Amendment to Collaboration and License Agreement, dated December 4, 2000



 Exhibit 10.3 
  
 Confidential treatment has been requested for portions of this Exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. 
  
 EXECUTION COPY 
  
 AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT 
  
 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.” 
  
 RECITALS 
  
 WHEREAS, GPC and MORPHOSYS are
parties to that certain Collaboration and License Agreement having an effective date of April 15, 1999 (the “Collaboration and License Agreement”); and 
  
 WHEREAS, GPC and MORPHOSYS desire to amend the Collaboration and License Agreement, as set forth herein. 
  
 NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and intending to be legally bound, GPC and MORPHOSYS mutually agree as follows: 
  
 ARTICLE I. AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT 
  
 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Collaboration and License
Agreement. 
  









 2. Amendment of Collaboration and License Agreement. The Collaboration and License Agreement is
hereby amended as follows: 
  
 (a) The last sentence of Section
3.1(a) of the Collaboration and License Agreement is hereby deleted in its entirety and replaced with the following text: 
  
 “To facilitate the exercise of the rights granted to GPC hereunder, MORPHOSYS hereby agrees to take all reasonable measures to grant, or cause to be
granted to GPC, sublicenses under certain technology and intellectual property rights therein (the “Third Party Rights”). The Third Party Rights are established and defined in the following four agreements (the “Technology
Agreements”): 
  

	 	(i)	License Agreement by and among MORPHOSYS and DYAX CORP. and PROTEIN ENGINEERING CORPORATION, dated October 4, 1996 (the “Dyax Agreement”); 

  

	 	(ii)	License Agreement by and between MORPHOSYS and GENENTECH, INC. dated December April 30, 2000 (the “Genentech Agreement”); 

  

	 	(iii)	Non-Exclusive Derived Product License Agreement between SCA VENTURES INC. and MORPHOSYS dated December 10, 1999 (the “SCA Agreement”); and 

  

	 	(iv)	Collaboration Agreement between BIOSITE DIAGNOSTICS INCORPORATED and MORPHOSYS dated January 1, 2000 (the “Biosite Agreement”). 

  
 GPC hereby acknowledges that it has received summary or redacted versions of
the Technology Agreements and the respective third party patent rights are attached hereto as Exhibit A. Pursuant to the Dyax Agreement, the Genentech Agreement and the SCA Agreement, MORPHOSYS hereby grants to GPC a sublicence of MORPHOSYS’
rights under those Third Party Agreements; provided that: (i) the sublicense under the Genentech Agreement shall become effective only upon the execution and delivery by GPC of the agreement entitled “Morphosys Partner Agreement” which
pertains to the Genentech, Inc. Third Party Rights; (ii) the sublicense under the Dyax Agreement shall become effective only upon the execution and delivery by GPC of the agreement entitled “Third Party Agreement” which pertains to the
Dyax Corp. and Protein Engineering 

  

 2 








 
Corporation Third Party Rights; and (iii) the sublicense under the SCA Agreement shall become effective only upon the execution and delivery by GPC of the
agreement entitled “Third Party Agreement” which pertains to the SCA Ventures, Inc. Third Party Rights (each of the referenced three agreements are attached hereto as Exhibit B). In addition, MORPHOSYS hereby grants to GPC a sublicense of
the Dower Patent Rights (as that term is defined in the Biosite Agreement). For the avoidance of doubt, MORPHOSYS does not grant a sublicense of the Xoma Patent Rights (as such term is defined in the Biosite Agreement) to GPC hereunder; however,
MORPHOSYS agrees to make a written request of Biosite, in accordance with Section 3.1.3 of the Biosite Agreement, that Biosite grant a sublicense to GPC of the Xoma Patent Rights (as such term is defined in the Biosite Agreement). 
  
 MORPHOSYS used reasonable care in preparing the MORPHOSYS intellectual
property (IP) summary dated October 2000 (attached hereto as Exhibit C) in light of such summary’s intended use, and, to the extent such summary contains statements of fact, such statements of fact were, to the best of MORPHOSYS’
knowledge, true as of the date the summary was prepared. In addition, the milestone and royalty payments due under the Technology Agreements and for John Hopkins University patent rights (which are part of MORPHOSYS Background Inventions (TRIM
technology)) are summarized under Exhibit D. 
  
 ARTICLE 2.
MISCELLANEOUS 
  
 1. Fee. As consideration for the
grant rights hereunder, GPC shall pay to MORPHOSYS a total fee of *** US Dollars (US$***), of which *** US Dollars (US$***) will be due upon execution of this Agreement and *** US Dollars (US$***) will be due 15 days after the Effective Date of this
Amendment. The remaining *** US Dollars (US$***) will be due 120 days after the Effective Date of this Amendment. All payments will be made by GPC upon receipt of a corresponding invoice by MORPHOSYS. 


	***	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. 

  

 3 








 2. Confirmation. Except as expressly amended by this Amendment, the Collaboration and License
Agreement shall remain unmodified and in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This
Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts (excluding its body of law controlling conflicts of law). 
  
 IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Amendment as of the
Effective Date set forth above. 
  

									
	MorphoSys AG	 	 	 	GPC Biotech AG
					
	By:	 	 /s/ S.E. Moroney
	 	 	 	By:	 	 /s/ Dr. Elmar Maier

	 Name:
	 	 S.E. Moroney
	 	 	 	 Name:
	 	 Dr. Elmar Maier

	 Title:
	 	 C.E.O
	 	 	 	 Title:
	 	 Vice President Business Development

	 	 	 	 	 	 	 	 	 
					
	By:	 	 /s/ D. Lemus
	 	 	 	By:	 	 /s/ Sebastian Meier-Ewert

	 Name:
	 	 D. Lemus
	 	 	 	 Name:
	 	 Sebastian Meier-Ewert

	 Title:
	 	 CFO
	 	 	 	 Title:
	 	 Vice President, Head Research


  

 4 








 EXHIBIT A 
  
 THIRD PARTY PATENT RIGHTS 
  

	1)	Dyax Corp. Patent Rights in relation to its phage display technology 

  
 U.S. Patents Nos. 5,223,409, 5,403,484, and 5,571,698, 5,837,500, and EP Patent No. 436,597, together with any continuations, continuations-in-part,
divisionals, reexaminations, renewals, or extensions thereof, and any foreign counterpart thereto. 
  

	2)	Genentech Patent Rights in relation to a special embodiment of the phage display technology: 

  
 U.S. Patents Nos.5,750,373, 5,780,279, 5,821,047 and 5,846,765 together with any continuations, continuations-in-part,
divisional applications, re-examinations, renewals, or extensions thereof, and any foreign counterparts thereto, including EP 564 531. 
  

	3)	SCA Venture Patent Rights in relation to single-chain Fv fragments and display of such fragments on the surface of organisms such as phages. 

  

													
	 Title

	 	 Inventor

	 	 Country

	 	 Date Filed

	 	 Serial No.

	 	 Patent No.

	 	 Date Issued


							
	 Single
	 	Ladner,	 	US	 	09/02/86	 	06/902,971	 	Abandoned	 	 
							
	 Polypeptide
	 	Bird	 	 	 	 	 	 	 	 	 	 
							
	 Chain Molecules
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	US	 	09/02/87	 	07/092,110	 	Abandoned	 	 
							
	 	 	 	 	PCT	 	09/02/87	 	PCT/US87/02208	 	 	 	 
							
	 	 	 	 	EP	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Austria	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Belgium	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	France	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93

  

 5 









													
	 Title

	 	 Inventor

	 	 Country

	 	 Date Filed

	 	 Serial No.

	 	 Patent No.

	 	 Date Issued


							
	 	 	 	 	Germany	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Italy	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Luxem-bourg	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Netherlands	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Sweden	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	Switzerland	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	U. Kingdom	 	09/02/87	 	87906006.9	 	0281604	 	03/31/93
							
	 	 	 	 	CA	 	09/04/87	 	546164	 	 	 	 
							
	 	 	 	 	Japan	 	09/02/88	 	219589	 	 	 	 
							
	 	 	 	 	US	 	01/19/89	 	07/299,617	 	4,946,778	 	08/07/90
							
	 	 	 	 	US	 	04/25/90	 	07/512,910	 	5,260,203	 	11/09/93
							
	 	 	 	 	US	 	04/01/93	 	08/040,440	 	5,455,030	 	10/03/95
							
	 	 	 	 	US	 	06/06/95	 	08/468,988	 	5,518,889	 	05/21/96
							
	 	 	 	 	US	 	06/06/95	 	08/468,992	 	5,534,621	 	07/09/96
							
	 Computer Based
	 	Ladner	 	US	 	09/02/86	 	06/902,970	 	4,704,692	 	11/03/87
							
	 System and
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Method for
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Determining
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Possible
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Chemical
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Structures
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	PCT	 	09/02/87	 	PCT/US87/02211	 	 	 	 
							
	 	 	 	 	EP	 	09/02/87	 	87906007.7	 	Abandoned	 	 
							
	 	 	 	 	US	 	11/02/87	 	07/115,919	 	Abandoned	 	 

  

 6 









													
	 Title

	 	 Inventor

	 	 Country

	 	 Date Filed

	 	 Serial No.

	 	 Patent No.

	 	 Date Issued


							
	 	 	 	 	US	 	06/09/88	 	07/204,940	 	4,881,175	 	Abandoned
							
	 Organism
	 	Ladner,	 	***	 	***	 	***	 	***	 	***
							
	 Carrying a Single
	 	Glick, Bird	 	 	 	 	 	 	 	 	 	 
							
	 Chain Antibody
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Domain at its
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Surface
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	PCT	 	03/02/88	 	PCT/US88/00716	 	 	 	 
							
	 	 	 	 	EP	 	03/02/88	 	88903058.1	 	0349578	 	11/30/94
							
	 	 	 	 	France	 	03/02/88	 	88903058.1	 	0349578	 	11/30/94
							
	 	 	 	 	Germany	 	03/02/88	 	88903058.1	 	0349578	 	11/30/94
							
	 	 	 	 	UK	 	03/02/88	 	88903058.1	 	0349578	 	11/30/94
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 Incremental
	 	Hardman	 	US	 	09/02/87	 	07/092,147	 	4,939,666	 	07/03/90
							
	 Macromolecule
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Construction
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Method
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	CA	 	09/01/88	 	576,386	 	Abandoned	 	 
							
	 	 	 	 	JP	 	9/02/88	 	221223	 	 	 	 
							
	 Linkers for
	 	Whitlow,	 	US	 	11/20/92	 	07/980,529	 	 	 	 
							
	 Linked Fusion
	 	Filpula	 	 	 	 	 	 	 	 	 	 
							
	 Polypeptides
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	US	 	01/15/93	 	08/002,845	 	 	 	 
							
	 	 	 	 	PCT	 	11/17/93	 	PCT/US93/11138	 	Abandoned	 	 
							
	 	 	 	 	US	 	04/07/94	 	08/224,591	 	5,856,456	 	01/05/99
							
	 	 	 	 	US	 	09/10/97	 	08/926,789	 	 	 	 



	***	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. 

  

 7 









													
	 Title

	 	 Inventor

	 	 Country

	 	 Date Filed

	 	 Serial No.

	 	 Patent No.

	 	 Date Issued


							
	 Antigen Binding
	 	Whitlow,	 	US	 	10/13/94	 	08/323,445	 	5,763,733	 	06/09/98
							
	 Fusion Proteins
	 	Filpula,	 	 	 	 	 	 	 	 	 	 
							
	 	 	Shorr	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	US	 	08/16/95	 	08/515,903	 	5,767,260	 	06/16/98
							
	 	 	 	 	PCT	 	10/13/95	 	PCT/US95/12840	 	Abandoned	 	 
							
	 Stabilized
	 	Lee	 	US	 	04/07/95	 	08/417,855	 	5,656,730	 	08/12/97
							
	 Monomeric
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Protein
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 Compositions
	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	***	 	***	 	***	 	 	 	 
							
	 Production and
	 	Filpula,	 	***	 	***	 	***	 	***	 	 
							
	 Uses of
	 	Wang,	 	 	 	 	 	 	 	 	 	 
							
	 Glycosylated
	 	Shorr,	 	 	 	 	 	 	 	 	 	 
							
	 Single Chain Fv
	 	Whitlow,	 	 	 	 	 	 	 	 	 	 
							
	 Proteins
	 	Lee	 	 	 	 	 	 	 	 	 	 
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 	 	 	 	***	 	***	 	***	 	***	 	 
							
	 	 	 	 	PCT	 	04/30/98	 	PCT/US98/08662	 	 	 	 
							
	 ***
	 	***	 	***	 	***	 	***	 	 	 	 
							
	 ***
	 	***	 	 	 	 	 	 	 	 	 	 
							
	 ***
	 	***	 	 	 	 	 	 	 	 	 	 



	***	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. 

  

	***	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. 

  

 8 









	4)	Biosite Patent Rights in relation to phage display of multimeric binding proteins: 

  
 Dower Patents 
  

											
	 Country

	  	Serial number

	 	Filing date

	 	Patent number

	  	Issue date

	  	Status


	 US
	  	07/517,659	 	05/01/90	 	5,427,908	  	06/27/95	  	Issued
	 US
	  	08/376,326	 	01/20/95	 	5,580,717	  	12/03/96	  	Issued
	 ***
	  	***	 	***	 	 	  	 	  	***
	 PCT
	  	US91/02989	 	05/01/91	 	—  	  	 	  	Published
	 EPO
	  	91908963,1	 	05/01/91	 	0527839	  	12/02/98	  	Granted
	 EPO
	  	98200770,0	 	03/11/98	 	—  	  	 	  	Pending
	 Japan
	  	3-508896	 	05/01/91	 	—  	  	 	  	Pending

  
 XOMA PATENTS

  

			
	 Title:
	  	Modular Assembly of Antibody Genes. Antibodies Prepared Thereby and Use
	 Inventors:
	  	Robinson, Liu, Horwitz, Wall, Better

  

	1)	Based on PCT/US86/02269, which is a continuation-in-part of U.S. Serial No. 06/793.980 filed November 1, 1985 (abandoned) 

  

					
	 Country

	  	 Serial No.

	  	 Patent No.


	 *United States
	  	06/793,980	  	 
	 Australia
	  	65981/86	  	Issued 606,320
	 Canada
	  	521,909	  	Pending
	 Denmark
	  	3385/87	  	Pending
	 Taiwan
	  	75105650	  	Issued 51922
	 *United States
	  	06/086,266	  	 

  

 9 









	2)	Based on PCT/US88/02514, which corresponds to U.S. Serial No. 07/077,528 which is a continuation-in-part of 06/086,266 (abandoned), which is a continuation-in-part of U.S. Serial
No. 06/793,980 (abandoned). 

  

					
	 Country

	  	 Serial No.

	  	 Patent No.


	 Australia
	  	23244/88	  	Issued 632,462
	 Austria
	  	EP88907510.7	  	Granted EP/0371998
	 Belgium
	  	EP 88907510.7	  	Granted EP/0371998
	 Canada
	  	572,398	  	Pending
	 Denmark
	  	192/90	  	Pending
	 Europe
	  	EP 88907510.7	  	Granted EP/0371998
	 Europe
	  	EP 95119798.7	  	Pending (divisional)
	 France
	  	EP 88907510.7	  	Granted EP/0371998
	 Germany
	  	EP 88907510.7	  	Granted EP/0371998
	 Italy
	  	EP 88907510.7	  	Granted EP/0371998
	 Japan
	  	506481/88	  	Pending
	 Luxembourg
	  	EP 88907510.7	  	Granted EP/0371998
	 Netherlands
	  	EP 88907510.7	  	Granted EP/0371998
	 Sweden
	  	EP 88907510.7	  	Granted EP/0371998
	 Switzerland/Liechtenstein
	  	EP 88907510.7	  	Granted EP/0371998
	 United Kingdom
	  	EP 88907510.7	  	Granted EP/0371998
	 Europe
	  	EP 93100041.8	  	Granted EP/0550400

  

	*	Cases Abandoned in favor of a continuing application 

  

					
	 Austria
	  	EP 93100041.8	  	Granted EP/0550400
	 Belgium
	  	EP 93100041.8	  	Granted EP/0550400
	 France
	  	EP 93100041.8	  	Granted EP/0550400
	 Germany
	  	EP 93100041.8	  	Granted EP/0550400
	 Italy
	  	EP 93100041.8	  	Granted EP/0550400
	 Luxembourg
	  	EP 93100041.8	  	Granted EP/0550400
	 Netherlands
	  	EP 93100041.8	  	Granted EP/0550400
	 Sweden
	  	EP 93100041.8	  	Granted EP/0550400
	 Switzerland/Liechtenstein
	  	EP 93100041.8	  	Granted EP/0550400
	 United Kingdom
	  	EP 93100041.8	  	Granted EP/0550400
	 *United States
	  	07/077,528	  	 

  

 10 









	3)	Based on U.S. Serial No. 07/501.092 filed March 29, 1990, which is a continuation-in-part of U.S. Serial No. 07/077, 528 (Modular Assembly of Antibody Genes, Antibodies Prepared
Thereby and Use; Robinson, Liu, Horwitz, Wall, Better) and of U.S. Serial No. 07/142,039 (Novel Plasmid Vector with Pectate Lyase Signal Sequence; Lei, Wilcox). 

  

					
	 Country

	  	 Serial No.

	  	 Patent No.


	 *United States
	  	07/501,092	  	 
	 *United States
	  	07/987,555	  	 
	 *United States
	  	07/870,404	  	 
	 *United States
	  	08/020,671	  	 
	 United States
	  	08/235,225	  	5,618,920
	 United States
	  	08/299,085	  	5,595,898
	 United States
	  	08/357,234	  	5,576,195
	 United States
	  	08/472,696	  	Allowed
	 United States
	  	08/472,691	  	Pending
	 United States
	  	08/467,140	  	5,698,435
	 United States
	  	08/450,731	  	5,693,493
	 United States
	  	08/466,203	  	5,698,417

  

	*	Cases abandoned in favor of a continuing application 

  

			
	 Title:
	  	 Novel Plasmid Vector with Pectate Lyase Signal Sequence

	 Inventors:
	  	 Lei, Wilcox


  
 Based on U.S. Serial No. 07/142,039
filed January 11, 1988 and PCT/US89/00077 
  

					
	 Country

	  	 Serial No.

	  	 Patent No.


	 Australia
	  	29377/89	  	Issued/627443
	 Canada
	  	5887.885	  	I.338,807
	 Europe
	  	EP 89901763.6	  	Granted EP/0396612
	 Austria
	  	EP 89901763.6	  	Granted EP/0396612
	 Belgium
	  	EP 89901763.6	  	Granted EP/0396612
	 France
	  	EP 89901763.6	  	Granted EP/0396612
	 Germany
	  	EP 89901763.6	  	Granted EP/0396612
	 Italy
	  	EP 89901763.6	  	Granted EP/0396612
	 Luxembourg
	  	EP 89901763.6	  	Granted EP/0396612

  

 11 









					
	 Netherlands
	  	EP 89901763.6	  	Granted EP/0396612
	 Sweden
	  	EP 89901763.6	  	Granted EP/0396612
	 Switzerland/Liechtenstein
	  	EP 89901763.6	  	Granted EP/0396612
	 United Kingdom
	  	EP 89901763.6	  	Granted EP/0396612
	 Japan
	  	501661/89	  	Pending
	 *United States
	  	07/142.039	  	 

  

	*	Cases abandoned in favor of a continuing application 

  

 12 








 EXHIBIT B 
  
 Attached hereto are the three Third Party Agreements. 
  
 DYAX AGREEMENT 
  
 Third Party Agreement 
  
 The undersigned hereby acknowledges that Dyax Corp. and Protein Engineering Corporation (collectively, “Licensor”), each having a principal
place of business at 765 Concord Avenue, Cambridge, Massachusetts 02138, have licensed certain patent rights to and under U.S. Patent No. 5,223,409 entitled “Directed Evolution of Novel Binding Proteins”, U.S. Patent No. 5,403,484 entitled
“Viruses Expressing Chimeric Binding Proteins”, and 5,571,698, 5,837,500, and EP Patent No. 436,597 and associated patent rights, to (“Licensee”) under a License Agreement (the “License”) effective as of, a copy of
which has been provided to the undersigned by Licensee; and that the undersigned as a Third Party Transferee expects to receive from Licensee or its Affiliates one or more Licensed Intermediates or services or proprietary information with respect to
one or more Licensed Intermediates (collectively, the “Transferred Technology”). All terms not otherwise defined herein shall have the meanings ascribed to them in the License. 
  
 1. In consideration of the value of the patent rights referenced above in
developing the Transferred Technology, the undersigned agrees (a) to use the Transferred Technology solely within the Field of Use to make, have made, use, sell and have sold Licensed Products (collectively, “Covered Products”); and (b) to
maintain and retain complete and accurate records of sales of Covered Products and any amounts paid or payable to Licensee in relation to such Covered Products, all in accordance with Section 4.4 of the License. 
  
 2. If the undersigned is notified, by Licensor or Licensee or otherwise, that
the License has been terminated in accordance with its terms, such termination shall not affect the rights of the undersigned to make, use and sell Covered Products; provided, however, that the 

  

 13 








 
undersigned hereby agrees that from and after the date of such termination the undersigned shall have the obligation (a) to pay directly to Licensor all
amounts due pursuant to the Payment Schedule elected by Licensee under Section 4.1 of the License (as determined, in the event of any conflict, by the records of Licensor), including royalties on Net Sales, with respect to all Covered Products
(which shall be deemed for purposes of this paragraph to be “Licensed Products” as defined in the License), and (b) deliver directly to Licensor all reports otherwise due to Licensee pursuant to paragraph 1 above. All such payments and
reports shall be subject to the terms and conditions therefor set forth in the License, which are incorporated herein. To the extent that the foregoing constitutes a grant of rights to the undersigned under Patent Rights with respect to the
Transferred Technology, such rights shall be contingent and, in the event of a failure to make any such payments or any other material breach by the undersigned, terminate upon thirty (30) days notice unless the breach is cured prior to expiration
of such period. Licensor shall not be deemed to have assumed, and will not be liable for, any representations, warranties or obligations of Licensee to the undersigned. 
  
 3. This Agreement is executed and delivered as an instrument under seal expressly for the benefit of each of Licensor and
Licensee and their respective Affiliates and permitted successors and shall be subject to the terms of Article 8 of the License, which are incorporated herein.  
  

					
	 {Company Name}
	 	 	 	Address:

  

 14 








 SCA-VENTURES AGREEMENT 
  
 THIRD PARTY AGREEMENT 
  
 The undersigned hereby acknowledges that SCA VENTURES Inc., a corporation of the State of Delaware (SCA VENTURES) having its principal place of business
at 20 Kingsbridge Road, Piscataway, New Jersey 08854-3969, USA has licensed certain SCA VENTURES PATENT RIGHTS to MORPHOSYS AG (LICENSEE) under a NON-EXCLUSIVE DERIVED PRODUCT LICENSE AGREEMENT effective as of
                    , a redacted copy of which has been provided to the undersigned by LICENSEE; and that the undersigned, as a THIRD PARTY
TRANSFEREE, expects to receive, or receive services or proprietary information with respect to, an INTERMEDIATE, INTERMEDIATE PRODUCT(S) or DERIVED PRODUCT(S) or a sublicense of all or a portion of the rights granted to LICENSEE under the attached
NON-EXCLUSIVE DERIVED PRODUCT LICENSE AGREEMENT (collectively, the TRANSFERRED TECHNOLOGY) from the LICENSEE or its AFFILIATES. All terms not otherwise defined herein shall have the same meanings set forth in the attached NON-EXCLUSIVE DERIVED
PRODUCT LICENSE AGREEMENT. 
  
 1. In consideration of the value of
the SCA VENTURES PATENT RIGHTS in developing the TRANSFERRED TECHNOLOGY, the undersigned agrees (a) to use the TRANSFERRED TECHNOLOGY solely to develop, make, use, sell, offer for sale and import DERIVED PRODUCTS, or (b) to use the TRANSFERRED
TECHNOLOGY only in accordance with its agreement with LICENSEE, if more restrictive. The undersigned further agrees that in no event will it sell, transfer or license an INTERMEDIATE or an INTERMEDIATE PRODUCT without first obtaining the written
approval of SCA VENTURES. 
  
 If the undersigned is notified, by
SCA VENTURES or LICENSEE or otherwise, that the NON-EXCLUSIVE DERIVED PRODUCT LICENSE AGREEMENT has been terminated in accordance with its terms, such termination shall not affect the rights of the undersigned to develop, make, use, sell, offer for
sale and import DERIVED PRODUCTS; provided, however, 

  

 15 








 
that the undersigned hereby agrees that from and after the date of such termination the undersigned shall be bound by the terms and conditions of the
NON-EXCLUSIVE DERIVED PRODUCT LICENSE AGREEMENT. To the extent that the foregoing constitutes a grant of rights to the undersigned under SCA VENTURES PATENT RIGHTS with respect to the TRANSFERRED TECHNOLOGY, such rights shall be contingent and, in
the event of any material breach by the undersigned, shall terminate upon thirty (30) days written notice from SCA VENTURES unless the breach is cured prior to expiration of such period. SCA VENTURES and its AFFILIATES shall not be deemed to have
assumed, and will not be liable for, any representations, warranties or obligations of LICENSEE to the undersigned. 
  
 This THIRD PARTY AGREEMENT is executed and delivered as an instrument under seal expressly for the benefit of each of SCA VENTURES and LICENSEE and their
respective AFFILIATES and permitted successors and assigns. 
  

			
	THIRD PARTY TRANSFEREE:	 	 


			
	Address:	 	 


			
	By:	 	 


			
	Title:	 	 


			
		
	LICENSEE:	 	 


			
	By:	 	 


			
	Title:	 	 

  

 16 








 GENENTECH AGREEMENT 
  
 Morphosys Partner Agreement 
  
 The undersigned hereby acknowledges that Genentech, Inc., having a principal place of business at 1 DNA Way, South San Francisco, California 94080-4990, has granted
certain limited license under U.S. Patent Nos. 5,750,373; 5,780,279; 5,821,047; 5,846,765; EP 564 531 and patents related thereto (“Patent License”), to Morphosys under a License Agreement (the “License Agreement”) effective as
of April 30, 2000, a redacted copy of which has been provided to the undersigned by Morphosys; and that the undersigned as a Morphosys Partner expects to receive from Morphosys one or more Licensed Products, services or proprietary Information with
respect to Morphosys HuCal Technology or Morphosys TRIM Technology (collectively, the “Transferred Technology”). All terms not otherwise defined herein shall have the same meanings set forth in the License Agreement. 
  
 1. In consideration of the value of the Patent License in developing the Transferred
Technology, the undersigned agrees (a) to use the Transferred Technology solely within the Field to research and develop, make, have made, use, sell and have sold Licensed Products (collectively, “Covered Products”); and (b) to maintain
and retain complete and accurate records of sales of Covered Products and any amounts paid or payable to Morphosys in relation to such Covered Products. 
  
 2. If the undersigned is notified, by Genentech or Morphosys or otherwise, that the License Agreement has been terminated in accordance with its terms, such termination
shall not affect the rights of the undersigned to research and develop, make, have made, use, sell and have sold Covered Products; provided, however, that the undersigned hereby agrees that from and after the date of such termination, the
undersigned shall have the obligation (a) to pay directly to Genentech all amounts due pursuant to the License Agreement, with respect to all Covered Products (which shall be deemed for purposes of this paragraph to be “Licensed Products”
as defined in the License Agreement), and (b) deliver directly to Genentech all payments and reports otherwise due to Morphosys pursuant to paragraph 1 above. All such payments and 

  

 17 








 
reports shall be subject to the terms and conditions therefor set forth in the License Agreement, which are incorporated herein. To the extent that the
foregoing constitutes a grant of rights to the undersigned under the Patent License with respect to the Transferred Technology, such rights shall be contingent and, in the event of a failure to make any required payments to Genentech or any other
material breach of this Agreement by the undersigned, such rights under the Patent License shall terminate upon thirty (30) days’ notice (and the undersigned shall have no other rights whatsoever under the License Agreement), unless the breach
is cured prior to expiration of such period. 
  
 3. This Agreement is executed and
delivered as an instrument under seal expressly for the benefit of each of Genentech and Morphosys and their respective Affiliates and permitted successors. 
  

									
	 {Company Name}
	 	 	 	 Address:

					
	By:	 	 	 	 	 	 	 	 
					
	 Title:
	 	 	 	 	 	 	 	 

  

 18 








 EXHIBIT C 
  
 EXHIBIT REMOVED FROM CONTRACT UPON EXECUTION OF AMENDMENT NO. 2 
 TO AGREEMENT 
  

 19 








 EXHIBIT D 
  
 EXHIBIT REMOVED FROM CONTRACT UPON EXECUTION OF AMENDMENT NO. 2 
 TO AGREEMENT 
  

 20