MorphoSys AG Sample Contracts

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Deposit Agreement • December 22nd, 2005 • Morphosys Ag • New York
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Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*
Indenture • November 16th, 2023 • MorphoSys AG • Pharmaceutical preparations • New York

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and

MorphoSys AG, Lena-Christ-Str. 48, 82152 Martinsried/Planegg, Germany Re: Deposit Agreement dated as of ___________, 2006, (the "Deposit Agreement") by and among MorphoSys AG, The Bank of New York, as Depositary, and the Owners and Beneficial Owners...
Deposit Agreement • December 22nd, 2005 • Morphosys Ag

Re: Deposit Agreement dated as of ___________, 2006, (the "Deposit Agreement") by and among MorphoSys AG, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • April 11th, 2018 • MorphoSys AG • Pharmaceutical preparations • New York

This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 27, 2010 (the “Effective Date”) by and between XENCOR, INC., a Delaware corporation with its principal offices at 111 West Lemon Avenue, Monrovia, CA 91016 (“Xencor”), and MORPHOSYS AG, a German corporation with its principal offices at Lena-Christ-Strasse 48, 82152 Martinsried/Planegg, Germany (“MorphoSys”).

AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT
Research and License Agreement • April 16th, 2018 • MorphoSys AG • Pharmaceutical preparations • Pennsylvania

This Amended and Restated Research and License Agreement (“Agreement”) dated as of December 22, 2004, is by and between Centocor, Inc., a Pennsylvania corporation having its principal place of business at 200 Great Valley Parkway, Malvern, Pennsylvania, 19355 (“CENTOCOR”), and MORPHOSYS AG, a German stock corporation with its principal place of business at Lena-Christ-Str. 48, 82152 Martinsried/Planegg, Germany (together with its Affiliates, “MORPHOSYS”), and amends and restates, from and after the date hereof, the Research and License Agreement having an Effective Date of December 29, 2000, as amended by a First Amendment on February 28, 2001, and again by a Second Amendment on April 21, 2003. MORPHOSYS and CENTOCOR are each hereafter referred to individually as a “Party” and together as the “Parties”.

COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • March 18th, 2020 • MorphoSys AG • Pharmaceutical preparations

Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

DELISTING AGREEMENT RELATING TO THE DELISTING OF MORPHOSYS AG
Delisting Agreement • June 20th, 2024 • MorphoSys AG • Pharmaceutical preparations

The Bidder, the Parent and the Company shall herein also individually be referred to as a “Party”, and collectively as the “Parties”.

Lease Agreement concerning Semmelweisstraße 7, Planegg
Lease Agreement • April 11th, 2018 • MorphoSys AG • Pharmaceutical preparations

MorphoSys AG (District Court of Munich, HRB 121023), Lena-Christ-Strasse 48, 82152 Martinsried / Planegg, represented by its Management Board members Dr. Simon Moroney and Jens Holstein,

FIRST AMENDMENT TO THE NON-DISCLOSURE AGREEMENT
Non-Disclosure Agreement • June 16th, 2021 • MorphoSys AG • Pharmaceutical preparations

This First Amendment (“Amendment”) to the Non-Disclosure Agreement, dated November 5, 2020 (“Agreement”) is effective as of the date of the last signature below (the “Amendment Effective Date”), and is made and entered into between:

AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT
Research and License Agreement • March 22nd, 2018 • MorphoSys AG • Pharmaceutical preparations • Pennsylvania

This Amended and Restated Research and License Agreement (“Agreement”) dated as of December 22, 2004, is by and between Centocor, Inc., a Pennsylvania corporation having its principal place of business at 200 Great Valley Parkway, Malvern, Pennsylvania, 19355 (“CENTOCOR”), and MORPHOSYS AG, a German stock corporation with its principal place of business at Lena-Christ-Str. 48, 82152 Martinsried/Planegg, Germany (together with its Affiliates, “MORPHOSYS”), and amends and restates, from and after the date hereof, the Research and License Agreement having an Effective Date of December 29, 2000, as amended by a First Amendment on February 28, 2001, and again by a Second Amendment on April 21, 2003. MORPHOSYS and CENTOCOR are each hereafter referred to individually as a “Party” and together as the “Parties”.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 30th, 2018 • MorphoSys AG • Pharmaceutical preparations • New Jersey

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 23, 2018 (“Effective Date”) is entered into by and among MorphoSys US Inc., a Delaware corporation (the "Company"), and Jennifer Herron ("Employee").

DEVELOPMENT FUNDING BOND PURCHASE AGREEMENT
Development Funding Bond Purchase Agreement • March 16th, 2022 • MorphoSys AG • Pharmaceutical preparations • New York

This DEVELOPMENT FUNDING BOND PURCHASE AGREEMENT, dated as of June 2, 2021 (this “Agreement”), is made and entered into by and between MorphoSys AG, a German stock corporation (Aktiengesellschaft) (the “Guarantor”), and Royalty Pharma USA, Inc., a Delaware corporation (the “Buyer”), and, effective as of its execution of a Joinder at or following the closing of the Merger (as defined below), Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

Re: Non-Disclosure Agreement
Non-Disclosure Agreement • June 16th, 2021 • MorphoSys AG • Pharmaceutical preparations • Delaware

In connection with the consideration of a possible negotiated transaction (a “Possible Transaction”) involving MorphoSys AG, a German stock corporation (Aktiengesellschaft) (collectively, with its subsidiaries, the “Recipient”), and Constellation Pharmaceuticals, Inc., a Delaware corporation (collectively, with its subsidiaries, the “Company”); each of Recipient and the Company is referred to as a “Party” and together as the “Parties”), the Company is prepared to make available to Recipient certain information concerning the Company, including its business, financial condition, operations, strategy, assets and liabilities.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP A DELAWARE LIMITED LIABILITY PARTNERSHIP TAUNUSTURM TAUNUSTOR 1 60310 FRANKFURT AM MAIN ______ Telephone No.: +49 (69) 74220-0 Facsimile No.: +49 (69) 74220-300 www.skadden.com April 9, 2018 MorphoSys AG...
Registration Statement • April 9th, 2018 • MorphoSys AG • Pharmaceutical preparations

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

Intranet Post
Delisting Agreement • June 20th, 2024 • MorphoSys AG • Pharmaceutical preparations

This page is hosted on MorphoSys’ internal intranet, accessible only to MorphoSys employees. This page is available in both English and German.

AMENDMENT AGREEMENT to the Service Agreement dated August 8, 2023 as amended on October 4, 2023 between MorphoSys AG, Semmelweisstr. 7 82152 Planegg (“Company”) and Lucinda Crabtree (“Executive”)
Service Agreement • April 11th, 2024 • MorphoSys AG • Pharmaceutical preparations

With resolution of the Company’s supervisory board, the Executive has been appointed as member of the management board of the Company with effect as of August 8, 2023, until August 7, 2026. On August 8, 2023 and as amended on October 4, 2023, the Company and the Executive have entered into a corresponding service agreement (including its amendments the “Service Agreement”).

Project Woods Business Combination Agreement between Novartis AG and Novartis data42 AG and MorphoSys AG dated February 5, 2024
Business Combination Agreement • February 7th, 2024 • MorphoSys AG • Pharmaceutical preparations
CONFIDENTIAL
Research and License Agreement • April 11th, 2018 • MorphoSys AG • Pharmaceutical preparations
Royalty Purchase Agreement By and Between MorphoSys AG and Royalty Pharma Investments 2019 ICAV Dated as of June 2, 2021
Royalty Purchase Agreement • March 16th, 2022 • MorphoSys AG • Pharmaceutical preparations • New York
Purchase and Sale Agreement By and Between MorphoSys AG and
Purchase and Sale Agreement • March 16th, 2022 • MorphoSys AG • Pharmaceutical preparations • New York

This REVENUE AND PARTICIPATION RIGHTS PURCHASE AND SALE AGREEMENT, dated as of June [_], 2021 (this “Agreement”), is made and entered into by and between Royalty Pharma Investments 2019 ICAV, an Irish collective-asset management vehicle (the “Buyer”), and MorphoSys AG, a German public limited company (the “Company”).

Dr. Elisabeth Thomassen-Wolf MorphoSys AG Manager, Alliance Management Lena- Christ-Str. 48 D-82152 Martinsried/Planegg Germany RE: October 2009 Amendments to Extended Research Licenses under the Amended and Restated Research and License Agreement...
Research Agreement • March 22nd, 2018 • MorphoSys AG • Pharmaceutical preparations

Such amendment shall be effective as of the latest date under signature of this letter. Section 3.11(b) of the Research Agreement and Section 3.10(b) of the Subscription Agreement shall be replaced in their respective entireties by the amended Section 3.11(b) and Section 3.10(b) set forth above.

Email sent by MorphoSys regarding STAT News Article
Takeover Offer Communication • February 7th, 2024 • MorphoSys AG • Pharmaceutical preparations

The STAT News opinion article, published on February 6 and written by Adam Feuerstein, is inaccurate in every material respect.

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MorphoSys.com Investors Page
Business Combination Agreement • June 20th, 2024 • MorphoSys AG • Pharmaceutical preparations

This page is hosted on MorphoSys’ website, MorphoSys.com, in the “Investors” section of the website. This page is available in both English and German.

CONFIDENTIAL
Research and License Agreement • March 22nd, 2018 • MorphoSys AG • Pharmaceutical preparations
MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT
Mutual Confidential Disclosure Agreement • June 16th, 2021 • MorphoSys AG • Pharmaceutical preparations • New York

This Mutual Confidential Disclosure Agreement (the “Agreement”), dated as of the last signature hereof (the “Effective Date”) is by and between Constellation Pharmaceuticals Inc., a Delaware corporation, having an address at 215 First Street, Suite 200, Cambridge, Massachusetts 02142 (“Constellation”) and MorphoSys AG having an address at Semmelweisstr. 7, 82152 Planegg, Germany.

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