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VIA
FACSIMILE AND EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn
Mr. Jeffrey Riedler
Re:
Micromet,
Inc.
Registration Statement on Form S-3
Registration
No. 333-137268
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Micromet,
Inc.
6707
Democracy Blvd.
Suite
505
Bethesda,
Maryland 20817
Phone:
(240) 752-1420
Fax:
(240) 752-1425
E-mail:info@micromet-inc.com
Internet:
www.micromet-inc.com
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December
17, 2008
Ladies
and Gentlemen:
Micromet,
Inc. (the “Company”),
pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, hereby requests that the Securities and Exchange Commission (the “Commission”)
consent to the withdrawal of the Company’s registration statement on Form S-3
(File No. 333-137268), together with all amendments and exhibits thereto (the
“Prior
Kingsbridge Registration Statement”), effective as of the date
hereof. The Company and Kingsbridge Capital Limited (“Kingsbridge”)
have terminated the Common Stock Purchase Agreement, dated as of August 30, 2006
(the “2006
Agreement”), which contemplated the issuance of shares of common stock to
be resold pursuant to the Prior Registration Statement. The Company
and Kingsbridge have entered into a new Common Stock Purchase Agreement, dated
as of December 1, 2008 (the “2008
Agreement”), pursuant to which the Company may issue shares to
Kingsbridge. The resale of the shares issuable to Kingsbridge under
the 2008 Agreement, and the resale of shares of common stock issuable to
Kingsbridge upon the exercise of warrants issued to Kingsbridge in connection
with the 2006 Agreement and the 2008 Agreement, have been registered on a new
registration statement on Form S-3 (File No. 333-155996) (the “New Kingsbridge
Registration Statement”). The New Kingsbridge Registration
Statement was declared effective on the date hereof. No shares of
common stock of the Company have been or will be sold under the Prior
Kingsbridge Registration Statement.
Accordingly,
we request an order granting the withdrawal of the Prior Kingsbridge
Registration Statement to be issued by the Commission as soon as
possible. Please provide a copy of the order granting the withdrawal
of the Prior Kingsbridge Registration Statement to the undersigned via facsimile
at (240) 752-1425, with a copy to Christian E. Plaza of Cooley Godward Kronish,
LLP, the Company’s counsel, via facsimile at (703) 456-8100.
Please be
advised that pursuant to Rule 478, the undersigned has full power and authority
to make this request on behalf of the Company.
If you
have any questions or require further information regarding this application of
withdrawal of the Prior Kingsbridge Registration Statement, please do not
hesitate to call Christian E. Plaza or Brian F. Leaf of Cooley Godward Kronish
LLP at (703) 456-8006 or (703) 456-8053, respectively.
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Sincerely,
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MICROMET,
INC.
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/s/
MATTHIAS ALDER
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Matthias
Alder
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Senior
Vice President, General Counsel
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and
Secretary
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