Execution Version

OPEN MARKET SALE AGREEMENTSM

New York, New York 10022

Ladies and Gentlemen:

Affimed N.V., a company

incorporated under the laws of the Netherlands (the Company ), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the

Agent ), shares of the Company s common shares, par value 0.01 per share (the Common Shares ), having an aggregate offering price of up to $50,000,000 on the terms set forth in this

agreement (this Agreement ).

Section 1. DEFINITIONS

(d) Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined

shall have the following respective meanings:

Affiliate of a Person means another Person that directly or indirectly,

through one or more intermediaries, controls, is controlled by, or is under common control with, such first- mentioned Person. The term control (including the terms controlling, controlled by and under

common control with ) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Agency Period means the period commencing on the date of this Agreement and expiring on the earliest to occur of

(x) the date on which the Agent shall have placed the Maximum Program Amount pursuant to this Agreement and (y) the date this Agreement is terminated pursuant to Section 7.

Commission means the U.S. Securities and Exchange Commission.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission

Floor Price means the minimum price set by the Company in the Issuance Notice below which the Agent shall

not sell Shares during the applicable period set forth in the Issuance Notice, which may be adjusted by the Company at any time during the period set forth in the Issuance Notice by delivering written notice of such change to the Agent and which in

no event shall be less than $1.00 without the prior written consent of the Agent, which may be withheld in the Agent s sole discretion.

Issuance Amount means the aggregate Sales Price of the Shares to be sold

by the Agent pursuant to any Issuance Notice.

Issuance Notice means a written notice delivered to the Agent by the

Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer or Chief Financial Officer.

Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to

Issuance Price means the Sales Price less the Selling

Maximum Program Amount means Common Shares with an aggregate Sales Price of the lesser of (a) the

number or dollar amount of Common Shares registered under the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) the number of authorized but unissued Common Shares (less Common Shares issuable

upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company s authorized capital stock), (c) the number or dollar amount of Common Shares permitted to be sold under Form F-3 (including General Instruction I.B.6 thereof, if applicable), or (d) the number or dollar amount of Common Shares for which the Company has filed a Prospectus (defined below).

Person means an individual or a corporation, partnership, limited liability company, trust, incorporated or unincorporated

association, joint venture, joint stock company, governmental authority or other entity of any kind.

means The Nasdaq Global Market or such other national securities exchange on which the Common Shares, including any Shares, are then listed.

Sales Price means the actual sale execution price of each Share placed by the Agent pursuant to this Agreement.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

Selling Commission means three percent (3%) of the gross proceeds of Shares sold pursuant to this Agreement, or as

otherwise agreed between the Company and the Agent with respect to any Shares sold pursuant to this Agreement.

Date means the second business day following each Trading Day during the period set forth in the Issuance Notice on which Shares are sold pursuant to this Agreement, when the Agent shall deliver to the Company the aggregate Issuance Price

received on the Shares sold on such Trading Day and, following receipt thereof, the Company shall deliver to the Agent the amount of Shares sold on such Trading Day.

Shares shall mean the Company s Common Shares issued or issuable

pursuant to this Agreement.

Trading Day means any day on which the Principal Market is open for trading.

Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to, and agrees with, the Agent that as of (1) the date of this Agreement, (2) each Issuance

Notice Date, (3) each Settlement Date, (4) each Representation Date (as defined in Section 4(l) of this Agreement) and (5) as of each Time of Sale, except as may be disclosed in the Prospectus (including any documents

incorporated by reference therein and any supplements thereto) on or before each such date:

with Registration Requirements. The Company has prepared and filed with the Commission a shelf registration statement on Form F-3 (Registration

No. 333-227933) that contains a base prospectus (the Base Prospectus ). Such registration statement registers the issuance and sale by the Company of the Shares under the

Securities Act. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the

context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents

incorporated or deemed to be incorporated therein by reference pursuant to Item 6 of Form F-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the

Registration Statement, and the prospectus constituting a part of such registration statement(s), together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating

to a particular issuance of the Shares, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 6 of Form F-3 under the Securities Act, in each case, as from

time to time amended or supplemented, is referred to herein as the Prospectus, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Shares that is not

required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term Prospectus shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. The

Registration Statement at the time it originally became effective is herein called the Original Registration Statement. As used in this Agreement, the terms amendment or supplement when applied to

the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.

All references in this Agreement to financial statements and schedules and other information which is contained,

included or stated in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is

deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to

amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or

otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date.

The Registration Statement has become effective under the Securities Act. The Company has

complied, to the Commission s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and, to the knowledge of

the Company, no proceedings for such purpose have been instituted, are pending or are contemplated or threatened by the Commission. At the time the Company s most recent Annual Report on Form 20-F (the

Annual Report ) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form F-3 under the Securities Act.

(b) Disclosure. The Prospectus when filed

complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Commission s Electronic Data Gathering Analysis and Retrieval system ( EDGAR ), was identical (except as

may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Agent for use in connection with the offer and sale of the Shares. Each of the Registration Statement and any

post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus (including any Prospectus wrapper), as of its date, did not, and as of each of the Settlement Dates, will not, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two

immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity

with written information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information consists of the Agent s Information. There are no contracts

or other documents required to be described in the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

(c) Offering Materials Furnished to the Agent. The Company has delivered to the Agent one complete copy of the

Registration Statement and a copy of each consent and certificate of experts filed as a part thereof.

Writing Prospectuses; Not an Ineligible Issuer. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an ineligible issuer in connection with the

offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in

accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to

by the Company complies or will comply in all material respects with the requirements of Rule 433 under the

Securities Act, including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times

through the completion of the public offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus and

not superseded or modified.

(e) Distribution of Offering Material By the Company. Prior to the completion

of the Agent s distribution of the Shares, the Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectus or any free

writing prospectus reviewed and consented to by the Agent.

(f) The Sales Agreement. This Agreement has been

duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except

as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(g) Authorization of the Shares. The Shares to be sold by the Agent, acting as agent and/or principal for

the Company, have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and

nonassessable. The issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares which have not been duly excluded, waived or satisfied.

(h) No Applicable Registration or Other Similar Rights. Except as described in the Registration Statement

and the Prospectus, there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such

rights as have been duly withdrawn or waived.

(i) No Material Adverse Change. Except as otherwise disclosed

in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (i) there has been no material adverse change, or any development that could

reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, liabilities, prospects or the ability of the Company to consummate the

transactions hereunder whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity, (any such change being referred to herein as a Material Adverse

Change ); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business