FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 27th, 2012 • Micromet, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 25, 2012, by and among Amgen Inc., a Delaware corporation (“Parent”), Armstrong Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”).
Re: Amendment to Executive Employment AgreementExecutive Employment Agreement • January 27th, 2012 • Micromet, Inc. • Biological products, (no disgnostic substances)
Reference is made to the agreement and plan of merger (the “Merger Agreement”) made and entered into as of January 25, 2012, by and among Amgen Inc. (“Parent”), Armstrong Acquisition Corp., a wholly owned subsidiary of Parent (“Purchaser”), and Micromet, Inc. (the “Company”), pursuant to which Purchaser will be merged with and into the Company, with the Company as the surviving corporation and a subsidiary of Parent (the “Merger”). This letter agreement (this “Letter Agreement”) amends your employment agreement between you and the Company, dated as of May 6, 2011 (your “Employment Agreement”) to effect certain changes to the terms of your employment after the consummation of the Merger (the “Effective Time”). This Letter Agreement and the terms herein will become effective on the date on which the Effective Time occurs (the “Amendment Effective Date”) as set forth in paragraph 9 below. Any capitalized terms not defined herein will have the meanings set forth in your Employment Agreemen
Re: Amendment to Executive Employment AgreementExecutive Employment Agreement • January 27th, 2012 • Micromet, Inc. • Biological products, (no disgnostic substances)
Reference is made to the agreement and plan of merger (the “Merger Agreement”) to be made and entered into as of January 25, 2012, by and among Amgen Inc. (“Parent”), Armstrong Acquisition Corp., a wholly owned subsidiary of Parent (“Purchaser”), and Micromet, Inc. (the “Company”), pursuant to which Purchaser will be merged with and into the Company, with the Company as the surviving corporation and a subsidiary of Parent (the “Merger”). This letter agreement (this “Letter Agreement”) amends your employment agreement between you and the Company, dated as of May 6, 2011 (your “Employment Agreement”) to effect certain changes to the terms of your employment after the consummation of the Merger (the “Effective Time”). This Letter Agreement and the terms herein will become effective on the date on which the Effective Time occurs (the “Amendment Effective Date”) as set forth in paragraph 8 below. Any capitalized terms not defined herein will have the meanings set forth in your Employment Ag
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 27th, 2012 • Micromet, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to Rights Agreement (the “Amendment”), dated as of January 25, 2012, to the Rights Agreement (as amended from time to time, including that certain First Amendment to Rights Agreement dated March 17, 2006, the “Rights Agreement”), dated as of November 3, 2004, between Micromet, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (as successor rights agent to Mellon Investor Services LLC) (the “Rights Agent”), is being executed at the direction of the Company.
