Terms and Conditons for Stock Appreciation Rights



 Exhibit 4.35 
  
 GPC Biotech AG 
 Martinsried/Planegg 
  
 Incentive Rights Terms and Conditions 
 for Members of the Supervisory Board 
  
 (Resolution of the Shareholder Meeting August 31, 2004) 
  
 Preamble 
  
 At the Annual Shareholders Meeting held on August 31, 2004, a resolution was passed to grant long-term variable compensation in the form of incentive rights (“Incentive Rights”) to members of the Supervisory Board.
The amount, terms and conditions of these Incentive Rights are as follows: 
  
 § 1 
 Grant of Incentive Rights 
  
 The Beneficiary is hereby granted              Incentive Rights as of September 1, 2004 (the “issue date”).
One Incentive Right represents the right to receive payment of the exercise price less the basic price after the end of the holding period. 
  
 § 2 
 Basic Price, Exercise Price 
  

	(1)	The basic price equals the average closing price of GPC Biotech ordinary shares at the XETRA closing auction of the Frankfurt Stock Exchange for the five trading days preceding the issue date
and the five trading days following the issue date. 


	(2)	The exercise price corresponds to the average closing price of GPC Biotech ordinary shares at the XETRA closing auction of the Frankfurt Stock Exchange for the 60 trading days following the
end of the holding period. 


	


	(3)	The exercise payment is due 100 calendar days after the end of the holding period. 

  
 § 3 
 Holding Period 
  

	(1)	The holding period for the Incentive Rights begins on the issue date and ends with the marketing approval of satraplatin by the FDA or the EMEA, whichever occurs first.



	(2)	 In the case of a change in control of the company, as defined in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the holding
period 











	 	 
will end on the date of effectiveness of the acquisition. In this case, the 60 trading days directly preceding the acquisition date will be used to determine the
exercise price. The exercise price is due 100 days following the holding period. 


  
 § 4 
 Non-Transferability of Incentive Rights 
  
 Transfer of the Incentive Rights, including assignment, sale, pledge, grant of sub-rights or the
establishment of a trust, is forbidden. Any transaction that is economically comparable to a sale of the Incentive Rights is also forbidden and will lead to a forfeiture of the granted Incentive Rights without replacement. 
  
 § 5 
 Cancellation of Incentive Rights 
  
 The
Beneficiary will receive the full exercise price only if he or she is still a member of the Supervisory Board or the respective committee at the end of the holding period. If the Beneficiary leaves the Supervisory Board or the respective committee
before the end of the holding period, the Beneficiary will receive only a pro-rated exercise price. The pro-rated exercise price will be determined based on the length of the term of office, or membership on a committee, during the holding period in
proportion to the full holding period. 
  
 Martinsried/Planegg, September 1, 2004

  
 The Management Board of 
 GPC Biotech AG 
  

	
	 Agreed:
  




  

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