UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 252, 2012

MICROMET, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	0-50440	52-2243564
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9201 Corporate Boulevard, Suite 400, Rockville, MD

~~Rockville,~~(Address MDof ~~20850~~principal executive offices)

(Address of principal executive offices, including zip code)

(240) 752-1420

Registrant’s telephone number, including area code

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-122 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory 1Note.01 ~~Entry into a Material Definitive Agreement.~~

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Micromet, Inc., a Delaware corporation (the “Company”), on January 26, 2012, the Company is party to an Agreement and Plan of Merger, dated as of January 25, 2012 (the “Merger Agreement”), with Amgen Inc., a Delaware corporation (“Amgen”), and Armstrong Acquisition Corp., a former Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Amgen. Pursuant to the Merger Agreement, on February 2, 2012, Merger Sub commenced a tender offer to acquire all of the outstanding shares of common stock, par value $0.00004 per share, of the Company (“Shares”), for $11.00 per Share, net to the seller in cash without interest and less any applicable withholding taxes (the “Offer Price”) upon the terms and subject to the conditions set forth in the offer to purchase, dated February 2, 2012 (as amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as amended or supplemented, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”).

OnThe ~~January 25,~~Offer ~~2012,~~expired ~~Micromet,~~at ~~Inc.~~12:00 midnight, ~~a Delaware~~New ~~corporation~~York ~~(“Micromet”)~~City time, ~~entered~~at ~~into~~the anend ~~Agreement~~of ~~and~~Thursday, ~~Plan~~March 1, of2012 ~~Merger~~ (the “~~Merger Agreement~~Expiration Date”), ~~with~~as ~~Amgen Inc~~scheduled., aThe ~~Delaware~~depositary ~~corporation~~for ~~(“Amgen”)~~the ~~and~~tender ~~Armstrong Acquisition,~~offer ~~Corp.,~~advised aAmgen ~~Delaware corporation~~ and aMerger ~~wholly~~Sub ~~owned~~that, ~~subsidiary~~as of ~~Amgen~~the ~~(“Purchaser”).~~Expiration ~~The~~Date, ~~board~~a total of ~~directors~~80,025,097 ofShares ~~Micromet~~had ~~has~~been ~~unanimously~~validly ~~(i) determined~~tendered ~~that~~and ~~the~~not ~~Merger~~withdrawn ~~Agreement~~pursuant ~~and~~to the ~~transactions contemplated~~Offer, bywhich ~~the~~tendered Shares ~~Merger~~represent ~~Agreement~~approximately ~~are~~83.95 ~~advisable,~~percent ~~fair~~of ~~to,~~the ~~and~~outstanding inShares. ~~the~~On ~~best~~March 2, ~~interests~~2012, ofMerger ~~Micromet~~Sub ~~and~~accepted ~~its~~for ~~stockholders,~~payment (~~ii) approved~~such ~~and~~time ~~declared~~of ~~advisable~~acceptance ~~the~~for ~~Merger Agreement~~payment, the ~~Offer~~“Acceptance ~~(as defined below~~Time”), ~~the~~all ~~Merger~~such ~~(as~~Shares ~~defined~~validly ~~below)~~tendered and ~~the~~not ~~transactions~~withdrawn ~~contemplated~~pursuant ~~thereby~~to ~~in accordance with~~ the ~~requirements~~Offer ofon ~~Delaware~~or ~~law~~prior ~~and (iii) resolved~~ to ~~recommend that~~ the ~~stockholders~~Expiration ofDate. ~~Micromet~~The ~~accept~~Depositary ~~the~~also ~~Offer~~advised ~~and~~Amgen ~~tender~~that ~~their~~it ~~shares~~received commitments to ~~Purchaser~~tender ~~pursuant~~3,150,586 toadditional Shares under the ~~Offer~~guaranteed ~~(as~~delivery ~~defined below),~~procedures ~~and,~~described toin the ~~extent~~Offer, representing ~~required~~approximately ~~under~~3.31 ~~applicable~~percent ~~law,~~of ~~adopt~~ the ~~Merger~~outstanding ~~Agreement~~Shares.

~~Pursuant~~On toMarch 2, ~~the~~2012, ~~terms~~Amgen ofand ~~the~~ Merger ~~Agreement,~~ ~~and~~Sub onannounced the commencement ~~terms~~of ~~and~~a ~~subject~~subsequent tooffering ~~the~~period, ~~conditions~~which ~~thereof,~~expired ~~among~~at ~~other~~12:00 ~~things~~midnight, ~~Purchaser~~New ~~will~~York ~~commence~~City atime, ~~cash~~at ~~tender~~the ~~offer~~end ~~(the~~of ~~“Offer”)~~Tuesday, toMarch 6, ~~acquire~~2012. ~~all~~The ofdepositary for the ~~outstanding~~offer ~~shares~~advised ofAmgen ~~common~~and ~~stock~~Merger ofSub ~~Micromet~~that, ~~par~~at ~~value $0.00004~~that ~~per~~time, ~~share~~84,684,189 ~~(together~~Shares ~~with~~had ~~the~~been validly ~~associated~~tendered ~~preferred~~and ~~share~~not ~~purchase~~withdrawn ~~rights,~~in the ~~“Shares”),~~initial atoffering aperiod ~~price~~and ofthe ~~$11.00~~subsequent ~~per~~offering ~~share~~period, inwhich ~~cash~~tendered ~~(the~~Shares ~~“Offer~~represent ~~Price”),~~approximately ~~without~~88.34 ~~interest~~percent ~~and~~of ~~less~~the ~~any~~outstanding ~~required withholding taxes~~Shares.

~~Purchaser’s~~On ~~obligation to accept for payment and pay for Shares tendered in the Offer is subject to certain conditions~~March 7, ~~including~~2012, ~~among~~Merger ~~other~~Sub ~~things,~~exercised ~~(i) that~~its ~~there~~option ~~shall not have been validly tendered and not validly withdrawn prior to~~ (the ~~expiration~~“Top-Up ~~date~~Option”) ~~of the Offer that number of Shares that, when added~~ to ~~the~~purchase ~~Shares~~additional ~~then beneficially~~Shares ~~owned~~directly byfrom ~~Amgen~~Micromet ~~and~~for ~~its~~$11.00 ~~Subsidiaries,~~per ~~would~~Share ~~represent~~so ~~one~~that ~~Share~~it ~~more~~held ~~than~~at ~~one-half~~least ~~(1/2)~~ 90% of the ~~sum~~outstanding ~~of (a) all~~ Shares ~~then~~following ~~outstanding~~such ~~plus~~exercise. ~~(b) all~~Following ~~Shares issuable upon~~ the exercise, ~~conversion or exchange~~ of ~~any options, warrants or other rights to acquire Shares then outstanding (other than any Shares issuable pursuant to~~ the Top-Up Option, asAmgen ~~defined~~and ~~below)~~Merger ~~regardless~~Sub ofeffected ~~whether~~a orshort-form ~~not~~merger ~~then~~under ~~vested~~Delaware ~~(the~~law ~~“Minimum~~pursuant ~~Condition”) and (ii) the expiration~~to orwhich ~~termination~~Merger ofSub ~~any~~merged ~~applicable~~with ~~waiting~~and ~~period~~into ~~under~~the ~~any~~Company ~~applicable~~(the ~~antitrust law~~“Merger”), ~~including~~with the ~~Hart-Scott-Rodino~~Company ~~Antitrust~~surviving ~~Improvements Act of 1976,~~ as ~~amended.~~a ~~The~~wholly ~~consummation~~owned subsidiary of ~~the Offer is not subject to any financing condition~~Amgen.

~~Following~~Item the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, if required, receipt of approval by the stockholders of Micromet, Purchaser will merge with and into Micromet, with Micromet surviving as a wholly owned subsidiary of Amgen (the “Merger”)2.01 AtCompletion ~~the effective time~~ of ~~the~~ ~~Merger~~Acquisition ~~(the “Effective Time”), the Shares not purchased pursuant to the Offer (other than shares held by Micromet, Amgen, Purchaser, any subsidiary of Amgen~~ or byDisposition ~~stockholders~~ of Micromet who have perfected their statutory rights of appraisal under Delaware law) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, and less any required withholding taxesAssets. At the Effective Time, each outstanding option to purchase Shares issued pursuant to Micromet’s equity incentive plans (collectively, the “Options”) that is vested will be cashed out for the spread between the Offer Price and the exercise price of the applicable Option. At the Effective Time, each unvested Option will continue to vest in accordance with the existing vesting schedule (subject to a pro rata adjustment to the vesting schedules for partially accelerated vested options) and continued employment requirements, and such Options will cashed out as they vest based on the spread between the Offer Price and the exercise price of such unvested Option. All Options that are still unvested as of December 15, 2012 will vest as of that date and will be cashed out based on the spread between the Offer Price and the exercise price or the applicable Option. Options held by non-employee members of the board of directors of Micromet will be

~~accelerated~~The ~~and,~~information atcontained in the ~~Effective~~Introductory ~~Time~~Note, ~~will~~Item 3.02, beItem 5.01 ~~cashed out for the spread between the Offer Price~~ and ~~the exercise price of the applicable Option~~Item 5.02 ~~Under the terms~~ of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~Amgen shall~~on ~~cause~~Form ~~the~~8-K ~~surviving~~is ~~corporation~~incorporated inby ~~the~~reference ~~Merger~~into tothis ~~assume the outstanding warrants to acquire Shares following the closing of the Merger~~Item 2.01.

~~Pursuant~~Item to3.01 ~~the~~Notice ~~Merger Agreement, Micromet granted to Amgen and Purchaser an option (the “Top-Up Option”) to purchase from Micromet, at a price per Share equal to the Offer Price, the number~~ of ~~newly-issued~~Delisting ~~Shares~~or ~~equal~~Failure to ~~the~~Satisfy lesser of (i) the number of Shares that, when added to the number of Shares owned by Amgen and its subsidiaries at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the number of Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option on a ~~fully~~Continuing ~~diluted~~Listing ~~basis~~Rule or (ii) the aggregate number of Shares that Micromet is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued) at the time of exercise of the Top-Up OptionStandard; ~~provided,~~Transfer ~~however, that the Top-Up Option will not be exercisable unless immediately after such exercise and the issuance~~ of ~~Shares, Amgen and Purchaser will hold, in the aggregate, one Share more than 90% of the then outstanding Shares~~Listing.

~~Following~~As a result of the ~~completion~~consummation of the Offer and the Merger, ifthe ~~Parent~~Company ~~and~~no ~~Purchaser~~longer ~~own~~fulfilled atthe ~~least~~numerical ~~90%~~listing requirements of the NASDAQ ~~then-outstanding~~Stock ~~Shares,~~Market ~~the~~( ~~Merger~~“NASDAQ”) ~~will~~and berequested ~~consummated~~that ~~pursuant~~the toShares ~~the~~be ~~short-form~~withdrawn ~~merger~~from ~~procedures~~listing ~~under Section 253~~on NASDAQ as of the ~~Delaware~~close ~~General~~of ~~Corporation~~market ~~Law~~on March 7, 2012. ~~Following~~The ~~the~~Company ~~completion~~has ofrequested that NASDAQ file with the ~~Offer,~~SEC ifa ~~Parent~~Form ~~and~~25 ~~Purchaser~~Notification of ~~hold~~Removal ~~less~~from ~~than~~Listing ~~90%~~and/or Registration under Section 12(b) of the ~~Shares~~Securities ~~then~~Exchange ~~outstanding~~Act ~~then~~of 1934, as amended (the ~~stockholders~~“Exchange ofAct”), ~~Micromet~~to ~~holding~~delist aand ~~majority~~deregister the Shares. Upon the filing of the ~~outstanding~~Form 25, the Shares ~~must~~will ~~approve~~be ~~the~~delisted ~~Merger~~from ~~and~~NASDAQ. ~~adopt~~The ~~the~~Company ~~Merger~~also ~~Agreement~~intends ~~prior~~ to ~~consummating~~file with the ~~Merger.~~SEC Ina ~~this~~Form ~~event,~~15 ~~Micromet~~under ~~has~~the ~~agreed~~Exchange Act relating to ~~call~~the Shares, which would terminate and ~~convene~~suspend athe ~~stockholder~~Company’s ~~meeting~~reporting toobligations ~~obtain~~under ~~such~~Section 13 ~~approval~~and 15(d) of the Exchange Act, respectively.

~~The~~Item ~~Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature~~3. ~~Until~~02 ~~the~~Unregistered ~~earlier~~Sales of ~~the~~Equity termination of the Merger Agreement and the Effective Time, Micromet has agreed to operate its business and the business of its subsidiaries in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the Merger AgreementSecurities. ~~Micromet has also agreed not to solicit or initiate discussions with any third party regarding acquisition proposals, which include potential licensing and collaboration transactions with Micromet.~~

~~The~~Pursuant to Merger ~~Agreement~~Sub’s ~~also~~exercise ~~includes~~of ~~customary~~the ~~termination~~Top-Up ~~provisions for both Micromet and Purchaser and provides that~~Option, ~~in connection with~~ the ~~termination~~Company ofissued ~~the Merger Agreement under specified circumstances~~15, ~~including to accept~~951,220 ~~and~~Shares ~~enter~~(the ~~into~~“Top-Up aShares”) ~~definitive agreement with respect~~ to, anMerger ~~unsolicited,~~Sub ~~bona~~for ~~fide written proposal made by~~ a ~~third~~purchase ~~party~~price ~~after~~of ~~the~~$11.00 ~~date~~per ofShare ~~the~~and ~~Merger~~an ~~Agreement~~aggregate ~~pursuant~~purchase toprice ~~which~~of ~~such~~$175,463,420. ~~third~~Merger ~~party~~Sub ~~would~~paid ~~acquire 80% or more of~~ the ~~voting~~purchase ~~power~~price orfor the ~~assets~~Top-Up ofShares ~~Micromet~~in ~~and~~full ~~its~~by ~~subsidiaries~~(i) delivery onto ~~a consolidated basis on terms that~~ the ~~board~~Company of ~~directors~~$638.05 ~~of Micromet determines~~ in ~~its~~cash ~~good~~and ~~faith judgment~~ (~~after~~ii) execution ~~consultation with its financial advisors~~ and ~~outside~~delivery ~~legal counsel)~~ to ~~be more favorable to Micromet’s stockholders than~~ the ~~terms~~Company of ~~the~~a ~~Offer~~promissory ~~and~~note ~~the~~in principal ~~Merger~~amount ~~and is reasonably capable~~ of ~~being~~$175,462,781.95 ~~completed~~having on the terms ~~proposed taking~~as ~~into~~set ~~account~~forth ~~all~~in ~~relevant factors. Any such termination of~~ the Merger Agreement. byThe ~~Micromet~~Top-Up ~~is subject to certain conditions~~Shares, ~~including~~when ~~Micromet’s~~added ~~compliance~~to ~~with~~the ~~certain~~Shares ~~procedures~~owned ~~set~~by ~~forth in the~~ Merger ~~Agreement~~Sub ~~and~~at ~~a determination by~~ the ~~board~~time of ~~directors of Micromet that~~ the ~~failure~~exercise ~~to take such actions would constitute a breach~~ of ~~their~~the ~~fiduciary~~Top-Up ~~duties to stockholders under applicable law~~Option, ~~payment~~resulted ofin aMerger ~~$40~~Sub ~~million~~holding ~~fee~~at byleast ~~Micromet~~90% of ~~and~~ the ~~concurrent~~outstanding ~~execution~~Shares offollowing ~~a definitive agreement by Micromet with~~ such ~~third party~~exercise.

~~Tender~~The Company offered and ~~Support~~sold ~~Agreements~~the Top-Up Shares as a private placement pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

~~Concurrently~~The ~~with~~information ~~the~~contained execution and delivery of the Merger Agreement, on January 25, 2012, the executive officers and directors of Micromet and certain affiliated funds each entered into a tender and support agreement (the “Tender and Support Agreements”) with Amgen and Purchaser, pursuant to which each executive officer, director and affiliated fund agreed, among other things, to tender his or its Shares pursuant to the Offer and, if necessary, vote his or its Shares in ~~favor of~~ the ~~adoption~~Introductory ofNote ~~the Merger Agreement~~ and ~~the approval of the Merger. Including Options that are exercisable within 60 days of January~~Item ~~25, 2012, 13~~5.2%01 of ~~the~~this ~~outstanding~~Current ~~Shares~~Report ~~are~~on ~~subject~~Form to8-K ~~the~~is ~~Tender~~incorporated ~~and~~by ~~Support~~reference ~~Agreements.~~into ~~Excluding~~this ~~Options that are exercisable within 60 days of January~~Item ~~25, 2012, 7~~3.~~6% of the outstanding Shares are subject to the Tender and Support Agreements~~02. ~~The Tender and Support Agreements terminate in the event the Merger Agreement is terminated.~~

Amendment to Rights Agreement

Pursuant to the Merger Agreement, Micromet and American Stock Transfer & Trust Company, LLC (“AST”) entered into a Second Amendment to Rights Agreement, dated January 25, 2012 (the “Rights Amendment”), amending the Rights Agreement dated November 3, 2004 between Micromet and AST (as amended, the “Rights Agreement”). The effect of the Rights Amendment is to permit the Offer, the Merger and the other transactions contemplated by the Merger Agreement to occur without triggering any distribution or other adverse event to Amgen under the Rights Agreement. In particular, neither Amgen nor any of their stockholders shall become an Acquiring Person (as defined in the Rights Agreement) as a result of the execution of the Merger Agreement or the consummation of the transactions contemplated thereby.

Amendment to Employment Agreements

On January 25, 2012, Micromet and Amgen entered into an amendment to executive employment agreement with each of Dr. Jan Fagerberg, Senior Vice President – Chief Medical Officer, and Prof. Dr. Patrick A. Baeuerle, Senior Vice President – Chief Scientific Officer. The amendment entered into with Dr. Fagerberg amends that certain employment agreement between Micromet and Dr. Fagerberg, dated as of May 6, 2011, and the amendment entered into with Dr. Baeuerle amends that certain employment agreement between Micromet and Dr. Baeuerle, dated as of May 6, 2011 (collectively, the “Employment Amendments”). The effect of the Employment Amendments is to change certain terms of Dr. Fagerberg’s and Dr. Baeuerle’s employment with Micromet from and after the Effective Time. Neither of the Employment Amendments will become effective until the Effective Time. In addition, each of Dr. Fagerberg and Dr. Baeuerle have agreed that the changes pursuant to their employment contemplated by the Employment Amendments will not constitute “good reason” under their employment agreements.

Under the Employment Amendment with Dr. Fagerberg, following the Effective Time, (i) Dr. Fagerberg’s position and title will be Vice President, Global Development, (ii) Dr. Fagerberg’s base salary will be €275,834, (iii) Dr. Fagerberg’s annual bonus target will be equal to 40% of Dr. Fagerberg’s base salary, (iv) Dr. Fagerberg will be granted 10,000 restricted stock units under Amgen’s equity incentive plan, which will vest fully on the second anniversary of the Effective Time, contingent upon Dr. Fagerberg remaining employed with Micromet through such date, and (v) beginning in 2013, Dr. Fagerberg will be eligible to receive annual long-term incentive equity grants that are determined in accordance with Amgen’s annual grant guidelines.

Under the Employment Amendment with Dr. Baeuerle, following the Effective Time, (i) Dr. Baeuerle’s position and title will be Vice President, Research, (ii) Dr. Baeuerle’s base salary will be

€302,356, (iii) Dr. Baeuerle’s annual bonus target will be equal to 40% of Dr. Baeuerle’s base salary, (iv) Dr. Baeuerle will be granted 10,000 restricted stock units under Amgen’s equity incentive plan, which will vest fully on the second anniversary of the Effective Time, contingent upon Dr. Baeuerle remaining employed with Micromet through such date, (v) beginning in 2013, Dr. Baeuerle will be eligible to receive annual long-term incentive equity grants that are determined in accordance with Amgen’s annual grant guidelines, and (vi) Dr. Baeuerle will be eligible for a $1,000,000 cash retention bonus, which will vest fully on the second anniversary of the Effective Time, contingent upon Dr. Baeuerle remaining employed with Micromet through such date and certain other terms and conditions agreed upon by Dr. Baeuerle and Amgen.

Additional Information

The foregoing descriptions of the Merger Agreement, the Tender and Support Agreements, the Rights Amendment and the Employment Amendments are not complete and are qualified in their entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference, the form of Tender and Support Agreement, which is attached as Exhibit 2.2 to this report and incorporated herein by reference, the Rights Amendment, which is attached as Exhibit 4.1 to this report and incorporated herein by reference, the form of Dr. Fagerberg’s Employment Amendment, which is attached as Exhibit 10.1 to this report and incorporated herein by reference and the form of Dr. Baeuerle’s Employment Amendment, which is attached as Exhibit 10.2 to this report and incorporated herein by reference.

The Merger Agreement, the Tender and Support Agreements and the Rights Amendment, and the foregoing descriptions of each agreement, have been included to provide investors and stockholders with information regarding the terms of each agreement. They are not intended to provide any other factual information about Micromet. The representations, warranties and covenants contained in each agreement were made only as of specified dates for the purposes of such agreements, were solely for the benefit of the parties to such agreements and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in each agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Investors are not third-party beneficiaries under the Merger Agreement, the Tender and Support Agreements or the Rights Amendment. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Item 3.03

Material Modification to Rights of Security Holders.

AsThe ~~described~~information ~~above,~~contained ~~Micromet~~in ~~and AST have entered into~~ the ~~Rights~~Introductory ~~Amendment.~~Note ~~The~~and ~~material terms of this transaction are described in~~ Item 15.01, ~~under the heading~~ of ~~“Amendment~~this toCurrent ~~Rights Agreement”~~Report ~~above~~on ~~and~~Form ~~are~~8-K is incorporated ~~herein~~ by reference into this Item 3.03.

Item 5.0201 ~~Compensatory~~Change ~~Arrangements~~in Control of ~~Certain Officers~~Registrant.

As described in the Introductory Note above, ~~Micromet~~at the Acceptance Time, ~~Amgen~~Merger ~~and~~Sub ~~each~~accepted offor ~~Dr. Fagerberg~~payment ~~and~~all ~~Dr. Baeuerle~~Shares ~~have~~validly ~~entered~~tendered ~~into~~and annot ~~Employment~~validly ~~Amendment.~~withdrawn ~~The~~pursuant ~~material~~to ~~terms~~the ofOffer ~~these~~on ~~transactions~~or ~~are~~prior ~~described~~to inthe ~~Item 1~~Expiration Date.~~01,~~ ~~under~~As a result of the ~~heading~~acceptance of ~~“Amendment~~such toShares, ~~Employment~~a ~~Agreements”~~change ~~above~~in ~~and~~control ~~are~~of ~~incorporated~~the ~~herein~~Company byhas ~~reference~~occurred.

~~Item~~As 8described above, on March 7, 2012, Merger Sub exercised its Top-Up Option and purchased the Top-Up Shares.01 ~~Other~~Following ~~Events~~the exercise of the Top-Up Option, Merger Sub caused the consummation of the Merger in accordance with the terms of the Merger Agreement. Because Merger Sub owned more than 90% of the issued and outstanding Shares following its completion of the Offer and purchase of the Top-Up Shares, Merger Sub was able to effect a short-form merger with the Company without prior notice to, or the approval or consent of, the Company’s stockholders, as permitted by Delaware law. Upon consummation of the Merger, the Company became a wholly owned subsidiary of Amgen. As a result of the Merger, each of the remaining outstanding Shares (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) was converted into the right to receive the same $11.00 in cash per Share, without interest and less any applicable withholding taxes, that was paid in the Offer (the “Merger Consideration”), except for Shares then owned by Amgen, the Company or any of their respective wholly owned subsidiaries, which Shares were cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor. Each of the 1,000 shares of common stock, par value $0.0001, of Merger Sub that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.0001 per share, of the Company, as the surviving corporation of the Merger. The depositary, acting as the paying agent for the Merger, will mail to the remaining former stockholders of the Company materials necessary to exchange their former Shares for such payment. Following the Merger, Amgen owns 1,000 shares of common stock of the Company, representing 100% of the issued and outstanding shares of common stock of the Company.

~~On January 26,~~The ~~2012,~~total ~~Micromet~~amount ~~and~~of ~~Amgen~~funds ~~issued~~required aby ~~joint~~Merger ~~press~~Sub ~~release~~to ~~announcing~~consummate the ~~execution~~Offer ofand purchase all outstanding Shares in the ~~Merger~~Offer ~~Agreement.~~and Ato ~~copy~~provide funding ofin ~~the~~connection ~~press~~with ~~release~~the Merger was ~~previously~~approximately ~~furnished~~$1.16 bybillion, ~~Micromet~~plus onrelated afees ~~Schedule~~and ~~14D-9C,~~expenses. ~~filed~~Amgen provided Merger Sub with sufficient funds to purchase all Shares that were validly tendered in the ~~SEC~~Offer onand ~~January 26, 2012,~~not withdrawn and isto ~~hereby~~pay ~~incorporated~~for the byMerger ~~reference~~Consideration. Amgen provided these funds from its available cash.

The other information required by Item 5.01(a) of Form 8-K is contained in (i) the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with the SEC on February 2, 2012, including the Information Statement comprising Annex I thereto, as subsequently amended and supplemented, and (ii) the Tender Offer Statement on Schedule TO, originally filed by Merger Sub and Amgen with the SEC on February 2, 2012, as subsequently amended and supplemented, and such information is incorporated herein by reference.

The information contained in the Introductory Note, in Item 3.02 and in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on January 26, 2012.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.

On March 2, 2012, pursuant to the terms of the Merger Agreement, upon the Acceptance Time, Amgen became entitled to designate a number of individuals to the Company’s Board of Directors (the “Board”) that constitute at least a majority of the Board. Kapil Dhingra and Christian Itin resigned as directors of the Board and David F. Hale resigned as Chairman of the Board (but not as a director of the Board) effective as of the Acceptance Time on March 2, 2012. In addition, in accordance with the terms of the Merger Agreement, the Board appointed the following designees of Merger Sub to serve as directors of the Company: Robert A. Bradway, Sean E. Harper, Brian McNamee, Jonathan M. Peacock, David J. Scott and Kevin W. Sharer, with Mr. Sharer appointed Chairman of the Board. Information regarding such designees has been previously disclosed in the Information Statement contained in the Schedule 14D-9, which was filed by the Company with the SEC on February 2, 2012 and is incorporated herein by reference.

The disclosure contained in the Introductory Note is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on January 26, 2012.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the effective time of the Merger, which consisted of Jonathan M. Peacock and David J. Scott, remained the only directors of the Company immediately after the effective time of the Merger. In addition, following the effective time of the Merger, Sean E. Harper was appointed as a third director of the Company.

In connection with the Merger, all executive officers of the Company voluntarily resigned from their offices effective as of the effective time of the Merger. At such time, Sean E. Harper was appointed as President and Chief Executive Officer, Jonathan M. Peacock was appointed as Executive Vice President and Chief Financial Officer and David J. Scott was appointed as Senior Vice President and General Counsel and Secretary.

Information about the new directors and executive officers of the Company is contained in Schedule A to the Schedule 14D-9 filed by the Company on February 2, 2012.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the consummation of the Merger, the Company’s Amended and Restated Certificate of Incorporation, as amended, and its Amended and Restated Bylaws were amended and restated in their entirety to be identical to the Certificate of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the consummation of the Merger, except that the name of the surviving corporation set forth therein is “Micromet, Inc.” Copies of the Certificate of Incorporation and Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(dc) Exhibits

2.1		Agreement and Plan of Merger, dated as of January 25, 2012, by and among Micromet, Inc., Amgen Inc. and Armstrong Acquisition Corp.*
ExhibitNo.		Description
2.2		Form of Tender and Support Agreement, dated January 25, 2012, by and among Amgen Inc., Armstrong Acquisition Corp. and certain stockholders of Micromet, Inc.
3.1		Certificate of Incorporation of Micromet, Inc.
4.1		Second Amendment to Rights Agreement, dated as of January 25, 2012, by and between Micromet, Inc. and American Stock Transfer & Trust Company, LLC.
3.2		Bylaws of Micromet, Inc.
10.1		Amendment to Executive Employment Agreement, dated as of January 25, 2012, by and among Micromet, Inc., Amgen Inc. and Dr. Jan Fagerberg.
10.2		Amendment to Executive Employment Agreement, dated as of January 25, 2012, by and among Micromet, Inc., Amgen Inc. and Prof. Dr. Patrick A. Baeuerle.
99.1		Press Release issued January 25, 2012 (incorporated by reference to the Schedule 14D-9C filed by Micromet, Inc. on January 25, 2012).

*SIGNATURES ~~Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Micromet agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.~~

~~Important~~Pursuant ~~Information~~to ~~and~~the ~~Where~~requirements Toof ~~Find~~the ItSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly announced.

The Offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Micromet or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (“SEC”). The offer to purchase shares of


	MICROMET, INC.

Date: March 7, 2012

	By:	/s/ David J. Scott
	Name:	David J. Scott
	Title:	Senior Vice President, General Counsel and Secretary

Micromet common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO and thereafter Micromet will file a Solicitation/Recommendation Statement on Schedule 14D-9. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Purchaser, a wholly owned subsidiary of Amgen formed for the purpose of making the Offer, and Amgen, and the Solicitation/Recommendation Statement will be filed with the SEC by Micromet. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson Inc., the information agent for the Offer, at (888) 877-5360 (toll free).

Safe Harbor for Forward-Looking Statements

Statements in this report that relate to future results and events are forward-looking statements based on Micromet’s current expectations regarding the Offer and other transactions contemplated by the Merger Agreement. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. There can be no assurances that a transaction will be consummated. Other risks, uncertainties and assumptions include the risk that Micromet may not satisfy one or more closing conditions, including because a material adverse event outside the control of Micromet occurs; that the Merger Agreement may be terminated; the impact of the current economic environment; risks related to Micromet’s ongoing development activities and clinical trials; and other risks that are described in Micromet’s most recent Form 10-Q for the quarter ended September 30, 2011. Micromet undertakes no obligation to update these forward-looking statements except to the extent otherwise required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MICROMET, INC.
Dated: January 27, 2012	By:	/s/ Matthias Alder
		Matthias Alder
		Senior Vice President Administration, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.		Description
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of January 25, 2012, by and among Micromet, Inc., Amgen Inc. and Armstrong Acquisition Corp.*
3.1		Certificate of Incorporation of Micromet, Inc.
2.2		Form of Tender and Support Agreement, dated January 25, 2012, by and among Amgen Inc., Armstrong Acquisition Corp. and certain stockholders of Micromet, Inc.
3.2		Bylaws of Micromet, Inc.
4.1		Second Amendment to Rights Agreement, dated as of January 25, 2012, by and between Micromet, Inc. and American Stock Transfer & Trust Company, LLC.
10.1		Amendment to Executive Employment Agreement, dated as of January 25, 2012, by and among Micromet, Inc., Amgen Inc. and Dr. Jan Fagerberg.
10.2		Amendment to Executive Employment Agreement, dated as of January 25, 2012, by and among Micromet, Inc., Amgen Inc. and Prof. Dr. Patrick A. Baeuerle.
99.1		Press Release issued January 25, 2012 (incorporated by reference to the Schedule 14D-9C filed by Micromet, Inc. on January 25, 2012).

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Micromet agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

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