Exhibit
10.1


PLACING agreement


Pricing Terms and Closing Arrangements


 


	
  Seller:

  	
  GENPHARM
  INTERNATIONAL INC.

  	
   

  	
  Issuer
  (ticker):

  	
   

  	
  GENMAB
  A/S (GEN DC)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ordinary
  Shares of Issuer (the "Shares"):

  	
  2,500,000

  	
   

  	
  Backstop
  Price:

  	
   

  	
  305 DKK

  
							



 


The Seller appoints Goldman Sachs International
("Goldman Sachs") to act as the
Seller’s agent and Goldman Sachs agrees to procure purchasers of the Shares on
behalf of the Seller or purchase the Shares itself subject to the terms and
conditions set forth in this Agreement.


No later than 5.00pm (London time) on 28 January 2008,
Goldman Sachs shall give notice to the Seller (the “Pricing Notice”) of its good faith determination based on
indications of interest received from potential purchasers of the price per
Share at which all of the Shares can be re-sold (the “Clearing Price”). The price payable to the Seller (the “Aggregate Purchase Price”) shall equal the number of Shares
multiplied by the aggregate of: (A) the Backstop Price; and (B) 75% of the
amount, if any, by which the Clearing Price exceeds DKK 305.61.  The Aggregate Purchase Price shall be payable
in United States dollars using the DKK/USD mid-point exchange rate published on
the World Currency Page on Bloomberg at 8.00am (London time)  on the 29th of January 2008.


Closing will take place at 7.00am (London time) on the
third Copenhagen Stock Exchange trading day following the date on which Goldman
Sachs delivers the Pricing Notice (the “Closing
Time”) by the Seller’s delivery of the Shares to Goldman Sachs as
agent for the purchasers or as principal, as the case may be, against payment
of the Aggregate Purchase Price payable by the Seller.


The Aggregate Purchase Price does not include, and the
Seller is responsible for and shall pay, all transfer taxes, stamp taxes and other
duties legally owed by the Seller upon the sale and delivery of the Shares. The
Seller shall promptly pay or transfer to Goldman Sachs all dividends,
distributions or other rights declared or distributed in respect of the Shares
for which a record date occurs on or after the date of this Agreement.


The Seller acknowledges and agrees that for purposes of client
categorization under the Markets in Financial Instruments Directive the Seller
is qualified as “professional client”.


 


The Seller confirms that the Shares
are admitted to trading on a Regulated Market or Multilateral Trading Facility
(“MTF”) and that it hereby provides express consent to Goldman Sachs to
executing an order outside a Regulated Market or MTF.


The Seller acknowledges receipt of the document
entitled “General Statement of Distribution Principles” and confirms that it
will not claim or allege that Goldman Sachs is liable for the Backstop Price or the Clearing Price being set at a
level that is too high or too low or for any sales of the Shares by investors
to which such Shares are allocated.


Closing Conditions, Representations and Warranties
and Indemnity and Lock Up


 


The parties’ obligations under this Agreement are
subject to the conditions specified in Annex I. The parties make the representations
and warranties in Annex II.


Notices, Confidentiality, Rights of Third Parties,
Governing Law and Counterparts


No statement, notice or waiver under, or amendment to,
this Agreement shall be valid unless it is in writing and, in the case of amendments,
executed by each party. Notices shall be delivered by facsimile as indicated
below. Except to the extent required by applicable law or regulation, this
Agreement and the transactions contemplated by it may not be disclosed to any
third party or otherwise publicly referred to by either party prior to the
Closing Time without the prior written consent of the other party.


This Agreement shall be binding upon, and inure solely
to the benefit of, Goldman Sachs and the Seller and their respective successors
and permitted assigns.


This Agreement shall be governed by and construed in
accordance with English law, and the parties agree that the courts of England
are the most appropriate and convenient courts to hear any dispute under or
arising out of this Agreement and, accordingly, submit to the exclusive
jurisdiction of such courts. This Agreement may be executed by any one or more
of the parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.


 





















 


	
  GOLDMAN SACHS INTERNATIONAL

  	
   

  	
  GENPHARM INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Alexandre Harfouche

  	
   

  	
  By:

  	
  /s/ Christian S. Schade

  
	
   

  	
  Name: Alexandre Harfouche

  	
   

  	
   

  	
  Name: Christian S. Schade

  
	
   

  	
  Title: Executive Director

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
  Date: January 28, 2008

  	
   

  	
   

  	
  Date: January 28, 2008

  
	
   

  	
  Facsimile for Notices: +44 20 7774 1550

  	
   

  	
   

  	
  Facsimile for Notices:

  
	
   

  	
  Attn: Equity Capital Markets

  	
   

  	
   

  	
  Attn:

  
						



 


 


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Annex I


 


Conditions


The obligations of Goldman Sachs under this Agreement are subject to
the conditions set forth below. Goldman Sachs may waive, in its sole
discretion, any of these conditions by written notice to the Seller.


 


Accuracy of Seller’s representations and warranties.  Each of the representations and warranties of
Seller in this Agreement shall have been correct when given or made and shall
remain correct in all material respects as if given and made at the Closing
Time.


 


No force majeure.  None of the following events shall have
occurred since the date of this Agreement: (A) a suspension or material
limitation in trading of the Issuer’s securities or securities generally on the
Copenhagen Stock Exchange; (B) a general moratorium on commercial banking
activities declared by the relevant authorities in the United Kingdom or
Denmark (the “Relevant Countries”)
or a material disruption in commercial banking or securities settlement or
clearance services in any of the Relevant Countries; (C) the outbreak or
escalation of hostilities or another emergency or crisis involving any of the
Relevant Countries or the declaration by any of the Relevant Countries of a
national emergency or war; or (D) the occurrence of any other calamity or
crisis or any change in financial, political or economic conditions or currency
exchange rates or controls in any of the Relevant Countries  or elsewhere, if the effect of any such
event specified in (C) or (D) in the judgment of Goldman Sachs makes it
impracticable or inadvisable to proceed with the transactions contemplated by
this Agreement.


 


In
the event that Seller shall not have delivered the Shares at the Closing Time
as required by this Agreement, or any of the above conditions shall not have
been satisfied (or waived in writing), by or at the Closing Time, Goldman Sachs
may in its sole discretion elect to terminate this Agreement  in which case the Agreement shall cease to
have effect, except for the liability of the Seller arising before or in
relation to such termination and as otherwise provided herein, provided that, if the Seller delivers less than all of the
Shares by or at the Closing Time, Goldman Sachs shall also have the option to
effect the purchase of any number of such Shares as are delivered at the agreed
purchase price per share, but such partial purchase shall not relieve the
Seller from liability for its default with respect to the Shares not purchased.


 


The obligations of the Seller under this Agreement are subject to the
conditions set forth below. The Seller may waive, in its sole discretion, any
of these conditions by written notice to Goldman Sachs.


 


Accuracy of Goldman Sachs’ representations and
warranties.  Each of
the representations and warranties of Goldman Sachs in this Agreement shall
have been correct when given or made and shall remain correct in all material
respects as if given and made at the Closing Time.


 


No force majeure.  None of the following events shall have
occurred since the date of this Agreement: (A) a suspension or material
limitation in trading of the Issuer’s securities or securities generally on the
Copenhagen Stock Exchange; (B) a general moratorium on commercial banking
activities declared by the relevant authorities in the United Kingdom or
Denmark (the “Relevant Countries”)
or a material disruption in commercial banking or securities settlement or
clearance services in any of the Relevant Countries; (C) the outbreak or
escalation of hostilities or another emergency or crisis involving any of the
Relevant Countries or the declaration by any of the Relevant Countries of a national
emergency or war; or (D) the occurrence of any other calamity or crisis or any
change in financial, political or economic conditions or currency exchange
rates or controls in any of the Relevant Countries  or elsewhere, if the effect of any such event specified in
(C) or (D) in the judgment of the Seller makes it impracticable or inadvisable
to proceed with the transactions contemplated by this Agreement.


 


Lock Up


 


During the period ending 90 days after the date of this Agreement
neither Seller nor any of its affiliates will, or will cause any other person
to, offer, sell, contract to sell, grant any option to purchase or otherwise
dispose of, directly or indirectly, any Shares or depositary receipts
representing Shares or any other securities of the Issuer which are
substantially similar to Shares or any securities convertible into,
exchangeable for or representing the right to receive any of the foregoing
securities or enter into any options or derivatives, cash settled or otherwise,
or other transactions relating to the foregoing or having similar economic
effect.


 


 


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Annex II


 


Representations
& Warranties


 


The Seller represents and warrants to, and agrees
with, Goldman Sachs that:


This is a valid and binding agreement.
This Agreement has been duly
authorised, executed and delivered by the Seller and constitutes a valid
and legally binding agreement of the Seller.


 


Seller has all necessary approvals to sell the Shares.
All corporate consents, approvals, and other authorisations, necessary for the execution, delivery and
performance by the Seller of this Agreement and the transactions contemplated
hereby have been obtained or made and are in full force and effect.


 


Seller will transfer good and valid title to the
Shares. The Seller has good and valid title to the Shares
free and clear of liens, encumbrances, equities or claims; and upon delivery of
the Shares to Goldman Sachs against payment pursuant to this Agreement, good
and valid title to the Shares, free and clear of liens, encumbrances, equities or
claims, will pass to Goldman Sachs.


 


The Seller is not violating insider trading or market
abuse laws. The Seller does not possess any non-public
information concerning the Issuer that is material or price-sensitive, and the
sale of the Shares hereunder will not constitute a violation by the Seller of
applicable law prohibiting "insider dealing" in securities or “market
abuse”.


 


No registration in the United States is required.  No registration of the Shares is required
under the Securities Act for the transactions contemplated hereby. None of the
Issuer, the Seller, any of Seller’s affiliates, any person acting on Seller’s
behalf or to the Seller’s knowledge any other person has engaged or will engage
in “directed selling efforts” or any form of “general solicitation” or “general
advertising” (as those terms are defined in Regulation S and Regulation D under
the Securities Act) with respect to the Shares or has made or will make offers
or sales of any security, or has solicited or will solicit offers to buy any
security, or has taken or will take any other action, under circumstances that
would require the registration under the Securities Act of the sales of the
Shares contemplated by this Agreement.


 


The Seller undertakes to immediately notify Goldman Sachs in writing if
any of its representations or warranties was not correct when made or ceases to
be correct prior to the Closing Time.


 


Goldman Sachs represents and warrants to, and agrees
with, the Seller that:


This is a valid and binding agreement.
This Agreement has been duly
authorised, executed and delivered by Goldman Sachs and constitutes a
valid and legally binding agreement of Goldman Sachs.


 


Compliance with laws.  Goldman Sachs will execute the transaction
contemplated by this Agreement outside the United States and in compliance with
applicable laws in all material respects.


 


Goldman Sachs undertakes to immediately notify the Seller in writing if
any of its representations or warranties was not correct when made or ceases to
be correct prior to the Closing Time.


 


 


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