GPC BIOTECH AG and THE BANK OF NEW YORK As Depositary and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2004Deposit Agreement • June 9th, 2004 • GPC Biotech Ag • New York
DEPOSIT AGREEMENT dated as of , 2004 among GPC BIOTECH AG, incorporated under the laws of Germany (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
SERVICE AGREEMENT between GPC Biotech AG Fraunhofer Str. 20 82152 Martinsried (hereinafter “Company”) and Dr. Sebastian Meier-Ewert Ringstrasse 22A D-82538 Gelting (hereinafter “Management Board Member”) ResponsibilitiesService Agreement • June 9th, 2004 • GPC Biotech Ag
49 89 8565 2600 tel. + 49 89 8565 2610 faxService Agreement • June 9th, 2004 • GPC Biotech Ag
The Service Agreement of November 16, 2001 between GPC Biotech AG, Fraunhoferstr. 20, 82152 Martinsried/Planegg (hereinafter “Company”) and Dr. Elmar Maier, Starnberger Strasse 101b, 82069 Hohenschäftlarn (hereinafter “Management Board Member”) is hereby amended with immediate effect pursuant to § 15, Para. 1.
49 89 8565 2600 tel. + 49 89 8565 2610 faxService Agreement • June 9th, 2004 • GPC Biotech Ag
CO-DEVELOPMENT AND LICENSE AGREEMENT between NEOTHERAPEUTICS, INC. and GPC BIOTECH AG Dated as of September 30, 2002Co-Development and License Agreement • June 9th, 2004 • GPC Biotech Ag • Massachusetts
This CO-DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), dated as of September 30, 2002, is between Neotherapeutics, Inc., a company duly organized and existing under the laws of Delaware and having offices at 157 Technology Drive, Irvine, California, USA for and on behalf of itself and its Affiliates (“NEOTHERAPEUTICS”), and GPC Biotech AG, a company duly organized and existing under the laws of the Federal Republic of Germany and having offices at Fraunhoferstrasse 20, D-82152 Martinsried/Munich Germany, for and on behalf of itself and its Affiliates (together with its Affiliates, “GPC”).
Dated , 2004 Form of GPC BIOTECH AG – and – GOLDMAN, SACHS & Co. oHG – and – LEHMAN BROTHERS INTERNATIONAL (Europe) – and – WESTLB AG – and – PACIFIC GROWTH EQUITIES, LLCAgreement to Offer Shares for Subscription to Shareholders and for Sale to Other Investors • June 9th, 2004 • GPC Biotech Ag
AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT AND MARKETING AGREEMENT Between MITOTIX, INC. and THE DUPONT MERCK PHARMACEUTICAL COMPANY dated as of June 2, 1997Collaborative Research, Development and Marketing Agreement • June 9th, 2004 • GPC Biotech Ag • Delaware
THIS AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT AND MARKETING AGREEMENT dated as of June 2, 1997 (the “Agreement”) is made between MITOTIX, INC., a Delaware corporation having its principal place of business at One Kendall Square, Building 600, Cambridge, Massachusetts 02139 (“Mitotix”), and THE DUPONT MERCK PHARMACEUTICAL COMPANY, a Delaware general partnership having its principal place of business at 974 Centre Road, Wilmington, Delaware 19807 (“DuPont Merck”).
AMENDMENT NO. 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag
This Amendment No. 1 (the “Amendment”) dated as of June 30, 2002 (the “Amendment Date”) between BYK GULDEN LOMBERG CHEMISCHE FABRIK GMBH, with offices at Byk-Gulden-Strasse 2, D-78467 Konstanz, Germany (“BG”) and GPC BIOTECH AG, including its Affiliates, with offices at Fraunhoferstrasse 20, D-82152 Martinsried/Munich, Germany (“GPC”) amends the Collaboration and License Agreement (the “Collaboration and License Agreement”) dated as of November 1, 2001 between GPC and BG.
AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag • Massachusetts
This Amendment to Collaboration and License Agreement (hereinafter the “Amendment”), dated as of December 4, 2000 (the “Effective Date”), is made by and between GPC Biotech AG (formerly GPC AG-GENOME PHARMACEUTICALS CORPORATION), a German stock corporation having its principal place of business at Fraunhofer Strasse 20, 85152 Martinsried, Munich, Germany (“GPC”), and MORPHOSYS AG, a German stock corporation with its principal place of business at Lena-Christ-Str. 48, 82152 Martinsried, Munich, Germany (“MORPHOSYS”). MORPHOSYS and GPC are each hereafter referred to individually as a “Party” and together as the “Parties.”
SERVICE AGREEMENT between GPC Biotech AG Fraunhoferstrasse. 20 82152 Martinsried (hereinafter “Company”) and Dr. Bernd Robert Seizinger Gabriel-Max- Strasse 26 81545 Munich (hereinafter “Chief Executive Officer”) ResponsibilitiesService Agreement • June 9th, 2004 • GPC Biotech Ag
AMENDMENT NO. 1 TO AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT AND MARKETING AGREEMENT BETWEEN MITOTIX, INC. AND DUPONT PHARMACEUTICALS COMPANYCollaborative Research, Development and Marketing Agreement • June 9th, 2004 • GPC Biotech Ag
This Amendment No. 1, effective April 3, 2000 (the “Effective Date”) is made to the Collaborative Research, Development and Marketing Agreement dated as of December 6, 1995, as amended and restated as of June 2, 1997 (the “Agreement”) between Mitotix, Inc., a Delaware corporation having its principal place of business at One Kendall Square, Building 600, Cambridge, Massachusetts 02139 (“Mitotix”) and DuPont Pharmaceuticals Company, a Delaware general partnership having its principal place of business at 974 Centre Road, Wilmington, Delaware 19807 (“DPC”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT AND MARKETING AGREEMENT BETWEEN MITOTIX, INC. AND DUPONT PHARMACEUTICALS COMPANYCollaborative Research, Development and Marketing Agreement • June 9th, 2004 • GPC Biotech Ag
This Amendment No. 2, effective July 30, 2000 (the “Effective Date”) is an amendment to the Collaborative Research, Development and Marketing Agreement dated as of December 6, 1995, as amended and restated as of June 2, 1997, and as amended by Amendment No. 1 effective April 3, 2000 (collectively the “Agreement”) between GPC Biotech Inc. (formerly Mitotix, Inc.), a Delaware corporation having its principal place of business at One Kendall Square, Building 600, Cambridge, Massachusetts 02139 (“GPC”) and DuPont Pharmaceuticals Company, a Delaware general partnership having its principal place of business at 974 Centre Road, Wilmington, Delaware 19807 (“DPC”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag
*** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
SECOND AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag
This Second Amendment to the Collaboration and License Agreement (hereinafter the “Second Amendment”), dated as of February 23, 2004 (the “Effective Date”), is made by and between GPC Biotech AG (formerly GPC AG-GENOME PHARMACEUTICALS CORPORATION), a German stock corporation having its principal place of business at Fraunhofer Strasse 20, 82152 Planegg/Martinsried, Germany (“GPC”), and MORPHOSYS AG, a German stock corporation with its principal place of business at Lena-Christ-Str. 48, 82152 Planegg/Martinsried, Germany (“MORPHOSYS”). MORPHOSYS and GPC are each hereafter referred to individually as a “Party” and together as the “Parties.”
GPC Biotech AG Martinsried / Planegg (incorporated in the Federal Republic of Germany) Global Offering of up to 7,460,000 Ordinary Bearer Shares with No Par Value (with an over-allotment option of up to a further 1,119,000 shares) UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2004 • GPC Biotech Ag
AMENDMENT NO. 3 TO AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT AND MARKETING AGREEMENT BETWEEN MITOTIX, INC. AND DUPONT PHARMACEUTICALS COMPANYCollaborative Research, Development and Marketing Agreement • June 9th, 2004 • GPC Biotech Ag
This Amendment No. 3, effective October 1, 2000 (the “Effective Date”) is an amendment to the Collaborative Research, Development and Marketing Agreement dated as of December 6, 1995, as amended and restated as of June 2, 1997, and as amended by Amendment No. 1 effective April 3, 2000, and as amended by Amendment No. 2 effective July 30, 2000 (collectively the “Agreement”) between GPC Biotech Inc. (formerly Mitotix, Inc.), a Delaware corporation having its principal place of business at One Kendall Square, Building 600, Cambridge, Massachusetts 02139 (“GPC”) and DuPont Pharmaceuticals Company, a Delaware general partnership having its principal place of business at 974 Centre Road, Wilmington, Delaware 19807 (“DPC”).
3-HYBRID COLLABORATION AND LICENSE AGREEMENT3-Hybrid Collaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag
THIS 3-HYBRID-COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of the “Effective Date” (as hereinafter defined) by and between ALTANA PHARMA AG, with offices at Byk-Gulden-Strasse 2, D-78467 Konstanz, Germany (“ALTANA Pharma”) and the ALTANA RESEARCH INSTITUTE, a wholly-owned subsidiary of ALTANA PHARMA AG, with offices at 610 Lincoln Street, Waltham, MA 02451 (“ARI”)(ALTANA Pharma and ARI collectively referred to as “ALTANA”) and GPC BIOTECH AG, with offices at Fraunhoferstrasse 20, D-82152 Martinsried/Munich, Germany (“GPC AG”) and GPC BIOTECH INC; with offices at 610 Lincoln Ave., Waltham, MA 02451 (“GPC INC”) (GPC AG and GPC INC collectively referred to as “GPC”). Each of ALTANA and GPC may be referred to herein as a “Party,” or, collectively, as the “Parties.”
AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag
This Amendment No. 2 (the “Amendment”) dated as of January 31, 2003 (the “Amendment Date”) between ALTANA PHARMA AG (formerly BYK GULDEN LOMBERG CHEMISCHE FABRIK GMBH), with offices at Byk-Gulden-Strasse 2, D-78467 Konstanz, Germany (“ALTANA”) and GPC BIOTECH AG, including its Affiliates, with offices at Fraunhoferstrasse 20, D-82152 Martinsried/Munich, Germany (“GPC”) amends the Collaboration and License Agreement (the “Collaboration and License Agreement”) dated as of November 1, 2001 between GPC and ALTANA.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • June 9th, 2004 • GPC Biotech Ag • Delaware
This Collaboration and License Agreement (“Agreement”) is made effective as of April 15, 1999 (“Effective Date”) by and between GPCAG-GENOME PHARMACEUTICALS CORPORATION, a German stock corporation having its principal place of business at Fraunhofer Strasse 20, 82152 Martinsried, Munich, Germany (“GPC”), and MORPHOSYS AG, a German stock corporation with its principal place of business at Am Klopferspitz 19, 82152 Martinsried, Munich, Germany (“MORPHOSYS”). MORPHOSYS and GPC are each hereafter referred to individually as a “Party” and together as the “Parties”.
49 89 8565 2600 tel. + 49 89 8565 2610 faxService Agreement • June 9th, 2004 • GPC Biotech Ag
The Service Agreement of November 16, 2001 between GPC Biotech AG, Fraunhoferstr. 20, 82152 Martinsried/Planegg (hereinafter “Company”) and Dr. Sebastian Meier-Ewert, Ringstrasse 22a, 82538 Gelting (hereinafter “Management Board Member”) is hereby amended with immediate effect pursuant to § 15, Para. 1.
Amendment No. To amended and Restated Collaborative Research, Development and Marketing Agreement Between Mitotix, Inc. and Bristol-Myers Squibb Pharma CompanyCollaborative Research, Development and Marketing Agreement • June 9th, 2004 • GPC Biotech Ag
This Amendment No. 4, effective December 28, 2000 (the “Effective Date”) is an amendment to the Collaborative Research, Development and Marketing Agreement dated as of December 6, 1995, as amended and restated as of June 2, 1997, and as amended by Amendment No. 1 effective April 3, 2000, and as amended by Amendment No. 2 effective July 30, 2000, and as amended by Amendment No. 3 effective October 1, 2000 (collectively the “Agreement”) between GPC Biotech Inc. (formerly Mitotix, Inc.), a Delaware corporation having its principal place of business at 610 Lincoln Street, Waltham, Massachusetts, 02451 (“GPC”) and Bristol-Myers Squibb Pharma Company (successor to and formerly known as DuPont Pharmaceuticals Company), a Delaware general partnership having its principal place of business at 974 Centre Road, Wilmington, Delaware 19805 (“DPC”).
Transfer AgreementTransfer Agreement • June 9th, 2004 • GPC Biotech Ag
Credit Suisse First Boston International, a company organised under the laws of England, One Cabot Square, London E14 4QJ, United Kingdom
