Exhibit 4.5

    

    

    	 	
            MorphoSys AG

            Semmelweisstraße 7

            82152 Planegg

            Germany

          
	 	 
	 	
            Telefon:

          	
            +49 (0)89 899 27-0

          
	 	
            Fax:

          	
            +49 (0)89 899 27-222

          
	 	
            Email:

          	
            info@morphosys.com

          
	 	
            Internet:    

            

          	
            www.morphosys.com

          
	
            RSUP 2021 (US Inc.)

          
	 	 
	 	
            MorphoSys US Inc.

            470 Atlantic Avenue

            Boston, MA 02210

            USA

          


    

    

    

    

    Restricted Stock Unit Program 2021 (US Inc.) for senior managers and employees (including directors and officers) of MorphoSys US Inc.

    

    

    Introduced by decision of the Vorstand of MorphoSys AG, with the consent of the Supervisory Board of MorphoSys AG, as of April 1, 2021

    

    

    

    

    	
            - Terms and Conditions -

          


    

    

    

    

    MorphoSys AG

    Semmelweisstraße 7

    82152 Planegg

    Germany

    

    

    MorphoSys US Inc.

    470 Atlantic Avenue

    Boston, MA 02210

    USA

    

    

    
      
        

        

      

      
        


      
        

        

        

        

        

        

      

    

    
    TABLE OF CONTENT

     

    

    	
            TABLE OF CONTENT

          	
            2

          
	
            DEFINITIONS

          	
            3

          
	
            RECITALS

          	
            4

          
	
            § 1

          	
            ELIGIBILITY

          	
            5

          
	
            § 2

          	
            PLAN VOLUME AND GRANT OF RSUs

          	
            5

          
	
            § 3

          	
            WAITING PERIOD, ANNUAL CYCLE AND VESTING

          	
            6

          
	
            § 4

          	
            KEY PERFORMANCE INDICATORS

          	
            7

          
	
            § 5

          	
            CONSEQUENCES OF A TERMINATION OF EMPLOYMENT

          	
            10

          
	
            § 6

          	
            CASH PAYMENT CLAIM RESULTING FROM RSUs AND SETTLEMENT OF RSUs

          	
            12

          
	
            § 7

          	
            TRANSFERABILlTY

          	
            15

          
	
            § 8

          	
            CHANGE OF CONTROL

          	
            15

          
	
            § 9

          	
            ADJUSTMENT IN CASE OF SPECIFIC CAPITAL AND OTHER STRUCTURAL MEASURES   

            

          	
            17

          
	
            § 10

          	
            EXTRAORDINARY DEVELOPMENTS

          	
            18

          
	
            § 11

          	
            INSIDER TRADING AND BLACK-OUT PERIODS

          	
            18

          
	
            § 12

          	
            LIMITATION OF LIABILITY

          	
            19

          
	
            § 13

          	
            TAXES, SOCIAL SECURITY AND COSTS

          	
            20

          
	
            § 14  

            

          	
            FORM REQUIREMENTS

          	
            21

          
	
            § 15

          	
            PROCESSING OF PERSONAL DATA

          	
            22

          
	
            § 16

          	
            GOVERNING LAW AND JURISDICTION

          	
            22

          
	
            § 17

          	
            FINAL PROVISIONS

          	
            22

          


     

    

    
      
        

        

      

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    DEFINITIONS

    

    

    	
            Adjustment Event

          	
            17

          	 	
            Hurdle

          	
            9

          
	
            Annual Cycle

          	
            7

          	 	
            Initial Number of RSUs

          	
            6

          
	
            Annual Cycles

          	
            7

          	 	
            Insider Trading Rules

          	
            18

          
	
            Authorized Capital 2019-I

          	
            4

          	 	
            KPI

          	
            7

          
	
            Award Agreement

          	
            5

          	 	
            KPI Achievement Rate

          	
            8

          
	
            Award Amount

          	
            5

          	 	
            KPIs

          	
            7

          
	
            Award Date

          	
            6

          	 	
            MorphoSys

          	
            4

          
	
            Award Period

          	
            6

          	 	
            MorphoSys US

          	
            4

          
	
            Bad Leaver

          	
            11

          	 	
            Notices

          	
            21

          
	
            Black-Out Periods

          	
            19

          	 	
            Officers

          	
            4

          
	
            Board of Directors

          	
            5

          	 	
            Overall KPI Achievement Rate

          	
            9

          
	
            Cap

          	
            9

          	 	
            Participant

          	
            5

          
	
            Capital Increase Resolution Date

          	
            12

          	 	
            Revenue KPI

          	
            8

          
	
            Cash Payment Claim

          	
            12

          	 	
            Revenue KPI Achievement Rate

          	
            9

          
	
            Cash Settlement

          	
            13

          	 	
            Revenue Performance

          	
            8

          
	
            Cash Settlement Date

          	
            13

          	 	
            RSU

          	
            4

          
	
            Cause

          	
            11

          	 	
            RSUP 2021 (US Inc.)

          	
            4

          
	
            Change of Control

          	
            15

          	 	
            RSUP Resolution

          	
            4

          
	
            Company

          	
            4

          	 	
            RSUP Terms & Conditions

          	
            4

          
	
            Conversion

          	
            5

          	 	
            RSUs

          	
            4

          
	
            Data Subjects

          	
            25

          	 	
            Share Price KPI

          	
            8

          
	
            Directors

          	
            4

          	 	
            Share Price KPI Achievement Rate 

            

          	
            9

          
	
            EBIT KPI

          	
            7

          	 	
            Share Price Performance

          	
            8

          
	
            EBIT KPI Achievement Rate

          	
            8

          	 	
            Share Settlement

          	
            13

          
	
            EBIT Performance

          	
            8

          	 	
            Share Settlement Date

          	
            13

          
	
            Employees

          	
            4

          	 	
            Shares

          	
            4

          
	
            Euro Award Amount

          	
            5

          	 	
            Termination Date

          	
            11

          
	
            External Service Provider

          	
            26

          	 	
            Transaction

          	
            18

          
	
            Extraordinary Events or Developments 

            

          	
            18

          	 	
            Vested RSUs

          	
            7

          
	
            GDPR

          	
            25

          	 	
            Waiting Period

          	
            6

          
	
            Good Leaver

          	
            11

          	 	 	 


    

    

    

    

    
      
        

        

      

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    RECITALS

    An attractive and competitive remuneration program is essential for the recruitment and long-term commitment of highly qualified employees.

    In JuIy 2018, MorphoSys AG (“MorphoSys” or the “Company”)
      has founded a 100% subsidiary in the USA, MorphoSys US Inc. (“MorphoSys US”). As part of MorphoSys’ intention to develop a strong presence in the USA and recruit and retain highly qualified
      employees at MorphoSys US, a share-based employee participation program is required which takes into account US standards and expectations.

    Therefore, MorphoSys intends to implement a “Restricted Stock Unit Program” (the “RSUP 2021 (US Inc.)”)
      as a long-term remuneration component for senior managers and employees of MorphoSys US (including directors of MorphoSys US (“Directors”) and officers of MorphoSys US (“Officers”)) (senior managers and employees of MorphoSys US, including Directors and Officers hereinafter collectively the “Employees”).
      Under the RSUP 2021 (US Inc.), the Company shall be allowed to grant so-called “Restricted Stock Units” (“RSUs” and each a “RSU”)
      to the Employees, which – if certain requirements are met – grant the Employees a claim against the Company for a cash payment, the amount of which depends, amongst others, on the stock exchange price of the shares of the Company (the “Shares”). However, the RSUP 2021 (US Inc.) shall include a substitution right of the Company, permitting it to fulfil the payment claims of the Employees resulting from the RSUs by delivering
      Shares instead of cash.

    With resolution dated 22 May 2019, the Company’s General Meeting (Hauptversammlung) has authorized the Management Board (Vorstand), with the consent of the Supervisory Board (Aufsichtsrat), until 30 April 2024 (including) to increase the Company’s registered share capital by up to
      € 159,197.00 against cash contributions and/or contributions in kind once or several times by issuing up to 159,197 new no-par value bearer Shares (auf den Inhaber lautende Stückaktien) (“Authorized Capital 2019-I”). The Authorized Capital 2019‐I only serves the purpose of delivering Shares of the Company against the contribution of cash payment claims resulting from RSUs, in
      order to settle RSUs that were granted to Employees.

    The present terms and conditions (the “RSUP Terms & Conditions”) establish the rules pursuant to
      which the RSUs under the RSUP 2021 (US Inc.) can be granted and settled.

    
      
        

        

      

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    § 1

      ELIGIBILITY

    	

          	1.1	
            RSUs can be granted to Employees (each a “Participant”).

          


    	

          	1.2	
            Persons who, at the same time to being an Employee, are members of the Company’s Management Board, or are an employee of the Company, are not eligible to participate in the RSUP 2021 (US Inc.).

          


    	

          	1.3	
            Eligibility as a Participant is determined by the Company’s Management Board. The President of MorphoSys US, together with the board of directors of MorphoSys US (“Board of Directors”) may propose certain Employees to the Company’s Management Board to become eligible as a Participant.

          


    § 2

      PLAN VOLUME AND GRANT OF RSUs

    	

          	2.1	
            Under the RSUP 2021 (US Inc.), up to an aggregate of 127,357 RSUs may be granted. RSUs that are forfeited pursuant to the RSUP
              Terms & Conditions will once again be available for future grants.

          


    	

          	2.2	
            The Company’s Management Board will determine an individual USD award amount (the “Award Amount”) to be granted to a Participant by
              MorphoSys US by way of a separate award agreement (“Award Agreement”) and such Award Amount will be converted into a certain number of RSUs.

          


    	

          	2.3	
            With respect to the conversion of the Award Amount into RSUs, i.e., to calculate the exact number of RSUs to be allocated to a Participant, the respective Award Amount must, in a first step, be
              converted into a respective amount in Euros (the “Conversion”). The Conversion shall be based on the Euro foreign exchange reference rate, as published on the official website of the
              European Central Bank (ECB) on the Award Date (as defined in § 2.5) (the “Euro Award Amount”). In a second step, the Euro Award Amount is divided by the average closing price (Schlusskurs) of the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in Xetra trading (or a comparable successor system) on the 30 (thirty)
              trading days prior to the Award Date (as defined in § 2.5)

          


    
      
        

        

      

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    (exclusive), rounded down to the nearest whole number; the number resulting from such calculation (step one and step two) equals the number of
      RSUs to be allocated to a Participant (the “Initial Number of RSUs”). If a closing auction does not take place on the relevant trading day(s) or a price is not determined in the auction, the
      applicable price will be the last price quoted in continuous trading, provided there was continuous trading on that trading day.

    For example: If a Participant is granted an Award Amount of USD 100,000.00 and the USD/EUR exchange rate on the Award Date is 1 USD =
      0.9060 EUR, then the Euro Award Amount amounts to EUR 90,600 (100,000 x 0.9060). If the average closing price (Schlusskurs) of the Shares on the Frankfurt Stock Exchange (Frankfurter
        Wertpapierbörse) in Xetra trading on the 30 trading days prior to the Award Date amounted to EUR 105.00, then the Initial Number of RSUs to be allocated to the Participant would amount to 862 (EUR 90,600 / EUR 105.00 = 862.85, rounded down
      to the nearest whole number).

    	

          	2.4	
            RSUs can be awarded in accordance with legal requirements in each case on 1 April and, in exceptional cases, on 1 October of the respective business year of the Company (the “Award Period”), subject to a continuing and non-terminated (including termination by way of a mutual agreement) service relationship or employment of the relevant Participant with
              MorphoSys US at the relevant Award Date (as defined in § 2.5).

          


    	

          	2.5	
            The date on which the Award Agreement becomes effective (the “Award Date”) shall be the date on which the Participant receives the
              offer to conclude the Award Agreement (irrespective of the point in time the offer to conclude the Award Agreement is accepted), unless the Award Agreement specifies an earlier or a later date as Award Date.

          


    § 3

      WAITING PERIOD, ANNUAL CYCLE AND VESTING

    	

          	3.1	
            Each RSU is subject to a waiting period of three (3) years (“Waiting Period”), which shall commence on the day of the Award Date at
              00:00 hours (beginning of the day) and end on the day prior to the third anniversary of the Award Date at 24:00 hours (midnight) (“Waiting Period Expiration Date”).

          


    
      
        

        

      

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    For example: If the Award Date is 1 April 2021, the Waiting Period would start on 1 April 2021 at 00:00 hours (beginning of the day)
      and end on 31 March 2024 at 24:00 hours (midnight).

    	

          	3.2	
            The Waiting Period is divided into three annual cycles (“Annual Cycles”). The first Annual Cycle will commence on the day of the Award
              Date at 00:00 hours (beginning of the day) and end on the day prior to the first anniversary of the Award Date at 24:00 hours (midnight), the second Annual Cycle will commence on the day of the first anniversary of the Award Date at 00:00
              hours (beginning of the day) and end on the day prior to the second anniversary of the Award Date at 24:00 hours (midnight) and the third Annual Cycle will commence on the day of the second anniversary of the Award Date at 00:00 hours
              (beginning of the day) and end on the day prior to the third anniversary of the Award Date at 24:00 hours (midnight) (each an “Annual Cycle”).

          


    	

          	3.3	
            One third (1/3) of the Initial Number of RSUs will vest at the end of each Annual Cycle subject to the following conditions: (i) the achievement of certain KPIs (§ 4) and (ii) no forfeiture of
              RSUs pursuant to § 5 (the “Vested RSUs”).

          


    	

          	3.4	
            After expiry of the Waiting Period and an administration period in which to determine the settlement amounts, the Company will settle the total number of Vested RSUs; provided, that such
              settlement shall occur no later than 90 days following the Waiting Period Expiration Date.

          


    § 4

      KEY PERFORMANCE INDICATORS

    	

          	4.1	
            With respect to an Annual Cycle, RSUs will vest only if and to the extent the KPIs (as defined in § 4.2) have been reached or exceeded in accordance with the following provisions.

          


    	

          	4.2	
            Key Performance Indicators (“KPIs”, and each a “KPI”) are:

          


    	

          	4.2.1	
            the EBIT performance of MorphoSys US over the fiscal year in which an Annual Cycle starts, measured and evaluated in relation to the EBIT Performance (as defined in § 4.3) set by the Board of
              Directors, with the consent of the Company’s Management Board (“EBIT KPI”);

          


    
      
        

        

      

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          	4.2.2	
            the revenue performance of MorphoSys US over the fiscal year in which an Annual Cycle starts, measured and evaluated in relation to the Revenue Performance (as defined in § 4.3) set by the Board
              of Directors, with the consent of the Company’s Management Board (“Revenue KPI”); and

          


    	

          	4.2.3	
            the performance of the stock exchange price of the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in Xetra trading (or a comparable
              successor system) over the Annual Cycle, measured and evaluated in relation to the Share Price Performance (as defined in § 4.3) set by the Board of Directors, with the consent of the Company’s Management Board (“Share Price KPI”).

          


    For example: If an Annual Cycle starts on 1 April 2021, the KPIs will be measured and evaluated on the basis of the
      EBIT performance and the revenue performance during the fiscal year starting 1 January 2021 through 31 December 2021 and the share price performance will be measured and evaluated on the basis of the share price performance during 1 April 2021 until
      31 March 2022. If the second Annual Cycle starts on 1 April 2022, the KPIs will be measured and evaluated on the basis of the EBIT performance and the revenue performance during the fiscal year starting 1 January 2022 through 31 December 2022 and the
      share price performance will be measured and evaluated on the basis of the share price performance during 1 April 2022 until 31 March 2023. If the third Annual Cycle starts on 1 April 2023, the KPIs will be measured and evaluated on the basis of the
      EBIT performance and the revenue performance during the fiscal year starting 1 January 2023 through 31 December 2023 and the share price performance will be measured and evaluated on the basis of the share price performance during 1 April 2023 until
      31 March 2024.

    	

          	4.3	
            The Board of Directors, with the consent of the Company’s Management Board, will determine the performance to be achieved for each KPI with respect to a certain Annual Cycle (respectively the “EBIT Performance”, the “Revenue Performance” and the “Share Price
                Performance”) and which will, depending on the degree of achievement (as a percentage) of each KPI, correspond with a certain “KPI Achievement Rate” for the respective
              Annual Cycle, respectively the “EBIT KPI Achievement Rate”,

          


    
      
        

        

      

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    the “Revenue KPI Achievement Rate” and the “Share Price KPI Achievement Rate” for the respective Annual Cycle. If the KPI Achievement Rate for any of the KPIs exceeds 125.00%, the respective KPI Achievement Rate will nevertheless be 125.00% (“Cap”).

    	

          	4.4	
            Once the Board of Directors, with the consent of the Company’s Management Board, has determined the KPIs for a certain Annual Cycle pursuant to section 4.3, the Participant will be provided with
              such information substantially in the form as set out in Exhibit 2 attached hereto.

          


    	

          	4.5	
            The “Overall KPI Achievement Rate” for a respective Annual Cycle will be the arithmetic mean (rounded commercially to the nearest
              whole number) of (i) the EBIT KPI Achievement Rate, (ii) the Revenue KPI Achievement Rate and the (iii) Share Price KPI Achievement Rate, each of which will be determined in accordance with the KPIs that will be provided to a Participant for
              each Annual Cycle in accordance with § 4.4.

          


    For example: If the EBIT KPI Achievement Rate for an Annual Cycle is 75%, the Revenue KPI Achievement Rate is 35% and the Share Price
      KPI Achievement Rate is 135%, the Overall KPI Achievement Rate will be calculated as follows:

    Note: In accordance with § 4.3, the Share Price KPI Achievement Rate was capped at 125%.

    (75% + 35% + 125%) / 3 = 78.333%, i.e. 78% (rounded commercially to the nearest whole number).

    	

          	4.6	
            The number of Vested RSUs at the end of an Annual Cycle will be calculated by multiplying (i) one third (1/3) of the Initial Number of RSUs allocated to a Participant with (ii) the Overall KPI
              Achievement Rate, provided, however, that at least an Overall KPI Achievement Rate of 50.00% must be reached (“Hurdle”), otherwise the number of Vested RSUs for the respective Annual
              Cycle will be 0.

          


    The following chart illustrates the number of RSUs that vest at the end of an Annual Cycle pursuant to this § 4, depending on the degree of
      achievement of the Overall KPI Achievement Rate:

    
      
        

        

      

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              Overall KPI Achievement Rate

            	
              Calculation of total number of Vested RSUs for one Annual Cycle

            
	
              0%

            	
              Vested RSUs at the end of an Annual Cycle = 0, given that the hurdle of a minimum Overall KPI Achievement Rate of at least 50.00% has
                not been reached

            
	
              1%

            
	
              2%

            
	
              3%

            
	
              [etc.]

            
	
              48%

            
	
              49%

            
	
              < 50.00%

            
	
              50.00% (hurdle)

            	
              [1/3 of Initial Number of RSUs] x 50.00%

            
	
              60%

            	
              [1/3 of Initial Number of RSUs] x 60%

            
	
              70%

            	
              [1/3 of Initial Number of RSUs] x 70%

            
	
              [etc.]

            	
              [etc.]

            
	
              120%

            	
              [1/3 of Initial Number of RSUs] x 120%

            
	
              125%

            	
              [1/3 of Initial Number of RSUs] x 125%

            


    

    

    

    

    

    	

          	4.7	
            After the expiry of the Waiting Period, the Vested RSUs for each Annual Cycle are added to calculate the total number of Vested RSUs.

          


    For example: If the Initial Number of RSUs granted to a Participant was 300 and during the first Annual Cycle an Overall KPI
      Achievement Rate of 80% was achieved, during the second Annual Cycle an Overall KPI Achievement Rate of 40% was achieved, and during the third Annual Cycle an Overall KPI Achievement Rate of 125% (Cap) was achieved, the number of Vested RSUs at the
      end of the first Annual Cycle is 80 (1/3 of the 300 granted RSUs x 80%), the number of Vested RSUs at the end of the second Annual Cycle is 0 (since the minimum Hurdle of 50% was not achieved) and the number of Vested RSUs at the end of the third
      Annual Cycle is 125 RSUs (1/3 of the 300 granted RSUs x 125%). Thus, after expiry of the Waiting Period, the total Vested RSUs that will be settled would be 205 (80 + 0 + 125).

    § 5

      CONSEQUENCES OF A TERMINATION OF EMPLOYMENT

    	

          	5.1	
            With respect to an Annual Cycle, RSUs will vest only if the Participant still has an active employment relationship with MorphoSys US at the end of the relevant Annual Cycle, subject to the
              provisions set out in § 5.2 and § 5.3 below.

          


    
      
        

        

      

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          	5.2	
            If a Participant’s employment at MorphoSys US terminates for Cause (as defined hereinafter) before the expiry of the Waiting Period (such Participant a “Bad Leaver”), such that the Bad Leaver is no longer an Employee, all RSUs granted to the Bad Leaver (whether held by him or any third party and whether vested or unvested) will be forfeited without entitlement to
              compensation or other consideration. An event of “Cause” exists if a Participant: (i) materially violates any term of any agreement between the Participant and MorphoSys US; (ii)
              repeatedly fails to follow reasonable instructions of MorphoSys US, is chronically absent from work, fails to perform any reasonably assigned duties after receiving written notice of same from MorphoSys US, or willfully violates any written
              policy of MorphoSys US provided to the Participant; (iii) engages in unprofessional conduct that results in, or reasonably could result in, unfavorable publicity for MorphoSys US, or engages in unprofessional conduct inconsistent with the
              Participant’s position with MorphoSys US; or (iv) engages in any of the following forms of willful misconduct: (a) conviction of the commission of any felony, or any criminal act involving moral turpitude, or any misdemeanor where
              imprisonment is imposed; (b) misappropriation, theft or destruction of MorphoSys US property; (c) securing or attempting to secure any personal profit in connection with any transaction entered into by or on behalf of MorphoSys US; (d)
              causing substantial material harm to MorphoSys US as a result of Participant’s malfeasance, gross negligence or reckless disregard of Participant’s duties and responsibilities; (e) falsification of any business record of MorphoSys US; (f) any
              material act of fraud or dishonesty within the scope of, or relating to, Participant’s employment by MorphoSys US; (g) commission of any crime relating to Participant’s employment with MorphoSys US; or (h) violation of any law or regulation
              applicable to the business of MorphoSys US.

          


    	

          	5.3	
            If a Participant’s employment at MorphoSys US terminates before the expiry of the Waiting Period for any reason other than for Cause or not qualifying the relevant Participant as a Bad Leaver
              (such Participant a “Good Leaver”), such Good Leaver will retain the RSUs that have already vested pursuant to § 3.3 and § 4 with respect to any Annual Cycle completed before the
              date of the Good Leaver’s termination of employment becomes effective (the “Termination Date”). Any additional RSUs that were granted to such Good Leaver and that have not vested
              will not

          


    
      
        

        

      

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    continue to vest following the Termination Date and instead, they shall be forfeited by the Good Leaver on the Termination Date without any
      compensation or other consideration paid therefor. No partial vesting will take place with respect to any Annual Cycle that is in effect at the time a Termination Date occurs. Any retained RSUs that were vested as of the Good Leaver’s Termination
      Date shall be paid following the Waiting Period Expiration Date, consistent with § 6, below.

    	

          	5.4	
            For example: If a Participant, qualifying as a Good Leaver in the aforementioned sense under § 5.3 above, is notified of a termination of his employment with MorphoSys US in the example
              in § 4.7 in the first Annual Cycle, and such termination has a Termination Date that occurs during the second Annual Cycle of the Waiting Period, such Participant will retain the 80 Vested RSUs from the first Annual Cycle; however, the
              remaining 200 RSUs originally granted to such Participant (applicable to the second and third Annual Cycles) will be forfeited on the Termination Date without compensation or other consideration paid to the Participant. No further vesting of
              the Participant’s award of RSUs will occur at the end of the second or third Annual Cycles or at any other time.

          


    

    

    § 6

      CASH PAYMENT CLAIM RESULTING FROM RSUs AND SETTLEMENT OF RSUs

    	

          	6.1	
            Upon expiration of the Waiting Period, each Vested RSU shall entitle the Participant to a cash payment claim (the “Cash Payment Claim”)
              against the Company in the amount of the closing price (Schlusskurs) of the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in Xetra
              trading (or a comparable successor system) (i) in case of a Cash Settlement (as defined in § 6.2), on the Cash Settlement Date (as defined in § 6.2) or, (ii) in case of a Share Settlement (as defined in § 6.3), on the day of the resolution of
              the Company’s Management Board to utilize, with the consent of the Company’s Supervisory Board, the Authorized Capital 2019-I against contribution in kind (the “Capital Increase Resolution
                Date”). If a closing auction does not take place on the relevant trading day(s) or a price is not determined in the auction, the applicable price will

          


    
      
        

        

      

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    be the last price quoted in continuous trading, provided there was continuous trading on that trading day.

    	6.2	
            Within 90 days following the Waiting Period Expiration Date, the Company will settle the Vested RSUs as determined by the Company in its sole discretion by fulfilling the Cash Payment Claim
              (i) by way of an effective cash payment to a bank account designated to the Company by the respective Participant in advance (the “Cash Settlement”), or (ii) by transferring Shares
              to the Participant in accordance with § 6.3, or (iii) by a combination of both. In case of a Cash Settlement, the Company will convert the Cash Payment Claim, denominated in Euros, into a USD amount, based on the Euro foreign exchange
              reference rate, as published on the official website of the European Central Bank (ECB) on the actual date (within 90 days following the Waiting Period Expiration Date) on which such payment is made (the “Cash Settlement Date”).

          


    	6.3	
            In the event of a settlement in the form of Shares, whereby Shares are created from a capital increase out of the Authorized Capital 2019-I (Kapitalerhöhung aus
                Genehmigtem Kapital 2019-I), the respective contribution in kind (Sacheinlage) for the new Shares shall be the Cash Payment Claim (denominated in EUR) resulting from the Vested RSUs. The Cash
              Payment Claim (denominated in EUR) will then – in the course of the capital increase – be contributed by the Participant to the Company against issuance of one (1) new Share for each one (1) Vested RSU (the “Share Settlement”). In the event of a Share Settlement, the Participant will be required to take all measures necessary to effect the Share Settlement, including, for example, the opening of an account to which
              the Shares may be booked, the conclusion of a contribution agreement with the Company and/or the subscription of the new Shares to be issued to the Participant by way of a subscription certificate. The actual date (within 90 days following
              the Waiting Period Expiration Date) on which the new Shares, which were created from the capital increase against contribution in kind, are transferred to the securities’ account of the respective Participant, the “Share Settlement Date”.

          


    For example: If the Waiting Period Expiration Date for the 205 Vested RSUs in the example in § 4.7 occurs on 31 March 2024, the Company
      may decide, in its sole discretion, whether to settle the 205 Vested RSUs by way of a Cash Settlement or a Share Settlement (or a combination of both):

    
      
        

        

      

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          	(a)	
            In case of a Cash Settlement, the Company will identify the closing price (Schlusskurs) of the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in Xetra trading (or a comparable successor system) on the Cash Settlement Date. Assuming, on the Cash Settlement Date, the closing price (Schlusskurs)
              amounted to EUR 125.00, the Participant’s Cash Payment Claim resulting from the 205 Vested RSUs would amount to EUR 25,625.00. Assuming the EUR/USD exchange rate on the Cash Settlement Date is 1 EUR = 1.1500 USD, the Cash Payment Claim the
              respective Participant is entitled to would amount to USD 29,468.75.

          


    	

          	(b)	
            In case of a Share Settlement, the Company will request certain information from the Participant, which is necessary to perform the Share Settlement. Once the information has been provided by
              the Participant to the Company, and following the expiry of the Waiting Period, the Company will identify the closing price (Schlusskurs) of the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in Xetra trading (or a comparable successor system) on the Capital Increase Resolution Date. Assuming, on the Capital Increase Resolution Date, the closing price (Schlusskurs) amounted to EUR 125.00, the Participant’s Cash Payment Claim resulting from the 205 Vested RSUs would amount to EUR 25,625.00. Following such determination, the Company’s Management Board,
              with the consent of the Supervisory Board, shall resolve to issue 205 new Shares by way of a capital increase in the context of which the Company’s share capital will be increased by EUR 205.00 against contribution in kind of the Cash Payment
              Claim of the Participant in the aggregate amount of EUR 25,625.00. Following the registration of the consummation of the capital increase, the 205 new Shares will be transferred to a security deposit of the Participant on the Share Settlement
              Date.

          


    	6.4	
            The Company will inform the Participant whether it will make use of the Cash Settlement (as defined in § 6.2) or the Share Settlement (as defined in § 6.3) or a combination of both in advance of
              the settlement.

          


    
      
        

        

      

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    § 7

      TRANSFERABILlTY

    	

          	7.1	
            Neither the RSUs nor the rights of any Participant under any RSU or under the RSUP 2021 (US Inc.) are assignable or otherwise transferable except as provided in this § 7.

          


    	

          	7.2	
            The RSUs are transferable only by will or applicable laws of descent upon the death of the relevant Participant.

          


    § 8

      CHANGE OF CONTROL

    	

          	8.1	
            For purposes of this § 8, “Change of Control” means the occurrence of any of the following events:

          


    	

          	8.1.1	
            if any person or entity becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of
              securities of MorphoSys US representing 50% or more of the total voting power represented by MorphoSys US’s then outstanding voting securities (excluding for this purpose the Company’s or its affiliates or any employee benefit plan of the
              Company or its affiliates);

          


    	

          	8.1.2	
            a merger or consolidation of MorphoSys US, whether or not approved by the Company's Board, other than a merger or consolidation which would result in the voting securities of MorphoSys US
              outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power
              represented by the voting securities of MorphoSys US or such surviving entity or parent of such corporation outstanding immediately after such merger or consolidation; or

          


    	

          	8.1.3	
            the sale or disposition by MorphoSys US of all or substantially all of MorphoSys US’s assets in a transaction requiring stockholder approval.

          


    Notwithstanding anything to the contrary herein, the terms Change of Control shall have a meaning that is consistent with the definition of

    
      
        

        

      

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    change in control event, change in ownership or change in effective control set forth in Section 409A of the Internal Revenue Code of 1986, as
      amended (the “Code”), but only to the extent that it is necessary to comply with Code Section 409A.

    	

          	8.2	
            In case a Change of Control occurs during the Waiting Period, § 3.3 shall be amended such that the RSUs shall vest immediately upon the Change of Control, with the calculation of the Overall KPI
              Achievement Rate to be determined as follows:

          


    	

          	8.2.1	
            With respect to Annual Cycles that are already complete at the date when the Change of Control occurs:

          


    	

          	(i)	
            if the Overall KPI Achievement Rate exceeds 100% with respect to Annual Cycles that have concluded prior to the Change of Control, then the actual percentage shall apply with respect to the
              Overall KPI Achievement Rate for such completed Annual Cycles;

          


    	

          	(ii)	
            if the Overall KPI Achievement Rate is below 100% with respect to Annual Cycles that have concluded prior to the Change of Control, then the Overall KPI Achievement Rate for such concluded
              Annual Cycles shall nevertheless be 100%, provided that the Hurdle for such Annual Cycle(s) has been met.

          


    	

          	8.2.2	
            With respect to the Annual Cycle during which the Change of Control occurs, as well as for subsequent Annual Cycles that have not yet commenced, as of the date the Change of Control occurs, the
              Overall KPI Achievement Rate shall be 100% for such Annual Cycle(s), irrespective of the achievement (if any) of the KPIs.

          


    	

          	8.3	
            Notwithstanding anything herein to the contrary, all RSUs that vest upon the Change of Control shall be settled only after the Waiting Period has expired and shall be settled in accordance with
              § 6.

          


    
      
        

        

      

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    § 9

      ADJUSTMENT IN CASE OF SPECIFIC CAPITAL AND OTHER

      STRUCTURAL MEASURES

    	

          	9.1	
            In the event of:

          


    	

          	9.1.1	
            a capital increase from Company funds by the issue of new shares (Kapitalerhöhung aus Gesellschaftsmitteln);

          


    	

          	9.1.2	
            a reduction in the number of Shares by merging Shares without capital reduction (reverse share split) or an increase in the number of Shares without capital increase (share split);

          


    	

          	9.1.3	
            a capital reduction (Kapitalherabsetzung) with a change in the total number of Shares issued by the Company; or

          


    	

          	9.1.4	
            any other such event having an effect similar to any of the foregoing (each an “Adjustment Event”),

          


    the Company’s Management Board may – subject to mandatory law – establish financial equality for the Participants to the extent necessary to
      prevent that such Adjustment Event results in a dilution or enlargement of the benefits or potential benefits resulting from the granted RSUs. In such an Adjustment Event the financial equality shall preferably be established by adjusting the number
      of RSUs.

    	

          	9.2	
            For the avoidance of doubt: No adjustment pursuant to § 9.1 shall occur in the event of:

          


    	

          	9.2.1	
            a capital increase from Company funds without the issue of new Shares (Kapitalerhöhung aus Gesellschaftsmitteln ohne Ausgabe neuer Aktien); or

          


    	

          	9.2.2	
            a capital reduction without a change in the total number of Shares issued by the Company.

          


    	

          	9.3	
            If an adjustment occurs in accordance with this § 9, fractions of shares will not be granted upon the settlement of RSUs nor will they be compensated by a payment in cash.

          


    
      
        

        

      

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    § 10

      EXTRAORDINARY DEVELOPMENTS

    	

          	10.1	
            For purposes of this § 10, “Extraordinary Events or Developments” means – subject always to mandatory law – situations where the
              potential gain realized by the Participant upon the settlement of RSUs (i) is caused by unusual external events and developments; and (ii) cannot be reasonably justified under any circumstances by the development or business perspective of
              the Company, also taking into account international remuneration and incentive standards. However, the settlement of RSUs by a Participant as such, that results in an economic benefit for the Participant, does not constitute an Extraordinary
              Event or Development.

          


    	

          	10.2	
            In case of Extraordinary Events or Developments, the Company’s Management Board is entitled to adjust in its discretion (pflichtgemäßes Ermessen) the
              payout in the form of a Cash Settlement or Share Settlement, to the extent required to eliminate such extraordinary effects.

          


    § 11

      INSIDER TRADING AND BLACK-OUT PERIODS

    	11.1	
            Any transaction in the Shares granted in case of a Share Settlement (each a “Transaction”) must be conducted in compliance with (i)
              all applicable insider trading laws and regulations, namely Art. 14, 7 et seqq. MAR, and (ii) all provisions of any insider trading rules established by the Company ((i) and (ii) together the “Insider Trading Rules”). Each Participant is personally responsible for informing himself about, and acting in full compliance with, all applicable Insider Trading Rules. Any individual
              non-compliance with applicable Insider Trading Rules may lead to the imposition of civil and criminal penalties (as the case may be).

          


    	11.2	
            The Company may postpone or delay the settlement of any Vested RSUs by way of a Cash Settlement or Share Settlement or a combination of both to a later point in time due to restrictions under
              applicable laws and regulations or rejections from competent authorities.

          


    	11.3	
            In order to minimize the potential for prohibited insider trading, the Management Board of the Company may establish in its sole discretion periods

          


    
      
        

        

      

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    from time to time during which all or some of the Participants may not engage in transactions involving Shares granted in case of a Share
      Settlement (the “Black-Out Periods”). As a matter of precaution, and notwithstanding any other provisions in these RSUP Terms & Conditions, the Participants may not subscribe any new
      Shares during an applicable Black-Out Period.

    § 12

      LIMITATION OF LIABILITY

    	

          	12.1	
            The Company (nor any of its management board members, supervisory board members or employees) does not:

          


    	

          	12.1.1	
            assume any responsibility or liability for the development of MorphoSys US’s EBIT and/or revenue or for the development of the value or market price of the Company’s Shares;

          


    	

          	12.1.2	
            assume any responsibility or liability for the development of the value or market price of the Company’s Shares, including during the Waiting Period and during the period between the Waiting
              Period Expiration Date and, as the case may be, the Cash Settlement Date, the Capital Increase Resolution Date, or the Share Settlement Date;

          


    	

          	12.1.3	
            warrant, assure or guarantee a profit of a Participant from the RSUP 2021 (US Inc.) or any RSU granted thereunder; or

          


    	

          	12.1.4	
            warrant, assure or guarantee any increase in value of the RSUs or, following a Share Settlement, the value or market price of the Company’s Shares; in particular it is neither warranted, assured
              or guaranteed that a Participant will be able to sell his participation in the Company with a profit in the future, nor that no loss will be incurred.

          


    	

          	12.2	
            Each Participant declares with his/her participation in the RSUP 2021 (US Inc.) that the participation is voluntary. Each Participant is aware of the fact that he/she alone bears the risk of a
              decrease in or total loss of value of the RSUs or, following a Share Settlement, the Company’s Shares. Each Participant accepts the offer to participate in the RSUP 2021 (US Inc.) at his/her own risk and assumes any liability relating
              thereto.

          


    
      
        

        

      

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          	12.3	
            Each Participant accepts, that his/her claim stemming from Vested RSUs may be delayed or even forfeited, if he/she does not provide the information requested and required by the Company to
              perform the Cash Settlement and/or the Share Settlement, in particular, the information in § 6.3.

          


    	

          	12.4	
            Each Participant is responsible for obtaining legal, tax and any other necessary advice before participating in the RSUP 2021 (US Inc.) and for evaluating the tax effects connected with the RSUP
              2021 (US Inc.). Each Participant accepts and declares that he has not been advised by or on behalf of the Company with respect to his participation in the RSUP 2021 (US Inc.) (in particular, regarding legal and tax issues of such
              participation).

          


    § 13

      TAXES, SOCIAL SECURITY AND COSTS

    	

          	13.1	
            All taxes (including payroll taxes), social security contributions, further duties and costs accrued by the Participant in connection with his/her participation in the RSUP 2021 (US Inc.) shall
              be borne by each Participant. Each Participant is obliged to pay taxes relating to the respective RSUs granted/settled under the RSUP 2021 (US Inc.), or relating to a transfer (if permitted under these RSUP Terms & Conditions) of such
              RSUs by the Participant to a third party, to the competent tax authorities. Each Participant shall fully indemnify the Company in respect of all such liabilities and obligations against tax authorities.

          


    	

          	13.2	
            MorphoSys US is entitled, if required by statutory law, to withhold payroll tax or any other taxes or duties or social security contributions to be paid by (or on behalf and account of) the
              Participant. This applies even after termination of the service relationship or employment relationship of a Participant with the Company. The Company is entitled to demand the full cooperation of the Participant even after his leave with
              respect to the withholding of taxes, social security contributions, other duties and costs in connection with the RSUP 2021 (US Inc.). The Participant undertakes to fully cooperate with the Company.

          


    	

          	13.3	
            Withholdings mentioned above do not release the Participant from his responsibility and obligation to pay all taxes, social contributions, further

          


    
      
        

        

      

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    duties and costs being due and accruing in connection with his participation in the RSUP 2021 (US Inc.) or the allocation/grant, settlement or
      transfer of any RSUs.

    	

          	13.4	
            The compensation and benefits under these RSUP Terms & Conditions are intended to comply with or be exempt from the requirements of Section 409A of the Code, and these RSUP Terms &
              Conditions will be interpreted and administered in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to any Participant under these RSUP
              Terms & Conditions and shall not constitute an indemnity from the Company to any Participant. References to “termination of employment” and similar terms used in these RSUP Terms & Conditions mean, to the extent necessary to comply
              with Section 409A of the Code, the date that the Participant first incurs a “separation from service” within the meaning of Section 409A of the Code. Each payment under these RSUP Terms & Conditions shall be designated as a “separate
              payment” within the meaning of Section 409A of the Code.

          


    

    

    § 14

      FORM REQUIREMENTS

    	

          	14.1	
            Any legal statements and other notices in connection with the RSUP 2021 (US Inc.) (collectively the “Notices”) or any amendment of these RSUP Terms &
              Conditions (including an amendment of this § 14.1) shall be made in text form or electronic form (e.g. email) unless any other specific form is required by mandatory law or these RSUP Terms & Conditions.

          


    Any Notice to be delivered to the Company shall be addressed by email to the Head of Human Resources of MorphoSys AG. The
      Company shall communicate changes in the addressee set forth in the previous sentence as soon as possible to the Participants.

    
      
        

        

      

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          	14.2	
            Any Notice to be given to a Participant may be served by being sent to him/her by email or to his/her home or business address. Each Participant shall communicate changes of address as soon as
              possible to the Company.

          


    § 15

      PROCESSING OF PERSONAL DATA

    The Company processes personal data of the Participants in connection with the administration, implementation and settlement of the RSUP 2021
      (US Inc.). Additional information regarding the processing of personal data in connection with the RSUP 2021 (US Inc.) is included in Exhibit 1 (Information on the Processing of Personal Data).

    § 16

      GOVERNING LAW AND JURISDICTION

    	

          	16.1	
            The RSUP 2021 (US Inc.), any RSUs granted thereunder and these RSUP Terms & Conditions shall be exclusively governed by, and be construed in accordance with, the laws of the Federal Republic
              of Germany, without regard to principles of conflicts of laws.

          


    	

          	16.2	
            Any dispute, controversy or claim arising from or in connection with the RSUP 2021 (US Inc.), any RSUs granted thereunder or these RSUP Terms & Conditions or their validity shall be decided
              upon by the competent courts in Munich, Germany.

          


    § 17

      FINAL PROVISIONS

    	

          	17.1	
            In these RSUP Terms & Conditions, the headings are inserted for convenience only and shall not affect the interpretation of these RSUP Terms & Conditions; where a German term has been
              inserted in italics, it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in these RSUP Terms & Conditions. The terms “including” and “in
              particular” shall always mean “including, without limitation” and “in particular, without limitation”, respectively. Any reference made in these RSUP Terms & Conditions to any clauses without further indication of a law, an agreement or
              another document shall mean clauses of these RSUP Terms & Conditions.

          


    
      
        

        

      

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          	17.2	
            In the event that one or more provisions of these RSUP Terms & Conditions shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions
              of these RSUP Terms & Conditions shall not be affected thereby. In such case, the Company and each Participant agree to recognize and give effect to such valid and enforceable provision or provisions, which correspond as closely as
              possible with the commercial intent of the Parties. The same shall apply in the event that these RSUP Terms & Conditions contain any unintended gaps (unbeabsichtigte Lücken).

          


    
      
        

        

      

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    Planegg, April 2021

    MorphoSys AG

    * * * *

    
      
        

        

      

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        Exhibit 1

        

        

      

    

    

    

    

    

    Exhibit 1

    

    

    Information on the Processing of Personal Data

      in connection with the Restricted Stock Unit Program 2021

    (hereinafter referred to as “RSUP 2021 (US Inc.)”)

      of MorphoSys AG

    (hereinafter referred to as the “Company”)

    

    

    In connection with the administration, processing and execution of the RSUP 2021 (US Inc.), the Company processes personal data of the beneficiaries (hereinafter
      also referred to as “Data Subjects”) in accordance with the EU General Data Protection Regulation (“GDPR”). Pursuant to the GDPR,
      the Company is obliged to provide the following information on the processing of personal data. All defined terms used in this information have the meaning assigned to them in the option conditions.

    	I.	
            Responsibilities and Contact Information

          


    The controller of the personal data pursuant to Art. 4 para. 7 is the Company:

    

    

    MorphoSys AG

    Semmelweisstraße 7

    82152 Planegg

    Germany

    Telephone:      +49 (0)89 899 27-0

    Facsimile:        +49 (0)89 899 27-222

    E-Mail: info@morphosys.com

    Website: www.morphosys.com

    The Data Protection Officer of the Company can be contacted through:

    MorphoSys AG

    Data Protection Officer

    Semmelweisstraße 7

    82152 Planegg

    Germany

    or

    
      
        

        

      

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        Exhibit 1

        

        

      

    

    

    

    Email: datenschutz@morphosys.com

    	II.	
            Use of Personal Data by the Company

          


    The Company processes personal data of the Data Subjects such as names, contact data, tax numbers and all other information necessary for the participation of a
      Data Subject in the RSUP 2021 (US Inc.) as well as for the administration, processing and execution of the RSUP 2021 (US Inc.) (processing purpose). The legal basis for data processing is Art. 6 Para. 1 (b) GDPR.

    In addition, the Company processes personal data of the Data Subjects if and to the extent required by the law applicable to the Company (e.g., tax law). The legal
      basis for data processing in this respect is Art. 6 para. 1 (c) GDPR.

    	III.	
            Transfer of Personal Data

          


    The Company may disclose personal data to an external service provider (“External Service Provider”) commissioned or
      involved for the purposes of the administration, processing and/or execution of the RSUP 2021 (US Inc.) in order to support the processing of personal data for the processing purpose set out in Section II above. If and to the extent permitted by law,
      the Company may also commission other third parties to provide certain services, such as IT-services and legal services, for the processing purpose set out in Section II above and may disclose personal data to such third parties. These recipients
      provide their assistance or services to the Company under its control and direction and may have access to personal data to the extent necessary to provide their assistance or services.

    In addition, the Company may, to the extent required and permitted by law, transfer personal data to domestic and foreign authorities or courts in order to fulfil
      legal obligations.

    	IV.	
            Storage and Deletion of Personal Data

          


    The Company processes the personal data within the framework of the participation of the Data Subjects in the RSUP 2021 (US Inc.). The Company deletes the personal
      data if it no longer needs it for the fulfilment of its contractual obligations under the RSUP 2021 (US Inc.) and if there are no legal storage obligations. In the event of a legal obligation to retain personal data, the Company shall restrict the
      processing of such personal data.

    	V.	
            Rights of the Data Subjects

          


    The Data Subjects may, at any time and free of charge, contact the Company or its Data Protection Officer directly with an informal notification in order to
      exercise their

    
      
        

        

      

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        Exhibit 1

        

        

      

    

    

    

    rights under the GDPR. The Data Subjects have the right, subject to the legal requirements, the fulfilment of which is to be examined on a case-by-case basis, to
      request information on their personal data, any rectification or deletion of their personal data, information regarding restrictions on the processing of their personal data and they have the right to receive their personal data in a structured,
      generally used and machine-readable format.

    The Data Subjects also have the right to object to the processing of their personal data, subject to the legal requirements, the fulfilment of which must be
      examined on a case-by-case basis.

    In addition, Data Subjects have the right to lodge a complaint with a supervisory authority.

    

    

    

    

    

    

    

    

    
      

      

    

  

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