{"id":43765,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/tender-and-support-agreement-by-armstrong-acquisition-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tender-and-support-agreement-by-armstrong-acquisition-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tender-and-support-agreement-by-armstrong-acquisition-corp.html","title":{"rendered":"Tender and Support Agreement – By Armstrong Acquisition Corp. – Acquisition of Micromet, Inc. by Amgen Inc."},"content":{"rendered":"

TENDER AND SUPPORT AGREEMENT <\/strong><\/p>\n

T<\/strong>HIS<\/strong>
\nT<\/strong>ENDER<\/strong> AND<\/strong>
\nS<\/strong>UPPORT<\/strong> A<\/strong>GREEMENT<\/strong>
\n(this “Agreement”<\/em><\/strong>) is entered into as of January 25,
\n2012, by and among Amgen Inc., a Delaware corporation
\n(“Parent”<\/em><\/strong>), Armstrong Acquisition Corp., a Delaware
\ncorporation and wholly owned subsidiary of Parent
\n(“Purchaser”<\/em><\/strong>), and
\n(“Stockholder”<\/em><\/strong>).<\/p>\n

RECITALS<\/p>\n

A. <\/strong>Stockholder is a holder of record and the “beneficial
\nowner” (within the meaning of Rule 13d-3 under the U.S. Securities Exchange Act
\nof 1934, as amended (the “Exchange Act”<\/em><\/strong>)) of certain
\nshares of common stock of Micromet, Inc., a Delaware corporation (the
\n“Company”<\/em><\/strong>).<\/p>\n

B. <\/strong>Parent, Purchaser and the Company are entering into an
\nAgreement and Plan of Merger of even date herewith (as it may be amended from
\ntime to time, the “Merger Agreement”<\/em><\/strong>) which provides,
\namong other things, for the Purchaser to commence a tender offer (the
\n“Offer”<\/em><\/strong>) for all of the issued and outstanding shares
\nof common stock, par value $0.00004 per share, of the Company (including any
\nassociated rights to purchase capital stock issued pursuant to the Company’s
\nRights Agreement, the “Shares”<\/em><\/strong>) and following the
\nconsummation of the Offer, the merger of Purchaser with and into the Company,
\nwith the Company continuing as the surviving corporation (the
\n“Merger”<\/em><\/strong>), upon the terms and subject to the
\nconditions set forth in the Merger Agreement.<\/p>\n

C. <\/strong>As a condition to the willingness of Parent and Purchaser
\nto enter into the Merger Agreement and as an inducement in consideration
\ntherefor, Stockholder has agreed to enter into this Agreement and tender and
\nvote Stockholder’s Subject Securities (as defined below) as described herein.\n<\/p>\n

AGREEMENT <\/strong><\/p>\n

The parties to this Agreement, intending to be legally bound, agree as
\nfollows:<\/p>\n

SECTION 1. CERTAIN DEFINITIONS <\/strong><\/p>\n

For purposes of this Agreement:<\/p>\n

(a) The terms “Acquisition Proposal<\/em><\/strong>,”
\n“Affiliate<\/em><\/strong>,” “Company Common
\nStock<\/strong>,“<\/strong><\/em> and “Person
\n<\/em><\/strong>and other capitalized terms not defined in this Agreement, have
\nthe respective meanings assigned to those terms in the Merger Agreement.<\/p>\n

(b) “Contract”<\/em><\/strong> means any note, bond, mortgage,
\nindenture, lease, license, permit, contract, commitment, arrangement,
\nunderstanding, agreement or other instrument or obligations of any kind,
\nincluding, any voting agreement, proxy arrangement, pledge agreement,
\nstockholder agreement or voting trust, to which Stockholder is a party or by
\nwhich the Subject Securities are bound.<\/p>\n

(c) “Encumbrance”<\/em><\/strong> means any lien, pledge,
\nhypothecation, security interest, option, right of first refusal, proxies,
\nvoting trusts or agreements, or other encumbrance (other than as created by this
\nAgreement or restrictions on transfer under the U.S. Securities Act of 1933, as
\namended).<\/p>\n

(d) Stockholder is deemed to “Own”<\/em><\/strong> or to have
\nacquired “Ownership”<\/em><\/strong> of a security if Stockholder: (i)
\nis the record owner of such security; or (ii) is the “beneficial owner” (within
\nthe meaning of Rule 13d-3 under the Exchange Act) of such security.<\/p>\n

\n

(e) “Proxy Expiration Date”<\/em><\/strong> means 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

(f) “Subject Securities”<\/em><\/strong> mean: (i) all of the
\nShares Owned by Stockholder as of the date of this Agreement; and (ii) all
\nadditional Shares of which Stockholder acquires Ownership during the Support
\nPeriod.<\/p>\n

(g) “Support Period”<\/em><\/strong> means the period commencing on
\n(and including) the date of this Agreement and ending on (and including) the
\nProxy Expiration Date.<\/p>\n

(h) A Person is deemed to have a effected a
\n“Transfer”<\/em><\/strong> of a security if such Person directly or
\nindirectly: (i) sells, pledges, encumbers, grants an option with respect to,
\ntransfers or disposes of such security or any interest in such security to any
\nPerson other than Parent; (ii) enters into an agreement or commitment
\ncontemplating the possible sale of, pledge of, encumbrance of, grant of an
\noption with respect to, transfer of or disposition of such security or any
\ninterest therein to any Person other than Parent; or (iii) reduces such Person’s
\nbeneficial ownership of, interest in or risk relating to such security.<\/p>\n

SECTION 2. TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS <\/strong>\n<\/p>\n

2.1 Restriction on Transfer of Subject Securities.<\/strong> Subject
\nto Section 2.3, during the Support Period, Stockholder shall not cause or permit
\nany Transfer of any of the Subject Securities to be effected other than as
\nprovided in Section 3.1. Without limiting the generality of the foregoing,
\nduring the Support Period, Stockholder shall not tender, agree to tender or
\npermit to be tendered any of the Subject Securities in response to or otherwise
\nin connection with any tender or exchange offer other than the Offer.<\/p>\n

2.2 Restriction on Transfer of Voting Rights.<\/strong> During the
\nSupport Period, Stockholder shall ensure that: (a) none of the Subject
\nSecurities is deposited into a voting trust; and (b) no proxy is granted, and no
\nvoting agreement or similar agreement is entered into, with respect to any of
\nthe Subject Securities.<\/p>\n

2.3 Permitted Transfers.<\/strong> Section 2.1 shall not prohibit a
\ntransfer of Subject Securities by Stockholder: (a) if Stockholder is an
\nindividual (i) to any member of Stockholder’s immediate family, or to a trust
\nfor the benefit of Stockholder or any member of Stockholder’s immediate family,
\nor (ii) upon the death of Stockholder; (b) if Stockholder is a limited
\npartnership or limited liability company, to a partner or member of Stockholder
\nor (c) if Stockholder is a corporation, to an affiliate under common control
\nwith Stockholder; provided<\/em>, however<\/em>, that a transfer referred
\nto in this sentence shall be permitted only if, as a precondition to such
\ntransfer, the transferee agrees in a written document, reasonably satisfactory
\nin form and substance to Parent, to be bound by all of the terms of this
\nAgreement.<\/p>\n

SECTION 3. TENDER OF SUBJECT SECURITIES <\/strong><\/p>\n

3.1 Tender of Subject Securities. <\/strong>Unless this Agreement
\nshall have been terminated in accordance with its terms, Stockholder hereby
\nagrees to tender the Subject Securities (collectively, the “Tender
\nShares”<\/em><\/strong>), or instruct such Stockholder’s broker or such other
\nPerson that is the holder of record of the Tender Shares tendered, into the
\nOffer promptly following, and in any event no later than the tenth
\n(10th<\/sup>) business day following the commencement (within the meaning of
\nRule 14d-2 under the Exchange Act) of the Offer, or if Stockholder has not
\nreceived the Offer Documents by such time, within two (2) business days
\nfollowing receipt of such documents but in any event prior to the Expiration
\nDate. If Stockholder acquires Tender Shares after the date hereof, unless this
\nAgreement shall have been terminated in accordance with its terms, Stockholder
\nshall tender or cause to be tendered such Tender Shares on or before the
\nExpiration Date. Unless this Agreement shall have been terminated in accordance
\nwith its terms, Stockholder will not withdraw the Tender Shares, or cause the
\nTender Shares to be withdrawn, from the Offer at any time.<\/p>\n

-2-<\/p>\n

\n

3.2 Return of Subject Securities.<\/strong> If the Offer is terminated
\nor withdrawn by Purchaser, or the Merger Agreement is terminated prior to the
\npurchase of the Subject Securities in the Offer, Parent and Purchaser shall
\npromptly return, and shall cause any depository acting on behalf of Parent and
\nPurchaser to return, all Subject Securities tendered by Stockholder in the Offer
\nto Stockholder.<\/p>\n

SECTION 4. VOTING OF SHARES <\/strong><\/p>\n

4.1 Voting Covenant.<\/strong> Stockholder hereby agrees that, during
\nthe Support Period, at any meeting of the stockholders of the Company, however
\ncalled, and in any action by written consent of stockholders of the Company,
\nunless otherwise directed in writing by Parent, Stockholder shall cause the
\nSubject Securities to be voted:<\/p>\n

(a) in favor of (i) the Merger, the execution and delivery by the Company of
\nthe Merger Agreement and the adoption and approval of the Merger Agreement and
\nthe terms thereof, (ii) each of the other Transactions and (iii) and any action
\nin furtherance of any of the foregoing;<\/p>\n

(b) against any action or agreement that would result in a breach of any
\nrepresentation, warranty, covenant or obligation of the Company in the Merger
\nAgreement; and<\/p>\n

(c) against the following actions (other than the Merger and the other
\nTransactions): (i) any Acquisition Proposal; (ii) any amendment to the Company’s
\ncertificate of incorporation or bylaws; (iii) any material change in the
\ncapitalization of the Company or the Company’s corporate structure; and (iv) any
\nother action which is intended to impede, interfere with, delay, postpone,
\ndiscourage or adversely affect the Merger or any of the other Transactions or
\nthis Agreement.<\/p>\n

4.2 Proxy; Further Assurances.<\/strong><\/p>\n

(a) (i) Contemporaneously with the execution of this Agreement, Stockholder
\nshall deliver to Parent a proxy in the form attached to this Agreement as
\nExhibit A, which shall be irrevocable (at all times prior to the Proxy
\nExpiration Date) to the fullest extent permitted by law with respect to the
\nshares referred to therein (the “Proxy”<\/em><\/strong>); and (ii)
\npromptly following the execution of this Agreement, Stockholder shall cause to
\nbe delivered to Parent an additional proxy (in substantially the form attached
\nhereto as Exhibit A) executed on behalf of the record owner of any outstanding
\nshares of Company Common Stock that are owned beneficially (within the meaning
\nof Rule 13d-3 under the Exchange Act), but not of record, by Stockholder.<\/p>\n

(b) Stockholder shall perform such further acts and execute such further
\nproxies and other documents and instruments as may reasonably be required to
\nvest in Parent the power to carry out and give effect to the provisions of this
\nAgreement.<\/p>\n

(c) Stockholder shall 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 Securities that is inconsistent with this Agreement or otherwise take
\nany other action with respect to any of the Subject Securities that would in any
\nway restrict, limit or interfere with the performance of any of Stockholder’s
\nobligations hereunder or any of the actions contemplated hereby.<\/p>\n

-3-<\/p>\n

\n

SECTION 5. WAIVER OF APPRAISAL RIGHTS <\/strong><\/p>\n

Stockholder hereby irrevocably and unconditionally waives, and agrees not to
\nexercise or assert, on its own behalf or on behalf of any other holder of
\nShares, any rights of appraisal, any dissenters’ rights or any similar rights
\nrelating to the Merger that Stockholder may have by virtue of, or with respect
\nto, any Subject Securities Owned by Stockholder.<\/p>\n

SECTION 6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER <\/strong>\n<\/p>\n

Stockholder hereby represents and warrants to Parent and Purchaser as
\nfollows:<\/p>\n

6.1 Authorization, etc.<\/strong> Stockholder has the authority and
\nlegal capacity to execute and deliver this Agreement and the Proxy and to
\nperform Stockholder’s obligations hereunder and thereunder. This Agreement and
\nthe Proxy have been duly authorized, executed and delivered by Stockholder and,
\nassuming due authorization, execution and delivery by Parent and Purchaser,
\nconstitute legal, valid and binding obligations of Stockholder, enforceable
\nagainst Stockholder in accordance with their terms, subject to (i) laws of
\ngeneral application relating to bankruptcy, insolvency, reorganization,
\nmoratorium, fraudulent conveyance and other laws affecting enforcement of
\ncreditors’ rights generally and (ii) rules of law governing specific
\nperformance, injunctive relief and other equitable remedies. If Stockholder is a
\ncorporation, then Stockholder is a corporation duly organized, validly existing
\nand in good standing under the laws of the jurisdiction in which it was
\norganized. If Stockholder is a general or limited partnership or limited
\nliability company, then Stockholder is a partnership or limited liability
\ncompany duly organized, validly existing and in good standing under the laws of
\nthe jurisdiction in which it was organized.<\/p>\n

6.2 No Conflicts or Consents. <\/strong><\/p>\n

(a) The execution and delivery of this Agreement and the Proxy by Stockholder
\ndo not, and the performance of this Agreement and the Proxy by Stockholder will
\nnot: (i) conflict with or violate any law, rule, regulation, order, decree or
\njudgment applicable to Stockholder or by which Stockholder or any of
\nStockholder’s properties is or may be bound, except for any conflict or
\nviolation which would not adversely affect in any material respect the ability
\nof Stockholder to perform its obligations hereunder or thereunder or consummate
\nthe transactions contemplated hereby; or (ii) result in or constitute (with or
\nwithout notice or lapse of time) any breach of or default under, or give to any
\nother Person (with or without notice or lapse of time) any right of termination,
\namendment, acceleration or cancellation of, or result (with or without notice or
\nlapse of time) in the creation of any Encumbrance on any of the Subject
\nSecurities pursuant to, any material Contract to which Stockholder is a party or
\nby which Stockholder or any of Stockholder’s Affiliates or properties is or may
\nbe bound or affected.<\/p>\n

(b) The execution and delivery of this Agreement and the Proxy by Stockholder
\ndo not, and the performance of this Agreement and the Proxy by Stockholder will
\nnot, require any filing with, nor any permit, authorization, consent or approval
\nof, any Person. The execution and delivery of any additional proxy pursuant to
\nSection 4.2(a)(ii) with respect to any shares of Company Common Stock that are
\nOwned beneficially but not of record by Stockholder do not, and the performance
\nof any such additional proxy will not, require any filing with, nor any permit,
\nauthorization, consent or approval of, any Person. No consent of, or
\nregistration, declaration or filing with, any Governmental Body is required to
\nbe obtained or made by or with respect to Stockholder in connection with the
\nexecution, delivery or performance of this Agreement or the consummation of the
\ntransactions contemplated hereby, other than such reports under Sections 13(d)
\nand 16 of the Exchange Act as may be required in connection with this Agreement.\n<\/p>\n

-4-<\/p>\n

\n

6.3 Title to Shares.<\/strong> As of the date of this Agreement
\nStockholder Owns, free and clear of any Encumbrance, the number of outstanding
\nShares set forth under the heading “Shares Owned” on the signature page hereof
\nand does not Own any other shares of capital stock of the Company or any right
\nto acquire any such shares.<\/p>\n

6.4 Merger Agreement.<\/strong> Stockholder and its Representatives
\nhave reviewed and understand the terms of this Agreement and the Merger
\nAgreement, and Stockholder has had the opportunity to consult with such
\nStockholder’s counsel in connection with this Agreement. Stockholder understands
\nand acknowledges that Parent is entering into the Merger Agreement in reliance
\nupon Stockholder’s execution and delivery of this Agreement.<\/p>\n

SECTION 7. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
\n<\/strong><\/p>\n

Each of Parent and Purchaser hereby, jointly and severally, represents and
\nwarrants to Stockholder as follows:<\/p>\n

7.1 Authorization, etc.<\/strong> Each of Parent and Purchaser has all
\nnecessary corporate power and authority to execute and deliver this Agreement
\nand to perform its obligations hereunder. This Agreement has been duly
\nauthorized, executed and delivered by each of Parent and Purchaser and, assuming
\ndue authorization, execution and delivery by Stockholder, constitutes a legal,
\nvalid and binding obligation of Parent and Purchaser, enforceable against Parent
\nand Purchaser in accordance with its terms, subject to (i) laws of general
\napplication relating to bankruptcy, insolvency, reorganization, moratorium,
\nfraudulent conveyance and other laws affecting enforcement of creditors’ rights
\ngenerally and (ii) rules of law governing specific performance, injunctive
\nrelief and other equitable remedies. Each of Parent and Purchaser is a
\ncorporation duly organized, validly existing and in good standing under the laws
\nof the jurisdiction in which it was organized.<\/p>\n

7.2 No Conflicts or Consents. <\/strong>The execution and delivery of
\nthis Agreement by Parent and Purchaser does not, and the performance of this
\nAgreement by Parent and Purchaser will not: (a) conflict with or violate any
\nlaw, rule, regulation, order, decree or judgment applicable to Parent and
\nPurchaser or by which Parent or Purchaser or any of its properties is or may be
\nbound, except for any conflict or violation which would not adversely affect in
\nany material respect the ability of Parent or Purchaser to perform its
\nobligations hereunder or consummate the transactions contemplated hereby; or (b)
\nrequire any filing with, nor any permit, authorization, consent or approval of,
\nany Person or require any consent of, or registration, declaration or filing
\nwith, any Governmental Body, other than (i) any applicable requirements of the
\nExchange Act, NASDAQ, and the DGCL, (ii) as required by Antitrust Laws, (iii)
\ncontemplated by the Merger Agreement (including schedules thereto), and (iv)
\nwhere the failure to obtain such consents or approvals or to make such filings,
\nwould not, individually or in the aggregate, prevent or materially delay the
\nperformance by Parent or Purchaser of any of their obligations under this
\nAgreement.<\/p>\n

SECTION 8. COVENANTS OF STOCKHOLDER <\/strong><\/p>\n

8.1 Stockholder Information.<\/strong> Stockholder hereby agrees to
\npermit Parent and Purchaser to publish and disclose in the Proxy Statement
\nStockholder’s identity and ownership of the Subject Securities and the nature of
\nStockholder’s commitments, arrangements and understandings under this Agreement.\n<\/p>\n

8.2 Further Assurances.<\/strong> From time to time and without
\nadditional consideration, Stockholder shall execute and deliver, or cause to be
\nexecuted and delivered, such additional transfers, assignments, endorsements,
\nproxies, consents and other instruments, and shall take such further actions, as
\nParent may request for the purpose of carrying out and furthering the intent of
\nthis Agreement.<\/p>\n

-5-<\/p>\n

\n

8.3 Stop Transfer Order; Legends.<\/strong> Stockholder hereby agrees
\nthat it will not request that the Company register the Transfer of any
\ncertificate or uncertificated interest representing any of the Subject
\nSecurities, unless such Transfer is made in compliance with this Agreement. In
\nfurtherance of this Agreement, concurrently herewith, Stockholder shall, and
\nhereby does authorize the Company or its counsel to, notify the Company’s
\ntransfer agent that there is a stop transfer order with respect to all of the
\nSubject Securities (and that this Agreement places limits on the voting and
\ntransfer of such shares). The parties hereto agree that such stop transfer order
\nshall be removed and shall be of no further force and effect upon the Proxy
\nExpiration Date.<\/p>\n

SECTION 9. MISCELLANEOUS <\/strong><\/p>\n

9.1 Survival of Representations, Warranties and Agreements.<\/strong>
\nAll representations, warranties, covenants and agreements in this Agreement, and
\nall rights and remedies with respect thereto, shall not survive the Proxy
\nExpiration Date.<\/p>\n

9.2 Expenses.<\/strong> All costs and expenses incurred in connection
\nwith the transactions contemplated by this Agreement shall be paid by the party
\nincurring such costs and expenses.<\/p>\n

9.3 Notices.<\/strong> Each notice, request, demand or other
\ncommunication under this Agreement shall be in writing and shall be deemed to
\nhave been duly given, delivered or made as follows: (a) if delivered by hand,
\nwhen delivered; (b) if sent on a business day by email before 5:00 p.m. (Pacific
\ntime) and receipt is confirmed, when transmitted; (c) if sent by email on a day
\nother than a business day and receipt is confirmed, or if sent by email after
\n5:00 p.m. (Pacific time) and receipt is confirmed, on the business day following
\nthe date on which receipt is confirmed; (d) if sent by registered, certified or
\nfirst class mail, the third business day after being sent; and (e) if sent by
\novernight delivery via a national courier service, two business days after being
\ndelivered to such courier, in each case to the address or email set forth
\nbeneath the name of such party below (or to such other address or email as such
\nparty shall have specified in a written notice given to the other parties
\nhereto):<\/p>\n

if to Stockholder:<\/p>\n

at the address set forth on the signature page hereof;<\/p>\n

and if to Parent:<\/p>\n

Amgen Inc.<\/p>\n

One Amgen Center Drive<\/p>\n

Thousand Oaks, CA 91320-1799<\/p>\n

Attn: General Counsel<\/p>\n

with a copy to (which copy shall not constitute notice):<\/p>\n

Sullivan & Cromwell LLP<\/p>\n

Attn: Eric M. Krautheimer<\/p>\n

1888 Century Park East, 21st Floor<\/p>\n

Los Angeles, California 90067<\/p>\n

Fax: (310) 712-8800<\/p>\n

Email: krautheimere@sullcrom.com<\/p>\n

-6-<\/p>\n

\n

9.4 Severability.<\/strong> If any term or provision of this Agreement
\nis invalid, illegal or incapable of being enforced by rule of law or public
\npolicy, all other conditions and provisions of this Agreement shall nevertheless
\nremain in full force and effect so long as the economic or legal substance of
\nthe transactions contemplated by this Agreement is not affected in any manner
\nadverse to any party. Upon such determination that any term or other provision
\nis invalid, illegal or incapable of being enforced, the parties hereto shall
\nnegotiate in good faith to modify this Agreement so as to effect the original
\nintent of the parties as closely as possible in an acceptable manner to the end
\nthat the transactions are fulfilled to the extent possible.<\/p>\n

9.5 Entire Agreement; Amendment.<\/strong> This Agreement, the Proxy
\nand any other documents delivered by the parties in connection herewith
\nconstitute the entire agreement between the parties with respect to the subject
\nmatter hereof and thereof and supersede all prior agreements and understandings,
\nwritten or oral, between the parties with respect thereto. No amendment or
\nmodification of any provision of this Agreement shall be binding upon either
\nparty unless made in writing and signed by all parties. No agreement,
\nunderstanding or arrangement of any nature regarding the subject matter of this
\nAgreement shall be deemed to exist between Parent and Stockholder unless and
\nuntil this Agreement has been duly and validly executed on behalf of all
\nparties.<\/p>\n

9.6 Assignment; Binding Effect.<\/strong> Except as provided herein,
\nneither this Agreement nor any of the interests or obligations hereunder may be
\nassigned or delegated by Stockholder, and any attempted or purported assignment
\nor delegation of any of such interests or obligations in violation of this
\nAgreement shall be void. Subject to the preceding sentence, this Agreement shall
\nbe binding upon Stockholder and Stockholder’s successors and assigns, and, if
\nStockholder is an individual, Stockholder’s heirs, estate, executors and
\npersonal representatives. This Agreement shall inure to the benefit of Parent
\nand its successors and assigns. Without limiting any of the restrictions set
\nforth in Section 2 or elsewhere in this Agreement, this Agreement shall be
\nbinding upon any Person to whom any Subject Securities are transferred. Nothing
\nin this Agreement, expressed or implied, is intended to confer on any Person,
\nother than the parties hereto, any rights or remedies of any nature.<\/p>\n

9.7 Independence of Obligations.<\/strong> The covenants and
\nobligations of Stockholder set forth in this Agreement shall be construed as
\nindependent of any other agreement or arrangement between Stockholder, on the
\none hand, and the Company or Parent, on the other. The existence of any claim or
\ncause of action by Stockholder against the Company or Parent shall not
\nconstitute a defense to the enforcement of any of such covenants or obligations
\nagainst Stockholder.<\/p>\n

9.8 Specific Performance.<\/strong> The parties hereto acknowledge
\nthat money damages would be an inadequate remedy for any breach of this
\nAgreement by any party hereto, and that the obligations of the parties hereto
\nshall be enforceable by any party hereto through injunctive or other equitable
\nrelief.<\/p>\n

9.9 Governing Law. <\/strong>This Agreement shall be governed by, and
\nconstrued and enforced in accordance with, the laws of the State of Delaware,
\nregardless of the laws that might otherwise govern under applicable principles
\nof conflicts of laws thereof.<\/p>\n

9.10 Counterparts.<\/strong> This Agreement may be executed in
\nseparate counterparts, each of which when so executed and delivered shall be an
\noriginal, but all such counterparts shall together constitute one and the same
\ninstrument. The exchange of a fully executed Agreement (in counterparts or
\notherwise) by facsimile or by electronic delivery shall be sufficient to bind
\nthe parties to the terms of this Agreement.<\/p>\n

9.11 Waiver. <\/strong>No failure on the part of Parent to exercise
\nany power, right, privilege or remedy under this Agreement, and no delay on the
\npart of Parent in exercising any power, right, privilege or remedy under this
\nAgreement, shall operate as a waiver of such power, right, privilege or remedy;
\nand no single or partial exercise of any such power, right, privilege or remedy
\nshall preclude any other or further exercise thereof or of any other power,
\nright, privilege or remedy. Parent shall not be deemed to have<\/p>\n

-7-<\/p>\n

\n

waived any claim available to Parent arising out of this Agreement, or any
\npower, right, privilege or remedy of Parent under this Agreement, unless the
\nwaiver of such claim, power, right, privilege or remedy is expressly set forth
\nin a written instrument duly executed and delivered on behalf of Parent; and any
\nsuch waiver shall not be applicable or have any effect except in the specific
\ninstance in which it is given.<\/p>\n

9.12 Termination. <\/strong>This Agreement and all rights and
\nobligations of the parties hereunder, including the Proxy, shall terminate, and
\nno party shall have any rights or obligations hereunder and this Agreement shall
\nbecome null and void on, and have no further effect as of the Proxy Expiration
\nDate. Nothing in this Section 9.12 shall relieve any party from any liability
\nfor any breach of this Agreement prior to its termination.<\/p>\n

9.13 Directors and Officers. <\/strong>This Agreement applies to
\nStockholder solely in such Stockholder’s capacity as a holder of Subject
\nSecurities, and not to Stockholder or any representative of Stockholder serving
\nas a director or officer of the Company in such capacity.<\/p>\n

9.14 Construction. <\/strong><\/p>\n

(a) For purposes of this Agreement, whenever the context requires: the
\nsingular number shall include the plural, and vice versa; the masculine gender
\nshall include the feminine and neuter genders; the feminine gender shall include
\nthe masculine and neuter genders; and the neuter gender shall include masculine
\nand feminine genders.<\/p>\n

(b) The parties agree that any rule of construction to the effect that
\nambiguities are to be resolved against the drafting party shall not be applied
\nin the construction or interpretation of this Agreement.<\/p>\n

(c) As used in this Agreement, the words “include” and “including,” and
\nvariations thereof, shall not be deemed to be terms of limitation, but rather
\nshall be deemed to be followed by the words “without limitation.”<\/p>\n

(d) Unless otherwise indicated or the context otherwise requires: (i) all
\nreferences in this Agreement to “Sections” and “Exhibits” are intended to refer
\nto Sections of this Agreement and Exhibits to this Agreement; and (ii) the words
\n“herein,” “hereof” and “hereunder,” and words of similar import, shall be
\nconstrued to refer to this Agreement in its entirety and not to any particular
\nprovision of this Agreement.<\/p>\n

(e) The captions contained in this Agreement are for convenience of reference
\nonly, shall not be deemed to be a part of this Agreement and shall not be
\nreferred to in connection with the construction or interpretation of this
\nAgreement.<\/p>\n

[Remainder of page intentionally left blank] <\/em><\/p>\n

-8-<\/p>\n

\n

Parent, Purchaser and Stockholder have caused this Agreement to be executed
\nas of the date first written above.<\/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
<\/td>\n<\/tr>\n
\n

A<\/strong>MGEN<\/strong>
\nI<\/strong>NC<\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

By:<\/p>\n<\/td>\n<\/tr>\n

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

Title<\/p>\n<\/td>\n<\/tr>\n

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

A<\/strong>RMSTRONG<\/strong>
\nA<\/strong>CQUISITION<\/strong>
\nC<\/strong>ORP<\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

By:<\/p>\n<\/td>\n<\/tr>\n

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

Title<\/p>\n<\/td>\n<\/tr>\n

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

S<\/strong>TOCKHOLDER<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Signature<\/p>\n<\/td>\n<\/tr>\n

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

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

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

Address:<\/p>\n<\/td>\n

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

Facsimile:<\/p>\n<\/td>\n

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

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

\n

E<\/strong>XHIBIT<\/strong> A <\/strong>\n<\/p>\n

F<\/strong>ORM<\/strong>
\nO<\/strong>F<\/strong>
\nI<\/strong>RREVOCABLE<\/strong> P<\/strong>ROXY<\/strong>\n<\/p>\n

The undersigned stockholder (the “Stockholder”<\/em><\/strong>) of
\nMicromet, Inc., a Delaware corporation (the
\n“Company”<\/em><\/strong>), hereby irrevocably (to the fullest extent
\npermitted by law) appoints and constitutes Kevin W. Sharer, Robert A. Bradway,
\nJonathan M. Peacock, David J. Scott and Amgen Inc., a Delaware corporation
\n(“Parent”<\/em><\/strong>), and each of them, the attorneys and
\nproxies of the Stockholder, with full power of substitution and resubstitution,
\nto the full extent of the Stockholder’s rights with respect to (i) the
\noutstanding shares of capital stock of the Company owned of record by the
\nStockholder as of the date of this proxy, which shares are specified on the
\nfinal page of this proxy, and (ii) any and all other shares of capital stock of
\nthe Company which the Stockholder may acquire on or after the date hereof. (The
\nshares of the capital stock of the Company referred to in clauses “(i)” and
\n“(ii)” of the immediately preceding sentence are collectively referred to as the
\n“Shares”<\/em><\/strong>). Upon the execution hereof, all prior
\nproxies given by the Stockholder with respect to any of the Shares are hereby
\nrevoked, and the Stockholder agrees that no subsequent proxies will be given
\nwith respect to any of the Shares.<\/p>\n

This proxy is irrevocable, shall survive the Stockholder’s death, liquidation
\nor termination, is coupled with an interest and is granted in connection with,
\nand as security for, the Tender and Support Agreement, dated as of the date
\nhereof, among Parent, Armstrong Acquisition Corp., a wholly-owned subsidiary of
\nParent (“Purchaser”<\/em><\/strong>), and the Stockholder (the
\n“Support Agreement”<\/em><\/strong>), and is granted in consideration
\nof Parent and Purchaser entering into the Agreement and Plan of Merger, dated as
\nof the date hereof, among Parent, Purchaser and the Company (as it may be
\namended from time to time, the “Merger Agreement”<\/em><\/strong>).
\nThis proxy will terminate on the Proxy Expiration Date (as defined in the
\nSupport Agreement). Capitalized terms not defined in this Proxy or in the
\nSupport Agreement shall have the respective meanings assigned to those terms in
\nthe Merger Agreement.<\/p>\n

The attorneys and proxies named above will be empowered, and may exercise
\nthis proxy, to vote the Shares at any time until (and including) the Proxy
\nExpiration Date at any meeting of the stockholders of the Company, however
\ncalled, and in connection with any action by written consent of stockholders of
\nthe Company:<\/p>\n

(i) in favor of (A) the merger contemplated by the Merger Agreement (the
\n“Merger”<\/em><\/strong>), the execution and delivery by the Company
\nof the Merger Agreement and the adoption and approval of the Merger Agreement
\nand the terms thereof, (B) each of the other Transactions and (C) any action in
\nfurtherance of any of the foregoing;<\/p>\n

(ii) against any action or agreement that would result in a breach of any
\nrepresentation, warranty, covenant or obligation of the Company in the Merger
\nAgreement; and<\/p>\n

(iii) against the following actions (other than the Merger and the other
\nTransactions): (A) any Acquisition Proposal; (B) any amendment to the Company’s
\ncertificate of incorporation or bylaws; (C) any material change in the
\ncapitalization of the Company or the Company’s corporate structure; and (D) any
\nother action which is intended to impede, interfere with, delay, postpone,
\ndiscourage or adversely affect the Merger or any of the other Transactions or
\nthis Support Agreement.<\/p>\n

The Stockholder may vote the Shares on all other matters not referred to in
\nthis proxy, and the attorneys and proxies named above may not exercise this
\nproxy with respect to such other matters.<\/p>\n

This proxy shall be binding upon the heirs, estate, executors, personal
\nrepresentatives, successors and assigns of the Stockholder (including any
\ntransferee of any of the Shares).<\/p>\n

A-1<\/p>\n

\n

If any term or provision of this proxy is invalid, illegal or incapable of
\nbeing enforced by rule of law or public policy, all other conditions and
\nprovisions of this proxy shall nevertheless remain in full force and effect so
\nlong as the economic or legal substance of the transactions contemplated by this
\nproxy is not affected in any manner adverse to any party. Upon such
\ndetermination that any term or other provision is invalid, illegal or incapable
\nof being enforced, Parent and Stockholder shall negotiate in good faith to
\nmodify this proxy so as to effect their original intent as closely as possible
\nin an acceptable manner to the end that the transactions are fulfilled to the
\nextent possible.<\/p>\n

Dated: January 25, 2012<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

S<\/strong>TOCKHOLDER<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Signature<\/p>\n<\/td>\n<\/tr>\n

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

Printed Name<\/p>\n<\/td>\n<\/tr>\n

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

Number of shares of common stock of the Company owned of record as of the
\ndate of this proxy:<\/p>\n<\/td>\n<\/tr>\n

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

A-2<\/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":[9622,9626],"class_list":["post-43765","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__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43765","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=43765"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43765"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43765"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43765"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}