S-3MEF

As filed with the Securities and Exchange Commission on November 10, 2010

 REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MICROMET, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	52-2243564
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6707 Democracy Blvd., Suite 505

Bethesda, Maryland 20817

(240) 752-1420

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Barclay A. Phillips

Senior Vice President and Chief Financial Officer

Micromet, Inc.

6707 Democracy Blvd., Suite 505

Bethesda, Maryland 20817

(240) 752-1420

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Matthias Alder Senior Vice President, General Counsel and Corporate Secretary Micromet, Inc. 6707 Democracy Blvd., Suite 505 Bethesda, Maryland 20817 (240) 752-1420 Darren K. DeStefano Brian F. Leaf Cooley LLP One Freedom Square, Reston Town Center 11951 Freedom Drive Reston, Virginia 20190-5656 (703) 456-8000

Approximate date of commencement of proposed sale to public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to a dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x  File No. 333-162541

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(3)	Amount of Registration Fee(4)
Common Stock, $0.00004 par value per share (2)	$13,900,000	$991.07

(1)Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. This registration statement registers an indeterminate number of shares of common stock that the Registrant as may sell from time to time.

(2)Includes associated Series A Junior Participating Preferred Stock Purchase Rights.

(3)The $13,900,000 aggregate amount being registered is in addition to the $150,000,000 aggregate amount originally registered, of which $69,500,000 remains available for issuance, under the Registrant’s Registration Statement on Form S-3 (File No. 333-162541).

(4) This entire amount is being paid herewith.

This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE

This Registration Statement relates to the Registrant’s prior registration statement on Form S-3 (File No. 333-162541) which was declared effective by the Securities and Exchange Commission on November 2, 2009 (the “Prior Registration Statement”), and is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both as promulgated under the Securities Act of 1933, as amended, for the sole purpose of increasing the dollar amount of securities registered under the Prior Registration Statement by $13,900,000.   The contents of the Prior Registration Statement, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated herein by reference in their entirety.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on November 10, 2010.

MICROMET, INC.
By:	/s/ Barclay A. Phillips
	Barclay A. Phillips
	Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*                  David F. Hale	Chairman of the Board of Directors and Director	November 10, 2010
*                  Christian Itin	President, Chief Executive Officer and Director (Principal Executive Officer)	November 10, 2010
/s/ Barclay A. Phillips Barclay A. Phillips	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 10, 2010
*                  Jerry C. Benjamin	Director	November 10, 2010
*                  John E. Berriman	Director	November 10, 2010
*                  Michael G. Carter	Director	November 10, 2010
*                 Peter Johann	Director	November 10, 2010
*                 Joseph P. Slattery	Director	November 10, 2010
*                 Kapil Dhingra	Director	November 10, 2010

II-2

* By:/s/ Barclay A. Phillips                                                      

Barclay A. Phillips

Attorney-in-fact

II-3

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Cooley LLP
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Ernst & Young GmbH WPG, Independent Registered Public Accounting Firm
23.3	Consent of Cooley LLP (included in Exhibit 5.1)
24.1	Power of Attorney (1)

______________

(1) Previously filed on the signature page to Registrant’s registration statement on Form S-3 (File No. 333-162541), filed with the Commission on October 16, 2009 and incorporated herein by reference.

EX-5.1

EXHIBIT 5.1

Darren K. DeStefano

(703) 456-8034

ddestefano@cooley.com

November 10, 2010

Micromet, Inc.

6707 Democracy Blvd., Suite 505

Bethesda, MD 20817

Ladies and Gentlemen:

We have acted as counsel to Micromet, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of $13,900,000 of common stock, par value $0.00004 per share, of the Company (the “Common Stock” or the “Securities”) on a Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement incorporates by reference the Company’s Registration Statement on Form S-3 (No. 333-162541), filed with the Commission on October 16, 2009 and declared effective on November 2, 2009 (the “Prior Registration Statement”).  The Company has provided us with a prospectus (the “Prospectus”) which forms part of the Prior Registration Statement.  The Prospectus provides that it will be supplemented in the future by one or more prospectus supplements (each, a “Prospectus Supplement”).

In connection with this opinion, we have examined and relied upon the originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents. We have also assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock is authorized and reserved or available for issuance and that the consideration for the issuance and sale of such shares of Common Stock is not less than the par value of the Common Stock.

Our opinion herein is expressed solely with respect to the federal laws of the United States and the Delaware General Corporation Law. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656  T: (703) 456-8000  F: (703) 456-8100  WWW.COOLEY.COM

Micromet, Inc.

November 10, 2010

Page Two

On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:

Provided that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the issuance of the Common Stock has been duly authorized by all necessary corporate action on the part of the Company; (iii) the issuance and sale of the Common Stock do not violate any applicable law, are in conformity with the Company’s then operative certificate of incorporation and bylaws, as amended, do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iv) the certificates for the Common Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, then the Common Stock, when issued and sold as contemplated in the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and in accordance with any applicable duly authorized, executed and delivered purchase, underwriting or similar agreement, will be duly authorized, validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus and any Prospectus Supplement included in the Registration Statement.

Very truly yours,

Cooley LLP

By:   /s/ Darren K. DeStefano

 Darren K. DeStefano

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656  T: (703) 456-8000  F: (703) 456-8100  WWW.COOLEY.COM

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent in this Registration Statement (Form S-3) and related Prospectus for the registration of $13,900,000 of its common stock to the incorporation by reference therein of our reports dated March 4, 2010, with respect to the consolidated financial statements of Micromet, Inc., and the effectiveness of internal control over financial reporting of Micromet, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

McLean, Virginia

November 10, 2010

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (Form S-3) of our report dated March 13, 2008, with respect to the consolidated financial statements of Micromet, Inc. as of December 31, 2007 and for the year then ended, included in its Annual Report (Form 10-K) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young GmbH WPG

Ernst & Young GmbH WPG formerly known as

Ernst & Young AG WPG and

Ernst & Young Deutsche Allgemeine Treuhand AG WPG

Munich, Germany

November 10, 2010