Project Woods Business Combination Agreement between Novartis AG and Novartis data42 AG and MorphoSys AG dated February 5, 2024

Preamble

I.   Current Status of the Company

1.  Company Shares

2.  Convertible Bonds

3.  Development Funding Bonds

4.  Incentive Plans

II. Takeover Offer

5.  Announcement of the Takeover Offer

6.  Launch of the Takeover Offer

7.  Terms of the Takeover Offer

8.  Protection of the Takeover Offer

9.  Recommendation of the Takeover Offer by the Company

III.  Post-Takeover Undertakings

10.  Business Strategy and Integration

11.  Corporate Governance

12.  Headquarters

13.  Company Name

14.  Workforce and Employee Incentives

15.  Corporate Measures

16.  Dividends

IV.  Representations and Warranties

17.  Representations and Warranties

18.  No Recourse; Exclusion of Statutory Regime

V. Covenants

19.  Company Covenants

20.  Takeover Financing

21.  Certain U.S. Tax Actions

22.  Regulatory Clearances

23.  Best Efforts to Effect Takeover Offer

24.  Shareholder Litigation

25.  Rule 14d-10 Matters

26.  Notification of Certain Matters

VI.  Other Provisions

27.  Term and Termination

28.  Liability and Indemnification

29.  Notices

30.  Confidentiality

31.  Press Releases

32.  Assignment

33.  No Third-Party Rights

34.  Costs

35.  Interpretation, Language

36.  Governing Law

37.  Dispute Resolution

38.  Entire Agreement

39.  Amendments and Waivers

40.  Severability

Novartis data42 AG, a stock corporation incorporated under the Laws of Switzerland, with registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492,

Novartis AG, a stock corporation incorporated under the Laws of Switzerland, with registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under CHE-103.867.266,

MorphoSys AG, a publicly listed stock corporation (Aktiengesellschaft) incorporated under the Laws of Germany, with registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, and being registered with the commercial register (Handelsregister) of the local court of Munich (Amtsgericht) under HRB 121023,

The Company is a stock corporation (Aktiengesellschaft) under the Laws of Germany, with registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, and being registered with the commercial register (Handelsregister) of the local court of Munich (Amtsgericht) under HRB 121023. The Company and its Subsidiaries within the meaning of Section 17 German Stock Corporation Act from time to time are hereinafter collectively referred to as “Group Companies” or the “Group”.

The Bidder is a stock corporation incorporated under the Laws of Switzerland, with registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-106.052.527. The Bidder is a wholly owned Subsidiary of the Parent.

The Parent is a stock corporation incorporated under the Laws of Switzerland, with registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-103.867.266. The Bidder and the Parent are hereinafter also collectively referred to as the “Bidder Entities”. The Parent, together with its Subsidiaries, are hereinafter collectively referred to as the “Bidder Group”.

With a view to strengthening the business of the Company, the Parent, acting through the Bidder, intends to submit a voluntary public cash takeover offer (freiwilliges öffentliches Übernahmeangebot) (the “Takeover Offer”) within the meaning of Section 29 para. 1 German Takeover Act to the shareholders of the Company for all shares in the Company (the “Takeover”).

As of the date hereof, the Bidder Group does not own voting rights and/or instruments related to the Company as defined in Secs. 33, 34 and 38 German Securities Trading Act.

The Company’s management board (Vorstand) (the “Management Board”) and its supervisory board (Aufsichtsrat) (the “Supervisory Board”) have, based on the information available to date, concluded that the Takeover is in the best interest of the Company including the Company’s shareholders, employees, and other stakeholders.

The Parties have confirmed to each other prior to entering into this Agreement that (i) their respective corporate bodies have rendered all corporate approvals, and (ii) no additional corporate approvals or actions are necessary on their part, in each case as are necessary for them to enter into this Agreement and to launch, conduct and complete the Takeover Offer and the Takeover in accordance with this Agreement.

Annex P-(H) sets forth the meanings of certain capitalized terms used in this Agreement, as well as a list of additional capitalized terms defined throughout this Agreement, indicating for each such additional capitalized term the page of this Agreement where such term is defined.

Annex P-(I) sets forth a list of the Annexes to this Agreement.

Company Shares

The registered share capital (Grundkapital) of the Company amounts to EUR 37,655,137.00 and is divided into 37,655,137 no-par value bearer shares (auf den Inhaber lautende Stückaktien), each representing a participation in the registered share capital of the Company with a notional amount (rechnerischer Anteil) of EUR 1.00 (the no-par value bearer shares issued by the Company from time to time, the “Company Shares”). There are no Company Shares without voting rights and no Company Shares without dividend rights, and except for the Company Shares, the Company has not issued any other shares.

The Company currently holds 53,685 Company Shares in treasury (eigene Aktien) (the Company Shares held by the Company in treasury from time to time, the “Treasury Shares”).

The Company Shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (ISIN: DE0006632003) and via American Depositary Shares (the “ADS”) on Nasdaq (CUSIP: ▇▇▇▇▇▇▇▇▇). The Bank of New York Mellon, as depositary, registers and delivers ADSs. Each ADS represents one-quarter (1/4) of a deposited Company Share with The Bank of New York ▇▇▇▇▇▇ ▇▇/N.V., as custodian for the depositary in Frankfurt. Each ADS also represents any other securities, cash or other property which may be held by the depositary. The ADS holders will be excluded for the Takeover Offer but may at any time exchange their ADS for Company Shares and tender these Company Shares into the Takeover Offer.

Convertible Bonds

Development Funding Bonds

Incentive Plans

Stock Option Programs

Performance Share Unit Programs

Restricted Stock Unit Programs

Announcement of the Takeover Offer

Offer Announcement

the Bidder shall publish its decision to launch (Entscheidung zur Abgabe) the Takeover Offer, stating, among others, the Offer Price, pursuant to Section 10 German Takeover Act in a form reasonably agreed upon between the Parties (the “Offer Announcement”); and

the Company shall publish an ad hoc announcement pursuant to Art. 17 para. 1 EU Market Abuse Regulation in a form reasonably agreed upon between the Parties (the “Ad Hoc Announcement”).

Press Releases

Filings under the Exchange Act

Offer Support

Disclosure of Material Content

Launch of the Takeover Offer

Preparation of the Offer Document

As promptly as practicable after the date hereof, the Bidder shall prepare the Offer Document in accordance with this Agreement and applicable Law, and otherwise in adherence to best market practices for takeovers of German target companies listed on the regulated market of a German stock exchange. The Takeover Offer shall comply in respect to content and form with this Agreement and the rules for a takeover offer under the German Takeover Act, as well as the German Takeover Regulation, or otherwise agreed between the Parties.

The Bidder shall submit the Offer Document to the BaFin within the statutory submission period pursuant to Section 14 para. 1 German Takeover Act, provided that the Bidder may, and shall upon a reasonable request of the Company, seek to obtain from the BaFin an extension of the time period available for submission of the Offer Document to the BaFin pursuant to Section 14 para. 1 sentence 3 German Takeover Act, if this is required or in the view of either the Bidder or the Company appropriate in order to obtain SEC Relief as contemplated by Section 6.3 prior to the submission of the Offer Document to the BaFin.

The Bidder shall publish the Offer Document in accordance with applicable Laws without delay after approval by the BaFin.

Preparation of the Schedule TO

On the date of the publication of the Offer Document, the Bidder shall commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Takeover Offer and file with the SEC a tender offer statement on Schedule TO with respect to the Takeover Offer that will contain or incorporate by reference the Offer Document and instructions regarding how Company Shares may be tendered into the Takeover Offer and such other information and ancillary offer documents pursuant to which the Takeover Offer will be made in the United States as are required by all applicable Laws, including as required by Rules 14d-2(c) and 14d-3(a) under the Exchange Act (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”, and together with the Offer Document, the “Offer Documents”). The Bidder shall disseminate the Offer Documents in accordance with Rules 14d-2(c) and 14d-4(a) under the Exchange Act.

The Parent and the Bidder agree that they shall cause the Offer Documents filed by such party with the SEC (i) to comply, subject to obtaining SEC Relief, in all material respects with the Exchange Act and other applicable Law and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Parent or the Bidder with respect to information supplied by or on behalf of the Group for inclusion or incorporation by reference in the Offer Documents. Each of the Parent, the Bidder and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Parent and the Bidder further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the holders of the Company Shares, in each case as and to the extent required by the Exchange Act, or the rules and regulations of the SEC and Nasdaq

SEC Exemptions and Relief

Cooperation

Supplemental Information

Changes to the Offer Document at BaFin or SEC Request

Terms of the Takeover Offer

Offer Price

The consideration offered by the Bidder for the Company Shares in the Takeover Offer shall be a cash consideration in the amount of

The acceptance of the Takeover Offer shall be free of any charges, costs and banking/brokers’ commissions for the Company’s shareholders, other than payment of any applicable fees, charges or expenses of the custodian or depositary for the ADS, or their respective agents, as provided under the Depositary Agreement, which in each case shall be borne by the applicable ADS holders.

If, between the date hereof and the Closing, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and ratably adjusted; provided that nothing in this Section 7.1(b) shall be construed to permit any Group Company or any other Person to take any action that is prohibited by the terms of this Agreement.

Acceptance Period

The Takeover Offer shall provide for an acceptance period pursuant to Section 16 para. 1 German Takeover Act of four (4) weeks, but not less than twenty (20) U.S. business days (to be determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (the “Acceptance Period”).

Without prejudice to the rights of the Bidder to extend the Acceptance Period by making an amendment to the Takeover Offer pursuant to Section 21 para. 1 German Takeover Act if made in accordance with this Agreement. which shall remain unaffected, if, during the last two (2) weeks of the Acceptance Period, the Company reasonably believes that the minimum acceptance threshold pursuant to Section 7.4(b) may not be met at the end of the Acceptance Period, upon request by the Company, the Bidder shall promptly (and in any event not later than on the day prior to the day on which the Acceptance Period ends) extend the Acceptance Period by two (2) weeks by making an amendment to the Takeover Offer pursuant to Section 21 para. 1 German Takeover Act, provided that any such amendment must be in line with this Agreement.

Trading of Tendered Shares

Closing Conditions

Regulatory Clearances

The waiting period (or any extension thereof) applicable to the Takeover under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) shall have expired or been terminated and there shall not be in effect any agreement with the Federal Trade Commission or U.S. Department of Justice pursuant to which Parent, the Bidder and the Company have agreed not to consummate the Takeover; and

the clearance of the Takeover by the competent merger control authorities listed in Annex 7.4(a) has been obtained or any applicable waiting periods has been observed

Minimum Acceptance

No Insolvency Proceedings

No Prohibition or Illegality of the Takeover Offer

No Material Compliance Violation

Independent Expert

Waiver of Closing Conditions

To the extent legally permissible, the Bidder is entitled to waive any of the Closing Conditions set forth in Sections 7.4(b) (provided that a waiver of the Minimum Acceptance Condition below 50% of the Company Shares issued as of the expiration of the Acceptance Period shall not be permitted without the Company’s consent), 7.4(c), 7.4(d) or 7.4(e) but none of the Closing Conditions set forth in Sections 7.4(a) (other than the conditions referenced in paragraphs 3 or 4(A) of Annex 7.4(a), which may be waived by the Bidder in its sole discretion).

If any of the Closing Conditions set forth in Section 7.4(a) or 7.4(d) (solely in respect of an Antitrust Law) have not been satisfied by the Longstop Date or any of the other Closing Conditions set forth in Sections 7.4(b) through 7.4(d) have not been satisfied by the earlier of the (i) date by which the relevant Closing Condition needs to be satisfied in accordance with its terms and (ii) the end of the Acceptance Period (as it may be extended) and the Bidder has not effectively waived (to the extent waivable) the relevant Closing Condition(s) in advance, then (A) the Takeover Offer shall lapse, (B) any Contracts which come into existence as a result of accepting the Takeover Offer by any Company shareholder will cease to exist and will not be consummated and (C) any delivered Company Shares in the Takeover Offer will be returned.

Closing

Withholding

Transfer Taxes

Protection of the Takeover Offer

No Solicitation of Competing Offer

solicit (i.e., actively ask for), initiate or knowingly encourage or facilitate a competing public offer for Company Shares by a third party (a “Competing Offer”) or another transaction which is economically or otherwise comparable to a Competing Offer and which, if implemented, would or would be reasonably likely to prevent the Takeover Offer from being successfully completed (any such transaction, including a Competing Offer, a “Competing Transaction”);

engage in, continue or otherwise participate in any discussions or negotiations relating to, or furnish to any other Person any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, a Competing Transaction or any inquiry, proposal or offer that could reasonably be expected to lead to Competing Transaction;

enter into any letter of intent, agreement in principle, business combination agreement, acquisition agreement or similar agreement with respect to a Competing Transaction or any inquiry, proposal or offer that could reasonably be expected to lead to a Competing Transaction; or

resolve to do, or agree or announce an intention to do, any of the foregoing.

Notification of Competing Offer

The Company shall, to the extent legally permissible, inform the Bidder in writing as soon as reasonably practical (and in any event within twenty-four (24) hours) in the event that it or any of its Representatives is approached by another Person in relation to a situation that would reasonably be expected to result in a Competing Transaction (including if it or any of its Representatives receives any proposals, offers or concrete inquiries with respect to a Competing Transaction), and provide the Bidder with written notice of the material terms and conditions of such Competing Transaction, inquiry, proposal or offer, the identity of the Person making any such Competing Transaction, inquiry, proposal or offer and the most current version of the relevant proposed term sheet, letter of intent, business combination agreement, acquisition agreement or similar agreement with respect thereto, including any schedule, exhibit and annex thereto. Thereafter, the Company shall promptly and on a current basis (and in any event within twenty-four (24) hours) provide the Bidder with oral and written notice setting forth all such information as is reasonably necessary to keep the Bidder informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Competing Transaction, inquiry, proposal or offer.

The Company confirms that, as of the time of the execution and delivery of this Agreement, it has terminated any pending discussions with any other Person relating to any potential Competing Transaction and has discontinued, or will promptly discontinue, electronic or physical data room access granted and will promptly request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all non-public information previously furnished to any Person (other than the Company’s advisors as well as the Bidder and its Representatives) in connection with any Competing Transaction proposed within one (1) year prior to the date hereof.

Permitted Engagement with Third Parties

providing information duly requested or required by a Governmental Authority;

engaging with a third party that submits a bona fide, unsolicited alternative offer that is reasonably likely to result in a fully financed (certain funds) Competing Offer, provided that, according to the reasonable opinion of the Management Board, acting in good faith and after consultation with the Company’s financial advisor and outside legal counsel, taking into account all elements of the relevant alternative offer, including the offer consideration per share as well as transaction certainty and timing, the terms of the alternative offer are more favorable to the Company and its shareholders than the terms of the Takeover Offer (a “Superior Offer”), provided further that the Company makes available to the Bidder as soon as reasonably practical (and in any event within twenty-four (24) hours) any material non-public information it has made available to such third party to the extent such information was not previously provided to the Bidder;

acting in accordance with (i) their respective fiduciary duties under German Law, specifically the duty of care and loyalty under Sections 93 and 116 German Stock Corporation Act, and (ii) managerial tasks and duties to the extent legally required, including the business judgment rule pursuant to Sections 76, 93 as well as 116 German Stock Corporation Act (together, the “Fiduciary Duties”);

(i) publishing the Reasoned Statement (as defined below), and (ii) taking and disclosing to the shareholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, including any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act; and

making any disclosure to the shareholders of the Company that is required by applicable Law,

Mutual Notification Duty

Recommendation of the Takeover Offer by the Company

Reasoned Statement

Content of Reasoned Statement

Recommendation Requirements

the Takeover Offer complies with the terms of this Agreement;

no Superior Offer has been published;

the Offer Document for the Takeover Offer has been published in accordance with conditions no less favorable to the Company and the Company’s shareholders than the offer terms set forth in Section 7 and not otherwise contradicting this Agreement or applicable Laws;

the financing of the Takeover Offer has been confirmed by a financing confirmation within the meaning of Section 13 para. 1 German Takeover Act; and

no other circumstances exist, or developments have occurred which, in the reasonable opinion of the Management Board or the Supervisory Board, as applicable, acting in good faith and after consultation with the Company’s financial advisor and outside legal counsel, would cause the members of the Management Board or the members of the Supervisory Board, as applicable, to breach their respective duties under applicable Law, including the duty of care and loyalty under Sections 93 and 116 German Stock Corporation Act, by welcoming and supporting the Takeover Offer.

Submission of the Reasoned Statement and the Schedule 14D-9

The Company will prepare a solicitation/recommendation statement on Schedule 14D-9 (as amended or supplemented, the “Schedule 14D-9”) which shall be consistent with this Agreement and shall include the content set forth in Section 9.2. The Company shall file the Schedule 14D-9 with the SEC on the same date which the Reasoned Statement is published in accordance with Rules 14d-9(b) and 14e-2(a) under the Exchange Act and disseminate the Schedule 14D-9 to holders of Company Shares as and to the extent required by the Exchange Act, or the rules and regulations of the SEC and Nasdaq which are applicable to the Takeover Offer.

The Company agrees that it shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable Law and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information supplied by or on behalf of the Parent or the Bidder for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Parent, the Bidder and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of the Company Shares, in each case as and to the extent required by the Exchange Act, or the rules and regulations of the SEC and Nasdaq which are applicable to the Takeover Offer. The Parent and the Bidder shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Parent or the Bidder that may be required or reasonably requested in connection with the preparation, publication, filing or dissemination of the Schedule 14D-9 and such information shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent and the Bidder shall further promptly correct any information provided by them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect.

The Company will prepare the Reasoned Statement and the Schedule 14D-9 in reasonable cooperation and consultation with the Bidder and its advisors. Specifically, the Company shall give the Bidder and its counsel reasonable opportunity to review and comment on the draft Reasoned Statement before it is published by the Company and on the draft Schedule 14D-9 (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) before it is filed with the SEC. To the extent practicable, the Company shall (i) give due consideration to the Bidder’s comments and (ii) use best efforts to respond as promptly as reasonably possible to any comments (including oral comments) from the BaFin or the SEC or its staff with respect to the Reasoned Statement or the Schedule 14D-9; it being understood (i) that the Company reasonably considering the Bidder’s comments shall have the right to finally decide on the implementation of any such comments to the Reasoned Statement and the Schedule 14D-9, provided however, (ii) that the Company shall implement any such comments to any sections of the Reasoned Statement and the Schedule 14D-9 that relate solely to factual disclosure about the Bidder Group, in each case provided that it is consistent with this Agreement.

The Company agrees to provide the Parent and the Bidder and their counsel with any comments (including oral comments) the Company its counsel may receive from the BaFin, the SEC or its staff with respect to the Reasoned Statement and the Schedule 14D-9 promptly after receipt of those comments (including oral comments).

Business Strategy and Integration

This Agreement sets forth the principal terms and conditions of the Takeover as well as the mutual intentions and understandings of the Parties with regard thereto, the future organizational and corporate governance structure of the Company, and the business strategy to be pursued by the Takeover and, absent a possible conclusion of a domination and/or profit and loss transfer agreement between the Company and the Bidder pursuant to Section 291 para. 1 German Stock Corporation Act (Beherrschungs- und/oder Gewinnabführungsvertrag),

all integration measures taken or proposed by the Bidder must be at arm’s length, and the Management Board shall continue to conduct the business operations of the Company according to applicable Law and based upon the business strategy currently implemented or further developed in the future by the Management Board, and

the final determination of the strategy for the Company’s business and – subject to its approval by the Supervisory Board – its implementation shall remain the responsibility of the Management Board.

Following the consummation of the Takeover, the Bidder Entities intend to fully support the Company in its strategy and to strengthen and grow the Group’s business in the long term. To facilitate this support, the Parties intend to, following the consummation of the Takeover and subject to the Fiduciary Duties of the Management Board and the Supervisory Board and applicable Law, explore effective ways of cooperation and information exchange as is necessary to enable the Group to fully benefit from the Bidder Entities’ resources and know how. To formalize such cooperation and information exchange, the Parties intend to enter, effective upon the consummation of the Takeover and subject to the Fiduciary Duties of the Management Board and the Supervisory Board and applicable Law, into a corresponding cooperation agreement. In furtherance and not in limitation of the foregoing, following the consummation of the Takeover, the Company shall use best efforts, and shall use best efforts to cause its employees, contracts and other agents, insofar as legally permissible, to take all actions and conduct all activities (including providing access to all data, results and other relevant information of the Group Companies) reasonably requested by the Bidder Entities in connection with the drafting, preparation, filing and submission of any Regulatory Permit or other regulatory filing or submission with respect to any Company Product, including pelabrasib.

Corporate Governance

Management Board

Supervisory Board

Following Closing, the Parent intends to be represented in the Supervisory Board in a manner which appropriately reflects its shareholding following Closing, subject to the appointment of its representatives by the competent court pursuant to Section 104 German Stock Corporation Act and/or the shareholders’ meeting of the Company.

To the extent legally possible, the Company will use best efforts to ensure that such number of existing members of the Supervisory Board as referred to in Section 11.2(a) will resign from the Supervisory Board in accordance with the articles of the association of the Company, and will be replaced by a corresponding number of representatives of the Parent to be appointed in accordance with Section 104 German Stock Corporation Act. Upon request of the Parent, the Company will use best efforts to convene an extraordinary general meeting for the election of the relevant number of new members of the Supervisory Board.

Headquarters

Company Name

Workforce and Employee Incentives

General

Employee Remuneration and Incentives

Modification of Remuneration System and Incentive Plans

Promptly after the settlement of the Takeover Offer and the Delisting, the Bidder Entities shall procure and take, insofar as legally permissible, all actions and do all things that are required or desirable (i) to cancel the existing remuneration system for the Management Board, (ii) to cancel any caps provided for in the terms & conditions of the Incentive Plans for Management Board members which apply to the payouts under such Incentive Plans (irrespective of whether such payouts are to be made in Company Shares or in cash) and (iii) to cancel any caps provided for in the terms & conditions of the Incentive Plans for Group employees which apply to the payouts under such Incentive Plans (irrespective of whether such payouts are to be made in Company Shares or in cash) (the “Remuneration Modifications”).

Subject to Section 14.4 (with respect to the 2024 Incentive Plans), the Company shall use its best efforts, subject to applicable law, to defer the settlement of any Incentive Plans to a point in time shortly after both (i) the Delisting has occurred and (ii) the Remuneration Modifications have been implemented (the “Settlement Deferral”).

The Bidder Entities shall procure and take, insofar as legally permissible, all actions and to do all things that are required or desirable to ensure that all Management Board members or Group employees who will leave the Group following a completion of the Takeover Offer are fully compensated for any outstanding remuneration components in keeping with the Company’s past practice for Management Board members or the respective Group employees, respectively, with respect to (i) the vesting and acceleration of such remuneration components under the Incentive Plans and with respect to the 2024 Incentive Plans (except that such 2024 Incentive Plans will not provide for “single-trigger” vesting in connection with the transactions contemplated by this Agreement), (ii) the other remuneration components set forth on Section I of the Company Disclosure Letter (the “Severance Payments”).

Settlement of Incentive Plans

With respect to the Incentive Plans other than the 2024 Incentive Plans, following the earlier of (x) the date on which the Remuneration Modification and the Settlement Deferral have occurred, and, to the extent legally permissible, (y) eleven (11) months following the Closing, the Bidder Entities shall procure and take, insofar as legally permissible, all actions and to do all things that are required or desirable to ensure that, subject to applicable Law, the Company settles all such Incentive Plans under which Company Incentive Awards remain outstanding as of the Closing in cash for the following respective cash considerations:

each Stock Option award (i.e. the total entitlements of the relevant beneficiary under the relevant Incentive Plan award) that is outstanding as of the Closing, whether or not vested, and which has a per-Company Share exercise price equal to or greater than the Offer Price shall be settled for no consideration payable in respect thereof;

each Stock Option award (i.e. the total entitlements of the relevant beneficiary under the relevant Incentive Plan award) that is outstanding and unexercised as of the Closing, whether or not vested, and which has a per-Company Share exercise price less than the Offer Price shall be settled, subject to applicable withholding, for cash consideration equal to (i) the excess of (A) the Offer Price over (B) the per-Company Share exercise price of such Stock Option, multiplied by (ii) the total number of Company Shares subject to such Stock Option award (determined at 100% of performance);

each Performance Share Unit Award (i.e. the total entitlements of the relevant beneficiary under the relevant Incentive Plan award) that is outstanding as of the Closing, whether or not vested shall be settled, subject to applicable withholding, for cash consideration equal to (i) the number of Company Shares subject to such Performance Share Unit Award (determined at 100% of performance) multiplied by (i) the Offer Price; and

each Restricted Stock Unit Award (i.e. the total entitlements of the relevant beneficiary under the relevant Incentive Plan award) that is outstanding as of the Closing, whether or not vested shall be settled, subject to applicable withholding, for cash consideration equal to (i) the number of Company Shares subject to such Restricted Stock Unit Award (determined at 100% of performance) multiplied by (ii) the Offer Price.

To the extent a payment made pursuant to the timing set forth in this Section 14.4 would trigger a Tax or penalty under IRC Section 409A, such payment shall not be made prior to the earliest date, or later than the latest date, that payment would not trigger such Tax or penalty. Further, to the extent any of the payments to be made under this Section 14.4 or any other change in control payments and benefits relating to the Takeover would trigger any excise tax imposed under Section 4999 of the IRC for any “disqualified individual” who is a United States taxpayer, the Company shall use its best efforts, subject to applicable law, to enter with the relevant employees into tax gross up agreements (the “Indemnity Agreements”) of the nature and up to the amounts referred to in item 12 of Section I of the Company Disclosure Letter.

Each Company Incentive Award outstanding under the 2024 Incentive Plans as of the Closing shall, subject to applicable Law, be converted at the Closing into the right to receive an unvested amount in cash equal to the respective amounts for the applicable type of Company Incentive Award set forth in Section 14.4(a)(iii) or (iv) (determined on the basis of 100% of target achievement), vesting, subject to the continued employment of the holder thereof with the Parent and its Affiliates (including the Group Companies), on the same vesting schedule (including with respect to any terms providing for acceleration of vesting upon an involuntary termination of employment) and otherwise on substantially the same terms as the corresponding Company Incentive Award (except (i) for terms rendered inoperative by reason of the transactions contemplated by this Agreement, (ii) for such other administrative or ministerial changes as in the reasonable and good faith determination of the Parent are necessary to facilitate the administration of the converted awards, and (iii) that no performance-based vesting metrics or criteria shall apply from and after the Closing). Any such cash amounts shall be paid to the holder of the applicable vested cash award as soon as practical following the earlier of (x) the applicable vesting date, and (y) the relevant holder ceasing to be an employee of the Group pursuant to a qualifying termination of employment.

Prior to the Closing, the Company shall, subject to Section 14.3, use best efforts to effect all actions that are necessary or appropriate to (i) effect the transactions described in this Section 14.4 at or shortly after the time set forth in Section 14.3(b) (or the Closing with respect to the Company Incentive Awards under the 2024 Incentive Plans) (including by seeking to obtain the consent of any holder of a Company Incentive Award who is not entitled pursuant to the terms of such Company Incentive Award to have payment for such Company Incentive Award accelerated in the manner set forth in Section 14.4(a) or paid at the time contemplated by Section 14.3(b) (such Company Incentive Awards, the “Consent Company Incentive Awards”) to the treatment set forth in this Agreement), (ii) ensure that after the Closing and the implementation of the transactions described in Section 14.3 and this Section 14.4, no holder of Company Incentive Awards (other than with respect to Consent Company Incentive Awards where the holder of such Consent Company Incentive Award does not deliver the consent contemplated by the parenthetical in this Section 14.4(d)(i), where the Company shall elect to settle all such Consent Company Inventive Awards in cash, at the respective settlement times of such Consent Company Incentive Awards following their respective waiting periods and subject to the terms and conditions which were applicable to the corresponding cancelled award – except that the amount of cash consideration paid on settlement shall be, in accordance with the terms of the relevant Incentive Plan, equal to the applicable amount of cash consideration that would be payable pursuant to Section 14.4(a) or, if required by the applicable Incentive Plans, the amount of cash consideration that would be payable pursuant to Section 14.4(a) if the cash compensation offered in the Delisting purchase offer described in Section 15.1 substituted for “Offer Price” in Section 14.4(a)) – shall have any right thereunder to acquire any securities of the Company or any of the Bidder Entities, or to receive any payment or benefit with respect to any Company Incentive Award other than as provided in this Section 14.4. Notwithstanding the foregoing and Section 14.3(b), to the extent that a payment described in Section 14.4 is not otherwise made prior to the one (1) year anniversary of the Closing, the Bidder Entities shall cause, to the extent this is permitted under applicable Law, payment to be made with respect to any Stock Option, Performance Share Unit Award or Restricted Stock Unit Award to the extent that such payment is necessary so that the holder thereof does not incur taxes, penalties or interest pursuant to the operation of Section 409A of the IRC.

Support Arrangement

Communications

Corporate Measures

Delisting

Legal Integration Measures

Dividends

Representations and Warranties

Company Representations and Warranties

Bidder Entities Representations and Warranties

No Recourse; Exclusion of Statutory Regime

Each of the Parties acknowledges and agrees that the Company Representations, as qualified by the Company Disclosure Letter, as well as the Bidder Representations (i) constitute the sole and exclusive representations and warranties in connection with the Takeover, (ii) are solely given for informational purposes (reine Wissenserklärungen zu Informationszwecken), (iii) are in each case subject to the Company’s Knowledge and the Bidder’s Knowledge, as applicable, (iv) shall not create any legal liability on the part of, and be without any recourse against the Party making the relevant representations and warranties to the fullest extent permitted under applicable Laws, and (v) shall not give any Party a right to withdraw from, rescind or otherwise terminate this Agreement based on an alleged or actual incorrectness of the Company Representations, the Company Disclosure Letter and/or the Bidder Representations, as applicable, or otherwise, except, in each case of item (ii), (iv) and (v), for any statutory rights that apply under applicable Law in case of willful misconduct (Vorsatz) or fraud (Arglist) which shall remain unaffected.

All other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Group Companies and the Bidder Entities. As a matter of precaution, each of the Bidder Entities and the Company hereby waive vis-à -vis each other, to the fullest extent permissible under applicable Law, any claims under or in connection with the Company Representations as well as the Bidder Representations, as applicable, other than for any statutory rights that apply under applicable Law in case of willful misconduct (Vorsatz) or fraud (Arglist) which shall remain unaffected. For the avoidance of doubt, nothing in this Section 18 shall be interpreted to prevent the Company from being permitted to take the actions listed in Section I of the Company Disclosure Letter notwithstanding Section 19.1.

Company Covenants

Interim Operating Covenants

From the date hereof until the earlier of (i) the lapse of the Takeover Offer pursuant to Section 7.6(b) or the termination of this Agreement in accordance with Section 27, and (ii) the Closing (the “Pre-Closing Period”), to the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall use best efforts to procure that the other Group Companies will, in each case unless the Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed or unless included in Section I of the Company Disclosure Letter, carry on its and their respective business in all material respects in the ordinary course consistent with past practice, including the current strategy; and

During the Pre-Closing Period, to the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, in each case unless the Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed or unless included in Section I of the Company Disclosure Letter, refrain from any of the following:

proposing to the general meeting any amendment to the Company’s articles of association or amending, to the extent this is within the Company’s control, organizational documents of other Group Companies;

(A) issuing any new Company Shares or any other securities exercisable for or convertible into Company Shares (except that the Company may issue Company Shares as required to be issued upon the exercise or settlement of Stock Options, Performance Share Unit Awards or Restricted Stock Unit Awards outstanding as of the date hereof pursuant to the terms thereof (as in effect as of the date hereof) or in respect of the Conditional Conversion Right) or (B) in the case of any Subsidiary of the Company, issuing or selling any equity securities of such Subsidiary other than to the Company or any other member of the Group;

repurchasing or redeeming any of the Company Shares, other than: (A) repurchases of Company Shares outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof) to purchase Company Shares held by an employee of the Group upon termination of such person’s employment or engagement by the Company; (B) repurchases or forfeitures pursuant to the terms of any Stock Option Program, Performance Share Unit Program or Restricted Stock Unit Program as in effect on the date hereof; or (C) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to the Stock Option Programs, Performance Share Unit Programs or Restricted Stock Unit Programs as in effect on the date hereof;

splitting, combining, subdividing or reclassifying any Company Shares or other equity interests;

accepting the Takeover Offer for any Treasury Shares;

effecting any changes to the corporate structure of the Company or any other Group Company (in each case other than with another Group Company) including any transformation transaction (umwandlungsrechtliche Maßnahme) pursuant to the German Transformation Act;

entering into any enterprise agreements (Unternehmensverträge) pursuant to Sections 291 and 292 German Stock Corporation Act (in each case other than with another Group Company);

establishing a record date for, declaring, setting aside or paying any dividend or making any other distribution in respect of any shares of its capital stock (including the Company Shares) or proposing to its shareholders the payment of any dividend or making any other distribution in respect of any Company Shares;

except as contemplated by Section 14 or as required under any Employee Plan (A) granting any increase in compensation, bonuses or other benefits to any Company Service Provider, (B) granting any severance, termination protection, change in control, retention or similar compensation or benefits to any Company Service Provider, (C) granting, paying or awarding any bonuses, incentive compensation, Company Incentive Awards or any other equity or equity-based compensation to any Company Service Provider, (D) hiring, promoting or terminating (other than for cause) the employment or service of any Company Service Provider, except that the Company (1) may provide increases in salary, wages or benefits to non-executive officer employees in the ordinary course of business consistent with past practice of up to 3.5% in the aggregate; (2) may amend any Employee Plans to the extent required by applicable Law; (3) may make usual and customary annual or quarterly bonus payments in the ordinary course of business consistent with past practice; and (4) may enter into employment agreements with non-executive officer employees and consultants in the ordinary course of business consistent with past practice;

(A) amending or modifying any Material Contract in a manner that is adverse in any material respect to the Group Companies or the development, manufacture or commercialization of any Company Product, (B) voluntarily terminating any Material Contract or permitting any Material Contract to expire (except automatic expirations that occur by the operation of the terms of any such Material Contract) or (C) entering into or renewing any Material Contract except of the type described in Section 9(c) or 9(m) of Annex 17.1 so long as it is not referenced in any other clause of Section 9 of Annex 17.1 (it being understood, for the avoidance of doubt, that this Section 19.1(b)(x) shall not be construed to restrict any action that is specifically the subject of and permitted by any of sub-paragraph of Section 19.1(b));

entering into any joint venture, partnership, collaboration or similar arrangement;

except in the ordinary course of business consistent with past practice, making capital expenditures that exceed EUR 1,000,000.00 in the aggregate;

incurring, assuming or guaranteeing any new Indebtedness for borrowed money (i.e., excluding refinancings) exceeding EUR 1,000,000.00 in the aggregate;

purchasing, acquiring, leasing, licensing, sublicensing, pledging, selling or otherwise disposing of, divesting or spinning-off, abandoning, waiving, relinquishing or permitting to lapse, transferring, assigning or encumbering any material right (including, for the avoidance of doubt, rights to receive royalties or other payments with respect to any collaboration, out-license or other Contract to which the Bidder or any of its Affiliate is party) or other material asset or property (including investments in material intangible assets, fixed assets or financial assets), other than Intellectual Property Rights, which are addressed in Section 19.1(b)(xvi); provided that the foregoing shall not apply (A) to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Group, (B) transactions between Group Companies, (C) with respect to pledges, sales or other dispositions constituting Encumbrances created or incurred in connection with any indebtedness permitted to be established or incurred pursuant to Section 19.1(b)(xiii) or (D) sales or other dispositions of assets or properties having a fair market value of less than EUR 1,000,000.00 individually (and not more than EUR 5,000,000.00 in the aggregate);

lending money or making capital contributions or advances to or making investments (except for Treasury investments in financial assets in the ordinary course of business consistent with past practice) in, any Person (other than another Group Company), in excess of EUR 100,000.00 in the aggregate and except for (A) advances to directors, employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto and (B) advances of expenses as required under any Group Company’s articles of association or similar organizational documents;

acquiring, selling, divesting, transferring, assigning, in-licensing, out-licensing, sublicensing, granting a covenant not to assert or release with respect to, cancelling, abandoning, letting lapse, failing to diligently prosecute or using commercially reasonable efforts to enforce, creating or incurring any Encumbrance (other than a Permitted Encumbrance) on, or otherwise disposing of, any material Company IP (including, for the avoidance of doubt, (1) any Company IP that is the subject of any collaboration, out-license or other Contract to which the Bidder or any of its Affiliates is party and (2) any Company IP that claims, covers or is otherwise incorporated in any Company Product), in each case, other than (A) pursuant to non-exclusive licenses granted in the ordinary course of business or (B) the abandonment, disposal, lapse or expiration of Company IP at the end of their statutory terms;

 (A) terminating any clinical trial with respect to any Company Product that is ongoing as of the date of the Agreement or (B) commencing (alone or with any other Person) any new clinical trial with respect to any Company Product;

 except as required by applicable Law or IFRS, (A) making any material change to any accounting method or accounting period used for Tax purposes that has a material effect on Taxes; (B) making, rescinding or changing any material Tax election; (C) filing a material amended Tax Return; (D) entering into a closing agreement with any governmental agency regarding any material Tax liability or assessment; (E) settling, compromising or consenting to any material Tax claim or assessment or surrendering a right to a material Tax refund; or (F) waiving or extending the statute of limitations with respect to any material Tax or material Tax Return, other than automatic waivers or extensions obtained in the ordinary course of business;

entering into binding obligations concerning any M&A transactions which have not been communicated or otherwise known to the public markets prior to the date hereof;

[Reserved]

settling, releasing, waiving or compromising any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim) against any Group Company, other than any settlement, release, waiver or compromise that (A) results solely in monetary obligations involving only the payment of monies by the Group Companies of not more than EUR 1,000,000.00 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, any Group Company) and (B) does not result in any material non-monetary obligation of or restrictions on any Group Company or the admission of fault, wrongdoing or violation of any Law by any Group Company; provided that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the shareholders of the Company against the Company and/or its directors relating to the Takeover or a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 24;

 proposing to the general meeting a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Group Companies; and/or

 entering into any agreement to take, or commit to take, any of the foregoing actions.

To the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, in each case unless the Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed, take the actions set forth in Schedule 19.1(c) hereto.

To the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, use best efforts to effect the matter set forth on Schedule 19.1(d) hereto (the “Specified Matter”). The Company shall provide the Parent and its Affiliates with a reasonable opportunity to review and comment on all purchase or similar agreements and all amendments, waivers, consents or similar instruments and all other agreements or documents to effectuate or otherwise entered into in connection with the effectuation of the Specified Matter, which shall in all cases be in form and substance and on terms (including any financial terms) reasonably acceptable to the Parent.

Exemptions from Interim Operating Covenant

the Company to take any of the already contemplated actions set forth in Section I of the Company Disclosure Letter;

the completion or performance of any binding obligations undertaken pursuant to any Contract entered into prior to the date hereof and made available to Parent prior to the date hereof;

anything required to be done by this Agreement or in order to implement the Takeover in accordance with the terms of this Agreement; and

anything required to be done by the Management Board and/or the Supervisory Board in order for them to always act in the best interest of the Company and/or to comply with their fiduciary or other duties or applicable Law.

Access to Information

During the Pre-Closing Period, upon reasonable advance notice to the Company and subject to applicable Law and Section 19.3(b), the Company shall, and shall cause the Group and the respective Representatives of the Group, to provide the Bidder Entities and their Representatives with reasonable access during normal business hours of the Company to the Group’s properties, personnel, books, records and other information relating to the Group, and promptly provide the Parent and the Parent’s Representatives with all reasonably requested information regarding the business of the Group as the Parent may reasonably request, in each case for any reasonable business purpose related to the Takeover or for purposes of any Legal Integration Measure contemplated by the Parent; provided, however, that any such access shall be conducted at the Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Group and in such a manner as not to unreasonably interfere with the normal operation of the business of the Group. During the Pre-Closing Period, the Company shall, subject to its Fiduciary Duties and insofar as legally permitted, use best efforts to (i) assist, and to cause its Representatives to assist, the Parent in planning for any Legal Integration Measures contemplated by the Parent and (ii) take any and all actions to facilitate the ability of the Parent to implement any such Legal Integration Measures as promptly as practicable after the Closing.

Nothing in this Section 19.3 or elsewhere in this Agreement shall require any of the Group to disclose any information to the Parent if such disclosure would, in the Company’s reasonable determination and after notice to the Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Group has reasonably cooperated with the Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law (so long as the Group has reasonably cooperated with the Parent to permit disclosure to the extent permitted by applicable Law) or (iii) contravene any Contract to which a Group Company is a party or by which a Group Company is bound and that has not already been provided to the Parent (so long as the Group has reasonably cooperated with the Parent to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 19.3 shall require a Group Company to disclose any information to the Parent or the Parent’s representatives if such information relates to the applicable portions of the minutes of the meetings of the Management Board or the Supervisory Board or any committee thereof (including any presentations or other materials prepared by or for the Management Board or the Supervisory Board or such committee thereof) where the Management Board or the Supervisory Board or committee thereof discussed (x) the Takeover Offer, or any similar transaction involving a Group Company or (y) any Competing Offer; provided that in the case of the information described in the foregoing clauses (x) and (y), this Section 19.3 shall not apply to any such information required to be disclosed or furnished to the Parent pursuant to Section 8, which shall be governed by such Sections.

Both during the Pre-Closing Period and following the consummation of the Takeover, the Company shall, subject to its Fiduciary Duties and insofar as legally permitted, and shall cause the Group Companies to, provide the Parent with updates on the pelabresib program on a monthly basis, as well as report to the Parent any material findings with respect to the pelabresib program, in each case in a form, and on a time frame, that is consistent in all material respects with the Company’s internal updates to its senior management. In addition, both during the Pre-Closing Period and following the consummation of the Takeover, the Company shall, subject to its Fiduciary Duties and insofar as legally permitted, and shall cause the Group Companies to, take the actions set forth on Schedule 19.3(c).

The information shared pursuant to this Section 19.3 shall be subject to Section 22.7.

Treasury Shares

As soon as reasonably practicable following the date hereof, the Company shall enter into a customary irrevocable undertaking and security blockage agreement with the Bidder in line with the corresponding requirements promulgated by the BaFin in which it irrevocably undertakes to the Bidder not to tender any Treasury Shares into the Takeover Offer. For the avoidance of doubt and notwithstanding the preceding sentence, the Bidder may, subject to applicable Law, elect to acquire all Treasury Shares following the Closing for a price not exceeding the Offer Price per Company Share.

If, prior to the expiration of the Acceptance Period, the Bidder reasonably believes that the satisfaction of the Minimum Acceptance Condition (as it may be amended in accordance with this Agreement) is not ensured, the Company shall discuss in good faith about a sale of the Treasury Shares to the Bidder, to the extent permitted by applicable Law, against payment of the Offer Price, payment of which will be deferred until the Business Day after the Closing.

Takeover Laws

Support of ADS Holders

Communications and Interactions with Regulatory Authorities; Applicable Proceedings

Takeover Financing

Sufficiency of Funds

Financing Confirmation

Provision of Post Closing Financing to the Company

Certain U.S. Tax Actions

Section 338 Elections

Entity Classification Elections or Changes

Regulatory Clearances

General Cooperation

Filing for Approvals

Removal of Impediments

Cooperation Duties

Exchange of Information

Mutual Notifications

Confidentiality Obligations

Best Efforts to Effect Takeover Offer

Shareholder Litigation

Rule 14d-10 Matters

Notification of Certain Matters

Term and Termination

Term

Grounds for Termination

by the Company or the Bidder (acting in its own name and on behalf of the Parent) if

the Takeover Offer lapses as result of non-satisfaction of the Closing Conditions set forth in Sections 7.4(a) or 7.4(d) (solely in respect of an Antitrust Law) (the “Regulatory Closing Conditions”) by 11:59 p.m. German local time on the date that is 12 months following the date hereof (the “Longstop Date”), provided the terminating Party is not then in breach, in any material respect, of any of its covenants or agreements under this Agreement relating to the relevant Closing Condition;

there is any Law, administrative act, restraining order, injunction or other order that is final and non-appealable and is issued by any Specified Governmental Authority or is based upon the Antitrust Laws which prohibits the conduct or consummation of the Takeover Offer (a “Legal Restraint”), provided that the terminating Party is not then in breach, in any material respect, of any of its covenants or agreements under this Agreement relating to such Legal Restraint;

the Takeover Offer lapses as result of non-satisfaction of the Closing Conditions other than the Regulatory Closing Conditions by the end of the Acceptance Period (as it may be extended), provided that the terminating Party is not then in breach, in any material respect, of any of its covenants or agreements under this Agreement relating to the relevant Closing Condition; or

a Competing Offer for greater than twenty (20)% of the Company Shares has been settled and consummated.

by the Company in the following events:

the terms of the Takeover Offer materially deviate from the terms agreed in this Agreement; specifically if the Offer Price offered in the Takeover Offer is lower than the Offer Price agreed in Section 7 or the Takeover Offer contains conditions that are in addition to or broader than the Closing Conditions specified in Section 7.4;

[Reserved]

the offer document of a Superior Offer has been published by a third party and (A) the Company shall have given the Parent prior written notice of its intention to terminate this Agreement pursuant to this Section 27.2(b)(iii) at least five (5) Business Days prior to such termination (a “Determination Notice”) (which notice shall not constitute a termination) and, if desired by the Parent, during such five (5) Business Day period shall have negotiated, and shall have caused its relevant Representatives to negotiate, in good faith with respect to any revisions to the terms of this Agreement or another proposal, to the extent proposed by the Parent, so that such Competing Offer would cease to constitute a Superior Offer; (B) the Company shall have provided to the Parent information with respect to such Superior Offer in accordance with Section 8.2, including the proposed definitive agreement (including any related

failure by the Bidder Entities to perform, in all material respects, the covenants or other obligations to be performed by them under this Agreement, and such breach or failure to perform is non-curable or, if curable, has not been cured within ten (10) Business Days after such breach or failure to perform has been made known to the Bidder Entities by the Company, provided that if such breach or failure to perform becomes known to the Company before the Takeover Offer is launched and is not cured by the time the Bidder is required to launch the Takeover Offer, to the extent permitted by the BaFin, the Bidder shall not launch the Takeover Offer.

by the Bidder (acting in its own name and on behalf of the Parent) in the following events:

failure by the Company to perform, in all material respects, the covenants or other obligations to be performed by it under this Agreement, and such breach or failure to perform is non-curable or, if curable, has not been cured within ten (10) Business Days after such breach or failure to perform has been made known by the Bidder; provided that if such breach or failure to perform becomes known to the Bidder before the Takeover Offer is launched and is not cured by the time the Bidder is required to launch the Takeover Offer, the Bidder shall, to the extent permitted by the BaFin, not launch the Takeover Offer; or

the Company fails to include the information set forth in Section 9.2 in either the Reasoned Statement or the Schedule 14D-9 or the Management Board or the Supervisory Board changes the content of the Reasoned Statement or the Schedule 14D-9 in a manner that does not reflect the information required by Section 9.2.

Notification of Termination

Termination for Cause

Termination Fees

In the event that this Agreement is terminated

by the Company pursuant to Section 27.2(a)(iv) or Section 27.2(b)(iii) (or pursuant to Section 27.2(a)(iii) in circumstances where the Bidder would have been entitled to terminate pursuant to Section 27.2(a)(iv) or Section 27.2(c)(ii));

by the Bidder pursuant to Section 27.2(a)(iv) or Section 27.2(c)(ii) (or pursuant to Section 27.2(a)(iii) in circumstances where the Bidder would have been entitled to terminate pursuant to Section 27.2(a)(iv) or Section 27.2(c)(ii)); or

by either the Company or the Bidder pursuant to Section 27.2(a)(iii), and (A) any Person shall have publicly disclosed a Competing Transaction after the date hereof and prior to the termination of this Agreement and such Competing Transaction has not been publicly and unconditionally withdrawn at least ten (10) Business Days prior to such termination, and (B) within twelve (12) months of such termination, the Company enters into a definitive agreement with respect to a Competing Transaction or a Competing Transaction is consummated (which, in either case, for the avoidance of doubt, does not need to be the same Competing Transaction referred to in clause (A)),

“Company Termination Fee” shall mean a cash amount equal to EUR 50,000,000.

In the event that this Agreement is terminated by the Bidder or the Company pursuant to Section 27.2(a)(i) or Section 27.2(a)(ii) (but, in the case of termination pursuant to Section 27.2(a)(ii), solely to the extent such Legal Restraint is pursuant to or arising under any Antitrust Law) and, in either case, as of the time of such termination, (i) the conditions set forth in at least one of Section 7.4(a) or Section 7.4(d) (with respect to Section 7.4(d), solely to the extent such condition has not been satisfied due to a Legal Restraint pursuant to or arising under any Antitrust Law) shall have not have been satisfied or waived, (ii) all other Closing Conditions (other than any Closing Condition

“Parent Termination Fee” shall mean a cash amount equal to EUR 100,000,000.

Payment of the Company Termination Fee pursuant to this 27.5, shall be

except in case of willful breach (Vorsatz) or fraud (Arglist) on the part of the Company or any other member of the Group, deemed to be liquidated damages (pauschalierter Schadensersatz) for any and all losses or damages suffered or incurred by the Parent, the Bidder, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Takeover (and the abandonment thereof) or any matter forming the basis for such termination; and

with respect to the circumstances which gave rise to the payment of the Company Termination Fee pursuant to Section 27.5(a), the sole and exclusive remedy of the Parent, the Bidder or any of their respective Affiliates against the Group and any of their respective former, current or future officers, directors, partners, shareholders, managers, members or Affiliates for any loss suffered as a result of the failure of the Takeover Offer to be consummated or for a breach or failure to perform hereunder or otherwise, and none of the Parent, the Bidder or any of their respective Affiliates shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates arising out of or in connection with this Agreement, the Takeover or any matters forming the basis for such termination, except in case of willful breach (Vorsatz) or fraud (Arglist) on the part of the Company or any other member of the Group.

Payment of the Parent Termination Fee pursuant to this 27.5, shall be

except in case of willful breach (Vorsatz) or fraud (Arglist) on the part of the Parent or any other Bidder Entity, deemed to be liquidated damages (pauschalierter Schadensersatz) for any and all losses or damages suffered or incurred by the Group Companies, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Takeover (and the abandonment thereof) or any matter forming the basis for such termination; and

with respect to the circumstances which gave rise to the payment of the Parent Termination Fee pursuant to Section 27.5(d), the sole and exclusive remedy of the Group Companies or any of their respective Affiliates against the Bidder Entities and any of their respective former, current or future officers, directors, partners, shareholders, managers, members or Affiliates for any loss suffered as a result of the failure of the Takeover Offer to be consummated or for a breach or failure to perform hereunder or otherwise, and none of the Group

Liability and Indemnification

Specific Performance

Responsibility of the Company

Indemnification by the Bidder

Third-Party Claims

If the Bidder Entities elect to pursue the Assumption of Defense, the Bidder Entities shall within twenty (20) Business Days upon receipt of the Company’s notice of a Third-Party Claim notify the Company or the respective Beneficiary of their intent to assume such defense and the Company shall cooperate and cause the Group, at the Bidder Entities’ expense, to cooperate in each phase of such Assumption of Defense.

The Bidder Entities shall, upon written request of the Beneficiary, regularly consult with the Beneficiary on the status of the Third-Party Claim and give due consideration to comments or recommendations of the Beneficiary. No action by any Beneficiary or its respective representatives in connection with the defense shall be construed as an acknowledgement (whether express or implied) of the Third-Party Claim or of any underlying facts related to such claim.

If the Bidder Entities want to defend themselves against any claim of a Beneficiary pursuant to this Section 28.4 based on an Indemnification Defense, the Bidder Entities shall inform the respective Beneficiary in writing without delay. The Beneficiary shall then be entitled at any time to revoke the Assumption of Defense with immediate effect by giving written notice to the Bidder Entities.

No Beneficiary may compromise or settle any Third-Party Claim with respect to which the Bidder Entities may be liable to any Beneficiary pursuant to Section 28.3 without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

D&O Insurance

Assumption; Enforceability

Parent Guarantee

Notices

Confidentiality

Press Releases

Assignment

No Third-Party Rights

Costs

Interpretation, Language

In the event of any contradiction between legally mandatory provisions under the German Takeover Act as interpreted by the BaFin (including any regulation promulgated thereunder) and this Agreement, the respective provisions under, and interpretation of, the German Takeover Act shall prevail, and this Agreement shall be amended to reflect the Parties’ intentions to the utmost extent.

Terms to which a German translation has been added shall be interpreted as having the meaning assigned to them by the German translation.

The headings of the Sections and sub-sections in this Agreement are for convenience purposes only and shall not affect the interpretation of any of the provisions of this Agreement.

Where this Agreement requires a Party to do something “promptly”, “without delay” or “as soon as reasonably practicable” this shall require such Party to take all required actions without undue delay (ohne schuldhaftes Zögern).

Where this Agreement requires a Party to “procure” something this shall require such Party to assume the responsibility that the relevant action is taken (dafür einstehen, dass ein bestimmter Erfolg eintritt).

Where this Agreement requires a Party to use “best efforts” this shall require such Party to take all such efforts which are from the perspective of a prudent business person reasonable and appropriate (alle wirtschaftlich vernünftigen und angemessenen Bemühungen unternehmen).

Where this Agreement refers to the “date hereof” this shall be a reference to the date on which this Agreement is validly executed and delivered by all Parties (Tag des Zustandekommens dieses Vertrages). Where this Agreement refers to the “Specified Date” this shall be a reference January 18, 2024.

References to the singular include the plural and vice versa and references to one gender include all genders.

References to “writing” (or similar wording) include communication made by post, facsimile, or email.

Documents or other information or materials will be deemed to have been “made available,” “furnished,” “provided,” or “delivered” by the Company if such documents, information or materials have been (A) posted to the virtual data room managed by the Company and hosted by Venue and made available for review by the Parent or its Representatives, (B) filed with or furnished to the SEC and publicly available on ▇▇▇▇▇, or (C) shared with the Bidder Entities and their respective Representatives via email, in each case at least 24 hours prior to the Specified Date.

The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

References to an “intention” (or words of similar import) by any Party in Sections 10 through 16 or 20.3 shall not be deemed to be contractually binding commitments or undertakings and shall not constitute or be construed as legally enforceable covenants or agreements.

Governing Law

Dispute Resolution

All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with the arbitration rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall

Each Party acknowledges and confirms that arbitration pursuant to Section 37(a) shall be the exclusive judicial remedy to settle all disputes arising out of or in connection with this Agreement without recourse to the state courts, save for injunctive proceedings before state courts which shall remain permissible. Each Party hereby irrevocably and unconditionally waives trial by jury if courts of the United States of America should become involved in any dispute or claim which may arise out of or in connection with this Agreement. Each Party further certifies and acknowledges that (i) no representative of any other Person has represented, expressly or otherwise, that such other Person would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such Person understands and has considered the implications of this waiver voluntarily, (iii) each such Person makes this waiver voluntarily, and (iv) each such Person has been induced to enter into this Agreement by, amongst others, the waivers and certifications in this Section 37(b)

Entire Agreement

Amendments and Waivers

Severability

For and on behalf of

Novartis data42 AG

5/2/2024

/s/ Tariq El ▇▇▇▇▇

5/2/2024

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

For and on behalf of

Novartis AG

5/2/2024

/s/ Tariq El ▇▇▇▇▇

5/2/2024

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

For and on behalf of

MorphoSys AG

February 5, 2024

/s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇

▇▇▇▇-▇▇▇▇ ▇▇▇▇▇, M.D.

February 5, 2024

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D.

CFO

“Affiliate”

“Anti-Corruption Laws”

“Antitrust Laws”

“BaFin”

“Bidder’s Knowledge”

“Business Day”

“CARES Act”

“Company Incentive Award”

“Company IP”

“Company’s Knowledge”

“Company Products”

“Company Service Provider”

“Contract”

“Data Privacy and Security Requirements”

“Depositary Agreement”

“Employee Plan”

“Encumbrance”

“Entity”

“Environmental Law”

“ERISA”

“EU Market Abuse Regulation”

“Exchange Act”

“FDA”

“FDCA”

“German Civil Code”

“German Foreign Trade and Payments Act”

“German Foreign Trade and Payments Ordinance”

“German Securities Trading Act”

“German Stock Corporation Act”

“German Stock Exchange Act”

“German Takeover Act”

“German Takeover Regulation”

“German Transformation Act”

“Good Clinical Practices”

“Good Laboratory Practices”

“Good Manufacturing Practices”

“Governmental Authority”

“Governmental Authorization”

“Hazardous Materials”

“Healthcare Laws”

“Incyte Purchase Agreement”

“Indebtedness”

“Intellectual Property Rights”

“IRC”

“IRS”

“Law”

“Legal Proceeding”

“Material Adverse Effect”

“Parent Material Adverse Effect”

“Performance Share Unit Award”

“Permitted Encumbrance”

“Person”

“Personally Identifiable Information”

“Registered Company IP”

“Registered Licensed IP”

“Registered Owned IP”

“Regulatory Permit”

“Release”

“Representatives”

“Restricted Stock Unit Award”

“Securities Act”

“SEC”

“Stock Option”

“Subsidiary

“Tax”

“Tax Return”

Due Organization; Subsidiaries

The Company is a stock corporation duly organized and validly existing under the laws of Germany, and the Company’s only Subsidiaries are set forth on Section 1(a) of the Company Disclosure Letter. Each Group Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. Each Group Company is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where such failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

The Company owns beneficially and of record all of the outstanding shares of capital stock or ordinary shares of the other Group Companies, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Group Companies held by the Company, no Group Company owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Certificate of Incorporation and Bylaws

Capitalization

As of the close of business on January 11, 2024 (the “Capitalization Date”), the registered share capital (Grundkapital) of the Company amounts to EUR 37,655,137.00 and is divided into 37,655,137.00 Company Shares, of which 7,545,606 shares were deposited pursuant to the Depositary Agreement and represented by 30,182,424 ADSs. There are no Company Shares without voting rights and no Company Shares without dividend rights, and except for the Company Shares, the Company has not issued any other shares. As of the closing of business on the Capitalization Date, the Company holds 53,685 Treasury Shares. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Each ADS represents one quarter (1/4) of a deposited Company Share pursuant to the Depositary Agreement.

All of the outstanding shares of the capital stock of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable.

(i) None of the outstanding shares of capital stock of the Group Companies are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, subject to the German Stock Corporation Act; (ii) none of the outstanding shares of capital stock of the Group Companies are subject to any right of first refusal in favor of any Group Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Group Company having a right to vote on any matters on which the stockholders of the Group Companies have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Group Companies. No Group Company is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Group Companies. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the group Companies. The ADSs constitute the only outstanding class of securities of the Company registered under the Securities Act.

There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company.

As of the close of business on the Capitalization Date: (i) 301,228 Company Shares were subject to issuance pursuant to Stock Options granted and outstanding under the Incentive Plans, (ii) 757,376 Company Shares were subject to issuance pursuant to Restricted Stock Unit Awards granted and outstanding under the Incentive Plans, (iii) 1,741,250 Company Shares were subject to issuance pursuant to Performance Share Units Awards granted and outstanding under the Incentive Plans. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Shares, except pursuant to the exercise of Stock Options or the settlement of Restricted Stock Unit Awards or Performance Share Unit Awards, that were in each case outstanding as of the Capitalization Date, in accordance with their respective terms.

Each Company Incentive Award (i) was granted in compliance with applicable Law and all of the terms and conditions of the Incentive Plan pursuant to which it was issued, (ii) was evidenced by a written award agreement substantially in one of the forms that have been made available to the Parent and (iii) has not triggered any liability for the holder thereof under IRC Section 409A.

The Company has made available to the Parent an accurate and complete list, as of the Capitalization Date, of all Persons (by name or identification number) who hold outstanding Company Incentive Awards as of the close of business on the Capitalization Date, indicating, with respect to each Company Incentive Award, the Incentive Plan under which such Company Incentive Award was granted, the number of Company Shares subject thereto, the date of grant, the vesting schedule, the per Company Share exercise price (if applicable) and the expiration date (the “Company Incentive Award Schedule”). The Company shall provide Parent with an updated Company Incentive Award Schedule within three (3) business days prior to the anticipated date of the Closing to reflect any changes occurring between the Capitalization Date and the applicable date of delivery.

As of the close of business on the Capitalization Date, the aggregate outstanding principal amount of the Convertible Bonds was EUR 262,100,000.00 and the conversion price of the Convertible Bonds was EUR 131.29.

Except as set forth in this Section 3 (including Section 3 of the Company Disclosure Letter), there are no: (i) outstanding shares of capital stock of or other securities of any Group Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, option, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Group Company, in each case other than derivative securities not issued by a Group Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Group Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”),Contracts or other plans or arrangements under which any Group Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

SEC Filings; Financial Statements

Since January 1, 2021, the Company has filed or furnished on a timely basis all Company Reports. As of their respective dates, or, if amended prior to the date of the Agreement, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company Reports complied in all material respects with the requirements of German corporate and European securities laws, the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC and other Governmental Authorities promulgated thereunder applicable to those Company Reports, and, except to the extent that information contained in such Company Report has been revised, amended, modified or superseded (prior to the date of the Agreement) by a later filed Company Report, none of the Company Reports when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments).

The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act and Section 91 para. 3 German Stock Corporation Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and that receipts and expenditures are being made only in accordance with authorizations of management; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material

The Company maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of the German corporate and European securities laws, Frankfurt Stock Exchange and Nasdaq.

None of the Group Companies is a party to, nor does any Group Company have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, such Group Company in the Company Reports.

As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC or any other Governmental Authorities with respect to the Company Reports. None of the Company Reports is the subject of ongoing SEC or any other Governmental Authorities review and there are no inquiries or investigations by the SEC or any other Governmental Authorities or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company.

Absence of Changes; No Material Adverse Effect

From December 31, 2022 through the date of the Agreement:

except for discussions, negotiations and activities related to the Agreement or other potential strategic transactions, the Group Companies have operated in all material respects in the ordinary course of business consistent with past practice; and

there has not occurred any event, occurrence, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect.

From June 30, 2023 through the date hereof, there has not been any action taken by any of the Group Companies that, if taken during the Pre-Closing Period, would constitute a breach of, or require consent of Parent under, clauses (i), (iii), (iv), (v), (vi), (vii), (viii), (xi), (xii), (xiii), (xv), (xvii), (xviii), (xix), (xx), (xxi), (xxii) or (xxiii) (solely with respect to the foregoing clauses) of Section 19.1(b).

Title to Assets

Real Property

The Group Companies do not own any real property, have never owned any real property and are not party to any Contract to purchase or sell any real property.

Section 7(b) of the Company Disclosure Letter sets forth an accurate and complete list, as of the date hereof, of all real property currently leased, subleased or licensed by or from the Group Companies or otherwise used or occupied by the Group Companies. The Group Companies hold valid and existing leasehold interests in the real property that is leased or subleased by the Group Companies from another Person (the “Leased Real Property”), free and clear of all Encumbrances other than Permitted Encumbrances, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2021, no Group Company has received any written notice or, to the Company’s Knowledge, oral notice regarding pending or threatened condemnation of any portion of the Leased Real Property or building, fire or zoning code violations with respect to the Leased Real Property.

Intellectual Property

Section 8(a) of the Company Disclosure Letter sets forth a complete and accurate list of all: (i) issued Patents and Patent applications; (ii) Trademark registrations and applications (including Internet domain name registrations); and (iii) Copyright registrations and applications, in each case of the foregoing clauses (i), (ii) and (iii), that is Company IP as of the date hereof and includes, for each such item of Company IP: (A) the record owner thereof, (B) the jurisdiction in which such item of Company IP has been registered or filed and (C) the applicable application, registration or serial number and date filed. The issued Patents and registered Trademarks included in the Company IP are subsisting and, to the Company’s Knowledge, valid and enforceable. Inventorship of the inventions claimed in the Patents and Patent applications within the Registered Owned IP and, to the Company’s Knowledge, the Registered Licensed IP is properly identified on such Patents. All necessary registration, maintenance, renewal and other relevant filing fees have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, domain name or other authorities in the U.S. or non-U.S. jurisdictions, as applicable, for the purpose of maintaining such in full force and effect the Registered Owned IP and, to the Company’s Knowledge, the Registered Licensed IP, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date hereof, no Legal Proceeding (other than routine examination proceedings with respect to pending applications) is

The Group Companies are the sole and exclusive owners or valid licensees of all Company IP, free and clear of all Encumbrances other than Permitted Encumbrances.

No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational institution is being, or has been, used to create, in whole or in part, Company Owned IP or, to the Company’s Knowledge, Company Licensed IP, except for any such funding or use of facilities or personnel that does not result in such Governmental Authority or institution obtaining ownership of or other rights in or to such Intellectual Property Rights, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

The Group Companies have taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all Trade Secrets in the possession of a Group Company, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) no Legal Proceeding is pending (or, to the Company’s Knowledge, is being threatened in writing) against a Group Company and (ii) since January 1, 2021, no Group Company has received any written notice from any Person, in each case, alleging any such infringement, misappropriation or other violation.

To the Company’s Knowledge, except as would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, no Person is infringing, misappropriating or otherwise violating, and, since January 1, 2021, no Person has infringed, misappropriated or otherwise violated, any Company IP. As of the date hereof, no Legal Proceeding is pending or threatened in writing by a Group Company alleging any such infringement, misappropriation or other violation, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Group Company has executed valid and enforceable written agreements with each of its past and present directors, officers, employees, consultants and independent contractors who have created or developed or are creating or developing for or on behalf of such Group Company any Company Owned IP in the course of such Person’s employment or retention thereby, pursuant to which such Person has (i) agreed to confidentiality obligations for all confidential information of such Group Company, and (ii) presently assigned to such Group Company all of such Person’s right, title and interest in and to all such Company Owned IP, except to the extent ownership of such Company Owned IP vests initially in such Group Company by operation of law. There is no material uncured breach by any Group Company or, to the Company’s Knowledge, the counterparty, under any such agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No current or former director, officer, employee or contractor of, or consultant to, any Group Company or, to the Company’s Knowledge, any third party licensor of any Company Licensed IP, has asserted any written claim alleging that they own or have any right or interest to or in any Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

The Group Companies and, to the Company’s Knowledge, all third party licensors of any Company Licensed IP have complied in all material respects with any and all obligations pursuant to the Patent and Trademark Law Amendments Act, 35 U.S.C. § 200 et seq., the ▇▇▇▇-▇▇▇▇ Act, or other similar applicable obligations under the Laws of any applicable jurisdiction, including with respect to any Patents that are part of the Company IP, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems, owned, leased or licensed by any of the Group Companies (collectively, the “Company Systems”) operate and perform as required by the Group Companies in connection with the conduct of the Group Companies’ business as presently conducted, (ii) to the Company’s Knowledge, since January 1, 2021, there have been no failures, breakdowns, continued substandard performance or other adverse events affecting any such Company Systems that have caused or could reasonably be expected to result in the substantial disruption or interruption in or to the use of such Company Systems or the conduct of the business of the Group Companies as presently conducted, and (iii) to the Company’s Knowledge, since January 1, 2021, there have not been any incidents of unauthorized access or other security breaches of the Company Systems.

Each Group Company has complied in all material respects with all Data Privacy and Security Requirements. To the Company’s Knowledge, no Group Company has experienced any material data security breaches or security incidents resulting in the unauthorized access, acquisition or disclosure of Personally Identifiable Information. No Group Company has received or has been subject to, any complaints, audits, proceedings, investigations or claims conducted or asserted by any other Person (including any Governmental Authority) regarding any (x) collection, storage, sharing, transfer, disposition, protection, processing or other use of any Personally Identifiable Information or (y) violation of any Data Privacy and Security Requirements, and to the Company’s Knowledge, no such actions related to the foregoing (x) and (y) are pending. Except as would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, the consummation of the Takeover will not violate any Data Privacy and Security Requirement applicable to any Group Company, and to the Company’s Knowledge, each Group Company shall have the right to process Personally Identifiable Information immediately following the Closing in the same manner as such Group Company had immediately prior thereto. Each Group Company has at all times taken all steps reasonably necessary, including implementing and monitoring appropriate physical, administrative, and technical safeguards and monitoring its compliance with such measures, to ensure that all Personally Identifiable Information is protected against loss and against unauthorized access, use, modification or disclosure in accordance with Data Privacy and Security Requirements.

Contracts

any Contract that is a settlement, conciliation or similar agreement and pursuant to which (A) a Group Company will be required after the date of the Agreement to pay any monetary obligations or (B) that contains material obligations or limitations on such Group Company’s conduct;

any Contract between any Group Company and any third Person (A) limiting the freedom or right of any Group Company or that, upon the Closing, would limit the freedom or right of Parent or any Affiliate of Parent, to engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Group Company, (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Group Company or, upon the Closing, Parent or any Affiliate of Parent to research, develop, use, sell, distribute or manufacture any products or services for any other Person, (D) granting another Person exclusive rights to research, develop, use, sell, distribute or manufacture any Company Product other than on behalf of a Group Company, (E) requiring a Group Company to purchase a minimum quantity of goods or supplies (other than, for clarity, purchase orders providing for a specified quantity of any such goods or supplies), or (F) containing any rights of first refusal, rights of first negotiation or similar obligations or restrictions in favor of any other Person;

any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to any Group Company in an amount having an expected value in excess of EUR 500,000 in the fiscal year ending December 31, 2024 or any subsequent fiscal year or by any Group Company in an amount having an expected value in excess of EUR 1,000,000 in the fiscal year ending December 31, 2024 or any subsequent fiscal year, in each case excluding commercially available off-the-shelf software licenses and Software-as-a-Service offerings;

any Contract relating to Indebtedness of any Group Company in an aggregate principal or committed amount in excess of EUR 500,000 (whether incurred, assumed, guaranteed or secured by any asset);

any Contract between a Group Company and a third Person (A) for the disposition of any material assets or business of the Group Companies or (B) for the acquisition of a material portion of the assets or business of any third Person (whether by merger, sale of stock or assets or otherwise), in each case of (A) or (B) that is pending or contains continuing indemnities or other material obligations or any continuing “earn out” or other contingent payment obligations on the part of a Group Company;

any Contract between any Group Company and any third Person constituting a joint venture, collaboration, partnership or similar revenue sharing arrangement;

any Contract that by its express terms requires a Group Company, or any successor to, or acquirer of, a Group Company, to make any payment to another Person or incur any other obligation as a result of a change of control of such Group Company or gives another Person a right to receive or elect to receive such a payment;

any Contract pursuant to which any Group Company leases, subleases, occupies or otherwise uses any Leased Real Property;

any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of a Group Company, the pledging of the capital stock or other equity interests of a Group Company or the issuance of any guaranty by a Group Company;

any Contract pursuant to which (a) a Group Company is granted a license or other right under any material Intellectual Property Right owned by any third party or (b) a Group Company grants a third party a license or other right to any material Company IP, in each case of the foregoing clauses (a) and (b), other than material transfer agreements, clinical trial agreements, nondisclosure agreements, services agreements, generally commercially available software or technology agreements and other Contracts in which the grant of rights to use Intellectual Property Rights are incidental to and not material to performance under the Contract, in each case, entered into in the ordinary course of business;

any Contract with any academic institution or Governmental Authority that provides for the provision of funding to or by any Group Company for research and development activities with respect to any Company Product;

any Contract pursuant to which any Group Company has milestone or similar contingent payments obligations, including upon the achievement of development, regulatory or commercial milestones, or pursuant to which any Group Company is obligated to pay royalties or other amounts calculated based upon any sales, revenue or income of such Group Company;

any Contract under which any third party (i) provides material research or development services with respect to any Company Product or (ii) manufactures or supplies any Company Product or any material component of any Company Product for or on behalf of any Group Company, in each case of the foregoing clauses (i) and (ii) that (A) is reasonably expected to require the payment or delivery of cash or other consideration by any Group Company in an amount having an expected value in excess of EUR 1,000,000 in the fiscal year ending December 31, 2024 or (B) if terminated or not renewed, would reasonably be expected to have a material and adverse effect on any Company Product;

any Contract requiring a Group Company to use commercially reasonable (or similar) efforts related to the research, development, use, sale, distribution or manufacture of any Company Product;

any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;

any Contract with any Affiliate (other than another Group Company), director, executive officer (as such term is defined in the Exchange Act), Person holding 5% or more of the Company Shares, or, to the Company’s Knowledge, any Affiliate (other than another Group Company) or immediate family member of any of the foregoing;

any indemnification or other similar Contract that provides rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Closing (whether asserted or claimed prior to, at or after the Closing) in favor of any current or former director, officer or employee of any Group Company; and

the Incyte Purchase Agreement.

Liabilities

Compliance with Laws

Regulatory Matters

Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, each Group Company is, and since January 1, 2021 has been, in compliance with all Healthcare Laws, in each case as applicable to the operation of its business. No Group Company nor, to the Company’s Knowledge, any other Person that has performed or is performing any material research, development, manufacturing, distribution or other services or activities on behalf of a Group Company or otherwise with respect to a Company Product, in each case, to the extent acting in such capacity (each, a “Collaboration Partner”) is, or since January 1, 2021 has been, subject to any enforcement, regulatory or administrative proceedings against such Group Company or Collaboration Partner alleging non-compliance with any Healthcare Laws, and no Group Company nor, to the Company’s Knowledge, any Collaboration Partner has received any written, oral or other notification or communication from the FDA or any other Governmental Authority performing functions similar to those performed by the FDA (each a “Healthcare Regulatory Authority”) alleging any material non-compliance with any Healthcare Law, including any (i) FDA Form 483 or warning letter or (ii) “Notice of Adverse Findings” from the FDA or similar notice from any other Healthcare Regulatory Authority.

The Group Companies hold all Regulatory Permits required for their business as currently conducted, and each such Regulatory Permit is valid and in full force and effect. The Group Companies are and, since January 1, 2021, have been in compliance in all material respects with the terms and requirements of such Regulatory Permits. Since January 1, 2021, (i) no deficiencies have been asserted in writing by any Healthcare Regulatory Authority with respect to any Regulatory Permits of the Group Companies, and (ii) none of the Group Companies has received written notice that any Regulatory Permit will not or is likely not to be issued, renewed or extended.

To the Company’s Knowledge, all preclinical and clinical investigations sponsored or conducted by or on behalf of the Group Companies (including by Collaboration Partners) have been and are being conducted in material compliance with applicable Healthcare Laws, including Good Clinical Practices, Good Laboratory Practices and Good Manufacturing Practices and federal and state laws, rules, regulations and binding guidance restricting the use and disclosure of individually identifiable health information. No Group Company nor, to the Company’s Knowledge, any of their Collaboration Partners has received any written notice or other correspondence from any Healthcare Regulatory Authority with respect to any clinical or pre-clinical studies or tests requiring or recommending a clinical hold or the termination, suspension or material modification of such studies or tests.

The Group Companies have filed with the FDA and any other applicable Healthcare Regulatory Authorities all required material filings, declarations, listings, registrations, reports, applications (including supplemental applications) or submissions, including adverse event reports, and any required updates, corrections or modifications to each of the foregoing. All such filings, declarations, listings, registrations, reports, applications, and submissions were in material compliance with applicable Healthcare Laws when filed (or were corrected or completed in a subsequent filing), and no deficiencies have been asserted in writing by any applicable Healthcare Regulatory Authority with respect to any such filings, declarations, listings, registrations, reports, applications or submissions. The Group Companies have a complete documentary record of filings, submissions, correspondence, contacts, and consultations with the applicable Healthcare Regulatory Authorities with respect to the Company Products, except as has not, and would not reasonably be expected to be, material to the Group Companies, taken as a whole.

Since January 1, 2021, the Group Companies have not (i) voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued any recall, field corrective action, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator notice, or other notice or action to wholesalers, distributors, retailers, healthcare professionals or patients relating to an alleged lack of safety,

No Group Company nor, to the Company’s Knowledge, any Collaboration Partner, has (i) made an untrue statement of a material fact or fraudulent statement to any Healthcare Regulatory Authority, (ii) failed to disclose a material fact required to be disclosed to any Healthcare Regulatory Authority or (iii) committed any other act, made any statement or failed to make any statement, that (in any such case) establishes a reasonable basis for the FDA to invoke its Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities Final Policy, or for any other Healthcare Regulatory Authority to invoke any similar policy. No Group Company nor, to the Company’s Knowledge, any Collaboration Partner is the subject of any pending or, to the Company’s Knowledge, threatened investigation by the FDA pursuant to its Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities Final Policy or by any other Healthcare Regulatory Authority with respect to a similar policy. No Group Company nor, to the Company’s Knowledge, any officers, employees, agents or other Persons acting on behalf of any Group Company has been debarred, disqualified, excluded from participation in federal healthcare programs or convicted of any crime or engaged in any conduct that would reasonably be expected to result in (A) debarment under 21 U.S.C. § 335a or any similar Law, (B) exclusion under 42 U.S.C. § 1320a-7 or any similar Law, or (C) disqualification pursuant to 21 C.F.R. Part 312.70 or any similar Law. Each Group Company (i) has in place current agreements for the marketed Company Products to participate in federal healthcare programs in the U.S. and similar programs under the Laws in any other country or jurisdiction where Company Products are commercialized and (ii) is in compliance with all such agreements.

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Group Companies have made available to the Parent all information about adverse events (as such term is defined or described in 21 C.F.R. 312.32) and all other material safety information in the possession or control of the Group Companies as of the date hereof relating to any Company Product.

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no Group Company is party to or has any ongoing reporting obligations pursuant to or under any order by any Healthcare Regulatory Authority or Governmental Authority (including, for clarity, any corporate integrity agreement, monitoring agreement, deferred prosecution agreement, consent decree, settlement order or other similar agreements) and, to the Company’s Knowledge, no such order is currently contemplated, proposed or pending. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no Group Company nor, to the Company’s Knowledge, any of their officers, employees, representatives or agents (in each case, acting in the capacity of an officer, employee, representative or agent of a Group Company) is subject to any investigation by any Governmental Authority or Healthcare Regulatory Authority or enforcement, regulatory or administrative proceeding relating to or arising under any other Healthcare Law and, to the Company’s Knowledge, no such investigation or enforcement, regulatory or administrative proceeding has been threatened.

Each Group Company has an operational healthcare compliance program that: (i) governs all employees and contractors, (ii) is consistent with the current guidance from the United States Department of Justice on Evaluation of Corporate Compliance Programs, and General Compliance Program Guidance issued by the U.S. Department of Health and Human Services Office of Inspector General, (iii) is consistent with the

No Group Company (i) manufactures, fabricates, produces, designs, develops, or tests any critical technologies as defined in 31 CFR 800.215; (ii) performs any of the functions set forth in column 2 of Appendix A to 31 C.F.R. part 800 with respect to covered investment critical infrastructure, as defined at 31 C.F.R. §800.212, or (iii) maintains or collects, directly or indirectly, sensitive personal data, as defined at 31 C.F.R. § 800.241, of U.S. citizens.

Certain Business Practices

Governmental Authorizations

Tax Matters

(i) Each of the material Tax Returns required to be filed by or on behalf of a Group Company with any Governmental Authority (the “Company Returns”) has been filed on or before the applicable due date (including any extensions of such due date), and has been prepared in accordance with all applicable Law and are accurate and complete, in each case in all material respects, and (ii) all material Taxes due and payable by a Group Company (whether or not shown on the Company Returns) have been paid, and all material Taxes required to be withheld have been withheld and paid, in each case, to the relevant Governmental Authority.

To the Company’s Knowledge, (i) there are no pending examinations or audits of any Company Return in progress involving material Taxes and (ii) no unresolved written claim has been received by any Group Company from any Governmental Authority in any jurisdiction where each Group Company, as applicable, does not file Tax Returns that such Group Company is or may be subject to Taxes in that jurisdiction. No extension or waiver of the statute of limitation period applicable to any material Company Returns has been granted and is currently in effect other than automatic extensions or waivers obtained in the ordinary course of business.

To the Company’s Knowledge, no Legal Proceeding involving the IRS or any other Governmental Authority is pending or has been threatened in writing against or with respect to any Group Company in respect of any material Tax, and no deficiency of material Taxes has been asserted in writing that has not been paid, accrued for or been contested in good faith and in accordance with applicable Laws.

For taxable years for which the applicable statute of limitations for an assessment of Taxes has not expired, no Group Company (i) has been a member of an affiliated group (within the meaning of Section 1504(a) of the IRC) filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or another Group Company), or (ii) has any material liability for the Taxes of any other Person (other than another Group Company) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state or local or non-U.S. law), or as a transferee or successor or otherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business).

During the two (2)-year period ending on the date hereof, none of the Group Companies has been either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the IRC.

No Group Company has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

No Group Company will be required to include any material item of income in, or exclude any material item of deduction from, the computation of taxable income for any taxable period (or portion thereof) ending after the date on which the Closing occurs as a result of any (i) change in method of accounting for a taxable period ending on or prior to the date on which the Closing occurs as a result of transactions or events occurring, or accounting methods employed, prior to the Closing, (ii) ”closing agreement” as described in Section 7121 of the IRC (or any corresponding or similar provision of U.S. state or local or non-U.S. income Tax law) executed prior to the Closing, (iii) installment sale or open transaction disposition made prior to the Closing, (iv) deferred revenue or prepaid amount received prior to the Closing, (v) deferred intercompany gain described in the Treasury Regulations under Section 1502 of the IRC (or any similar provision of state, local, or non-U.S. Law) arising from any transaction that occurred prior to the Closing, or (vi) any election under Section 965 of the IRC made prior to the Closing.

No Group Company is party to or bound by any Tax allocation or Tax sharing agreement with any Person, other than any agreement not primarily related to Taxes and entered into in the ordinary course of business.

There are no material Encumbrances with respect to Taxes upon any of the assets or properties of any Group Company, other than Permitted Encumbrances.

Each of the Group Companies has (i) to the extent it has elected such deferral, properly complied in all respects with all applicable Law in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) to the extent applicable, eligible, and claimed, or intended to be claimed, properly complied in all respects with all applicable Law with respect to any available Tax credits under Sections 7001 through 7004 of the Families First Coronavirus Response Act and Section 2301 of the CARES Act, (iii) not deferred any payroll tax obligations (including those imposed by IRC Sections 3101(a) and 3201) (for example, by a failure to timely withhold, deposit or remit such amounts in accordance with the applicable provisions of the IRC and the Treasury Regulations promulgated thereunder) pursuant to or in connection with the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020 or IRS Notice 2020-22 and (iv) not sought a covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. §636(a)), as added by Section 1102 of the CARES Act.

Notwithstanding any other provisions of the Agreement to the contrary, the representations and warranties made in this Section 15 are the sole and exclusive representations and warranties of the Group Companies with respect to Taxes and no other representation or warranty of the Group Companies contained herein shall be construed to relate to Taxes (including their compliance with any Law). For the avoidance of doubt, no representation is made concerning the existence or amount of any net operating loss, Tax basis or other Tax asset or liability.

Employee Matters

The Company has made available to the Parent an accurate and complete list of all employees of the Company or its Subsidiaries as of the date hereof by: name or identification number; title or position; part-time vs. full-time status; exempt vs. non-exempt classification; whether paid on a salaried, hourly or other basis; current base salary or wage rate; current target cash incentive compensation; start date; service reference date (if different from the start date); work location (city, state and country); an indication of whether or not such employee is on leave of absence; and, if on leave, the anticipated date of return (the “Employee Census”). All employees are authorized to work in the country where they are currently providing services. The Company shall update the Employee Census from time to time as reasonably requested by the Parent.

The Company has made available to the Parent an accurate and complete list, as of the date hereof, of all individual independent contractors of the Company or its Subsidiaries and all “leased employees” (as such term is defined in IRC Section 414(n)) of the Company and its Subsidiaries by: job position or function; work location (city and state); hourly pay rate or other compensatory arrangement; hire date; regular hours per work week; term of engagement; the total amount paid by the Company and its Subsidiaries to such Person in 2023; and the total amount expected to be paid by the Company and its Subsidiaries to such Person in 2024 (the “Contractor Census”). The Company shall update the Contractor Census from time to time as reasonably requested by the Parent.

Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other Contract with a labor union, works council or other labor organization representing any Company Service Providers, other than any national, industry or sector-level Contracts, and no employees of the Company or its Subsidiaries are represented by any labor union, labor organization or works council. To the Company’s Knowledge, there are no pending labor union organizing activities with respect to any employees of the Company or its Subsidiaries.

Since January 1, 2021, there has not been any actual or, to the Company’s Knowledge, threatened, strike, lockout, slowdown, controversy, work stoppage or other material labor dispute involving any employees of the Company or its Subsidiaries. There are no grievances or unfair labor practice complaints pending, or to the Company’s Knowledge, threatened, against the Company or its Subsidiaries before the National Labor Relations Board or any other Governmental Authority with respect to any Company Service Provider.

The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws relating to employment or labor, including those related to hiring, background checks, wages, pay equity, hours, collective bargaining and labor relations, classification of independent contractors and employees, equal opportunity, document retention, notice, plant closing and mass layoff, health and safety, employment eligibility verification, immigration, child labor, discrimination, harassment, retaliation, accommodations, disability rights or benefits, affirmative action, workers’ compensation, unemployment insurance, employment and reemployment rights of members of the uniformed services, secondment, employee leave issues and the payment of social security and other Taxes.

To the Company’s Knowledge, in the last five (5) years, (i) no allegations of sexual harassment or discrimination has been made against any member of the Management Board or Supervisory Board, officer of the Company or its Subsidiaries or any other Company Service Provider at the level of Vice President or above, (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or discrimination by any member of the Management Board or Supervisory Board, officer of the Company or any of its Subsidiaries or any other Company Service Provider at the level of Vice President or above and (iii) there have been no, and there are no, proceedings currently pending or, to the Company’s Knowledge, threatened, related to any allegations of sexual harassment or discrimination by any member of the Management Board or Supervisory Board, officer of the Company or any of its Subsidiaries or any other Company Service Provider at the level of Vice President.

Benefit Plans

Section 17(a) of the Company Disclosure Letter sets forth an accurate and complete list of the material Employee Plans (other than any employment, termination or severance agreement for non-officer employees of the Company or its Subsidiaries that is consistent with standard forms that have been provided, equity grant notices, and related documentation, with respect to employees of the Company or its Subsidiaries and agreements with individual consultants entered into in the ordinary course of business consistent with past practice that are consistent with standard forms that are provided). To the extent applicable, the Company has either delivered or made available to the Parent prior to the execution of the Agreement with respect to each material Employee Plan accurate and copies of: (i) all plan documents and all amendments thereto, and all related trust or other funding documents, and in the case of unwritten material Employee Plans, written descriptions thereof, (ii) all

Neither the Company nor any other Person that would be or, at any relevant time, would have been considered a single employer with the Company or any of its Subsidiaries under the IRC or ERISA has within the preceding six (6) years maintained, contributed to, or been required to contribute to, or has any actual or contingent liability under, a plan subject to Section 302 or Title IV of ERISA or IRC Sections 412 or 430, including any “single employer” defined benefit plan or any “multiemployer plan,” each as defined in Section 4001 of ERISA. No Employee Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

Each of the Employee Plans that is intended to be qualified under Section 401(a) of the IRC has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the IRC, and, to the Company’s Knowledge, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such Employee Plan. Each of the Employee Plans (and any related trust or other funding vehicle) is now and has been operated in compliance in all material respects with its terms and all applicable Laws, including but not limited to ERISA and the IRC. There are no pending, or to the Company’s Knowledge, threatened material Legal Proceedings or claims (except for individual claims for benefits payable in the normal course of operation) involving any Employee Plan, any fiduciary thereof or any service provider thereto. All material contributions or premiums required to be collected and remitted or paid by the Company or any of its Subsidiaries under the terms of each Employee Plan or by applicable Laws and all other payments owed to Company Service Providers have been collected and remitted in a timely fashion.

Except to the extent required under Section 601 et seq. of ERISA or 4980B of the IRC (or any other similar U.S. state or local Law), neither the Company, any of its Subsidiaries nor any Employee Plan has any present or future obligation to provide post-employment welfare benefits to or make any payment to, or with respect to, any present or former employee, officer or director of the Company or any of its Subsidiaries pursuant to any retiree medical benefit plan or other retiree welfare plan.

Except as would not reasonably be expected to result in a material liability to the Company, no Tax penalties have been imposed or would be reasonably expected to be imposed on any Company Service Provider, and no acceleration of Taxes has occurred or would be reasonably expected to occur with respect to any Company Service Provider, in each case as a result of a failure to comply with IRC Section 409A with respect to any Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of IRC Section 409A. No Company Service Provider is entitled to receive any gross-up, indemnification, reimbursement or other payment in connection with the Tax required by Section 409A or Section 4999 of the IRC or due to the failure of any payment to be deductible under Section 280G of the IRC.

Except as required by Section 14 of the Agreement, none of the execution and delivery of the Agreement, shareholder or other approval of the Agreement or the consummation of the Takeover (including in combination with other events or circumstances, such as any termination of employment or service after the Closing) will (i) entitle any Company Service Provider to severance pay, unemployment compensation or any other compensation, benefit or payment, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any Company Service Provider or trigger any other obligation under any Employee Plan, (iii) increase the amount of, compensation or benefits due to any such Company Service Provider, (iv) directly or indirectly cause the Company or any of its Subsidiaries to transfer or set aside any assets to fund any benefits under any Employee Plan, or (v) result in the payment of any amount that will, individually or in combination with any other payment or benefit, constitute an “excess parachute payment” within the meaning of IRC Section 280G or result in the payment of any excise tax by any Person under IRC Section 4999. The Company has made available to the Parent a copy of the draft IRC Section 280G analysis as of the date hereof.

Without limiting the generality of the other provisions of this Section 17, with respect to each Employee Plan that is subject to the Laws of a jurisdiction other than the U.S. (whether or not U.S. Laws also apply) (a “Non-U.S. Plan”): (i) all employer and employee contributions to each Non-U.S. Plan required by Laws or by the terms of such Non-U.S. Plan have been timely made and each non-U.S. Plan intended to be funded and/or book-reserved is funded and/or book-reserved, as appropriate, based on reasonable actuarial assumptions; (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities; and (iii) no material Non-U.S. Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA).

Environmental Matters

The Group Companies are and have been in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining or complying with all Governmental Authorizations required under Environmental Laws for the operation of their business, except as would not be, individually or in the aggregate, material to the Group Companies taken as a whole.

As of the date hereof, there is no Legal Proceeding relating to or arising under any Environmental Law that is pending or, to the Company’s Knowledge, threatened against any Group Company or in respect of any Leased Real Property, except as would not be, individually or in the aggregate, material to the Group Companies taken as a whole.

Except as would not be material, individually or in the aggregate, to the Group Companies taken as a whole, no Group Company has received any written notice, report or other information of or entered into or become subject to any settlement, other legally binding agreement, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved material violations, liabilities or requirements on the part of any Group Company relating to or arising under Environmental Laws or relating to the Release of any Hazardous Materials.

To the Company’s Knowledge, there have been no Hazardous Materials present or Releases on, at, under or from any property or facility, including the Leased Real Property, in a manner and concentration that would reasonably be expected to result in any material claim against or material liability of a Group Company under any Environmental Law.

No Group Company has assumed, undertaken, or otherwise become subject to any material liability of another Person relating to Environmental Laws.

Insurance

Legal Proceedings; Orders

There are no Legal Proceedings pending (or, to the Company’s Knowledge, threatened) against any Group Company or, to the Company’s Knowledge, against any present or former officer, director or employee of a Group Company in such individual’s capacity as such, except as would not be, or would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole.

To the Company’s Knowledge, there is no material order, writ, injunction or judgment to which a Group Company is subject.

To the Company’s Knowledge, no material investigation or review by any Governmental Authority with respect to a Group Company is pending or is being threatened.

Authority; Binding Nature of Agreement

Takeover Laws

Non-Contravention; Consents

Assuming compliance with the applicable provisions of the German Takeover Act, German corporate and European securities laws, the HSR Act, any applicable filing, notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), and the rules and regulations of BaFin, the SEC, the Frankfurt Stock Exchange, Nasdaq and any other Governmental Authority, the execution and delivery of the Agreement by the Company and the consummation of the Takeover will not: (i) cause a violation of any of the provisions of the articles of association (Satzung), certificate of incorporation or bylaws (or other organizational documents) of any Group Company; (ii) cause a violation by any Group Company of any Law or order applicable to a Group Company, or to which a Group Company is subject; (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which a Group Company is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the property or assets of any Group Company; except, in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Except as may be required by the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with the Agreement and the Takeover), the German Takeover Act, the HSR Act and any applicable filing, notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), European securities laws and the applicable rules and regulations of BaFin, the SEC the Frankfurt Stock Exchange and Nasdaq, the Group Companies are not required to give notice to, make any filing with, or obtain any consent from any Governmental Authority in connection with the execution and delivery of the Agreement by the Company, or the consummation by the Company of the Takeover, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Brokers and Other Advisors

Opinion of Financial Advisors

Due Organization

The Bidder

Authority; Binding Nature of Agreement

Non-Contravention; Consents

Assuming compliance with the applicable provisions of the German Takeover Act, German corporate and European securities, the HSR Act, any applicable filing, notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), and the rules and regulations of BaFin, the SEC, the Frankfurt Stock Exchange, Nasdaq and any other Governmental Authority, the execution and delivery of the Agreement by the Parent and the Bidder, and the consummation of the Takeover, will not: (i) cause a violation of any of the provisions of the articles of association (Satzung), certificate of incorporation or bylaws (or other organizational documents) of the Parent or the Bidder; (ii) cause a violation by the Parent or the Bidder of any Law or order applicable to the Parent or the Bidder, or to which the Parent or the Bidder are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which the Parent or the Bidder is entitled under any provision of any Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Except as may be required by the Exchange Act (including the filing with the SEC of the Schedule TO and such reports under the Exchange Act as may be required in connection with the Agreement and the Takeover), the German Takeover Act, the HSR Act and any applicable filing, notification or approval in any non-U.S. jurisdiction required by Antitrust Laws (if any), European securities laws and the applicable rules and regulations of BaFin, the SEC, the Frankfurt Stock Exchange and Nasdaq, neither the Parent nor the Bidder, nor any of the Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any consent from any Governmental Authority at any time prior to the Closing in connection with the execution and delivery of the Agreement by the Parent or the Bidder, or the consummation by the Parent or the Bidder of the Takeover, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of the Parent’s or the Bidder’s stockholders is necessary to approve the Agreement or the Takeover (except in the case of the Bidder as has previously been obtained).

Absence of Litigation

Funds

Brokers and Other Advisors