\nMicromet by such person (and not withdrawn) if (1) none of Micromet, its
\nsubsidiaries or any representative of Micromet or its subsidiaries breached or
\ntook any action inconsistent with the immediately foregoing paragraph or the
\nprovisions relating to an Adverse Change Recommendation (as described below),
\n(2) the Micromet Board concludes in good faith that such bona-fide written
\nAcquisition Proposal would reasonably be expected to lead to a Superior Offer
\n(as defined below) and, after consulting with its outside legal counsel, that
\nthe failure to take such action would reasonably constitute a breach of the
\nfiduciary duties of the Micromet Board to the Micromet stockholders under
\napplicable law, (3) at least two business days prior to furnishing any nonpublic
\ninformation to, or entering into discussions with, the person delivering the
\nAcquisition Proposal, Amgen receives written notice from Micromet of the
\nidentity of such person and of Micromet’s intention to furnish nonpublic
\ninformation to, or enter into discussions with, such person, and Micromet
\nreceives from such person an executed confidentiality agreement in a customary
\nform that is no less favorable to Micromet than the confidentiality agreement
\nentered into by Micromet and Amgen (which Micromet may negotiate with the person
\nduring the two business day notice period), and (4) Micromet concurrently
\nfurnishes all such nonpublic information to Amgen (to the extent such nonpublic
\ninformation has not been previously furnished or made available by Micromet to
\nAmgen or its representatives).<\/p>\n

For purposes of the Merger Agreement, “Acquisition Proposal” means any offer
\nor proposal (other than an offer or proposal made or submitted by Amgen)
\ncontemplating any Acquisition Transaction, which is defined as any transaction
\nor series of transactions (other than the transactions contemplated by the
\nMerger Agreement), involving (1) any merger, consolidation, business combination
\nor similar transaction involving Micromet or any of its subsidiaries, (2) any
\ndirect or indirect sale, license, lease, transfer, exchange or other disposition
\n(including any license, collaboration, disposition or revenue-sharing
\narrangement), in one transaction or a series of transactions, including by
\nmerger, consolidation, business combination, share exchange, joint venture,
\nextraordinary dividend, recapitalization, corporate reorganization or otherwise,
\nof any business or assets (including MT103 or any other BiTE antibody)
\nrepresenting, or that would represent after giving effect to the transaction,
\n20% or more of the assets, net revenues or net income of Micromet or any of its
\nsubsidiaries, (3) any issuance, sale or other disposition, in one transaction or
\nseries of transactions, including by way of merger, consolidation, business
\ncombination, share exchange, joint venture or any similar transaction, of
\nsecurities (or options, rights or warrants to purchase, or securities
\nconvertible into or exchangeable for, such securities) representing 15% or more
\nof the voting power of Micromet (or 20% or more of the voting power of any of
\nMicromet’s subsidiaries), (4) any transaction, including any tender offer or
\nexchange offer, that if consummated would result in or would reasonably be
\nexpected to result in any person or group beneficially owning 15% or more of the
\nvoting power of Micromet (or in the case of Micromet’s subsidiaries, 20% or more
\nof the voting power of such subsidiaries) or in which any person or group will
\nacquire the right to acquire beneficial ownership of 15% or more of the
\noutstanding voting power of Micromet (or in the case of Micromet’s subsidiaries,
\n20% or more of the voting power of any such subsidiary), or (5) any combination
\nof the foregoing.<\/p>\n

For purposes of the Merger Agreement, “Superior Offer” means an unsolicited,
\nbona-fide written Acquisition Proposal made by a third party after the date of
\nthe Merger Agreement and not resulting from a breach of Micromet’s
\nnon-solicitation obligations described above pursuant to which such third party
\nwould acquire 80% or more of the voting power of Micromet or the assets of
\nMicromet and its subsidiaries on a consolidated basis on terms that the Micromet
\nBoard determines, in its good faith judgment, after consultation with its
\noutside legal counsel and its financial advisor of nationally recognized
\nreputation, to be more favorable to Micromet’s stockholders than the terms of
\nthe Offer and the Merger and is reasonably capable of being completed on the
\nterms proposed taking into account all relevant factors, including the terms and
\nconditions of the Acquisition Proposal, including price, form of consideration,
\nclosing conditions, anticipated timing of consummation of the transaction, and
\nfor which financing, if a cash transaction, is not a condition to the
\nconsummation of the purchase transaction and is reasonably determined to be
\navailable by the Micromet Board.<\/p>\n

31<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

During the period from the date of the Merger Agreement until the earlier of
\nthe Acceptance Time and the termination of the Merger Agreement, Micromet has
\nagreed to promptly (and in no event later than twenty-four hours after receipt
\nof any Acquisition Proposal, any inquiry or indication of interest that could
\nreasonably be expected to lead to an Acquisition Proposal or any request for
\nnonpublic information) advise Amgen orally and in writing of any Acquisition
\nProposal, any inquiry or indication of interest that could reasonably be
\nexpected to lead to an Acquisition Proposal or any request for nonpublic
\ninformation relating to Micromet or any of its subsidiaries, including (a) the
\nidentity of the person making or submitting such Acquisition Proposal, inquiry,
\nindication of interest or request and (b) a copy of all written materials and
\ncommunications provided in connection with such Acquisition Proposal, inquiry,
\nindication of interest or request submitted by any person during such period.\n<\/p>\n

As of the date of the Merger Agreement, Micromet and its subsidiaries agreed
\nto immediately cease and cause to be terminated any existing discussions with
\nany person that relate to any Acquisition Proposal or any inquiry or indication
\nof interest that could lead to an Acquisition Proposal and to promptly (but in
\nno event later than five days after the date of the Merger Agreement) demand
\nthat each person that has executed a confidentiality agreement with Micromet or
\nany of its subsidiaries or any of its affiliates or representatives prior to the
\ndate of the Merger Agreement with respect to such person’s consideration of a
\npossible Acquisition Proposal or equity investment at any time after January 1,
\n2011 (other than agreements that have expired by their terms) to immediately
\nreturn or destroy (which destruction must be certified in writing by such person
\nto Micromet) all confidential information furnished by Micromet or any of its
\nsubsidiaries or any of its affiliates or representatives prior to the date of
\nthe Merger Agreement to such person, its subsidiaries or any of its or their
\naffiliates or representatives. Micromet has agreed to, except as determined by
\nthe Micromet Board in good faith after consultation with outside counsel that
\nthe failure to take such action would constitute a breach of fiduciary duties of
\nthe Micromet Board to the Micromet stockholders under applicable law, not to
\nrelease or permit the release during the period from the date of the Merger
\nAgreement until the earlier of the Acceptance Time and the termination of the
\nMerger Agreement of any person from, or to waive or permit the waiver of any
\nprovision of, the Rights Agreement or any confidentiality, “standstill”, or
\nsimilar agreement to which Micromet or any of its subsidiaries is a party and
\nwill use its commercially reasonable efforts to enforce or cause to enforced
\neach such agreement at the request of Amgen.<\/p>\n

Micromet Board’s Recommendation; Adverse Recommendation Changes <\/em>\n<\/p>\n

The Micromet Board has made the Micromet Board Recommendation that the
\nholders of the Shares accept the Offer, tender their Shares into the Offer and,
\nif required by applicable law, adopt the Merger Agreement. The Micromet Board
\nhas also agreed to include the Micromet Board Recommendation in the Schedule
\n14D-9 and consented to the inclusion of the Micromet Board Recommendation in
\nthis Offer to Purchase and documents related to the Offer.<\/p>\n

In addition, except as expressly permitted by the non-solicitation provisions
\nof the Merger Agreement, neither the Micromet Board nor any committee thereof
\nmay:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

withdraw (or modify in a manner adverse to Amgen or us), or publicly propose
\nto withdraw (or modify in a manner adverse to Amgen or us), the Micromet Board
\nRecommendation or approve, recommend or declare advisable, or propose publicly
\nto approve, recommend or declare advisable, any Acquisition Proposal (any such
\naction, an “Adverse Change Recommendation”); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

approve, recommend or declare advisable, or propose or resolve to approve,
\nrecommend or declare advisable, or allow Micromet or any of its subsidiaries to
\nexecute or enter into any contract constituting or related to, or that is
\nintended to or would be reasonably likely to lead to, any Acquisition
\nTransaction, or requiring, or reasonably likely to cause, Micromet to abandon,
\nterminate, delay or fail to consummate, or that would otherwise materially
\nimpede, interfere with or be inconsistent with, the transactions contemplated by
\nthe Merger Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

32<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

However, at any time prior to the Acceptance Time, the Micromet Board may
\nmake an Adverse Change Recommendation if:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet is not in breach of the non-solicitation provisions of the Merger
\nAgreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Micromet Board determines in good faith, after consultation with
\nMicromet’s outside legal counsel, that the failure to make the Adverse Change
\nRecommendation would constitute a breach of the fiduciary duties of the Micromet
\nBoard to Micromet’s stockholders under applicable law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Amgen shall have received from Micromet prior written notice of Micromet’s
\nintention to make an Adverse Change Recommendation at least four business days
\nprior to making any Adverse Change Recommendation (a “Change of Recommendation
\nNotice”);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if the decision to make an Adverse Change Recommendation is not in connection
\nwith an Acquisition Proposal, then Micromet must have complied with the
\nfollowing requirements: (a) Micromet must have given Amgen the four business
\ndays after Amgen’s receipt of the Change of Recommendation Notice to propose
\nrevisions to the terms of the Merger Agreement or make other proposals and must
\nhave negotiated in good faith with Amgen (and caused its representatives to
\nnegotiate with Amgen) with respect to such proposed revisions or other
\nproposals, if any, and (b) after considering the results of negotiations with
\nAmgen and taking into account the proposals made by Amgen, if any, and after
\nconsultation with its outside legal counsel, the Micromet Board must have
\ndetermined, in good faith, that the failure to make the Adverse Change
\nRecommendation would constitute a breach of fiduciary duties of the Micromet
\nBoard to Micromet’s stockholders under applicable law; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if the decision to make an Adverse Change Recommendation is in connection
\nwith an Acquisition Proposal, then Micromet must have complied with the
\nfollowing requirements: (a) prior to giving effect to clauses (b) through (d)
\nbelow, the Micromet Board must have determined, in good faith, that such
\nAcquisition Proposal is a Superior Offer, (b) Micromet must have provided to
\nAmgen the material terms and condition of such Acquisition Proposal and copies
\nof all material documents relating to such Acquisition Proposal in accordance
\nwith the provisions described under “No Solicitation” above, (c) Micromet must
\nhave given Amgen four business days after Amgen’s receipt of the Change of
\nRecommendation Notice to propose revisions to the terms of the Merger Agreement
\nor make other proposals, if any, and shall have negotiated in good faith with
\nAmgen (and caused its representatives to negotiate with Amgen) with respect to
\nAmgen’s proposed revisions or other proposals, if any, so that the Acquisition
\nProposal would no longer constitute a Superior Offer and (d) after considering
\nthe results of negotiations with Amgen and taking into account the proposals
\nmade by Amgen, if any, and after consultation with its outside legal counsel,
\nthe Micromet Board must have determined, in good faith, that such Acquisition
\nProposal remains a Superior Offer and that the failure to make the Adverse
\nChange Recommendation would constitute a breach of fiduciary duties of the
\nMicromet Board to Micromet’s stockholders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Issuance of any “stop, look and listen” communication by or on behalf of
\nMicromet which does no more than comply with the requirements of Rule 14d-9(f)
\nshall not in and of itself be considered an Adverse Change Recommendation that
\nrequires the giving of a Change of Recommendation Notice or compliance with the
\nprocedures described in the paragraph above. Neither Micromet nor the Micromet
\nBoard is permitted to recommend that Micromet’s stockholders tender any
\nsecurities in connection with any tender or exchange offer or otherwise approve,
\nendorse or recommend any Acquisition Proposal, unless in each case, in
\nconnection therewith, the Micromet Board effects an Adverse Change
\nRecommendation in accordance with the terms of the Merger Agreement.<\/p>\n

Actions in Connection with Long-Form Merger <\/em><\/p>\n

Unless the Merger is consummated in accordance with the “short-form” merger
\nprovisions of Section 253 of the DGCL, following the Acceptance Time, Amgen
\nand\/or its affiliates may, as the holders of a majority of the<\/p>\n

33<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

issued and outstanding Shares, elect to approve the Merger under the
\n“long-form” merger provision of Section 251 of the DGCL which requires that the
\nMerger Agreement be adopted by Micromet’s stockholders. Adoption of the Merger
\nAgreement requires the affirmative vote of holders of a majority of the
\noutstanding Shares. Thus, if the Minimum Condition and the other conditions to
\nthe Offer are satisfied and the Offer is completed, we would have sufficient
\nvoting power to adopt the Merger Agreement without the affirmative vote of any
\nother stockholder of Micromet. Amgen has agreed to vote, or cause to be voted,
\nall Shares held by it and its subsidiaries in favor of the adoption of the
\nMerger Agreement.<\/p>\n

Micromet has agreed that, if the adoption of the Merger Agreement by holders
\nof Shares is required to consummate the Merger, then, subject to its right to
\nmake an Adverse Change Recommendation or consider certain alternative
\nAcquisition Proposals (as described above), as promptly as practicable following
\nthe Expiration Date, Micromet will: (i) take all action necessary under all
\napplicable law to call, give notice of and hold a meeting of the holders of
\nShares to vote on the adoption of the Merger Agreement and approval of the
\nMerger (the “Micromet Stockholders’ Meeting”) and (ii) prepare and file with the
\nSEC a proxy statement and use all reasonable efforts to respond to any comments
\nof the SEC or its staff and to cause the proxy statement to be mailed to
\nMicromet’s stockholders as promptly as practicable.<\/p>\n

Employee Matters <\/em><\/p>\n

For a period commencing upon the Effective Time and continuing through the
\nend of the year in which the Effective Time occurs, Amgen will provide to each
\nMicromet employee who continues to be employed by Amgen, the Surviving
\nCorporation or any subsidiary thereof (the “Continuing Employees”) total
\ncompensation (including employee benefits other than equity based compensation
\nand retention benefits and based on bonus opportunity rather than actual bonus
\npayments) that is at least substantially comparable in the aggregate to the
\ncompensation provided to such Continuing Employees immediately prior to the
\nexecution of this Agreement. In addition, Continuing Employees will be eligible
\nfor certain severance benefits.<\/p>\n

Amgen will, or will cause the Surviving Corporation to and instruct its
\nsubsidiaries to, as applicable, assume the liability for accrued personal, sick
\nor vacation time and allow Continuing Employees to use such accrued personal,
\nsick or vacation time in accordance with the practice and policies of Micromet
\nand its Subsidiaries, as applicable to each such Continuing Employee immediately
\nbefore the Effective Time, subject to the cap on vacation accrual set forth in
\nAmgen’s vacation policy and subject to applicable law. Any accrued but unused
\npersonal, sick or vacation time of each such Continuing Employee in excess of
\n80% of such cap will be paid by Amgen, the Surviving Corporation (or any other
\nSubsidiaries of Amgen) as soon as practicable to such Continuing Employee at
\nsuch employee’s compensation rate in effect as of the Effective Time.<\/p>\n

In addition, Amgen agrees that all Continuing Employees will be eligible to
\ncontinue to participate in the Surviving Corporation’s health and welfare
\nbenefit plans to the extent that they were eligible to participate in such plans
\nprior to the closing; provided, however, that if Amgen or the Surviving
\nCorporation terminates any such health or welfare benefit plan, then (upon
\nexpiration of any appropriate transition period) Amgen will use commercially
\nreasonable efforts to cause the Continuing Employees to be eligible to
\nparticipate in Amgen’s health and welfare benefit plans, to substantially the
\nsame extent as similarly situated employees of Amgen (taking into account job
\nlocation). To the extent that service is relevant for eligibility, vesting or
\nallowances (including paid time off) under any health or welfare benefit plan of
\nAmgen and\/or the Surviving Corporation, then Amgen will use commercially
\nreasonable efforts to cause such health or welfare benefit plan to (to the
\nextent that it would not result in any duplication of benefits), for purposes of
\neligibility, vesting and allowances (including paid time off) but not for
\npurposes of benefit accrual or participation, credit Continuing Employees for
\nservice prior to the Effective Time with Micromet to the same extent that such
\nservice was recognized prior to the Effective Time under the corresponding
\nMicromet health or welfare benefit plan.<\/p>\n

34<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Rule 14d-10(d) Matters <\/em><\/p>\n

Micromet has agreed that, prior to the Acceptance Time, it will (acting
\nthrough the Compensation Committee of the Micromet Board) cause each employee
\nplan and company employee agreement pursuant to which consideration is payable
\nto any officer, director or employee who is a holder of any Micromet security to
\nbe approved by the Compensation Committee of the Micromet Board (comprised
\nsolely of “independent directors”) in accordance with the requirements of
\nRule14d-10(d)(2) under the Exchange Act and the instructions thereto as an
\n“employment compensation, severance or other employee benefit arrangement”
\nwithin the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the
\nrequirements of the non-exclusive safe harbor set forth in Rule 14(d)-10(d)(2)
\nof the Exchange Act.<\/p>\n

Efforts to Close the Transaction <\/em><\/p>\n

Each of Amgen and Micromet have agreed to cooperate with one another and use
\n(and cause their respective subsidiaries to use) its commercially reasonable
\nefforts to take or cause to be taken all actions, and do or cause to be done all
\nthings, reasonably necessary, proper or advisable on its part under the Merger
\nAgreement and applicable law to consummate and make effective the Offer and the
\nother transactions contemplated by the Merger Agreement as soon as reasonably
\npracticable, including preparing and filing as promptly as reasonably
\npracticable all documentation to effect all necessary notices, reports and other
\nfilings and to obtain as promptly as practicable all consents, registrations,
\napprovals, permits and authorizations necessary or advisable to be obtained from
\nany third party and\/or governmental body in order to consummate the Offer and
\nthe transactions contemplated by the Merger Agreement; provided, that, in
\nconnection with obtaining any waivers or consents, Micromet will not agree to
\nany change to any Micromet contract that would be adverse to the interest of
\nMicromet, its subsidiaries or, after the Merger, Amgen without the prior written
\nconsent of Amgen. Micromet and its subsidiaries will only be required to take or
\ncommit to take any action, or agree to any condition or restriction in
\nconnection with obtaining any consent, permit, authorization, waiver, clearance
\nor approval from any governmental body, if such action, commitment, agreement,
\ncondition or restriction is binding on Micromet and its subsidiaries only in the
\nevent that the Merger is consummated and then only with the prior written
\nconsent of Amgen. Amgen is not required to agree to commit to any divestitures
\nor licenses or to proffer to, or agree to, sell or hold separate and agree to
\nsell, before or after the Effective Time, any assets, businesses, or interest in
\nany assets or businesses of Amgen, Micromet or any of their respective
\naffiliates (or to consent to any sale or license, or agreement to sell or
\nlicense by Micromet, of any of its assets or businesses) or to agree to any
\nchanges or restrictions in the operations of any such assets or businesses in
\neach case to the extent such action would reasonably be expected to,
\nindividually or in the aggregate, (i) restrict in any material respect or
\notherwise negatively and materially impact the operation or ownership by Amgen,
\nthe Surviving Corporation, Micromet and\/or any of their respective subsidiaries
\nor affiliates of the Shares, the businesses or assets of the Surviving
\nCorporation, Micromet and\/or their subsidiaries, taken as a whole or (ii)
\nrestrict in any material respect or otherwise negatively and materially impact
\nthe operations, businesses or assets of Amgen and its affiliates (excluding
\nMicromet and its subsidiaries), taken as a whole (with materiality for purposes
\nof this clause (ii) being determined assuming Amgen and its affiliates, taken as
\na whole, were the size of Micromet and its subsidiaries, taken as a whole).<\/p>\n

Amgen and Micromet have also agreed (1) to make an appropriate filing under
\nthe HSR Act and (2) to the extent required, to make filings pursuant to Section
\n35 et seq.<\/em> of the German Act Against Restraints of Competition
\n(Gesetz gegen Wettbewerbsbeschr 164nkungen<\/em>) (the “GWB”) and other
\nantitrust laws.<\/p>\n

We and Amgen, on the one hand, and Micromet, on the other hand, have agreed
\nto (i) give the other parties prompt notice of the making or commencement of any
\nrequest, inquiry, investigation, action or legal proceeding by or before any
\ngovernmental body with respect to the Offer, the Merger or the other
\ntransactions contemplated by the Merger Agreement, (ii) keep the other parties
\nreasonably informed as to the status of any such request, inquiry,
\ninvestigation, action or legal proceeding, (iii) promptly inform the other
\nparties of any communication to or from the United States Federal Trade
\nCommission (the “FTC”), the United States Department of Justice (the “DOJ”) or
\nany other governmental body to the extent regarding the Offer, the Merger or the
\nother transactions<\/p>\n

35<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

contemplated by the Merger Agreement or regarding any such request, inquiry,
\ninvestigation, action or legal proceeding, and provide a copy of all written
\ncommunications and (iv) pull and refile any notice under the HSR Act only if the
\nother parties agree.<\/p>\n

Subject to legal requirements relating to the sharing of information, Amgen
\nand Micromet will have the right to review in advance, and to the extent
\npracticable each will consult the other on, all the information relating to
\nAmgen or Micromet, as the case may be, and any of their respective subsidiaries
\nthat appear in any filing made with, or written material submitted to, any third
\nparty and\/or governmental body in connection with the Offer, the Merger and the
\nother transactions contemplated by the Merger Agreement and will incorporate all
\ncomments reasonably proposed by Amgen or Micromet, as the case may be. However,
\nin this context, Amgen and Micromet are not obligated to share with each other
\nany documents or materials that contain confidential or proprietary information
\n(including any so called 4(c) or 4(d) documents) and may instead submit such
\ninformation directly to the third party and\/or governmental body, unless a
\nreview of the confidential and proprietary information would be material in
\nconnection with any second request (or similar process outside of the United
\nStates), in which case Amgen and Micromet will share their confidential and
\nproprietary information solely with each other’s outside antitrust counsel, who
\nmay not further disclose the information to Amgen or Micromet. In such case,
\nAmgen and Micromet would also enter into a joint defense agreement. In addition,
\nexcept as may be prohibited by any governmental body or by any legal
\nrequirement, in connection with such request, inquiry, investigation, action or
\nlegal proceeding in respect of the transactions contemplated by the Merger
\nAgreement, we, Amgen and Micromet will permit authorized representatives of the
\nother party to be present at each meeting or conference relating to such
\nrequest, inquiry, investigation, action or legal proceeding and to have access
\nto and be consulted in connection with any document, opinion or proposal made or
\nsubmitted to any governmental body in connection with such request, inquiry,
\ninvestigation, action or legal proceeding.<\/p>\n

Takeover Statute <\/em><\/p>\n

Micromet has agreed that if any state takeover law or similar law may become,
\nor may purport to be, applicable to the transactions contemplated by the Merger
\nAgreement, Micromet and the Micromet Board will grant such approvals and take
\nsuch actions as are necessary so that the transactions contemplated by the
\nMerger Agreement may be consummated as promptly as practicable on the terms and
\nconditions contemplated by the Merger Agreement and otherwise act to eliminate
\nthe effect of any such takeover law or similar law on any of the transactions
\ncontemplated by the Merger Agreement.<\/p>\n

Indemnification and Insurance <\/em><\/p>\n

Amgen has agreed that, it will, and will cause the Surviving Corporation to,
\nfrom the Effective Time until the sixth anniversary of the Effective Time:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

to the fullest extent that Micromet and its subsidiaries would have been
\npermitted to under applicable law and their respective certificates of
\nincorporation or by-laws or other organizational documents, indemnify, defend
\nand hold harmless each director and officer of Micromet or any of its
\nsubsidiaries as of the date of the Merger Agreement in his or her capacity as an
\nofficer or director of Micromet or any of its subsidiaries, to the extent
\narising out of or pertaining to any and all matters pending, existing or
\noccurring at or prior to the Effective Time, including any such matter arising
\nunder any claim with respect to the transactions contemplated by the Merger
\nAgreement; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

maintain in effect, for the benefit of each director and officer of Micromet
\nor any of its subsidiaries as of the date of the Merger Agreement with respect
\nto their acts and omissions occurring prior to the Effective Time, the existing
\npolicy of directors’ and officers’ liability insurance maintained by Micromet as
\nof the date of the Merger Agreement on terms with respect to coverage,
\ndeductibles and amounts no less favorable than the policy existing at the time
\nof the Merger Agreement and Micromet may purchase a six-year “tail” policy for
\nthe existing policy, except that the amount either Amgen or the Surviving
\nCorporation is required to expend in any one year is subject to a cap.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

36<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Other Covenants <\/em><\/p>\n

The Merger Agreement contains other customary covenants, including covenants
\nrelating to securityholder litigation, public announcements and access,
\nconfidentiality, matters with respect to Section 16 of the Exchange Act and the
\nrules and regulations thereunder, stock exchange delisting and deregistration.\n<\/p>\n

Termination of the Merger Agreement <\/em><\/p>\n

The Merger Agreement may be terminated at any time prior to the Effective
\nTime:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by mutual written consent of Amgen and Micromet;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by either Amgen or Micromet by written notice to the other if the Offer
\nexpires without the acceptance for payment of Shares pursuant to the Offer,
\nprovided that such termination right is not available to any party if a breach
\nby such party of any provision of the Merger Agreement proximately caused the
\nfailure of the acceptance for payment of Shares pursuant to the Offer (such
\ntermination, an “Expiration Date Termination”);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by either Amgen or Micromet by written notice to the other if a court of
\ncompetent jurisdiction or other governmental body issues a final and
\nnonappealable order, decree or ruling, or takes any other action, having the
\neffect of permanently restraining, enjoining or otherwise prohibiting the
\nacceptance for payment of Shares pursuant to the Offer or the Merger or making
\nconsummation of the Offer or the Merger illegal;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by Amgen by written notice to Micromet at any time prior to the Acceptance
\nTime, if, whether or not permitted to do so, (i) the Micromet Board makes an
\nAdverse Change Recommendation, or approves or recommends an Acquisition
\nProposal, (ii) Micromet enters into any letter of intent, agreement in principle
\nor definitive agreement with respect to any Acquisition Proposal, (iii) Micromet
\nfails to include the Micromet Board Recommendation in the Schedule 14D-9, or
\n(iv) the Micromet Board fails to publicly reaffirm the Micromet Board
\nRecommendation within ten days after receipt of a written request by Amgen to
\nprovide such reaffirmation following a publicly made Acquisition Proposal (such
\ntermination, an “Adverse Change Recommendation Termination”);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by Micromet by written notice to Amgen if we terminate the Offer without
\nhaving accepted any Shares for payment thereunder, provided that such
\ntermination right is not available to Micromet if a breach by Micromet of any
\nprovision of the Merger Agreement proximately caused the occurrence of the event
\nwhich gave rise to such termination right;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by either Amgen or Micromet by written notice to the other if the Acceptance
\nTime does not occur on or prior to the close of business on the date that is the
\nEnd Date; provided that such termination right is not available to either party
\nif a breach of any provision of the Merger Agreement by such party proximately
\ncaused the failure of the Acceptance Time to have occurred (such termination, an
\n“End Date Termination”);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by Micromet by written notice to Amgen at any time prior to the Acceptance
\nTime, in order to accept a Superior Offer and enter into the Specified Agreement
\n(as defined below) relating to such Superior Offer, if (i) such Superior Offer
\ndid not result from any breach of the provisions described under “No
\nSolicitation” above, (ii) the Micromet Board, after satisfying all of the
\nrequirements with respect to an Adverse Change Recommendation, authorizes
\nMicromet to enter into a binding written definitive acquisition agreement
\nproviding for the consummation of a transaction constituting a Superior Offer
\n(the “Specified Agreement”) and (iii) Micromet pays the termination fee
\ndescribed below immediately prior to, and enters into the Specified Agreement
\nconcurrently with, the termination of the Merger Agreement (such termination, a
\n“Superior Offer Termination”);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by Amgen by written notice to Micromet at any time prior to the Acceptance
\nTime, (i) if a breach of any representation or warranty or failure to perform
\nany covenant or obligation contained in the Merger Agreement on the part of
\nMicromet occurs that would cause a failure of the conditions to the Offer to\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

37<\/p>\n

\n

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\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

exist and such breach remains uncured by Micromet at the earlier of the End
\nDate and forty-five days after Amgen gives Micromet notice of such breach and
\nMicromet is continuing to use its reasonable best efforts to cure the breach or
\n(ii) if Micromet materially breaches any of its obligations with respect to the
\nprovisions described under “No Solicitation” above (the termination described in
\nthis clause (ii), a “Micromet Breach Termination”); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

by Micromet by written notice to Amgen at any time prior to the Acceptance
\nTime if a breach in any material respect of any representation or warranty or
\nfailure to perform in any material respect any covenant or obligation contained
\nin the Merger Agreement on the part of Amgen occurs, in each case if such breach
\nor failure has prevented or would reasonably be expected to prevent Amgen or us
\nfrom consummating the transactions contemplated by the Merger Agreement and such
\nbreach remains uncured by Amgen at the earlier of the End Date and forty-five
\ndays after Micromet gives Amgen notice of such breach and Amgen is continuing to
\nuse its reasonable best efforts to cure the breach.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Effects of Termination <\/em><\/p>\n

If the Merger Agreement is terminated in accordance with its terms, the
\nMerger Agreement will be of no further force or effect, subject to certain
\ndesignated provisions of the Merger Agreement that survive, including the effect
\nof termination, expenses and termination fee and other miscellaneous provisions
\nand the confidentiality agreement between Amgen and Micromet, which will remain
\nin full force and effect in accordance with its terms. The termination of the
\nMerger Agreement does not relieve any party from any liability for any willful
\nbreach of the Merger Agreement prior to the date of the termination.<\/p>\n

Termination Fees <\/em><\/p>\n

Micromet has agreed to pay Amgen a termination fee of $40 million (the
\n“Termination Fee”) if:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(i) (A) the Merger Agreement is terminated by Amgen or Micromet pursuant to
\nan Expiration Date Termination or an End Date Termination, (B) after the date of
\nthe Merger Agreement and at or prior to the time of the termination of the
\nMerger Agreement, an Acquisition Proposal is publicly made, commenced or
\nsubmitted or announced and not withdrawn, and (C) Micromet consummates or is
\nsubject to a Specified Acquisition Transaction (as defined below) within 365
\ndays after such termination or Micromet or any of its representatives signs a
\ndefinitive agreement within 365 days after such termination providing for a
\nSpecified Acquisition Transaction; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(ii) the merger Agreement is terminated (A) by Amgen pursuant to (x) an
\nAdverse Change Recommendation Termination or (y) a Micromet Breach Termination
\nor<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(iii) by Micromet pursuant to a Superior Offer Termination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A “Specified Acquisition Transaction” is defined as any transaction or series
\nof transactions involving:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(a) any merger, consolidation, business combination or similar transaction
\ninvolving Micromet or any of its subsidiaries,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(b) any direct or indirect sale, license, lease, transfer, exchange or other
\ndisposition (including any license, collaboration, disposition or
\nrevenue-sharing arrangement), in one transaction or a series of transactions,
\nincluding by merger, consolidation, business combination, share exchange, joint
\nventure, extraordinary dividend, recapitalization, corporate reorganization or
\notherwise, of any business or assets (including MT103 or any other BiTE
\nantibody) representing, or that would represent after giving effect to the
\ntransaction, 50% or more of the consolidated assets, net income or net revenues
\nof Micromet and its subsidiaries; provided that if the Specified Acquisition
\nTransaction is for a license or collaboration, such transaction will only be
\ndeemed a Specified Acquisition Transaction if it is entered into with a person
\nor its affiliates that had publicly made an Acquisition Proposal after the date
\nof the Merger Agreement and prior to the termination of the Merger Agreement,\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

38<\/p>\n

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<\/td>\n\n<\/td>\n<\/td>\n\n

(c) any issuance, sale, or other disposition, in one transaction or a series
\nof transactions, including by way of merger, consolidation, business
\ncombination, share exchange, joint venture or any similar transaction, of
\nsecurities (or options, rights or warrants to purchase, or securities
\nconvertible into or exchangeable for, such securities) representing 50% or more
\nof the voting power of Micromet,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(d) any transaction, including any tender offer or exchange offer, that if
\nconsummated would result in or would reasonably be expected to result in any
\nperson or group beneficially owning 50% or more of the voting power of Micromet
\nor in which any person or group shall acquire the right to acquire beneficial
\nownership of 50% or more of the outstanding voting power of Micromet, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(e) any combination of the foregoing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any Termination Fee will be paid as follows: (A) in the case of clause (i)
\nabove, upon the earlier of two business days after the entry into an agreement
\nwith respect to a Specific Acquisition Transaction or concurrent with the
\nconsummation of a Specified Acquisition Transaction, (B) in the case of clause
\n(ii) above, within two business days following termination of the Merger
\nAgreement or (C) in the case of clause (iii) above, concurrently with the
\ntermination of the Merger Agreement as a condition to the effectiveness of such
\ntermination.<\/p>\n

Specific Performance <\/em><\/p>\n

We, Amgen and Micromet are entitled to seek an injunction or injunctions to
\nprevent breaches of the Merger Agreement and to enforce specifically the terms
\nand provisions thereof in addition to any other remedy to which they are
\nentitled under the terms of the Merger Agreement, at law or in equity.<\/p>\n

Fees and Expenses <\/em><\/p>\n

Except as provided in this Section 11 : “The Merger Agreement; Other
\nAgreements : The Merger Agreement : Termination Fees” all fees and expenses
\nincurred in connection with the Merger Agreement, the Offer, the Merger and the
\nother transactions contemplated by the Merger Agreement will be paid by the
\nparty incurring such fees and expenses.<\/p>\n

Governing Law <\/em><\/p>\n

The Merger Agreement is governed by Delaware law.<\/p>\n

Other Agreements <\/em><\/strong><\/p>\n

Employment Agreements <\/em><\/p>\n

The following summary description of the Employment Agreement Amendments and
\nthe Award Agreement is qualified in its entirety by reference to such employment
\nagreements and award agreement, which Amgen has filed as exhibits (d)(2), (d)(3)
\nand (d)(4) to the Schedule TO, which you may examine and copy as set forth in
\n“Section 8 : Certain Information Concerning Purchaser and Amgen” above.<\/p>\n

On January 24, 2012, Micromet and Amgen entered into an amendment to
\nexecutive employment agreement with each of Dr. Jan Fagerberg, Senior Vice
\nPresident : Chief Medical Officer, and Prof. Dr. Patrick A. Baeuerle, Senior
\nVice President : Chief Scientific Officer. The amendments entered into with each
\nof Dr. Fagerberg and Dr. Baeuerle, amend the employment agreements between
\nMicromet and Dr. Fagerberg and Dr. Baeuerle, respectively, each dated as of May
\n6, 2011 (collectively, the “Employment Agreement Amendments”). The effect of the
\nEmployment Agreement Amendments is to change certain terms of Dr. Fagerberg’s
\nand Dr. Baeuerle’s employment with Micromet from and after the Effective Time.
\nNeither of the Employment Agreement Amendments will become effective until the
\nEffective Time. In addition, each of<\/p>\n

39<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Dr. Fagerberg and Dr. Baeuerle have agreed that the changes pursuant to their
\nemployment contemplated by the Employment Agreement Amendments will not
\nconstitute “good reason” under their employment agreements.<\/p>\n

Under the Employment Agreement Amendments, following the Effective Time, (i)
\nDr. Fagerberg’s position and title will be Vice President, Global Development,
\nand Dr. Baeuerle’s position and title will be Vice President, Research, (ii) Dr.
\nFagerberg’s and Dr. Baeuerle’s base salaries will be 275,834 and 302,356,
\nrespectively, (iii) each of Dr. Fagerberg and Dr. Baeuerle will have an annual
\nbonus target equal to 40% of their respective base salaries, (iv) each will be
\ngranted 10,000 restricted stock units under Amgen’s equity incentive plan, which
\nwill vest fully on the second anniversary of the Effective Time, contingent upon
\ntheir remaining employed with Micromet through such date, and (v) beginning in
\n2013, they will each be eligible to receive annual long-term incentive equity
\ngrants that are determined in accordance with Amgen’s annual grant guidelines.
\nIn addition, under his Employment Agreement Amendment and a special retention
\naward agreement between Amgen and Dr. Baeuerle, dated as of January 24, 2012
\n(the “Award Agreement”), Dr. Baeuerle will be eligible for a $1,000,000 cash
\nretention bonus, which will vest fully on the second anniversary of the
\nEffective Time, contingent upon Dr. Baeuerle remaining employed with Micromet
\nthrough such date or his earlier termination without “cause” (as defined in the
\nAward Agreement) or upon his earlier death or disability.<\/p>\n

The Tender and Support Agreements <\/em><\/p>\n

The following summary description of the Tender and Support Agreements is
\nqualified in its entirety by reference to the form of Tender and Support
\nAgreement, which Amgen has filed as exhibit (d)(5) to the Schedule TO, which you
\nmay examine and copy as set forth in “Section 8 : Certain Information Concerning
\nPurchaser and Amgen” above.<\/p>\n

Concurrently with entering into the Merger Agreement, we and Amgen entered
\ninto Tender and Support Agreements with the directors and executive officers of
\nMicromet and certain of their affiliated funds (the “Supporting Stockholders”).
\nBased upon information provided by the Supporting Stockholders and Micromet,
\nexcluding options and warrants to purchase Shares that are exercisable within 60
\ndays of January 25, 2012, the Supporting Stockholders beneficially owned, in the
\naggregate, 7,041,552 Shares (or 7.6% of all outstanding Shares) as of January
\n25, 2012. Including options and warrants to purchase Shares that are exercisable
\nwithin 60 days of January 25, 2012, the Supporting Stockholders beneficially
\nowned, in the aggregate, 12,986,468 Shares (or 13.2% of all outstanding Shares
\nafter giving effect to the exercise of such options and warrants) as of January
\n25, 2012.<\/p>\n

Pursuant to the Tender and Support Agreements, each Supporting Stockholder
\nagreed to validly tender (or cause to be tendered) in the Offer any and all
\nShares of which such Supporting Stockholder is the record or beneficial owner
\nand any additional Shares with respect to which such Supporting Stockholder
\nbecomes the record or beneficial owner after the date of its Tender and Support
\nAgreement and prior to the earlier of (i) the date upon which the Merger
\nAgreement is validly terminated or (ii) the Effective Time (the “Support
\nPeriod”) (collectively, the “Subject Shares”) pursuant to the terms of the Offer
\nas promptly as practicable, but no later than ten business days following
\ncommencement of the Offer. If such Supporting Stockholder has not received all
\ndocuments or instruments required to be delivered pursuant to the terms of the
\nOffer by such time, such Supporting Stockholder has agreed to tender (or cause
\nto be tendered) the Subject Shares within two business days following the
\nreceipt of such documents or instruments, but in any event prior to the initial
\nExpiration Date.<\/p>\n

The Tender and Support Agreements further provide that, during the Support
\nPeriod, each Supporting Stockholder will, at any meeting of the holders of
\nShares, vote (or cause to be voted) such Supporting Stockholder’s Subject Shares
\n(A) in favor of (i) the Merger, the execution and delivery by Micromet of the
\nMerger Agreement and the adoption and approval of the Merger Agreement and the
\nterms thereof and (ii) each of the other transactions contemplated by the Merger
\nAgreement; (B) against any action or agreement that would result in a breach of
\nany representation, warranty, covenant or obligation of Micromet in the Merger
\nAgreement; and (C) against the following actions (other than the Merger and the
\nother transactions contemplated by the Merger Agreement): (i) any Acquisition
\nProposal; (ii) any amendment to Micromet’s certificate of incorporation or
\nbylaws; (iii) any material<\/p>\n

40<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

change in the capitalization of Micromet or Micromet’s corporate structure;
\nand (iv) any other action which would impede, interfere with, delay, postpone,
\ndiscourage or adversely affect the Merger, the Tender and Support Agreement or
\nany of the other transactions contemplated by the Merger Agreement.<\/p>\n

In furtherance of the Supporting Stockholder covenants under the Tender and
\nSupport Agreements, each Supporting Stockholder has delivered to Amgen a proxy
\nwhereby it agreed, during the Support Period, to appoint and constitute Amgen
\nand any designee of Amgen, and each of them, the attorneys and proxies of the
\nSupporting Stockholder, with full power of substitution and resubstitution, to
\nthe full extent of the Supporting Stockholder’s rights with respect to (i) the
\noutstanding shares of capital stock of Micromet owned of record by the
\nSupporting Stockholder as of the date of the proxy, which shares are specified
\non the final page of the proxy, and (ii) any and all other shares of capital
\nstock of Micromet which the Supporting Stockholder may acquire on or after the
\ndate of the proxy.<\/p>\n

Each Supporting Stockholder agreed pursuant to its Tender and Support
\nAgreement that it will not enter into any tender, voting or other such
\nagreement, or grant a proxy or power of attorney, with respect to any of the
\nSubject Shares that is inconsistent with its Tender and Support Agreement or
\notherwise taken any other action with respect to any of the Subject Shares that
\nwould in any way restrict, limit or interfere with the performance of any of the
\nSupporting Stockholder’s obligations under its Tender and Support Agreement or
\nany of the actions contemplated thereby.<\/p>\n

The Tender and Support Agreements and all rights and obligations of the
\nparties thereunder, including the proxy, shall terminate, and no party shall
\nhave any rights or obligations thereunder and the Tender and Support Agreement
\nshall become null and void on, and have no further effect as of the earlier of
\n(i) the date upon which the Merger Agreement is validly terminated, or (ii) the
\ndate upon which the Merger becomes effective.<\/p>\n

Confidentiality Agreement<\/em><\/p>\n

The following summary description of the Confidentiality Agreement is
\nqualified in its entirety by reference to such Confidentiality Agreement and
\nAmendment No. 1 to such Confidentiality Agreement, which Amgen has filed as
\nexhibits (d)(6) and (d)(7) to the Schedule TO, which you may examine and copy as
\nset forth in “Section 8 : Certain Information Concerning Purchaser and Amgen”
\nabove.<\/p>\n

Amgen and Micromet entered into a confidentiality agreement, effective as of
\nAugust 11, 2011 (as amended, the “Confidentiality Agreement”). Under the terms
\nof the Confidentiality Agreement, Amgen agreed that, subject to certain
\nexceptions, any non-public information regarding Micromet and its subsidiaries
\nor affiliates furnished to Amgen or its representatives would, for a period of
\neighteen months from the date of the Confidentiality Agreement, be kept
\nconfidential and used by Amgen and its representatives solely for the purpose of
\nconsidering, evaluating and negotiating a possible transaction between Amgen and
\nMicromet and would be kept confidential except as provided in the
\nConfidentiality Agreement. The confidentiality agreement also includes a
\nstandstill provision that was subject to certain exceptions.<\/p>\n

12. Purpose of the Offer; Plans for Micromet. <\/strong><\/p>\n

Purpose of the Offer<\/em><\/p>\n

We are making the Offer pursuant to the Merger Agreement in order to acquire
\ncontrol of, and ultimately following the Merger, the entire equity interest in,
\nMicromet while allowing Micromet’s stockholders an opportunity to receive the
\nOffer Price promptly by tendering their Shares into the Offer. If the Offer is
\nconsummated, we, Amgen and Micromet expect to consummate the Merger as promptly
\nas practicable in accordance with the DGCL. At the Effective Time, Micromet will
\nbecome a wholly-owned subsidiary of Amgen.<\/p>\n

41<\/p>\n

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\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Holders of Shares who tender their Shares into the Offer will cease to have
\nany equity interest in Micromet and will no longer participate in the future
\ngrowth of Micromet. If the Merger is consummated, the current holders of Shares
\nwill no longer have an equity interest in Micromet and instead will only have
\nthe right to receive an amount in cash equal to the Offer Price or, to the
\nextent that holders of Shares are entitled to and have properly demanded
\nappraisal in connection with the Merger, the amounts to which such holders of
\nShares are entitled in accordance with Delaware law.<\/p>\n

As soon as possible after the consummation of the Offer, we, Amgen and
\nMicromet expect to consummate the Merger pursuant to the Merger Agreement.
\nPursuant to the Merger Agreement, at any time on or after the Acceptance Time,
\nwe may exercise the Top-Up Option to purchase from Micromet, subject to certain
\nlimitations, the Top-Up Option Shares in order to merge us into Micromet without
\nany vote of Micromet’s stockholders in accordance with Section 253 of the DGCL.
\nHowever, the obligation of Micromet to deliver Top-Up Option Shares upon the
\nexercise of the Top-Up Option is subject to the conditions, unless waived by
\nMicromet, that immediately following the exercise of the Top-Up Option, the
\nnumber of Shares owned in the aggregate by Amgen and us constitutes at least one
\nShare more than 90% of the number of Shares that would be outstanding
\nimmediately after the issuance of all Top-Up Option Shares. We intend to
\nexercise the Top-Up Option if it is exercisable and such exercise is necessary
\nin order for us to be able to effect such a “short-form” merger. See Section 11
\n: “The Merger Agreement; Other Agreements : The Merger Agreement : Top-Up
\nOption” and Section 17 : “Certain Legal Matters; Regulatory Approvals :
\n“Short-Form” Merger.”<\/p>\n

If, after the Acceptance Time, we and our affiliates do not own, by virtue of
\nthe Offer or otherwise, 90% or more of the issued and outstanding Shares, we may
\nelect to require Micromet to effect the Merger under the “long-form” merger
\nprovision of Section 251 of the DGCL which requires that the Merger Agreement be
\nadopted by Micromet’s stockholders. Adoption of the Merger Agreement requires
\nthe affirmative vote of holders of a majority of the outstanding Shares. Thus,
\nif the Minimum Condition and the other conditions to the Offer are satisfied and
\nthe Offer is completed, we would have sufficient voting power to adopt the
\nMerger Agreement without the affirmative vote of any other stockholder of
\nMicromet. Amgen has agreed to vote, or cause to be voted, all Shares held by it
\nand its affiliates in favor of the adoption of the Merger Agreement. No interest
\nwill be paid for Shares acquired in the Merger. See Section 11 : “The Merger
\nAgreement; Other Agreements : Actions in Connection with Long-Form Merger” and
\nSection 17 : “Certain Legal Matters; Regulatory Approvals : “Short-Form”
\nMerger.”<\/p>\n

Plans for Micromet<\/em><\/p>\n

The Merger Agreement provides that, following the consummation of the Offer
\nand subject to the conditions set forth in the Merger Agreement, we will be
\nmerged with and into Micromet and that, following the Merger and until
\nthereafter amended, our certificate of incorporation as in effect immediately
\nprior to the Effective Time will be the certificate of incorporation of the
\nSurviving Corporation and at the Effective Time our bylaws will be the bylaws of
\nthe Surviving Corporation until thereafter amended.<\/p>\n

Our directors immediately prior to the Effective Time will become the only
\ndirectors of the Surviving Corporation at the Effective Time and our officers at
\nsuch time will become the only officers of the Surviving Corporation. See
\nSection 11 : “The Merger Agreement; Other Agreements : The Merger Agreement :
\nCertificate of Incorporation; Bylaws; Directors and Officers of the Surviving
\nCorporation.”<\/p>\n

We will continue to evaluate the business and operations of Micromet during
\nthe pendency of the Offer and the Merger and will take such actions as we deem
\nappropriate under the circumstances then existing. Thereafter, we intend to
\nreview such information as part of a comprehensive review of Micromet’s
\nbusiness, operations, capitalization and management with a view to optimizing
\ndevelopment of Micromet’s potential in conjunction with Amgen’s existing
\nbusinesses. We expect that all aspects of Micromet’s business will be fully
\nintegrated into Amgen. However, plans may change based on further analysis
\nincluding changes in Micromet’s business, corporate structure, charter, bylaws,
\ncapitalization, board of directors, management, officers, indebtedness or<\/p>\n

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\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

dividend policy, although, except as disclosed in this Offer to Purchase, we
\nand Amgen have no current plans with respect to any of such matters.<\/p>\n

Except as described above or elsewhere in this Offer to Purchase, neither we
\nnor Amgen has any present plans or proposals that would relate to or result in
\n(i) any extraordinary transaction involving Micromet or any of its subsidiaries
\n(such as a merger, reorganization or liquidation), (ii) any purchase, sale or
\ntransfer of a material amount of assets of Micromet or any of its subsidiaries,
\n(iii) any change in the Micromet Board or management of Micromet, (iv) any
\nmaterial change in Micromet’s capitalization or dividend rate or policy or
\nindebtedness, (v) any other material change in Micromet’s corporate structure or
\nbusiness, (vi) any class of equity securities of Micromet being delisted from a
\nnational securities exchange or ceasing to be authorized to be quoted in an
\nautomated quotation system operated by a national securities association or
\n(vii) any class of equity securities of Micromet becoming eligible for
\ntermination of registration pursuant to Section 12(g) of the Exchange Act.<\/p>\n

13. Certain Effects of the Offer. <\/strong><\/p>\n

Market for Shares.<\/em> The purchase of Shares pursuant to the Offer will
\nreduce the number of holders of Shares and the number of Shares that might
\notherwise trade publicly, which could adversely affect the liquidity and market
\nvalue of the remaining Shares held by stockholders other than Amgen and its
\naffiliates. Neither Amgen nor its affiliates can predict whether the reduction
\nin the number of Shares that might otherwise trade publicly would have an
\nadverse or beneficial effect on the market price for, or marketability of,
\nShares or whether such reduction would cause future market prices to be greater
\nor less than the Offer Price.<\/p>\n

NASDAQ Listing.<\/em> Depending upon the number of Shares purchased
\npursuant to the Offer, the Shares may no longer meet the requirements for
\ncontinued listing on the NASDAQ. According to the published NASDAQ guidelines,
\nthe NASDAQ would consider delisting the Shares if, among other things, the total
\nnumber of holders of Shares falls below 400 or the number of publicly held
\nShares falls below 750,000. Shares held by officers or directors of Micromet or
\ntheir immediate families, or by any beneficial owner of 10% or more of such
\nShares, ordinarily will not be considered as being “publicly held” for this
\npurpose. According to Micromet, as of January 25, 2012, 92,375,454 Shares were
\nissued and outstanding. If, as a result of the purchase of Shares pursuant to
\nthe Offer or otherwise, the Shares no longer meet the requirements of the NASDAQ
\nfor continued listing and such listing is discontinued, the market for Shares
\ncould be adversely affected.<\/p>\n

If the NASDAQ were to delist the Shares, it is possible that Shares would
\ncontinue to trade on another securities exchange or in the over-the-counter
\nmarket and that price or other quotations would be reported by such exchange or
\nother sources. The extent of the public market for Shares and the availability
\nof such quotations would depend, however, upon such factors as the number of
\nstockholders and\/or the aggregate market value of the publicly traded Shares
\nremaining at such time, the interest in maintaining a market in Shares on the
\npart of securities firms, the possible termination of registration under the
\nExchange Act (as described below), and other factors. We cannot predict whether
\nthe reduction in the number of Shares that might otherwise trade publicly would
\nhave an adverse or beneficial effect on the market price or marketability of
\nShares or whether it would cause future market prices to be greater or less than
\nthe Offer Price. Trading in Shares will cease upon the Effective Time if trading
\nhas not ceased earlier as discussed above.<\/p>\n

After the consummation of the Offer, Amgen may cause Micromet to take all
\naction to be treated as a “controlled company,” as defined by Rule 5615(c) of
\nthe NASDAQ Rules (or any successor provision), which means that Micromet would
\nbe exempt from the requirement that the Micromet Board be composed of a majority
\nof “independent directors” and the related rules covering the independence of
\ndirectors serving on the nominating and corporate governance committee and the
\ncompensation committee of the Micromet Board. The controlled company exemption
\ndoes not modify the independence requirements for Micromet’s audit committee or
\nthe requirements of the Merger Agreement relating to independent directors and
\nthe independent director committee. See Section 11 : “The Merger Agreement;
\nOther Agreements : The Merger Agreement : Micromet Board of Directors.”
\nFollowing the purchase of Shares in the Offer and the satisfaction or waiver of
\nthe remaining conditions, we expect to consummate the Merger, following which no
\nShares will be publicly owned.<\/p>\n

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\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Exchange Act Registration.<\/em> The Shares are currently registered under
\nthe Exchange Act. As a result, Micromet currently files periodic reports on
\naccount of the Shares. Following the purchase of Shares in the Offer and the
\nsatisfaction of the remaining conditions, we expect to complete the Merger,
\nfollowing which the Shares will no longer be publicly owned. Following the
\nconsummation of the Merger, we intend to take steps to cause the termination of
\nthe registration of Shares under the Exchange Act as promptly as practicable and
\nmay in the future take steps to cause the suspension of all of Micromet’s
\nreporting obligations under the Exchange Act. Pursuant to the rules of the SEC
\nand the views expressed by the SEC staff, Micromet may terminate its Exchange
\nAct registration and suspend its reporting obligations on account of the Shares
\nif (i) the outstanding Shares are not listed on a national securities exchange,
\n(ii) there are fewer than 300 holders of record of Shares and (iii) Micromet is
\nnot otherwise required to furnish or file reports under the Exchange Act. Such
\ntermination and suspension, once effective, would reduce the information that
\nMicromet must furnish to its stockholders and to the SEC. The deregistration of
\nthe Shares, once effective, would make certain provisions of the Exchange Act,
\nincluding the short-swing profit recovery provisions of Section 16(b) of the
\nExchange Act and the requirement of furnishing a proxy statement or information
\nstatement in connection with stockholders’ meetings or actions in lieu of a
\nstockholders’ meeting pursuant to Section 14(a) or 14(c) of the Exchange Act and
\nthe related requirement to furnish an annual report to stockholders, no longer
\napplicable with respect to the Shares. In addition, if the Shares are no longer
\nregistered under the Exchange Act, the requirements of Rule 13e-3 under the
\nExchange Act with respect to “going private” transactions would no longer be
\napplicable to Micromet. Furthermore, the ability of Micromet’s affiliates and
\npersons holding restricted securities to dispose of such securities pursuant to
\nRule 144 or Rule 144A under the Securities Act of 1933, as amended, could be
\nimpaired or eliminated. If registration of the Shares under the Exchange Act
\nwere terminated, the Shares would no longer be eligible for NASDAQ reporting or
\nfor continued inclusion on the list of the Board of Governors of the Federal
\nReserve System (the “Federal Reserve Board”) for margin securities.<\/p>\n

Margin Regulations.<\/em> The Shares are currently “margin securities”
\nunder the regulations of the Federal Reserve Board, which has the effect, among
\nother things, of allowing brokers to extend credit using the Shares as
\ncollateral. Depending upon factors similar to those described above regarding
\nlisting and market quotations, following the Offer, the Shares may no longer
\nconstitute “margin securities” for the purposes of the margin regulations of the
\nFederal Reserve Board, in which event the Shares would be ineligible as
\ncollateral for margin loans made by brokers.<\/p>\n

14. Dividends and Distributions. <\/strong><\/p>\n

As discussed in Section 11 : “The Merger Agreement; Other Agreements : The
\nMerger Agreement : Conduct of Business of Micromet,” the Merger Agreement
\nprovides that, from the date of the Merger Agreement to the Acceptance Time,
\nwithout the prior written approval of Amgen, Micromet will not, and will not
\nallow its subsidiaries to, authorize or pay any dividends on or make any
\ndistribution with respect to the outstanding Shares.<\/p>\n

15. Conditions to the Offer. <\/strong><\/p>\n

Notwithstanding any other provisions of the Offer or the Merger Agreement, we
\nwill not be required to accept for payment, and subject to the rules and
\nregulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating
\nto our obligation to pay for or return tendered Shares promptly after
\ntermination or withdrawal of the Offer), will not be obligated to pay for, or
\nmay delay acceptance or payment for, any Shares tendered pursuant to the Offer
\nif:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

prior to the Expiration Date, the Minimum Condition shall not have been
\nsatisfied;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the HSR Condition shall not have been satisfied;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if required under applicable law, the written approval of the Offer by the
\nGerman Federal Cartel Office under the GWB shall not have been given or the
\nreview period applicable to the Offer under the GWB shall not have expired or
\nbeen terminated;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

(a) any of the representations and warranties of Micromet regarding its
\norganization, good standing and qualification, its capital structure, its
\ncorporate authority, takeover statutes, votes required, its rights plan and the
\nfairness opinion given by its financial advisor were not true and correct in all
\nmaterial respects as of the date of the Merger Agreement or are not true and
\ncorrect in all material respects as of the Expiration Date (disregarding all
\nMaterial Adverse Effect and other materiality qualifications in such
\nrepresentations) as though made on and as of such date and time (except to the
\nextent that any such representation and warranty expressly speaks as of a
\ndifferent date, in which case such representation and warranty shall speak as of
\nsuch different date) or (b) any of the other representations and warranties of
\nMicromet set forth in the Merger Agreement were not accurate in all respects as
\nof the date of the Merger Agreement or are not accurate in all respects at and
\nas of the Expiration Date (disregarding all Material Adverse Effect and other
\nmateriality qualifiers in such representations) as though made on and as of such
\ndate and time (except to the extent that any such representation and warranty
\nexpressly speaks as of a different date), except that any inaccuracies in such
\nrepresentations and warranties will be disregarded if the circumstances giving
\nrise to all such inaccuracies (considered collectively) do not constitute, and
\nwould not reasonably be expected to have a Material Adverse Effect on Micromet
\nand its subsidiaries, taken as a whole;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Micromet shall not have performed or complied in all material respects with
\nall covenants and obligations it is required to comply with or to perform under
\nthe Merger Agreement prior to the Expiration Date;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

since the date of the Merger Agreement, there shall have occurred a Material
\nAdverse Effect or a change, event, circumstance or development shall have
\noccurred that is, individually or in the aggregate, reasonably likely to have a
\nMaterial Adverse Effect;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Micromet Board withdraws or modifies the Micromet Board Recommendation in
\na manner adverse to Amgen and us or accepts or recommends any Acquisition
\nProposal;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any court of competent jurisdiction issues any temporary restraining order,
\npreliminary or permanent injunction or other order (or such order remains in
\neffect) preventing the consummation of the Offer or the Merger or an action is
\ntaken, or any applicable law or order promulgated, entered, enforced, enacted,
\nissued or deemed applicable to the Offer or the Merger by any governmental body
\nwhich directly or indirectly prohibits, or makes illegal, the acceptance for
\npayment of or payment for Shares or the consummation of the Offer or the Merger;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a legal proceeding by a governmental body having authority over Amgen, us,
\nMicromet or any of its subsidiaries is pending which (i) challenges or seeks to
\nrestrain or prohibit the consummation of the Offer or the Merger, (ii) seeks to
\nrestrain or prohibit Amgen’s or its affiliates’ ownership or operation of the
\nbusiness of Micromet or its subsidiaries, or of Amgen or its affiliates, or to
\ncompel Amgen or any of its affiliates to dispose of or hold separate all or any
\nportion of the business or assets of Micromet or its subsidiaries or of Amgen or
\nits affiliates or (iii) seeks to impose or confirm material limitations on the
\nability of Amgen or any of its affiliates to effectively exercise full rights of
\nownership of the Shares; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the Merger Agreement is validly terminated in accordance with its terms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The foregoing conditions are for the sole benefit of Amgen and us and may be
\nwaived by Amgen and us, in whole or in part at any time and from time to time,
\nin the sole discretion of Amgen and us; provided that the Minimum Condition may
\nbe waived by Amgen and us only with the prior written consent of Micromet, which
\nmay be granted or withheld in Micromet’s sole discretion. The failure by Amgen
\nor us at any time to exercise any of the foregoing rights will not be deemed a
\nwaiver of any such right and each such right will be deemed an ongoing right
\nwhich may be asserted at any time and from time to time.<\/p>\n

16. Adjustments to Prevent Dilution. <\/strong><\/p>\n

In the event that, notwithstanding Micromet’s covenant to the contrary (See
\nSection 11 : “The Merger Agreement; Other Agreements : The Merger Agreement :
\nConduct of Business of Micromet”), between the<\/p>\n

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date of the Merger Agreement and the Effective Time, Micromet changes the
\nnumber of Shares or securities convertible or exchangeable into or exercisable
\nfor Shares issued and outstanding as a result of a reclassification, stock split
\n(including a reverse stock split), stock dividend or distribution,
\nrecapitalization, merger, subdivision, issuer tender or exchange offer, or other
\nsimilar transaction, the Offer Price and the consideration payable in the Merger
\nshall be equitably adjusted.<\/p>\n

17. Certain Legal Matters; Regulatory Approvals. <\/strong><\/p>\n

General <\/em><\/strong><\/p>\n

Except as described in this Section 17, we are not aware of any pending legal
\nproceeding relating to the Offer. Except as described in this Section 17, based
\non our and Amgen’s review of publicly available filings by Micromet with the SEC
\nand other information regarding Micromet, we are not aware of any governmental
\nlicense or regulatory permit that appears to be material to Micromet’s business
\nthat might be adversely affected by our acquisition of Shares as contemplated in
\nthis Offer to Purchase or of any approval or other action by any governmental,
\nadministrative or regulatory authority or agency, domestic or foreign, that
\nwould be required for the acquisition or ownership of Shares by us as
\ncontemplated in this Offer to Purchase. However, there can be no assurance that
\nany such approval or other action, if needed, would be obtained or would be
\nobtained without substantial conditions or that if such approvals were not
\nobtained or such other actions were not taken, adverse consequences might not
\nresult to Micromet’s business, or certain parts of Micromet’s business might not
\nhave to be disposed of, any of which could cause us to elect to terminate the
\nOffer without the purchase of Shares thereunder under certain conditions. See
\nSection 15 : “Conditions to the Offer.”<\/p>\n

Litigation <\/em><\/strong><\/p>\n

On January 27, 2012, a putative class action lawsuit challenging the Merger,
\ncaptioned Rush v. Micromet, Inc.<\/em>, Case No. V358302, was filed in the
\nCircuit Court for Montgomery County, Maryland (the “Rush Case”). On January 30,
\n2012, a putative class action lawsuit challenging the Merger, captioned
\nPasses v. Micromet, Inc.<\/em>, Case No. 7198-VCP, was filed in the Court of
\nChancery for the State of Delaware (the “Passes Case”). On January 30, 2012, a
\nputative class action lawsuit challenging the Merger, captioned Bohaychuck
\nv. Micromet, Inc.<\/em>, Case No. 7197-VCP, was filed in the Court of Chancery
\nfor the State of Delaware (the “Bohaychuck Case”). On January 31, 2012, a
\nputative class action lawsuit challenging the Merger, captioned Volpe v.
\nMicromet, Inc.<\/em>, Case No. 7201-VCP, was filed in the Court of Chancery for
\nthe State of Delaware (the “Volpe Case”). On February 1, 2012, a putative class
\naction lawsuit challenging the Merger, captioned Draper-Donaldson v.
\nMicromet, Inc.<\/em>, was filed in the Court of Chancery for the State of
\nDelaware (the “Draper-Donaldson Case”). On February 1, 2012, a putative class
\naction lawsuit challenging the Merger, captioned Wolf v. Micromet,
\nInc.<\/em>, was filed in the Court of Chancery for the State of Delaware (the
\n“Wolf Case” and collectively with the Passes Case, Bohaychuck Case, Volpe Case,
\nDraper-Donaldson Case and the Rush Case, the “Stockholder Litigations”).<\/p>\n

The Stockholder Litigations were each filed against us, Amgen, Micromet and
\nthe individual members of the Micromet Board. The Stockholder Litigations each
\ngenerally allege, among other things, that the members of the Micromet Board
\nbreached their fiduciary duties owed to the Micromet stockholders by approving
\nthe proposed Merger for inadequate consideration, entering into the Merger
\nAgreement containing preclusive deal-protection devices, and failing to take
\nsteps to maximize the value to be paid to the Micromet stockholders. Each of the
\nStockholder Litigations also alleges claims for aiding and abetting such alleged
\nbreaches of fiduciary duties. The Passes Case alleges the aiding and abetting
\nclaim against Micromet only, whereas the Bohaychuck Case alleges this claim
\nagainst Micromet and Amgen, the Draper-Donaldson Case and Wolf Case allege this
\nclaim against Amgen and us and the Rush Case and Volpe Case allege this claim
\nagainst us, Amgen and Micromet. The plaintiffs in each of the Stockholder
\nLitigations generally seek, among other things, declaratory and injunctive
\nrelief concerning the alleged breaches of fiduciary duty, injunctive relief
\nprohibiting consummation of the proposed Merger, damages and attorneys’ fees and
\ncosts, and other forms of relief.<\/p>\n

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State Takeover Statutes <\/em><\/strong><\/p>\n

A number of states (including Delaware, where Micromet is incorporated) have
\nadopted takeover laws and regulations that purport, to varying degrees, to be
\napplicable to attempts to acquire securities of corporations that are
\nincorporated in such states or that have substantial assets, stockholders,
\nprincipal executive offices or principal places of business therein. To the
\nextent that certain provisions of certain of these state takeover statutes
\npurport to apply to the Offer or the Merger, we believe there are reasonable
\nbases for contesting such laws. In Edgar v. MITE Corp.<\/em>, the Supreme
\nCourt of the United States invalidated on constitutional grounds the Illinois
\nBusiness Takeover Statute that, as a matter of state securities law, made
\ntakeovers of corporations meeting certain requirements more difficult. However,
\nin 1987, in CTS Corp. v. Dynamics Corp. of America<\/em>, the Supreme Court
\nheld that the State of Indiana could, as a matter of corporate law,
\nconstitutionally disqualify a potential acquiror from voting shares of a target
\ncorporation without the prior approval of the remaining stockholders where,
\namong other things, the corporation is incorporated in, and has a substantial
\nnumber of stockholders in, the state. Subsequently, in TLX Acquisition Corp.
\nv. Telex Corp.<\/em>, a Federal District Court in Oklahoma ruled that the
\nOklahoma statutes were unconstitutional insofar as they apply to corporations
\nincorporated outside Oklahoma in that they would subject such corporations to
\ninconsistent regulations. Similarly, in Tyson Foods, Inc. v.
\nMcReynolds<\/em>, a Federal District Court in Tennessee ruled that four Tennessee
\ntakeover statutes were unconstitutional as applied to corporations incorporated
\noutside Tennessee. This decision was affirmed by the United States Court of
\nAppeals for the Sixth Circuit.<\/p>\n

Section 203 of the DGCL restricts an “interested stockholder” (including a
\nperson who owns or has the right to acquire 15% or more of the corporation’s
\noutstanding voting stock) from engaging in a “business combination” (defined to
\ninclude mergers and certain other actions) with certain Delaware corporations
\nfor a period of three years following the time such person became an interested
\nstockholder. These restrictions will not be applicable to us and Amgen because
\nthe Micromet Board has unanimously approved the Offer, the Merger, the Merger
\nAgreement and the other transactions contemplated thereby, including for
\npurposes of Section 203.<\/p>\n

We are not aware of any other state takeover laws or regulations that are
\napplicable to the Offer or the Merger and has not attempted to comply with any
\nstate takeover laws or regulations. If any government official or third party
\nshould seek to apply any such state takeover law to the Offer or the Merger or
\nany of the other transactions contemplated by the Merger Agreement, we will take
\nsuch action as then appears desirable, which action may include challenging the
\napplicability or validity of such statute in appropriate court proceedings. In
\nthe event it is asserted that one or more state takeover statutes are applicable
\nto the Offer or the Merger and an appropriate court does not determine that it
\nis or they are inapplicable or invalid as applied to the Offer or the Merger, we
\nmight be required to file certain information with, or to receive approvals
\nfrom, the relevant state authorities or holders of Shares, and we might be
\nunable to accept for payment or pay for Shares tendered pursuant to the Offer,
\nor might be delayed in continuing or consummating the Offer or the Merger. In
\nsuch case, we may not be obligated to accept for payment or pay for any tendered
\nShares. See Section 15 : “Conditions to the Offer.”<\/p>\n

Antitrust Compliance <\/em><\/strong><\/p>\n

United States Antitrust Compliance<\/em>. Under the HSR Act and the rules
\nthat have been promulgated thereunder by the FTC, certain acquisition
\ntransactions may not be consummated unless certain information has been
\nfurnished to the Antitrust Division of the U.S. Department of Justice (the
\n“Antitrust Division”) and the FTC and certain waiting period requirements have
\nbeen satisfied. The initial waiting period for a cash tender offer is 15 days,
\nbut this period may be shortened if the reviewing agency grants “early
\ntermination” of the waiting period, or it may be lengthened if the acquiring
\nperson voluntarily withdraws and re-files to allow a second 15-day waiting
\nperiod, or the reviewing agency issues a formal request for additional
\ninformation and documentary material. The purchase of Shares pursuant to the
\nOffer is subject to the HSR Act. The Antitrust Division and the FTC scrutinize
\nthe legality under the antitrust laws of transactions such as the acquisition of\n<\/p>\n

47<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

Shares by us pursuant to the Offer. At any time before or after the
\nconsummation of any such transactions, the Antitrust Division or the FTC could
\ntake such action under the antitrust laws of the United States as it deems
\nnecessary or desirable in the public interest, including seeking to enjoin the
\npurchase of Shares pursuant to the Offer or seeking divestiture of the Shares so
\nacquired or divestiture of assets of Amgen or Micromet. Private parties (as well
\nas individual States of the United States) may also bring legal actions under
\nthe antitrust laws of the United States or state antitrust laws. We do not
\nbelieve that the consummation of the Offer will result in a violation of any
\napplicable antitrust laws. However, there can be no assurance that a challenge
\nto the Offer on antitrust grounds will not be made, or if such a challenge is
\nmade, what the result would be.<\/p>\n

Each of Micromet and Amgen will file by February 6, 2012 a Premerger
\nNotification and Report Form with the FTC and the Antitrust Division for review
\nin connection with the Offer. The initial waiting period applicable to the
\npurchase of Shares pursuant to the Offer will expire 15 days (or the next
\nbusiness day) after the filing by Amgen is made.<\/p>\n

German Antitrust Compliance<\/em>. If required by law, the written
\napproval by the German Federal Cartel Office or the expiration of any applicable
\nwaiting period would be a condition to our obligation to accept for payment and
\npay for the Shares tendered pursuant to the Offer. We do not believe that the
\nOffer will require a filing with the German Federal Cartel Office nor do we
\nbelieve that the consummation of the Offer will meet the criteria for a
\nprohibition under the German Act against Restraints of Competition (Gesetz
\ngegen Wettbewerbsbeschr 164nkungen<\/em>). However, there can be no assurance that a
\nchallenge to the Offer on antitrust grounds will not be made, or if such a
\nchallenge is made, what the result would be.<\/p>\n

Going Private Transactions <\/em><\/strong><\/p>\n

The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to
\ncertain “going private” transactions, and which may under certain circumstances
\nbe applicable to the Merger or other business combination following the purchase
\nof Shares pursuant to the Offer in which we seek to acquire the remaining Shares
\nnot then held by us. We believe that Rule 13e-3 under the Exchange Act will not
\nbe applicable to the Merger because we were not, at the time the Merger
\nAgreement was executed, and are not, an affiliate of Micromet (for purposes of
\nthe Exchange Act); it is anticipated that the Merger will be effected within one
\nyear following the consummation of the Offer; and, in the Merger, stockholders
\nwill receive the same price per Share as the Offer Price.<\/p>\n

Rule 13e-3 under the Exchange Act would otherwise require, among other
\nthings, that certain financial information concerning Micromet and certain
\ninformation relating to the fairness of the proposed transaction and the
\nconsideration offered to minority stockholders be filed with the SEC and
\ndisclosed to stockholders before the completion of a transaction.<\/p>\n

Appraisal Rights <\/em><\/strong><\/p>\n

No appraisal rights are available to the holders of Shares in connection with
\nthe Offer. However, if the Merger is consummated, each holder of Shares (that
\ndid not tender such Shares into the Offer) at the Effective Time who has neither
\nvoted in favor of the Merger nor consented to the Merger in writing, and who
\notherwise complies with the applicable statutory procedures under Section 262 of
\nthe DGCL, will be entitled to receive a judicial determination of the fair value
\nof such holder’s Shares (exclusive of any element of value arising from the
\naccomplishment or expectation of the Merger) and to receive payment of such
\njudicially determined amount in cash, together with such rate of interest, if
\nany, as the Delaware court may determine for Shares held by such holder (which
\nshall be, unless the court in its discretion determines otherwise for good cause
\nshown, compounded quarterly and shall accrue at 5% over the Federal Reserve
\ndiscount rate (including any surcharge) as established from time to time during
\nthe period between the Effective Date and the date of payment of the judgment).\n<\/p>\n

Any such judicial determination of the fair value of any Shares could be
\nbased upon considerations other than, or in addition to, the price paid in the
\nOffer and the market value of such Shares. Holders of Shares should recognize
\nthat the value so determined could be higher or lower than, or the same as, the
\nOffer Price or the<\/p>\n

48<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

consideration payable in the Merger (which is equivalent in amount to the
\nOffer Price). Moreover, we may argue in an appraisal proceeding that, for
\npurposes of such proceeding, the fair value of such Shares is less than such
\namount. For the avoidance of doubt, the parties to the Merger Agreement have
\nagreed and acknowledged that, in any appraisal proceeding described in this
\nOffer to Purchase and to the fullest extent permitted by applicable law, the
\nfair value of Shares subject to the appraisal proceeding will be determined in
\naccordance with Section 262 of the DGCL without regard to the Top-Up Option, any
\nShares issued through the exercise of the Top-Up Option or any cash or
\npromissory note delivered by us to Micromet in payment for such Shares issued
\nthrough the exercise of the Top-Up Option.<\/p>\n

The foregoing summary of the appraisal rights of stockholders under the DGCL
\ndoes not purport to be a statement of the procedures to be followed by
\nstockholders desiring to exercise any appraisal rights in accordance with
\nDelaware law. The preservation and exercise of appraisal rights require strict
\nand timely adherence to the applicable provisions of Delaware law, which will be
\nset forth in their entirety in the proxy statement or information statement
\ndisseminated in connection with the Merger, unless effected as a “short-form”
\nmerger, in which case they will be set forth in a notice of merger to be sent to
\nstockholders. The foregoing discussion is not a complete statement of law
\npertaining to appraisal rights in accordance with Delaware law and is qualified
\nin its entirety by reference to Delaware law.<\/p>\n

You cannot exercise appraisal rights at this time. The information provided
\nabove is for informational purposes only with respect to your alternatives if
\nthe Merger is consummated. If you tender your Shares into the Offer, you will
\nnot be entitled to exercise appraisal rights with respect to your Shares but,
\ninstead, subject to the conditions to the Offer, you will receive the Offer
\nPrice for your Shares.<\/p>\n

“Short-Form” Merger <\/em><\/strong><\/p>\n

Section 253 of the DGCL provides that, if a parent company owns at least 90%
\nof the issued and outstanding shares of each class of a subsidiary’s stock
\nentitled to vote to adopt a merger agreement, the parent company may merge that
\nsubsidiary with the parent company pursuant to the “short-form” merger
\nprocedures without prior notice to, or the approval or consent of, the other
\nstockholders of the subsidiary. In order to consummate the Merger pursuant to
\nthese provisions of the DGCL, we would have to own at least 90% of the issued
\nand outstanding Shares. If we are able to consummate the Merger pursuant to
\nthese provisions of the DGCL, the consummation of the Merger would take place as
\nsoon as practicable after the Acceptance Time, without any notice to or approval
\nor consent of the other holders of Shares. If we own, by virtue of the Offer or
\notherwise, 90% or more of the issued and outstanding Shares, we, Amgen and
\nMicromet will take all necessary and appropriate action to cause the Merger to
\nbecome effective as soon as practicable in accordance with these “short-form”
\nmerger procedures set forth in Section 253 of the DGCL.<\/p>\n

18. Fees and Expenses. <\/strong><\/p>\n

We have retained the Depositary, the Information Agent and the Dealer-Manager
\nin connection with the Offer. Each of the Depositary and the Information Agent
\nwill receive customary compensation, and the Depositary, Information Agent and
\nthe Dealer-Manager will each receive, subject to certain limits, reimbursement
\nfor reasonable out-of-pocket expenses.<\/p>\n

As part of the services included in such retention, the Information Agent may
\ncontact holders of Shares by personal interview, mail, electronic mail,
\ntelephone and other methods of electronic communication and may request brokers,
\ndealers, commercial banks, trust companies and other nominees to forward the
\nOffer materials to beneficial holders of Shares.<\/p>\n

Except as set forth above, we will not pay any fees or commissions to any
\nbroker or dealer or other person for soliciting tenders of Shares pursuant to
\nthe Offer. Brokers, dealers, commercial banks, trust companies or other nominees
\nwill, upon request, be reimbursed by us for customary mailing and handling
\nexpenses incurred by them in forwarding the Offer materials to their customers.\n<\/p>\n

49<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

19. Miscellaneous. <\/strong><\/p>\n

The Offer is not being made to (nor will tenders be accepted from or on
\nbehalf of) holders of Shares in any jurisdiction in which the making of the
\nOffer or the acceptance thereof would not be in compliance with the securities,
\n“blue sky” or other laws of such jurisdiction. However, we may, in our
\ndiscretion, take such action as it may deem necessary to make the Offer comply
\nwith the laws of such jurisdiction and extend the Offer to holders of Shares in
\nsuch jurisdiction in compliance with applicable laws.<\/p>\n

No person has been authorized to give any information or to make any
\nrepresentation on behalf of us not contained herein or in the Letter of
\nTransmittal, and, if given or made, such information or representation must not
\nbe relied upon as having been authorized. <\/strong><\/p>\n

We and Amgen have filed with the SEC a Tender Offer Statement on Schedule TO
\npursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional
\ninformation with respect to the Offer, and may file amendments thereto. In
\naddition, a Solicitation\/Recommendation Statement on Schedule 14D-9 is being
\nfiled with the SEC by Micromet pursuant to Rule 14d-9 under the Exchange Act,
\nsetting forth the recommendation of the Micromet Board with respect to the Offer
\nand the reasons for such recommendation and furnishing certain additional
\nrelated information, and Micromet may file amendments thereto. The Schedule TO
\nand the Schedule 14D-9, including their respective exhibits, and any amendments
\nto any of the foregoing, may be examined and copies may be obtained from the
\nSEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or
\nmay be accessed electronically on the SEC’s website at www.sec.gov and are
\navailable from the Information Agent at the address and telephone number set
\nforth on the back cover of this Offer to Purchase.<\/p>\n

ARMSTRONG ACQUISITION CORP.<\/p>\n

February 2, 2012<\/p>\n

50<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

ANNEX A <\/strong><\/p>\n

CERTAIN INFORMATION REGARDING THE DIRECTORS <\/strong>\n<\/p>\n

AND EXECUTIVE OFFICERS OF AMGEN INC. <\/strong><\/p>\n

Set forth in the table below are the name, current principal occupation and
\nmaterial positions held during the past five years of each of the directors and
\nexecutive officers of Amgen. The business address of each director and executive
\nofficer of Amgen is One Amgen Center Drive, Thousand Oaks, California
\n91320-1799. Each director and executive officer of Amgen is a citizen of the
\nUnited States of America, except for Fran \u00a7ois de Carbonnel, who is a citizen of
\nSwitzerland, and Jonathan M. Peacock, who is a citizen of the United Kingdom.\n<\/p>\n

During the past five years, to the best of our knowledge, none of the persons
\nlisted below has been convicted in a criminal proceeding (excluding traffic
\nviolations or similar misdemeanors) or been a party to any judicial or
\nadministrative proceeding (except for matters that were dismissed without
\nsanction or settlement) that resulted in a judgment, decree or final order
\nenjoining him, her or it from future violations of, or prohibiting activities
\nsubject to, U.S. federal or state securities laws, or a finding of any violation
\nof U.S. federal or state securities laws.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

David Baltimore<\/p>\n<\/td>\n

<\/td>\n\n

President Emeritus and Robert Andrews Millikan Professor of Biology,<\/p>\n

California Institute of Technology<\/p>\n

(Academia)<\/p>\n

2006 : Present<\/p>\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

1999 : Present<\/p>\n

Founder and Chairman of the Board of Directors,<\/p>\n

Calimmune, Inc.<\/p>\n

(Healthcare)<\/p>\n

2008 : Present<\/p>\n

Director,<\/p>\n

Regulus Therapeutics Inc.<\/p>\n

(Biopharmaceuticals)<\/p>\n

2008 : Present<\/p>\n

Director,<\/p>\n

Immune Design Corp.<\/p>\n

(Biotechnology)<\/p>\n

2008 : Present<\/p>\n

Director,<\/p>\n

BB Biotech AG<\/p>\n

(Investment Company)<\/p>\n

2004 : March 2011<\/p>\n

Director,<\/p>\n

MedImmune, Inc.<\/p>\n

(Biotechnology)<\/p>\n

2003 : 2007<\/p>\n<\/td>\n

<\/td>\n\n

1999<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Frank J. Biondi, Jr.<\/p>\n<\/td>\n

<\/td>\n\n

Senior Managing Director,<\/p>\n

WaterView Advisors LLC<\/p>\n

(Financial Services)<\/p>\n

1999 : Present<\/p>\n<\/td>\n

<\/td>\n\n

2002<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2002 : Present<\/p>\n

Director,<\/p>\n

RealD Inc.<\/p>\n

(Technology)<\/p>\n

2010 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Cablevision Systems Corp.<\/p>\n

(Telecommunications, Media and Entertainment)<\/p>\n

2005 : Present<\/p>\n

Director,<\/p>\n

Seagate Technology<\/p>\n

(Technology)<\/p>\n

2005 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Hasbro, Inc.<\/p>\n

(Toys and Games)<\/p>\n

1999 : Present<\/p>\n

Director,<\/p>\n

Yahoo! Inc.<\/p>\n

(Internet Services)<\/p>\n

2008 : 2010<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Harrahs Entertainment, Inc.<\/p>\n

(Gaming)<\/p>\n

2002 : 2008<\/p>\n

Director,<\/p>\n

The Bank of New York Mellon Corporation<\/p>\n

(Financial Services)<\/p>\n

1995 : 2008<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Robert A. Bradway<\/p>\n<\/td>\n

<\/td>\n\n

President and Chief Operating Officer,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

May 2010 : Present<\/p>\n

Executive Vice President and Chief Financial Officer,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

April 2007 : May 2010<\/p>\n

Vice President, Operations Strategy,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2006 : April 2007<\/p>\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2011 : Present<\/p>\n<\/td>\n

<\/td>\n\n

2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-2<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Director,<\/p>\n

Norfolk Southern Corporation<\/p>\n

(Transportation)<\/p>\n

2011 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Fran \u00a7ois de Carbonnel<\/p>\n<\/td>\n

<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2008 : Present<\/p>\n

Director,<\/p>\n

Mazars Group<\/p>\n

(Financial Services)<\/p>\n

2011 : Present<\/p>\n

Director,<\/p>\n

Quilvest S.A.<\/p>\n

(Financial Services)<\/p>\n

2006 : Present<\/p>\n

Director,<\/p>\n

Pages Jaunes S.A.<\/p>\n

(Publishing)<\/p>\n

2004 : Present<\/p>\n<\/td>\n

<\/td>\n\n

2008<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Ecofin Funds<\/p>\n

(Financial Services)<\/p>\n

2004 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Thomson S.A.<\/p>\n

(Media)<\/p>\n

2007 : 2010<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vance D. Coffman<\/p>\n<\/td>\n

<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2007 : Present<\/p>\n

Director,<\/p>\n

Deere & Company<\/p>\n

(Farm and Construction Machinery)<\/p>\n

2004 : Present<\/p>\n

Director,<\/p>\n

3M Company<\/p>\n

(Consumer Products)<\/p>\n

2002 : Present<\/p>\n

Director,<\/p>\n

Bristol-Myers Squibb Company<\/p>\n

(Pharmaceuticals)<\/p>\n

1998 : 2007<\/p>\n<\/td>\n

<\/td>\n\n

2007<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-3<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Rebecca M. Henderson<\/p>\n<\/td>\n

<\/td>\n\n

John and Natty McArthur University Professor,<\/p>\n

Harvard University<\/p>\n

(Academia)<\/p>\n

September 2011 : Present<\/p>\n

Research Associate,<\/p>\n

National Bureau of Academic Research<\/p>\n

(Research)<\/p>\n

1995 : Present<\/p>\n

Senator John Heinz Professor of Environmental Management,<\/p>\n

Harvard Business School<\/p>\n

(Academia)<\/p>\n

July 2009 : September 2011<\/p>\n

Eastman Kodak LFM Professor of Management,<\/p>\n

Massachusetts Institute of Technology<\/p>\n

(Academia)<\/p>\n

1999 : July 2009<\/p>\n<\/td>\n

<\/td>\n\n

2009<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2009 : Present<\/p>\n

Director,<\/p>\n

IDEXX Laboratories, Inc.<\/p>\n

(Technology)<\/p>\n

2003 : Present<\/p>\n

Director,<\/p>\n

Ember Corporation<\/p>\n

(Technology)<\/p>\n

2001 : 2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Frank C. Herringer<\/p>\n<\/td>\n

<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2004 : Present<\/p>\n

Director,<\/p>\n

Safeway Inc.<\/p>\n

(Retail)<\/p>\n

2008 : Present<\/p>\n

Director,<\/p>\n

Cardax Pharmaceuticals, Inc.<\/p>\n

(Biotechnology)<\/p>\n

2007 : Present<\/p>\n

Director,<\/p>\n

Aegon US Holding Corporation<\/p>\n

(Insurance)<\/p>\n

1999 : Present<\/p>\n<\/td>\n

<\/td>\n\n

2004<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-4<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

The Charles Schwab Corporation<\/p>\n

(Financial Services)<\/p>\n

1996 : Present<\/p>\n

Chairman of the Board,<\/p>\n

Transamerica Corporation<\/p>\n

(Financial Services)<\/p>\n

1995 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Gilbert S. Omenn<\/p>\n<\/td>\n

<\/td>\n\n

Professor of Internal Medicine, Human Genetics and Public Health and Director
\nof the Center for Computational Medicine and Bioinformatics,<\/p>\n

University of Michigan<\/p>\n

(Academia)<\/p>\n

1997 : Present<\/p>\n<\/td>\n

<\/td>\n\n

1987<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Affiliate Faculty Member,<\/p>\n

Institute for Systems Biology<\/p>\n

(Research)<\/p>\n

2009 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

1987 : Present<\/p>\n

Member, Scientific Advisory Board,<\/p>\n

Galectin Therapeutics Inc.<\/p>\n

(Pharmaceuticals)<\/p>\n

2009 : Present<\/p>\n

Director and Member, Scientific Advisory Board,<\/p>\n

Armune BioSciences, Inc.<\/p>\n

(Diagnostics)<\/p>\n

2008 : Present<\/p>\n

Member, Scientific Advisory Board,<\/p>\n

Compendia Biosciences Inc.<\/p>\n

(Biotechnology)<\/p>\n

2007 : Present<\/p>\n

Member, Scientific Advisory Board,<\/p>\n

Innocentive Innovation Inc.<\/p>\n

(Information Technology)<\/p>\n

2006 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Member, Scientific Advisory Board,<\/p>\n

Motorola, Inc.<\/p>\n

(Electronics)<\/p>\n

1998 : 2010<\/p>\n

Director,<\/p>\n

Rohm & Hass Co.<\/p>\n

(Chemicals)<\/p>\n

1987 : 2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-5<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Director,<\/p>\n

OccuLogix, Inc.<\/p>\n

(Medical Services)<\/p>\n

2005 : 2008<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Judith C. Pelham<\/p>\n<\/td>\n

<\/td>\n\n

President Emeritus,<\/p>\n

Trinity Health<\/p>\n

(Healthcare)<\/p>\n

2004 : Present<\/p>\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

1995 : Present<\/p>\n<\/td>\n

<\/td>\n\n

1995<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Zoll Medical Corporation<\/p>\n

(Medical Products)<\/p>\n

2011 : Present<\/p>\n

Director,<\/p>\n

Eclipsys Corporation<\/p>\n

(Information Technology)<\/p>\n

2009 : 2010<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

J. Paul Reason, USN (Retired)<\/p>\n<\/td>\n

<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n<\/td>\n

<\/td>\n\n

2001<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(Biotechnology)<\/p>\n

2001 : Present<\/p>\n

Director,<\/p>\n

Norfolk Southern Corporation<\/p>\n

(Transportation)<\/p>\n

2002 : Present<\/p>\n

Director,<\/p>\n

Todd Shipyards Corporation<\/p>\n

(Shipbuilding)<\/p>\n

2007 : 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Leonard D. Schaeffer<\/p>\n<\/td>\n

<\/td>\n\n

Senior Advisor,<\/p>\n

TPG Capital<\/p>\n

(Investment Management)<\/p>\n

2006 : Present<\/p>\n

Partner,<\/p>\n

North Bristol Partners LLC<\/p>\n

(Consulting)<\/p>\n

2006 : Present<\/p>\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2004 : Present<\/p>\n<\/td>\n

<\/td>\n\n

2004<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-6<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Director,<\/p>\n

Quintiles Transnational Corp.<\/p>\n

(Clinical Research and Consulting)<\/p>\n

2008 : Present<\/p>\n

Chairman of the Board,<\/p>\n

Surgical Care Affiliates, LLC<\/p>\n

(Healthcare)<\/p>\n

2007 : 2011<\/p>\n

Director,<\/p>\n

Allergan, Inc.<\/p>\n

(Pharmaceuticals)<\/p>\n

1993 : 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Kevin W. Sharer<\/p>\n<\/td>\n

<\/td>\n\n

Chief Executive Officer,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2000 : Present<\/p>\n

Chairman of the Board of Directors,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2001 : Present<\/p>\n

President,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2000 : 2010<\/p>\n

Director,<\/p>\n

Chevron Corporation<\/p>\n

(Integrated Oil)<\/p>\n

2007 : Present<\/p>\n

Director,<\/p>\n

Northrop Grumman Corporation<\/p>\n

(Defense)<\/p>\n

2003 : Present<\/p>\n

Director,<\/p>\n

3M Company<\/p>\n

(Consumer Products)<\/p>\n

2001 : 2007<\/p>\n<\/td>\n

<\/td>\n\n

1992<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Ronald D. Sugar<\/p>\n<\/td>\n

<\/td>\n\n

Senior Advisor,<\/p>\n

Northrop Grumman Corporation<\/p>\n

(Defense)<\/p>\n

2010 : Present<\/p>\n

Senior Advisor,<\/p>\n

Ares Management LLC<\/p>\n

(Financial Services)<\/p>\n

2010 : Present<\/p>\n<\/td>\n

<\/td>\n\n

2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-7<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Chairman of the Board of Directors and Chief Executive Officer,<\/p>\n

Northrop Grumman Corporation<\/p>\n

(Defense)<\/p>\n

2003 : 2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2010 : Present<\/p>\n

Director,<\/p>\n

Apple Inc.<\/p>\n

(Electronics)<\/p>\n

2010 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Director,<\/p>\n

Air Lease Corporation<\/p>\n

(Aircraft Leasing)<\/p>\n

2010 : Present<\/p>\n

Director,<\/p>\n

Chevron Corporation<\/p>\n

(Integrated Oil)<\/p>\n

2005 : Present<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

David W. Beier<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, Global Government and Corporate Affairs,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2008 : Present<\/p>\n

Senior Vice President, Global Government Affairs,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2003 : 2008<\/p>\n

Director,<\/p>\n

ARYx Therapeutics, Inc.<\/p>\n

(Pharmaceuticals)<\/p>\n

2008 : 2011<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Fabrizio Bonanni<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President, Operations,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

August 2007 : Present<\/p>\n

Senior Vice President, Manufacturing,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2004 : August 2007<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-8<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Anthony C. Hooper<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President, Global Commercial Operations,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

October 2011 : Present<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Senior Vice President, Commercial Operations and President, U.S., Japan and
\nIntercontinental,<\/p>\n

Bristol-Myers Squibb Company<\/p>\n

(Pharmaceuticals)<\/p>\n

March 2010 : October 2011<\/p>\n

President, Americas,<\/p>\n

Bristol-Myers Squibb Company<\/p>\n

(Pharmaceuticals)<\/p>\n

January 2009 : March 2010<\/p>\n

President, U.S. Pharmaceuticals, Worldwide<\/p>\n

Pharmaceuticals Group,<\/p>\n

Bristol-Myers Squibb Company<\/p>\n

(Pharmaceuticals)<\/p>\n

2004 : January 2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Brian M. McNamee<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, Human Resources,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2001: Present<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Jonathan M. Peacock<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President and Chief Financial Officer,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

September 2010 : Present<\/p>\n

Chief Financial and Administration Officer,<\/p>\n

Novartis Pharmaceuticals AG<\/p>\n

(Healthcare)<\/p>\n

2005 : September 2010<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Roger M. Perlmutter<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President, Research and Development,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2001 : Present<\/p>\n

Director,<\/p>\n

StemCells, Inc.<\/p>\n

(Biotechnology)<\/p>\n

2000 : Present<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Anna S. Richo<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President and Chief Compliance Officer,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

June 2008 : Present<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-9<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and Employment
\nHistory<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Vice President, Law,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2003 : June 2008<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

David J. Scott<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, General Counsel and Secretary,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2004 : Present<\/p>\n<\/td>\n

<\/td>\n\n

Not applicable (executive)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-10<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

ANNEX B <\/strong><\/p>\n

CERTAIN INFORMATION REGARDING THE DIRECTORS <\/strong>\n<\/p>\n

AND EXECUTIVE OFFICERS OF PURCHASER <\/strong><\/p>\n

Set forth in the table below are the name, current principal occupation and
\nmaterial positions held during the past five years of each of our directors and
\nexecutive officers. The business address of each such director and executive
\nofficer is One Amgen Center Drive, Thousand Oaks, California 91320-1799. David
\nJ. Scott is a citizen of the United States of America and Jonathan M. Peacock is
\na citizen of the United Kingdom.<\/p>\n

During the past five years, to the best of our knowledge, none of the persons
\nlisted below has been convicted in a criminal proceeding (excluding traffic
\nviolations or similar misdemeanors) or been a party to any judicial or
\nadministrative proceeding (except for matters that were dismissed without
\nsanction or settlement) that resulted in a judgment, decree or final order
\nenjoining him or us from future violations of, or prohibiting activities subject
\nto, U.S. federal or state securities laws, or a finding of any violation of U.S.
\nfederal or state securities laws.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name and Position<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Present Principal Occupation or Employment and
\nEmployment History<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Director Since<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Jonathan M. Peacock<\/p>\n

President, Chief Executive Officer and Director<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President and Chief Financial Officer,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

September 2010 : Present<\/p>\n

Chief Financial and Administration Officer,<\/p>\n

Novartis Pharmaceuticals AG<\/p>\n

(Healthcare)<\/p>\n

2005 : September 2010<\/p>\n<\/td>\n

<\/td>\n\n

January 2012<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

David J. Scott<\/p>\n

Senior Vice President, General Counsel and Secretary and Director<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, General Counsel and Secretary,<\/p>\n

Amgen Inc.<\/p>\n

(Biotechnology)<\/p>\n

2004 : Present<\/p>\n<\/td>\n

<\/td>\n\n

January 2012<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-1<\/p>\n

\n

\nTable
\nof Contents<\/a><\/strong><\/p>\n<\/p>\n

ANY LETTER OF TRANSMITTAL TO BE DELIVERED TO THE
\nDEPOSITARY MAY ONLY BE SENT TO THE DEPOSITARY BY MAIL OR COURIER TO ONE OF THE
\nADDRESSES SET FORTH BELOW AND MAY NOT BE SENT BY FACSIMILE TRANSMISSION. ANY
\nCERTIFICATES REPRESENTING SHARES AND ANY OTHER REQUIRED DOCUMENTS SENT BY A
\nSTOCKHOLDER OF MICROMET OR SUCH STOCKHOLDER’S BROKER, DEALER, COMMERCIAL BANK,
\nTRUST COMPANY OR OTHER NOMINEE SHOULD BE SENT TO THE DEPOSITARY AS FOLLOWS:
\n<\/strong><\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

If delivering by mail:<\/u><\/p>\n

American Stock Transfer & Trust<\/p>\n

Company, LLC<\/p>\n

Operations Center<\/p>\n

Attn: Reorganization Department<\/p>\n

P.O. Box 2042<\/p>\n

New York, New York 10272-2042<\/p>\n<\/td>\n

<\/td>\n\n

If delivering by hand or courier:<\/u><\/p>\n

American Stock Transfer & Trust<\/p>\n

Company, LLC<\/p>\n

Operations Center<\/p>\n

Attn: Reorganization Department<\/p>\n

6201 15th<\/sup> Avenue<\/p>\n

Brooklyn, New York 11219<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Other Information: <\/strong><\/p>\n

Questions or requests for assistance or additional copies of this Offer to
\nPurchase, the Letter of Transmittal and\/or the Notice of Guaranteed Delivery may
\nbe directed to the Information Agent at its location and telephone numbers set
\nforth below. Stockholders may also contact their broker, dealer, commercial
\nbank, trust company or other nominee for assistance concerning the Offer.<\/p>\n

The Information Agent for the Offer is: <\/em><\/p>\n

\n

Georgeson Inc.<\/p>\n

199 Water Street, 26th<\/sup> Floor<\/p>\n

New York, New York 10038<\/p>\n

Banks and Brokers Call: (212) 440-9800<\/p>\n

Call Toll Free: (888) 877-5360<\/p>\n

The Dealer-Manager for the Offer is: <\/em><\/p>\n

\n

Moelis & Company LLC<\/p>\n

399 Park Avenue, 5th Floor<\/p>\n

New York, New York 10022<\/p>\n

Call: (212) 883-3800<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6691],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9627],"class_list":["post-43483","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43483","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43483"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43483"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43483"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43483"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}