SC TO-T

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

MORPHOSYS AG

(Name of Subject Company (Issuer))

NOVARTIS BIDCO AG

an indirect wholly owned subsidiary of

NOVARTIS AG

(Name of Filing Persons (Offerors))

Ordinary Shares, no Par Value

(Title of Class of Securities)

617760202

(CUSIP Number of Class of Securities)

Karen L. Hale
Chief Legal Officer
Novartis AG
Lichstrasse 35
CH-4056 Basel
Switzerland
Telephone: +41-61-324-1111
Fax: +41-61-324-7826

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Jenny Hochenberg
Freshfields Bruckhaus Deringer US LLP
601 Lexington Ave.
New York, NY 10022
Telephone: +1 646 863-1626 Doug Smith
Freshfields Bruckhaus Deringer LLP
100 Bishopsgate
London EC2P 2SR
United Kingdom
+44 20 7936 4000

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒    third-party tender offer subject to Rule 14d-1.

☐    issuer tender offer subject to Rule 13e-4.

☐    going-private transaction subject to Rule 13e-3.

☐    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐    Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐    Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) Novartis BidCo AG, a stock corporation organized under the laws of Switzerland (the “Bidder”) and an indirect wholly owned subsidiary of Novartis AG, a company organized under the laws of Switzerland (“Novartis”), and (ii) Novartis. This Schedule TO relates to the public delisting purchase offer by the Bidder for all no-par value bearer shares (including the shares represented by American Depository Shares), not directly held by Novartis BidCo Germany AG, in MorphoSys AG (“MorphoSys Shares”), a stock corporation established under the laws of Germany (“MorphoSys”), at an offer price of EUR 68.00 per MorphoSys Share in cash, pursuant to the final terms and provisions set forth in the offer document for the delisting purchase offer, dated July 4, 2024, a copy of which is filed herewith as Exhibit (a)(1)(A) (together with any amendments or supplements thereto, the “Offer Document”) and, where applicable, the related Declaration of Acceptance or ADS Letter of Transmittal and the instructions thereto, copies of which are attached hereto as Exhibits (a)(1)(B) and (a)(1)(E) (together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Delisting Purchase Offer”).

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer Document, including all schedules and annexes to the Offer Document, is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO.

Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer Document.

Item 1.   Summary Term Sheet.

The information set forth in the section of the Offer Document entitled “Summary of the Offer” (Section 3) is incorporated herein by reference.

Item 2.   Subject Company Information.

(a)    Name and Address.   The name of the subject company and the issuer of the securities to which this Schedule TO relates is MorphoSys AG, a stock corporation established under the laws of Germany. MorphoSys’ principal executive offices are located at Semmelweisstraße 7, 82152 Planegg, Germany. MorphoSys’ telephone number at such address is +49 89-89927-0.

(b)    Securities.   This Schedule TO relates to the Delisting Purchase Offer by the Bidder to purchase all outstanding MorphoSys Shares not directly held by Novartis BidCo Germany AG. MorphoSys has advised Novartis that, as of the close of business on July 4, 2024, 37,655,137 shares were issued and outstanding. The information set forth on the cover page and in the section of the Offer Document entitled “Capital structure” ​(Section 7.2) is incorporated herein by reference.

(c)    Trading Market and Price.   The information concerning the principal market in which the MorphoSys Shares are traded, and certain high and low sales prices for the MorphoSys Shares in that principal market, is set forth in the section of the Offer Document entitled “Registered share capital, significant shareholders, historic stock exchange prices, Authorized and Conditional Capital” ​(Section 7.2.1) and is incorporated herein by reference.

Item 3.   Identity and Background of Filing Person.

(a)-(c)   Name and Address; Business and Background of Entities; and Business and Background of Natural Persons.   This Schedule TO is filed by Novartis and the Bidder. The information set forth in the sections of the Offer Document entitled “Legal basis of the Delisting Purchase Offer” ​(Section 1.1), “Summary of the Offer” ​(Section 3) and “Description of the Bidder, its Shareholder Structure, and Novartis” ​(Section 6) is incorporated herein by reference.

Item 4.   Terms of the Transaction.

(a)(1)(i)-(viii), (x)-(xii)    Material Terms.   The information set forth in the Offer Document is incorporated herein by reference.

(a)(1)(ix)   Not applicable.

(a)(2)   Not applicable.

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Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

(a)   Transactions.   The information set forth in the sections of the Offer Document entitled “MorphoSys Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights” ​(Section 6.6), “Information about securities transactions” (Section 6.7), “Other relevant transactions” ​(Section 6.9), “Chronicle of the business contacts following the announcement of the decision to launch the Previous Takeover Offer and prior to the announcement of the decision to launch the Delisting Purchase Offer” ​(Section 8.1.3) and “Further agreements in the Interim Period” ​(Section 8.1.4) is incorporated herein by reference.

(b)   Significant Corporate Events.   The information set forth in the sections of the Offer Document entitled “MorphoSys Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights” ​(Section 6.6), “Information about securities transactions” (Section 6.7), “Other relevant transactions” ​(Section 6.9), “Chronicle of the business contacts following the announcement of the decision to launch the Previous Takeover Offer and prior to the announcement of the decision to launch the Delisting Purchase Offer” ​(Section 8.1.3) and “Further agreements in the Interim Period” ​(Section 8.1.4) is incorporated herein by reference.

Item 6.   Purposes of the Transaction and Plans or Proposals.

(a)   Purposes.   The information set forth in the sections of the Offer Document entitled “Background of the Offer” ​(Section 8) and “Intentions of the Bidder, Novartis Pharma and Novartis AG” ​(Section 9) is incorporated herein by reference.

(c)(1), (3)-(7)   Plans.   The information set forth in the sections of the Offer Document entitled “Summary of the Offer” ​(Section 3), “Possible future acquisitions of MorphoSys Shares” ​(Section 6.8), “Background of the Offer” ​(Section 8), “Intentions of the Bidder, Novartis Pharma and Novartis AG” (Section 9), “Financing of the Offer” ​(Section 14), “Excepted Effects of a Successful Offer on the Assets, Liabilities, Financial Position and Results of the Bidder and Novartis AG” ​(Section 15) and “Potential Effects for MorphoSys Securityholders Who Do Not Accept the Delisting Purchase Offer” ​(Section 16) is incorporated herein by reference.

(c)(2)   Not applicable.

Item 7.   Source and Amount of Funds or Other Consideration.

(a)   Source of Funds.   The information set forth in the sections of the Offer Document entitled “Chronicle of the business contacts following the announcement of the decision to launch the Previous Takeover Offer and prior to the announcement of the decision to launch the Delisting Purchase Offer” (Section 8.1.3), “Delisting Agreement” ​(Section 8.2) and “Financing of the Offer” ​(Section 14) is incorporated herein by reference.

(b)   Conditions.   The information set forth in the sections of the Offer Document entitled “Chronicle of the business contacts following the announcement of the decision to launch the Previous Takeover Offer and prior to the announcement of the decision to launch the Delisting Purchase Offer” ​(Section 8.1.3), “Delisting Agreement” ​(Section 8.2) and “Financing of the Offer” ​(Section 14) is incorporated herein by reference.

(d)   Borrowed Funds.   The information set forth in the sections of the Offer Document entitled “Financing measures” ​(Section 14.3) and “Confirmation of Financing” ​(Section 14.4) is incorporated herein by reference.

Item 8.   Interest in Securities of the Subject Company.

(a)   Securities Ownership.   The information set forth in the sections of the Offer Document entitled “MorphoSys Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights” ​(Section 6.6) and “Expected Effects of a Successful Offer on the Assets, Liabilities, Financial Position and Results of the Bidder and Novartis AG” ​(Section 15) is incorporated herein by reference. To the knowledge of the Bidder and Novartis, none of the persons listed in the Sections

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entitled “Governing body” ​(Section 6.2) or “Bidder’s shareholder structure” ​(Section 6.3) of the Offer Document, or any associate and majority-owned subsidiary of those persons, beneficially own or have a right to acquire any MorphoSys Shares or any other equity securities of MorphoSys.

(b)   Securities Transactions.   The information set forth in the sections of the Offer Document entitled “Information about securities transactions” ​(Section 6.7), “Previous Takeover Offer” ​(Section 8.1.1) and “Chronicle of the business contacts following the announcement of the decision to launch the Previous Takeover Offer and prior to the announcement of the decision to launch the Delisting Purchase Offer” (Section 8.1.3) is incorporated herein by reference.

Item 9.   Persons/Assets Retained, Employed, Compensated or Used.

(a)   Solicitations or Recommendations.   The information set forth in the section of the Offer Document entitled “Fees and Expenses” ​(Section 23) is incorporated herein by reference.

Item 10.   Financial Statements.

(a), (b)    Not applicable.

Item 11.   Additional Information.

(a)(1)   Agreements, Regulatory Requirements and Legal Proceedings.   The description of the treatment of the Incentive Plans set forth in the section of the Offer Document entitled “Stock Option Programs / Equity Plans” ​(Section 7.2.3) and the description of the non-tender agreement by and between the Bidder and Novartis BidCo Germany AG, as well as the related Security Blockage Agreement, set forth in the section of the Offer Document entitled “Non-tender agreement and Security Blockage Agreement regarding MorphoSys Shares” ​(Section 8.3), which are qualified in their entirety by reference to the Non-tender agreement and Security Blockage Agreement, which are attached hereto as Exhibits (d)(2) and (d)(3), each incorporated herein by reference.

(a)(2), (3), (4)    Agreements, Regulatory Requirements and Legal Proceedings.   The information set forth in the sections of the Offer Document entitled “Summary of the Offer” ​(Section 3), “Regulatory Approvals and Procedures” ​(Section 11), “No Offer Conditions” ​(Section 12) and “Potential Effects for MorphoSys Securityholders Who Do Not Accept the Delisting Purchase Offer” ​(Section 16) is incorporated herein by reference.

(a)(5)   Not applicable.

(c)   Other Material Information.   The information set forth in the Offer Document, the ADS Letter of Transmittal and the Declaration of Acceptance is incorporated herein by reference.

Item 12.   Exhibits.

Please refer to the information set forth under the heading “Exhibit Index.”

Item 13.   Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 5, 2024

Novartis BidCo AG	​
By: /s/ David Quartner Name: David Quartner Title:   As Attorney	/s/ Tariq Elrafie Name: Tariq Elrafie Title:   As Attorney
Novartis AG	​
By: /s/ David Quartner Name: David Quartner Title:   As Attorney	/s/ Tariq ElRafie Name: Tariq ElRafie Title:  As Attorney

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EXHIBIT INDEX

Index No.	​
(a)(1)(A)*	Offer Document, published July 4, 2024.
(a)(1)(B)*	Suggested Letter to Clients for use by custodian banks for shares held through the Clearstream Banking AG booking system, including the Declaration of Acceptance (English version of document prepared in English and German).
(a)(1)(C)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADS Letter).
(a)(1)(D)*	Suggested Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADS Letter).
(a)(1)(E)*	ADS Letter of Transmittal.
(a)(1)(F)*	Notice of Guaranteed Delivery.
(a)(1)(G)*	Summary Publication as published in the New York Times on July 4, 2024.
(a)(1)(H)*	Form W-9 and Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.
(a)(1)(I)*	Technical Guidelines for the Settlement (English translation (except for German version of Suggested Letter to Clients and Declaration of Acceptance) of document prepared in German only (except for English version of Suggested Letter to Clients and Declaration of Acceptance)).
(a)(1)(J)	Power of Attorney for Novartis AG, dated April 9, 2024 (incorporated by reference to Exhibit (a)(1)(J) of the Schedule TO filed by Novartis AG with the U.S. Securities and Exchange Commission on April 11, 2024).
(a)(1)(K)	Power of Attorney for Novartis BidCo AG, dated April 9, 2024 (incorporated by reference to Exhibit (a)(1)(K) of the Schedule TO filed by Novartis AG with the U.S. Securities and Exchange Commission on April 11, 2024).
(a)(5)(A)	Announcement pursuant to Section 23 para. 2 sentence 1 of the German Securities Acquisition and Takeover Act, as published in the German Federal Gazette, dated June 20, 2024 (English translation of document prepared in German only) (incorporated by reference to Exhibit 9 of the Schedule 13D/A filed by Novartis AG with the U.S. Securities and Exchange Commission on June 21, 2024).
(a)(5)(B)	Publication of the decision to launch a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) in accordance with Sec. 10 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz), as published in the German Federal Gazette, dated June 20, 2024 (English translation of document prepared in German only) (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by Novartis AG with the U.S. Securities and Exchange Commission on June 20, 2024).
(a)(5)(C)*	Announcement of availability of the Offer Document pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act, dated July 4, 2024.
(d)(1)*	Delisting Agreement between Novartis AG, Novartis BidCo AG and MorphoSys AG dated as of June 20, 2024.
(d)(2)*	Non-tender Agreement by and between Novartis BidCo AG and Novartis BidCo Germany AG dated as of June 26, 2024.
(d)(3)*	Security Blockage Agreement by and between Novartis BidCo AG, Novartis BidCo Germany AG and UBS Switzerland AG dated as of June 27, 2024.

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Index No.	​
(d)(4)*	Shareholder Loan Facility Agreement by and between Novartis BidCo AG and MorphoSys AG dated as of June 20, 2024.
107*	Filing Fee Table

*

Filed herewith.

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EX-99.(A)(1)(A)

 Exhibit (a)(1)(A)​

NON-BINDING ENGLISH TRANSLATION

Mandatory publication pursuant to
Sec. 14 paras. 2 and 3 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz — “WpÜG”) in conjunction with
Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz — “BörsG”)

Securityholders of MorphoSys AG, in particular those who have their place of residence, seat or place of habitual abode in the United States of America or otherwise outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area should pay particular attention to the information contained in Sec. 1 (General information on the implementation of the Delisting Purchase Offer) and Sec. 6.8 (Possible future acquisitions of MorphoSys Shares) of the Offer Document.

OFFER DOCUMENT

PUBLIC DELISTING PURCHASE OFFER
(CASH OFFER)

by

Novartis BidCo AG

Lichtstrasse 35
4056 Basel
Switzerland

to the shareholders of

MorphoSys AG

Semmelweisstr. 7
82152 Planegg
Germany

for the acquisition of all no-par value bearer shares
including all no-par value bearer shares
represented by American Depositary Shares in

MorphoSys AG

against a cash consideration in the amount of
EUR 68.00 per share of MorphoSys AG

Acceptance Period:
4 July 2024 to 2 August 2024,
24:00 hours (local time Frankfurt am Main, Federal Republic of Germany)
and
18:00 hours (local time New York, United States of America), respectively

MorphoSys Shares: ISIN DE0006632003
MorphoSys ADSs: ISIN US6177602025
Tendered MorphoSys Shares: ISIN DE000A40ESD9

THIS DOCUMENT IS A TRANSLATION OF THE GERMAN OFFER DOCUMENT WHICH IS ALSO INTENDED TO COMPLY WITH U.S. SECURITIES LAW REQUIREMENTS. THE DELISTING PURCHASE OFFER IS MADE FOR THE SECURITIES OF A GERMAN COMPANY THAT HAS SECURITY HOLDERS RESIDENT IN THE UNITED STATES AND, AS A RESULT, IS SUBJECT TO THE SECURITIES LAWS, RULES AND REGULATIONS OF GERMANY AND THE UNITED STATES. SOME OF THE INFORMATION CONTAINED IN THIS DOCUMENT IS INCLUDED BECAUSE IT IS REQUIRED TO BE INCLUDED IN THE SIMILAR DOCUMENT BEING USED FOR THE DELISTING PURCHASE OFFER IN GERMANY AND WE WANTED TO MAKE THAT INFORMATION AVAILABLE TO YOU AS WELL. SOME OF THE INFORMATION IN THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH GERMAN FORMAT AND STYLE, WHICH DIFFERS FROM THE U.S. FORMAT AND STYLE FOR DOCUMENTS OF THIS TYPE.

TABLE OF CONTENTS

1. GENERAL INFORMATION ON THE IMPLEMENTATION OF THE DELISTING PURCHASE OFFER	1
1.1 Legal basis of the Delisting Purchase Offer	1
1.2 Tendering MorphoSys ADSs	2
1.3 Special notice to MorphoSys Securityholders with place of residence, seat or place of habitual abode in the United States or elsewhere outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area	3
1.4 Publication of the decision to launch the Delisting Purchase Offer	4
1.5 Review of the Offer Document	4
1.6 Publication and dissemination of the Offer Document and related documents	5
1.7 Acceptance of the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States	6
2. INFORMATION REGARDING THE STATEMENTS CONTAINED IN THE OFFER DOCUMENT	6
2.1 Defined terms	6
2.2 Statements about the Delisting Purchase Offer and the Offer Document	7
2.3 Status and source of the information contained in the Offer Document	7
2.4 Forward-looking statements and intentions	7
2.5 Conversion rates	8
2.6 No updates	9
3. SUMMARY OF THE OFFER	9
4. OFFER	14
4.1 Offer Price	14
4.2 Acceptance of the Delisting Purchase Offer	14
4.3 Settlement of the Delisting Purchase Offer	14
5. ACCEPTANCE PERIOD	15
5.1 Duration of the Acceptance Period	15
5.2 Extension of the Acceptance Period	15
5.3 No additional acceptance period	15
6. DESCRIPTION OF THE BIDDER, ITS SHAREHOLDER STRUCTURE AND NOVARTIS	15
6.1 Legal basis and capital structure of the Bidder	15
6.2 Governing body	16
6.3 Bidder’s shareholder structure	17
6.4 Information about Novartis	27
6.5 Persons acting jointly with the Bidder	28
6.6 MorphoSys Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights	28
6.7 Information about securities transactions	29
6.8 Possible future acquisitions of MorphoSys Shares	30
6.9 Other relevant transactions	31

II

7. DESCRIPTION OF MORPHOSYS	31
7.1 Legal basis	31
7.2 Capital structure	31
7.3 Overview of the business activities of the MorphoSys Group	36
7.4 Governing bodies	36
7.5 Persons acting jointly with MorphoSys	37
7.6 Information on the statements of the Management Board and the Supervisory Board of MorphoSys	37
8. BACKGROUND OF THE OFFER	37
8.1 General Background of the Delisting Purchase Offer	37
8.2 Delisting Agreement	43
8.3 Non-tender agreement and Security Blockage Agreement regarding MorphoSys Shares	44
9. INTENTIONS OF THE BIDDER, NOVARTIS PHARMA AND NOVARTIS AG	45
9.1 Delisting	45
9.2 Future business activity and strategy, assets and future obligations of MorphoSys	46
9.3 Headquarters of MorphoSys	47
9.4 Employees and employment conditions	48
9.5 Members of the Management Board and the Supervisory Board of MophoSys	48
9.6 Structural measures	48
9.7 Intentions with regard to the business activities of the Bidder, Novartis Pharma and Novartis AG	49
10. EXPLANATION OF THE ADEQUACY OF THE OFFER PRICE	49
10.1 Minimum offer price	49
10.2 Prior Acquisitions	50
10.3 Six-Month Average Price	50
10.4 Offered Offer Price	50
10.5 Economic adequacy of the Offer Price	50
10.6 No compensation for loss of certain rights	52
11. REGULATORY APPROVALS AND PROCEDURES	52
12. NO OFFER CONDITIONS	52
13. ACCEPTANCE AND SETTLEMENT OF THE DELISTING PURCHASE OFFER FOR MORPHOSYS SECURITIES	52
13.1 Acceptance and Settlement of the Delisting Purchase Offer for MorphoSys Shares	52
13.2 Acceptance and Settlement of the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs	55
13.3 Surrendering MorphoSys ADSs to receive MorphoSys Shares to tender in the Delisting Purchase Offer	61
14. FINANCING OF THE OFFER	61
14.1 Maximum consideration	61
14.2 Non-Tender Agreement and Security Blockage Agreement as essential financing measures; Potential Total Offer Costs	62
14.3 Further Financing measures	62
14.4 Confirmation of Financing	62

III

15. EXPECTED EFFECTS OF A SUCCESSFUL OFFER ON THE ASSETS, LIABILITIES, FINANCIAL POSITION AND RESULTS OF THE BIDDER AND NOVARTIS AG	63
15.1 Starting point and assumptions	63
15.2 Methodology and reservations	64
15.3 Expected effects on the individual financial statements of the Bidder	65
15.4 Expected effects on the consolidated financial statements of Novartis AG	67
16. POTENTIAL EFFECTS FOR MORPHOSYS SECURITYHOLDERS WHO DO NOT ACCEPT THE DELISTING PURCHASE OFFER	68
17. RIGHTS OF WITHDRAWAL	69
17.1 Right of withdrawal without giving reason	69
17.2 Right of withdrawal in the event of an amendment of the Delisting Purchase Offer as well as in the event of the launch of a Competing Offer	70
17.3 Exercise of the right of withdrawal	70
17.4 Exercise of the right of withdrawal with respect to MorphoSys ADSs	70
18. PAYMENT OF MONEY OR OTHER CASH-EQUIVALENT BENEFITS GRANTED OR SUGGESTED TO MANAGEMENT BOARD MEMBERS OR SUPERVISORY BOARD MEMBERS OF MORPHOSYS AND POSSIBLE CONFLICTS OF INTEREST	71
19. NO MANDATORY OFFER	71
20. TAXES	71
20.1 U.S. Federal Income Tax Considerations	71
20.2 Material German Tax Consequences	74
21. RELIEF GRANTED BY THE SEC	78
22. PUBLICATIONS AND NOTIFICATIONS	79
23. FEES AND EXPENSES	80
24. GOVERNING LAW AND JURISDICTION	80
25. DECLARATION OF ASSUMPTION OF RESPONSIBILITY	80
Annex 1   Persons acting jointly with the Bidder	81
Part 1 Companies directly or indirectly holding participations in the Bidder (Bidder Parent Companies)	81
Part 2 Direct and indirect subsidiaries of the Bidder	81
Part 3 Further (indirect) subsidiaries of the Bidder Parent Companies (except for the Bidder and its direct and indirect subsidiaries)	81
Annex 2   Direct and indirect subsidiaries of MophoSys	87
Annex 3   Financing confirmation of Deutsche Bank AG	88

IV

A summary of the contents of the Offer Document can be found in
Sec. 3 on pages 12 et seqq.

1.

GENERAL INFORMATION ON THE IMPLEMENTATION OF THE DELISTING PURCHASE OFFER

1.1

Legal basis of the Delisting Purchase Offer

The delisting purchase offer (the “Delisting Purchase Offer” and the delisting contemplated by the Delisting Purchase Offer, the “Delisting”) contained in the offer document (the “Offer Document”) by Novartis BidCo AG (formerly known as Novartis data42 AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, with registered office at Lichtstrasse 35, 4056 Basel, Switzerland, registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492 (the “Bidder”), is a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) to all shareholders of MorphoSys AG (collectively, the “MorphoSys Shareholders” and each individually, a “MorphoSys Shareholder”) and all holders of American Depositary Shares representing MorphoSys Shares (collectively, the “MorphoSys ADS Holders” and each individually, a “MorphoSys ADS Holder”).

The object of the Delisting Purchase Offer is the acquisition of all no-par value bearer shares (auf den Inhaber lautende Stückaktien) with a notional interest in the share capital (rechnerischer Anteil am Grundkapital) of MorphoSys AG of EUR 1.00 each, including all ancillary rights, in particular the right to dividends, existing at the time of the settlement of the Delisting Purchase Offer, not held directly by the Bidder (ISIN DE0006632003) (collectively, the “MorphoSys Shares” and each individually, a “MorphoSys Share”) in MorphoSys AG, a stock corporation (Aktiengesellschaft) established under German law, with registered office at Semmelweisstr. 7, 82152 Planegg, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 121023 (“MorphoSys”). The MorphoSys Shares are admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse — “FSE”) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations on the FSE (Prime Standard). In addition, the MorphoSys Shares are traded on the regulated unofficial market (so called sub-segment Berlin Second Regulated Market) of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Dusseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Tradegate Exchange.

In addition, the Delisting Purchase Offer also relates to all MorphoSys Shares not directly held by the Bidder represented by American Depositary Shares (collectively, the “MorphoSys ADSs” and each a “MorphoSys ADS”) whether or not evidenced by American Depositary Receipts (collectively, the “MorphoSys ADRs” and each a “MorphoSys ADR”).

The MorphoSys Shares and the MorphoSys ADSs are hereinafter collectively referred to as the “MorphoSys Securities”, and the MorphoSys Shareholders and MorphoSys ADS Holders are hereinafter collectively referred to as the “MorphoSys Securityholders”.

On 20 June 2024, the Bidder and MorphoSys entered into a delisting agreement (the “Delisting Agreement”) (see Sec. 8.2 of the Offer Document). Under the Delisting Agreement, MorphoSys undertook towards the Bidder, subject to compliance with applicable law and fiduciary duties and the review of the Offer Document, to support the Delisting and to file an application for the revocation of the admission of all MorphoSys Shares to trading on the regulated market (regulierter Markt) of the FSE (the “Delisting Application”). The Delisting Application must be submitted no later than one (1) week prior to the expiry of the Acceptance Period (as defined in Sec. 5.1 below of the Offer Document) (see Sec. 9.1 of the Offer Document). The Delisting will, however, not become effective before the expiry of the Acceptance Period. According to the terms and conditions for the regulated unofficial market of the Berlin Stock Exchange (Wertpapierbörse Berlin), once the Delisting takes effect, the admission of the MorphoSys Shares for trading in the sub-segment Berlin Second Regulated Market of the Berlin Stock Exchange (Wertpapierbörse Berlin) is also expected to be revoked, as the conditions for inclusion are no longer met. In addition, MorphoSys has undertaken in the Delisting Agreement to use its best efforts to immediately take all necessary

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steps to ensure the termination of the inclusion of the MorphoSys Shares in the regulated unofficial market of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Dusseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Tradegate Exchange, to the extent that such inclusion was effected at the request of MorphoSys at the earliest at the time of the Delisting.

Pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG, at the date an application pursuant to Sec. 39 para. 2 sentence 1 BörsG for the revocation of the admission to trading on the regulated market (regulierter Markt) is filed, an offer document pursuant to the WpÜG must have been published which contains a delisting purchase offer to acquire all shares of the target company affected by the delisting for a cash consideration in Euro and the document must refer to the delisting application. Such delisting purchase offer must comply with both the requirements of Sec. 39 BörsG as well as the provisions of the WpÜG applicable to acquisition offers, including legal regulations issued on the basis of the WpÜG. The Offer Document and the Delisting Purchase Offer therefore satisfy not only the requirements according to the WpÜG, but also meet the requirements under the BörsG for a delisting purchase offer, including the minimum price requirements, to the MorphoSys Shareholders affected by the Delisting.

Following the completion of the Previous Takeover Offer (as defined under Sec. 6.7.1 of the Offer Document), the completion of the Side Purchases (as defined under Sec. 15.1(a) of the Offer Document) and the completion of the Contribution (as defined under Sec. 6.7.4 of the Offer Document), the Bidder indirectly holds through its subsidiary Novartis BidCo Germany AG (with previous company name Youco M23-H170 Vorrats-AG), a stock corporation (Aktiengesellschaft) established under German law, with registered office in Munich, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 283042 (“Novartis BidCo Germany”), 34,337,809 MorphoSys Shares, corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys and therefore already controls MorphoSys within the meaning of Sec. 29 para. 2 WpÜG in conjunction with Sec. 30 para. 1 sentence 1 no. 1 and sentence 3 WpÜG. Therefore, the Delisting Purchase Offer constitutes a public tender offer (einfaches Erwerbsangebot) and the specific provisions of the WpÜG relating to takeover offers (Übernahmeangebote) and mandatory offers (Pflichtangebote) only apply to the Delisting Purchase Offer as provided by Sec. 39 BörsG. Novartis BidCo Germany was also not obliged to make a mandatory offer (Pflichtangebot) to the MorphoSys Shareholders following the Contribution described in more detail in Sec. 6.7.4 of the Offer Document. On 21 June 2024, BaFin approved the application of Novartis BidCo Germany pursuant to Sec. 36 no. 3 WpÜG to disregard voting rights from the transferred MorphoSys Shares in the calculation of the proportion of voting rights.

In particular, the Delisting Purchase Offer is not subject to any offer conditions (see Sec. 12 of the Offer Document), the consideration satisfies the requirements pursuant to Sec. 39 para. 3 sentence 2 BörsG (see Sec. 10 of the Offer Document), and the Offer Document contains under Sec. 9.1 the notices pursuant to Sec. 2 no. 7a of the Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots — WpÜG-Angebotsverordnung) (“WpÜG Offer Regulation”; and, together with the WpÜG and the BörsG, the “German Offer and Delisting Rules”).

Furthermore, the Delisting Purchase Offer is carried out in accordance with the securities laws of the United States of America (the “United States” or the “U.S.”), including the provisions applicable to tender offers of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the rules and regulations promulgated thereunder (together with no-action and exemptive relief from the U.S. Securities and Exchange Commission (the “SEC”) to reconcile certain areas where German law and U.S. law conflict, the “U.S. Offer Rules”). As described in Sec. 21 of the Offer Document, the Bidder applied for exemptive or no-action relief prior to the publication of the Offer Document; which was granted on 3 July 2024.

1.2

Tendering MorphoSys ADSs

Each MorphoSys ADS represents one-quarter of one MorphoSys Share. MorphoSys ADS Holders are permitted to tender the underlying MorphoSys Shares in respect of the MorphoSys ADSs in the Delisting Purchase Offer following their withdrawal from the MorphoSys ADS program (as described in Sec. 13.3 of

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the Offer Document) or to instruct the ADS Tender Agent (as defined in Sec. 13.2 of the Offer Document) to deliver the MorphoSys Shares underlying their MorphoSys ADSs against payment (as described in Sec. 13.2 of the Offer Document). MorphoSys ADS Holders may accept the Delisting Purchase Offer regardless of whether the total number of ADSs tendered by them is an integral multiple of four (i.e. the Delisting Purchase Offer may be accepted for one, two or three ADSs).

1.3

Special notice to MorphoSys Securityholders with place of residence, seat or place of habitual abode in the United States or elsewhere outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area

The Delisting Purchase Offer relates to shares in a German stock corporation (Aktiengesellschaft) that are traded on the FSE and is subject to the statutory provisions of the Federal Republic of Germany regarding the implementation of such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, as more fully described in Sec. 4 and Sec. 13 of the Offer Document, the payment and settlement procedure with respect to the Delisting Purchase Offer will comply with the relevant German Offer and Delisting Rules, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.

Furthermore, certain financial information in the Offer Document has been determined in accordance with the International Financial Reporting Standards (“IFRS®Accounting Standards”) as issued by the International Accounting Standards Board (“IASB®”) and may therefore not be comparable to financial information on U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States as published by the U.S. Financial Accounting Standards Board (“FASB”).

MorphoSys Securityholders resident in the United States are advised that references in the Offer Document to a MorphoSys Securityholder’s “acceptance of the Delisting Purchase Offer” relate to and are interchangeable with references to “tendering” their MorphoSys Securities in the Delisting Purchase Offer, and “acceptance” of the Delisting Purchase Offer” by any MorphoSys Securityholder is the legal equivalent of such MorphoSys Securityholder tendering its securities in a tender offer that is subject exclusively to the U.S. Offer Rules.

The Delisting Purchase Offer has not been approved or disapproved by the SEC or any state securities commission in the United States, nor has the SEC or any state securities commission in the United States passed upon the fairness or merits of, or upon the accuracy or adequacy of, the information contained herein. Any representation to the contrary is unlawful. The Delisting Purchase Offer will not be submitted to the review procedure of any other securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such regulator, however, in the United States a Schedule TO (as defined in Sec. 1.5 of the Offer Document) will be filed with the SEC and published.

The Bidder and its affiliates within the meaning of US law (the “Affiliates”) or their brokers (acting as agents of the Bidder or its Affiliates) may acquire, or make arrangements to acquire, MorphoSys Shares other than in the course of the Delisting Purchase Offer via the stock exchange at market prices or outside the stock exchange on negotiated terms during the period in which the Delisting Purchase Offer remains open for acceptance or afterwards, provided that (i) such acquisitions or arrangements to acquire (if made during the pendency of the Delisting Purchase Offer) are made outside of the United States, and (ii) such acquisitions or arrangements to acquire comply with the applicable statutory provisions, in particular the German Offer and Delisting Rules and, to the extent applicable, the U.S. Offer Rules. This also applies to other securities convertible into, exchangeable for or exercisable for MorphoSys Shares. The Offer Price must be increased, as necessary, to match any consideration paid for any acquisition by the Bidder or any of its Affiliates of MorphoSys Shares during the pendency of the Delisting Purchase Offer outside the Delisting Purchase Offer if higher than the Offer Price (see Sec. 6.8 of the Offer Document). Information about such acquisitions or arrangements to acquire will be published pursuant to Sec. 23 para. 2 WpÜG in the German Federal Gazette (Bundesanzeiger). Such information will also be published (in German and in a non-binding English translation) on the Bidder’s website at
www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

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MorphoSys Securityholders who are residing in the United States, or another country outside of the Federal Republic of Germany, may have difficulties enforcing rights and claims arising under (i) the laws of the country of residency or (ii) U.S. federal securities laws (e.g., because MorphoSys is incorporated in the Federal Republic of Germany, the Bidder is incorporated in Switzerland and some or all of the Bidder’s officers and directors may be residents of a country other than the country of residency of the MorphoSys Securityholders). A MorphoSys Securityholder may not be able to sue, in a court in the country of residency, a foreign company or its officers or directors for violations of the laws of the country of residency. Further, it may be difficult to compel a foreign company and its Affiliates to subject themselves to a judgment of a court of the country of residency.

The receipt of the Offer Price pursuant to the Delisting Purchase Offer may be a taxable transaction under applicable tax laws, including those of the country of residence, and will generally be a taxable transaction to “U.S. Holders” ​(as defined in Sec. 20.1 of the Offer Document) for U.S. federal income tax purposes (see Sec. 20.1 of the Offer Document). MorphoSys Securityholders are urged to consult an independent professional advisor immediately regarding the tax consequences of acceptance of the Delisting Purchase Offer. None of the Bidder, any persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG or any of the Bidder’s or their directors, officers or employees accept responsibility for any tax effects on or liabilities of any person as a result of the acceptance of the Delisting Purchase Offer.

1.4

Publication of the decision to launch the Delisting Purchase Offer

On 20 June 2024, the Bidder published its decision to launch the Delisting Purchase Offer in accordance with Sec. 10 para. 1 sentence 1, para. 3 WpÜG in conjunction with Sec. 39 para. 2 sentence 3 no. 1 BörsG. The German version of such publication and a non-binding English language version are available on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

In addition, the publication in which the Bidder announced its decision to launch the Delisting Purchase Offer, together with other materials related to the Delisting Purchase Offer, were filed by the Bidder and Novartis AG (as defined in Sec. 6.3.2 of the Offer Document) with the SEC as preliminary tender offer communications under Schedule TO (as defined below in Sec 1.5 of the Offer Document). Such preliminary tender offer communication and other documents filed by the Bidder and Novartis AG as well as by MorphoSys in connection with the Delisting Purchase Offer with the SEC are available on the internet at the website of the SEC at www.sec.gov/edgar/browse/?CIK=11144481 (for Novartis AG) and www.sec.gov/edgar/browse/?CIK=1340243 (for MorphoSys)2.

1.5

Review of the Offer Document

The Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) has reviewed the Offer Document in the German version in accordance with German Offer and Delisting Rules and permitted its publication on 4 July 2024. BaFin has neither reviewed nor approved the English translation of the Offer Document.

In view of the U.S. Securityholder base of MorphoSys and as a result of the MorphoSys ADSs being listed on the Nasdaq Global Select Market (the “Nasdaq”), the Delisting Purchase Offer must also comply with U.S. Offer Rules. As required under the U.S. Exchange Act, after approval of the publication of the Offer Document by BaFin on the date of publication of the Offer Document the Bidder and Novartis AG (as defined in Sec. 6.3.2 of the Offer Document) filed with the SEC a tender offer statement on Schedule TO (the “Schedule TO”), of which the Offer Document forms a part, and may file amendments thereto. The Delisting Purchase Offer has not been approved or disapproved by the SEC or any state securities commission in the United States, nor has the SEC or any state securities commission in the United States passed upon the fairness or merits of, or upon the accuracy or adequacy of, the information contained herein. Any representation to the contrary is unlawful. The Delisting Purchase Offer will not be submitted to the review

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Last accessed on 3 July 2024.

2

Last accessed on 3 July 2024.

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or registration procedures of any other securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such regulator.

The Bidder does not intend to make the Delisting Purchase Offer as a public offer pursuant to the applicable law of any jurisdictions other than the Federal Republic of Germany and the United States. No further announcements, registrations, admissions or approvals of the Offer Document or the Delisting Purchase Offer by securities exchange authorities or similar authorities outside the Federal Republic of Germany and the United States have been applied for, have been initiated or are envisaged by the Bidder or Novartis AG. Neither the Bidder nor any persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG nor any of its directors, officers or employees assume any responsibility for compliance with any legal requirements other than those applicable in the Federal Republic of Germany and the United States. Therefore, MorphoSys Securityholders may not rely on the legal requirements of any jurisdiction for the protection of investors other than those applicable in the Federal Republic of Germany and the United States.

Neither the Bidder nor Novartis AG is aware of any jurisdiction where the making of the Delisting Purchase Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. In those jurisdictions where applicable laws require the Delisting Purchase Offer to be made by a licensed broker or dealer, the Delisting Purchase Offer will be deemed to be made on behalf of the Bidder by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Bidder.

1.6

Publication and dissemination of the Offer Document and related documents

The Offer Document, the publication of which has been approved by BaFin on 4 July 2024 (in German), is published in German on 4. July 2024 by way of (i) announcement on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer, and (ii) keeping available copies of the Offer Document free of charge at Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (requests to obtain a copy of the Offer Document to be made via e-mail to dct.tender-offers@db.com or by fax to +49 69 910 38794 indicating a valid mailing address). The announcement about keeping available copies of the Offer Document free of charge in the Federal Republic of Germany and the internet address at which the publication of the Offer Document occurs will be published on 4. July 2024 in the German Federal Gazette (Bundesanzeiger).

Further, the Offer Document will be published in German together with an English language version as part of the Schedule TO. The English language version of the Offer Document, which has not been reviewed by BaFin, has also been made available at
www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer. In the United States, the corresponding announcement will be made in The New York Times (U.S. Edition). In addition, the Bidder intends to mail the English version of the Offer Document to all MorphoSys ADS Holders.

The Schedule TO and any amendments thereto, exhibits to the Schedule TO, and other information that the Bidder and Novartis AG have filed electronically with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov/edgar/browse/?CIK=11144483.

MorphoSys is required under the Delisting Agreement to prepare and file a solicitation/recommendation statement pursuant to Sec. 14(d)(4) of the U.S. Exchange Act with the SEC on Schedule 14D-9 (the “Schedule 14D-9”), setting forth the recommendation of MorphoSys with respect to the Delisting Purchase Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of the Schedule 14D-9 may also be examined at the SEC after the filing of the Schedule 14D-9 with the SEC on the date of publication of the Joint Reasoned Statement (as defined in Sec. 7.6 of the Offer Document), and copies may also be obtained from the SEC free of charge at the SEC’s website at www.sec.gov/edgar/browse/?CIK=13402434. In addition, a copy of the Delisting Purchase Offer, means of tender of MorphoSys Shares and certain other related tender offer documents (once they become available) may be obtained free of charge from Novartis AG at
www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer. A copy of the Schedule 14D-9

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Last accessed on 3 July 2024.

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Last accessed on 3 July 2024.

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(once it becomes available) also may be obtained free of charge at MorphoSys’ website at www.morphosys.com/en/investors/Novartis-TakeoverOffer, or by contacting MorphoSys’ investor relations department at +49 89 89927 404.

MorphoSys Securityholders are urged to read this document carefully because it contains important information that such persons should consider before making any decision regarding tendering their MorphoSys Shares or MorphoSys ADSs.

The publication, dispatch, distribution or dissemination of the Offer Document or other documents related to the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The Offer Document and other documents related to the Delisting Purchase Offer may not be dispatched to, or disseminated, distributed or published by third parties in, countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the Offer Document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute or disseminate the Offer Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

1.7

Acceptance of the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States

The Delisting Purchase Offer may be accepted by all domestic and foreign MorphoSys Securityholders in accordance with the terms outlined in the Offer Document and the applicable statutory provisions. However, acceptance of the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. MorphoSys Securityholders who come into possession of the Offer Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States who wish to accept the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States and/or who are subject to statutory provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States are advised to inform themselves of the relevant applicable statutory provisions and to comply with them. Neither the Bidder or any persons acting jointly with the Bidder nor the ADS Tender Agent assume responsibility for acceptance of the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States being permissible under the relevant applicable statutory provisions.

2.

INFORMATION REGARDING THE STATEMENTS CONTAINED IN THE OFFER DOCUMENT

2.1

Defined terms

In accordance with the Business Combination Agreement and the Delisting Agreement, the term “best efforts” in the Offer Document refers to all such efforts which are from the perspective of a prudent businessperson reasonable and appropriate (alle wirtschaftlich vernünftigen und angemessenen Bemühungen).

References in the Offer Document to an “intention” ​(or words of similar import) will not be deemed to be or create contractually binding commitments or undertakings, will not constitute or be construed as legally enforceable covenants or agreements and will not be deemed to create any rights enforceable by any holders of MorphoSys Shares.

References in the Offer Document to expressions such as “currently”, “at the present time”, “at the moment”, “now”, “at present” or “today” refer to the date of publication of the Offer Document (i.e., 4 July 2024).

References in the Offer Document to a “Business Day” refer to any day other than a Saturday, Sunday or other day on which banks in New York, United States of America, Munich, Federal Republic of Germany, Frankfurt am Main, Federal Republic of Germany, Basel, Switzerland or Zurich, Switzerland are generally closed.

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References in the Offer Document to “Banking Day” refer to any day on which banks in Frankfurt am Main, Federal Republic of Germany, and New York City, United States, are open for general business with retail customers.

References to an “FSE Trading Day” refer to a day on which the FSE is open for trading.

References to “Germany” refer to the Federal Republic of Germany.

References to “Nasdaq Trading Day” refer to a day on which the Nasdaq is open for trading.

References to “United States” or “U.S.” refer to the United States of America.

References to a “U.S. Working Day” refer to every day except for Saturdays, Sundays and U.S. federal public holidays.

The specification “EUR” relates to the Euro currency; “EURm” means one million Euros; and “EURbn” means one billion Euros.

The specification “USD” relates to the United States Dollar currency; “USDm” means one million United States Dollars; and “USDbn” means one billion United States Dollars.

2.2

Statements about the Delisting Purchase Offer and the Offer Document

The Bidder has not authorized third parties to make statements about the Delisting Purchase Offer or the Offer Document. If third parties nevertheless make such statements, these will be attributable neither to the Bidder nor to the persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG.

2.3

Status and source of the information contained in the Offer Document

All representations, opinions, stated intentions, forward-looking statements and other information contained in the Offer Document are based upon the Bidder’s and Novartis AG’s knowledge as of the time of publication of the Offer Document.

The information regarding MorphoSys and its three (3) subsidiaries, namely (i) MorphoSys US Inc., with its registered office in Boston, Massachusetts, United States, (ii) Constellation Pharmaceuticals, Inc., with its registered office in Boston, Massachusetts, United States, and (iii) Constellation Securities Corporation, with its registered office in Boston, Massachusetts, United States (collectively, the “MorphoSys Group” or the “MorphoSys Group Companies”) contained in the Offer Document is based on information furnished by MorphoSys or upon publicly available documents and records on file with the SEC and other public sources. In particular, the annual report of MorphoSys for the financial year 2023, which may be downloaded from the internet at www.morphosys.com/en/investors/financial-information, has been used for preparation of the Offer Document. The Bidder did not conduct any further due diligence prior to submitting the Delisting Purchase Offer, except for the due diligence in the context of the Previous Takeover Offer (as defined below in Sec. 6.7.1 of the Offer Document).

The Bidder did not separately verify the accuracy and completeness of information accessible to the public. The summary information in Sec. 3 of the Offer Document should be considered in conjunction with the annual report of MorphoSys for the financial year 2023 and other publicly available information, without limiting the declaration of assumption of responsibility in Sec. 25 of the Offer Document.

None of the Bidder, Novartis AG or any of its or their Affiliates assume any responsibility for the accuracy or completeness of the information in this Offer Document concerning MorphoSys or its subsidiaries, whether furnished by MorphoSys or contained in such documents and records, or for any failure by MorphoSys to disclose events that may have occurred or that may affect the significance or accuracy of any such information that is unknown to the Bidder, Novartis AG or any of its or their Affiliates or assigns.

2.4

Forward-looking statements and intentions

The Offer Document contains statements of historical fact and/or “forward looking statements”, including with respect to the delisting of MorphoSys and the acquisition of MorphoSys by the Bidder and

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Novartis AG. Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar terms, or by express or implied discussions regarding the ability of the Bidder, Novartis AG and MorphoSys to complete the transactions contemplated by the Delisting Agreement or the Business Combination Agreement (as defined below under Sec. 6.9 of the Offer Document), the expected timetable for completing the Delisting, the benefits sought to be achieved in the Delisting and the acquisition of MorphoSys, the potential effects of the Delisting and the acquisition of MorphoSys on the Bidder, Novartis AG and MorphoSys, the potential marketing approvals, new indications or labeling for the product candidates MorphoSys is developing, including pelabresib, or regarding expected benefits and success of, or potential future revenues from such products. Such forward-looking statements are based on Novartis AG’s and the Bidder’s (or a person’s acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG) current beliefs and expectations regarding future events and are subject to significant known and unknown risks and uncertainties. Such risks and uncertainties include, but are not limited to: the risk of shareholder litigation relating to the Delisting and the acquisition of MorphoSys, including resulting expense or delay; the possibility that the Delisting will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of the Bidder and Novartis AG or MorphoSys during the pendency of the Delisting and as a result of the acquisition of MorphoSys, such as employee departures or distraction of management from business operations; the potential that the expected benefits and opportunities of the Delisting, if completed, and the acquisition of MorphoSys may not be realized or may take longer to realize than expected; and risks related to the integration of MorphoSys into Novartis AG subsequent to the closing of the Delisting and the timing of such integration. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. A further list and descriptions of these risks uncertainties and other factors can be found in the current Form 20-F filed by Novartis AG with the SEC (“Novartis Form 20-F”). This Novartis Form 20-F is available on the internet at www.sec.gov/ix?doc=/Archives/edgar/data/0001114448/000137036824000004/nvs-20231231.htm. The risk factors referred to in the legend can be found in section 3.D of the Novartis Form 20-F. The risks include potential inability to achieve key commercial priorities and successfully launch new products, inability to successfully prioritize, integrate and execute the research and development programs for new products or new indications for existing products, and inability to identify, implement and/or realize the expected benefits from external business opportunities.

Forward-looking statements are not guarantees of performance, and the actual results of Novartis AG, the Bidder or persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG may differ materially from those expressed, projected or implied in or by the forward-looking statements.

Novartis AG, the Bidder and the persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG expressly disclaim — subject to Sec. 2.6 of the Offer Document — any obligation or undertaking to update the forward-looking statements contained in the Offer Document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law.

It is possible that the Bidder may change its intentions and evaluations expressed in the Offer Document after the publication of the Offer Document.

2.5

Conversion rates

2.5.1

Conversion rates used in the Offer Document

For the purpose of the Delisting Purchase Offer, in particular (but not limited to) Sec. 14 and Sec. 15 of the Offer Document, and notwithstanding the provisions in Sec. 15.2 of the Offer Document which shall prevail, the Bidder has carried out its calculations on the fixed conversion rate of EUR 0.9236 per USD 1.00.

2.5.2

Additional USD-EUR exchange rate information

The following tables set forth, for the periods indicated, information concerning the exchange rates for USD per EUR. The Bidder has provided these rates solely for convenience and these translations should

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not be construed as a representation that EUR amounts actually represent these USD amounts or that EUR amounts could have been, or could be, converted into USD at those rates or at any other rate. The Bidder did not use these rates in the preparation of the financial statements included in the Offer Document. Fluctuations in the exchange rate between USD and EUR will affect the USD equivalent of the EUR price of the MorphoSys Shares traded on the FSE and are likely to affect the market price of MorphoSys ADSs traded on the Nasdaq.

As used in the Offer Document, the term “Noon Buying Rate” refers to the rate of exchange for USD, expressed in EUR per USD, as announced by the Federal Reserve Bank of New York for customs purposes as the rate in The City of New York for cable transfers in foreign currencies.

The table below shows the average Noon Buying Rates in The City of New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York for EUR per USD for the last five fiscal years. The average is computed using the noon buying rate on the last business day of each month during the period indicated.

Year ended 31 December	Average Rate
2023	​	0.9238
2022	​	0.9526
2021	​	0.8489
2020	​	0.8727
2019	​	0.8943

The following table shows the Noon Buying Rates for USD in EUR for the last (6) six months.

Month ended	Low		High
June 2024	​	0.9183	​	0.9362
May 2024	​	0.9192	​	0.9363
April 2024	​	0.9204	​	0.9409
March 2024	​	0.9137	​	0.9267
February 2024	​	0.9204	​	0.9328
January 2024	​	0.9111	​	0.9523
December 2023	​	0.8998	​	0.9306

On 28 June 2024, the Noon Buying Rate was EUR 0.9336 per USD 1.00.

2.6

No updates

The Bidder will update the Offer Document (also with regard to any changed intentions of the Bidder) only to the extent required pursuant to either the WpÜG or the U.S. Offer Rules and permitted under both the WpÜG and the U.S. Offer Rules. Updates to the Offer Document may cause the extension of the Acceptance Period.

3.

SUMMARY OF THE OFFER

The following summary contains an overview of certain information contained in the Offer Document. It is supplemented by the information and statements reflected elsewhere in the Offer Document and is to be read in connection with them. With regard to defined terms, the definitions contained in the Offer Document (in some cases set out further below) apply. This summary does not contain all information that could be relevant to the MorphoSys Securityholders. All MorphoSys Securityholders should therefore carefully read the entire Offer Document.

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Bidder:	Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland Telephone: +41 61 324 1111
Target Company:	MorphoSys AG Semmelweisstr. 7 82152 Planegg Federal Republic of Germany Telephone: +49 89-89927-0
Subject of the Delisting Purchase Offer:	Acquisition of all MorphoSys Shares not held directly by the Bidder, including all ancillary rights, in particular the right to dividends, existing at the time of the settlement of the Delisting Purchase Offer.
Offer Price:	EUR 68.00 per MorphoSys Share.
Acceptance Period:	4 July 2024 through 2 August 2024, 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time).
No offer conditions:	The agreements entered into between the Bidder and the MorphoSys Securityholders accepting the Delisting Purchase Offer are not subject to any offer conditions.
ISIN:	MorphoSys Shares: ISIN DE0006632003. MorphoSys ADSs: ISIN US6177602025. Tendered MorphoSys Shares: ISIN DE000A40ESD9
Acceptance of the Delisting Purchase Offer for MorphoSys Shares:	Acceptance of the Delisting Purchase Offer is to be declared in writing or in text form by the respective MorphoSys Shareholder during the Acceptance Period to the Custodian Bank (as defined in Sec. 13.1.2 of the Offer Document). It will not become valid until timely booking of the MorphoSys Shares for which the Delisting Purchase Offer has been accepted during the Acceptance Period into ISIN DE000A40ESD9 (any such MorphoSys Shares, the “Tendered MorphoSys Shares”).
​	Until the settlement of the Delisting Purchase Offer pursuant to the terms of the Offer Document, the Tendered MorphoSys Shares for which the declaration of acceptance has taken effect will remain in the securities account of the MorphoSys Shareholder accepting the Delisting Purchase Offer.

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Acceptance of the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs:	Acceptances of the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs can be declared to the ADS Tender Agent (as defined in Sec. 13.2.1 of the Offer Document) using the procedure described in Sec. 13.2 of the Offer Document or by surrendering MorphoSys ADSs to receive MorphoSys Shares to tender in the Delisting Purchase Offer as described in Sec. 13.3 of the Offer Document.
Costs of Acceptance:	Acceptance of the Delisting Purchase Offer according to the provisions in Sec. 13.1.6 of the Offer Document shall be, in principle, free of any charges, costs and banking or brokers’ commissions for the accepting MorphoSys Shareholders, other than payment of any applicable fees, charges or expenses of the Custodian Banks and the costs for transmitting the Declaration of Acceptance to the relevant Custodian Bank. Any exchange, sales taxes or stamp duty resulting from the acceptance of the Delisting Purchase Offer will not be borne by the Bidder. According to the provisions in Sec. 13.2.6 of the Offer Document, MorphoSys ADS Holders who hold their MorphoSys ADS through a broker or other securities intermediary and whose broker or other securities intermediary accepts the Bidder’s Delisting Purchase Offer on the MorphoSys ADS Holders behalf, may be charged a fee. MorphoSys ADS Holders who accept the Bidder’s Delisting Purchase Offer to acquire the MorphoSys Shares represented by their MorphoSys ADSs directly will not be charged brokerage fees. Any stock exchange tax, sales tax or stamp tax, resulting from acceptance of the Delisting Purchase Offer will not be borne by the Bidder. The fee to be paid to the ADS Depositary for the cancellation of the MorphoSys ADSs (USD 0.05 per MorphoSys ADS) will be borne by the Bidder. The amount paid by the ADS Tender Agent to tendering MorphoSys ADS Holders will also be net of any other applicable fees and expenses and any required withholding in respect of U.S. income tax.
Right of Withdrawal:	MorphoSys Securityholders who accept the Delisting Purchase Offer during the Acceptance Period may withdraw their declared acceptance in respect of their tendered MorphoSys Securities at any time until the end of the Acceptance Period without having to give any reason. MorphoSys Securityholders who have exercised their right of withdrawal may re-accept the Delisting Purchase Offer prior to the end of the Acceptance Period as described in the Offer Document. Notwithstanding this, the following statutory withdrawal rights exist prior to the end of the Acceptance Period: • In the event of an amendment of the Delisting Purchase Offer pursuant to Sec. 21 para. 1 WpÜG, MorphoSys Securityholders may, at any time until the end of the Acceptance Period, withdraw from the contracts entered into as a result of acceptance of the Delisting Purchase Offer if and to the extent that they have accepted the Delisting Purchase Offer prior to the publication of the amendment of the Delisting Purchase Offer (pursuant to Sec. 21 para. 4 WpÜG); and

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​	• In the event of a Competing Offer pursuant to Sec. 22 para. 1 WpÜG (as defined in Sec. 5.2 of the Offer Document), MorphoSys Securityholders may, at any time until the end of the Acceptance Period, withdraw from the contracts entered into as a result of acceptance of the Delisting Purchase Offer if and to the extent that they have accepted the Delisting Purchase Offer prior to publication of the offer document for the Competing Offer (Sec. 22 para. 3 WpÜG). Additional information regarding rights of withdrawal is included in Sec. 17 of the Offer Document.
Stock Exchange Trading:	There will be no trading of Tendered MorphoSys Shares on a stock exchange. MorphoSys Shares represented by MorphoSys ADSs that are tendered in the Delisting Purchase Offer may also not be traded. MorphoSys ADSs that are tendered in the Delisting Purchase Offer and the MorphoSys Shares represented thereby will be blocked until the Delisting Purchase Offer is consummated or terminated or the tendered ADSs are withdrawn. MorphoSys Shares that were not tendered in the Delisting Purchase Offer may continue to be traded under ISIN DE0006632003 on the regulated market (Prime Standard) of the FSE or on the open market (Freiverkehr) until the Delisting enters into effect. However, it should be taken into consideration that the Delisting could affect the MorphoSys Shares and the MorphoSys Shareholders as described in more detail in Sec. 9.1 of the Offer Document, e.g., a more limited tradability of the MorphoSys shares and, accordingly, the possibility of price losses.
Publications:	The Offer Document, the publication of which was permitted by BaFin on 4 July 2024, is published on 4 July 2024 in German by way of (i) announcement on the internet at www.novartis.com/​investors/morphosys-acquisition/delisting-purchase-offer and (ii) keeping available copies of the Offer Document free of charge at Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (requests to obtain a copy of the Offer Document to be made via e-mail to dct.tender-offers@db.com or by fax to +49 69 910 38794 indicating a valid mailing address). The announcement about keeping available copies of the Offer Document free of charge in the Federal Republic of Germany and the internet address at which the publication of the Offer Document occurs will be published on 4 July 2024 in the German Federal Gazette (Bundesanzeiger). In the United States, the corresponding announcement will be made in The New York Times (U.S. Edition). In addition, the Bidder intends to mail the English translation of the Offer Document to all MorphoSys ADS Holders. Further, the Offer Document is published by including an English language version of the Offer Document as part of the Schedule TO (as defined in Sec. 1.5 of the Offer Document). The English language version of the Offer Document, which has not been reviewed by BaFin, has also been made available at

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​	www.novartis.com/investors/morphosys-acquisition/​ delisting-purchase-offer.
​	All announcements and publications in relation to the Delisting Purchase Offer required under the WpÜG are published on the internet at www.novartis.com/investors/morphosys-acquisition/​delisting-purchase-offer (in German together with an English translation). Announcements and publications in relation to the Delisting Purchase Offer required under the WpÜG are also published in German in the German Federal Gazette (Bundesanzeiger). In addition, the Schedule TO (as defined in Sec. 1.5 of the Offer Document) that the Bidder and Novartis AG have filed with the SEC, of which the Offer Document forms a part, exhibits to the Schedule TO and other information that the Bidder has filed electronically with the SEC may be obtained free of charge at the SEC’s website at https://www.sec.gov/edgar/browse/?CIK=11144485, at the Bidder’s website at www.novartis.com/investors/morphosys-acquisition/​delisting-purchase-offer.
Settlement:	With regard to the Tendered MorphoSys Shares, payment of the Offer Price will be effected without undue delay, at the latest on the fourth (4th) Banking Day after publication of the tender results after the end of the Acceptance Period pursuant to Sec. 23 para. 1 no. 2 WpÜG, in accordance with Sec. 13.1.5 of the Offer Document.
Settlement of MorphoSys Shares represented by MorphoSys ADSs	The Bidder shall, with respect to the MorphoSys Shares represented by MorphoSys ADSs properly tendered for sale during the Acceptance Period and not validly withdrawn, pay the Offer Price to the ADS Tender Agent’s cash account in Germany via Clearstream without undue delay, however no later than on the fourth (4th) Banking Day, following the publication of the tender results pursuant to Sec. 23 para. 1 no. 2 WpÜG after the expiration of the Acceptance Period. Upon crediting of the Offer Price to the ADS Tender Agent’s cash account in Germany via Clearstream, the Bidder will have fulfilled its obligation to pay the Offer Price with respect to the MorphoSys Shares represented by MorphoSys ADSs properly tendered for sale. It is the ADS Tender Agent’s responsibility to transfer without undue delay the Offer Price to the MorphoSys ADS Holders that tendered into the Delisting Purchase Offer. For details see Sec. 13.2 of the Offer Document.
Certain U.S. Federal Income Tax Considerations	The receipt of the Offer Price in respect of MorphoSys Securities pursuant to the Delisting Purchase Offer will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or non-U.S. income or other tax laws. All MorphoSys Securityholders are urged to consult their tax advisors as to the particular tax consequences to them of the

5

Last accessed on 3 July 2024.

13

​

Delisting Purchase Offer. See Sec. 20.1 and Sec. 13.2.6 of the Offer Document for a more detailed discussion of certain U.S. federal income tax considerations that may be relevant to tendering MorphoSys Securityholders.

Certain German Tax Consequences

The receipt of the Offer Price in respect of MorphoSys Securities pursuant to the Delisting Purchase Offer will typically be a taxable transaction for German income tax purposes and may also be a taxable transaction under applicable non-German tax laws. All MorphoSys Securityholders are urged to consult their own tax advisors as to the particular tax consequences to them of the Delisting Purchase Offer. See Sec. 20.2 of the Offer Document for a more detailed discussion of material German tax consequences for tendering MorphoSys Securityholders.

4.

OFFER

4.1

Offer Price

Subject to the terms set forth in the Offer Document, the Bidder hereby offers to acquire all MorphoSys Shares (including all MorphoSys Shares represented by MorphoSys ADSs) not held directly by the Bidder (ISIN DE0006632003) against payment of a cash consideration in the total amount of

EUR 68.00
per MorphoSys Share

(the “Offer Price”).

The Offer Price per MorphoSys Share applies to all MorphoSys Shares including all ancillary rights existing at the time of the settlement of the Delisting Purchase Offer, in particular the right to receive dividends.

4.2

Acceptance of the Delisting Purchase Offer

MorphoSys Shareholders may accept the Delisting Purchase Offer as is set out in detail in Sec. 13.1 of the Offer Document. MorphoSys ADS Holders may accept the Delisting Purchase Offer by (i) surrendering their MorphoSys ADSs to receive MorphoSys Shares as is set out in detail in Sec. 13.3 of the Offer Document or (ii) instructing the ADS Tender Agent to tender the MorphoSys Shares underlying their MorphoSys ADSs in the Delisting Purchase Offer as is set out in detail in Sec. 13.2 of the Offer Document.

The Bidder has entered into the Non-Tender Agreement and the Security Blockage Agreement (as defined under Sec. 8.3 of the Offer Document) with Novartis BidCo Germany in which Novartis BidCo Germany agreed not to accept the Delisting Purchase Offer in respect of a total of 34,337,809 MorphoSys Shares (corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys).

4.3

Settlement of the Delisting Purchase Offer

With respect to the Tendered MorphoSys Shares (as defined in Sec. 3 of the Offer Document), the settlement of the Delisting Purchase Offer will occur as is set out in detail in Sec. 13.1 of the Offer Document without undue delay following, but in any event no later than on the fourth (4th) Banking Day following the publication of the tender results after the end of the Acceptance Period pursuant to Sec. 23 para. 1 no. 2 WpÜG (i.e., on 13 August 2024 subject to any extension of the Acceptance Period as described under Sec. 5.2 of the Offer Document).

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5.

ACCEPTANCE PERIOD

5.1

Duration of the Acceptance Period

The period for acceptance of the Delisting Purchase Offer for the MorphoSys Shares (including MorphoSys Shares represented by MorphoSys ADSs) begins upon publication of the Offer Document on 4 July 2024. It ends on

2 August 2024,
24:00 hours Frankfurt am Main local time and
18:00 hours New York local time, respectively.

5.2

Extension of the Acceptance Period

In the circumstances set out below, the period for acceptance of the Delisting Purchase Offer will in each case be extended automatically as follows:

(a)

The Bidder may amend the Delisting Purchase Offer until one business day (Arbeitstag) in the Federal Republic of Germany before expiry of the Acceptance Period in accordance with Sec. 21 WpÜG. In the event of an amendment of the Delisting Purchase Offer pursuant to Sec. 21 WpÜG, the Acceptance Period pursuant to Sec. 5.1 of the Offer Document will be automatically extended by two (2) weeks if publication of the amended Delisting Purchase Offer occurs within the last two (2) weeks before expiry of the Acceptance Period (Sec. 21 para. 5 WpÜG). In that event, the Acceptance Period will be extended until 16 August 2024, 24:00 hours Frankfurt am Main local time / 18:00 hours New York local time. This applies even if the amended Delisting Purchase Offer violates statutory provisions.

(b)

If a competing offer is launched by a third party in accordance with Sec. 22 para. 1 WpÜG (a “Competing Offer”) during the Acceptance Period and if the Acceptance Period expires prior to expiry of the acceptance period of the Competing Offer, the Acceptance Period will automatically be extended to correspond to the expiry of the acceptance period of the Competing Offer (Sec. 22 para. 2 WpÜG). This applies even if the Competing Offer is amended or prohibited or violates statutory provisions.

(c)

If a general meeting (Hauptversammlung) of MorphoSys is convened in connection with the Delisting Purchase Offer following publication of the Offer Document, the Acceptance Period will be extended to ten (10) weeks beginning with publication of the Offer Document in accordance with Sec. 16 para. 3 WpÜG (i.e., until 12 September, 24:00 hours Frankfurt am Main local time / 18:00 hours (New York local time).

The period for acceptance of the Delisting Purchase Offer, including all extensions of such period resulting from provisions of the WpÜG is referred to as the “Acceptance Period” in the Offer Document.

The Bidder will publish any extension of the Acceptance Period in accordance with Sec. 22 of the Offer Document. With regard to the right of withdrawal in the event of an amendment to the Delisting Purchase Offer or the launch of a Competing Offer, please refer to Sec. 17 of the Offer Document.

On 3 July 2024, the Bidder has obtained relief from the requirements of Rule 14e-1(b) under the U.S. Exchange Act from the Staff in order to permit the extension of the period for acceptance in compliance with German Offer and Delisting Rules by two (2) weeks and not by ten (10) U.S. Working Days in case of an amendment to the Delisting Purchase Offer (see Sec. 21 of the Offer Document for further details).

5.3

No additional acceptance period

There will be no additional acceptance period pursuant to Sec. 16 para. 2 WpÜG, which would allow for acceptance of the Delisting Purchase Offer within two (2) weeks after the expiry of the Acceptance Period.

6.

DESCRIPTION OF THE BIDDER, ITS SHAREHOLDER STRUCTURE AND NOVARTIS

6.1

Legal basis and capital structure of the Bidder

The Bidder is a stock corporation (Aktiengesellschaft) established under the laws of Switzerland with registered office in Basel, Switzerland and being registered with the commercial register office

15

(Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492. The current business address of the Bidder is Lichtstrasse 35, 4056 Basel, Switzerland (tel. +41 61 324 1111). The share capital of the Bidder amounts to CHF 100,000.00 which is divided into 100,000 registered shares. The corporate purpose of the Bidder includes, inter alia, to acquire, hold and manage participations of any kind.

6.2

Governing body

The following section lists the names, positions as well as current and material mandates during the past five years of current members of the Bidder’s board of directors (Verwaltungsrat).

Daniel Andreas Weiss

Chair since February 2024 | Nationality: Swiss

Daniel Andreas Weiss, CFA, first joined Novartis in 1999 as a portfolio manager and has held positions of increasing responsibility since, including Head of Capital Markets and Deputy Group Treasurer.

Professional experience

•

Global Head Treasury of Novartis (since March 2021)

Education

•

Licentiatus rerum politicarum (Master’s Degree in Economics and Business Administration), University of Basel, Switzerland

Bertrand Richard René Bugnon

Board member since February 2024 | Nationality: Swiss/Italian

Bertrand Richard René Bugnon first joined Novartis in 1997 and has since served in various senior management positions, including most recently as Country Chief Financial Officer Switzerland.

Professional experience

•

Head International Treasury of Novartis (since February 2022)

Education

•

Doctor rerum politicarum, Economy, University of Fribourg, Switzerland

Christian Rehm, Ph.D.

Board member since February 2024 | Nationality: Swiss

Christian Rehm, Ph.D., first joined Novartis in November 2010 as Head Capital Markets Legal.

Professional experience

•

Head Corporate and Finance Legal of Novartis (since May 2015)

•

Lecturer for capital markets law at the University of St. Gallen, Switzerland (since September 2011, located at Dufourstrasse 50, 9000 St. Gallen, Switzerland)

Education

•

Licentiatus iuris (lic. iur.) degree, University of Zurich, Switzerland

•

Doctorate in law (Ph.D.), University of Zurich, Switzerland

•

Master of Laws (LL.M.), University of California, Davis Law School, United States

•

Executive MBA degree, University of St. Gallen, Switzerland

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•

Bar examination, Switzerland

6.3

Bidder’s shareholder structure

6.3.1

Direct shareholding in the Bidder

The sole shareholder of the Bidder is Novartis Pharma AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, with registered office at Lichtstrasse 35, 4056 Basel, Switzerland, (tel. +41 61 324 1111) registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-106.052.527 (“Novartis Pharma”).

The following section lists the names, positions as well as current and material mandates during the past five years of current members of Novartis Pharma’s board of directors.

Joerg Reinhardt, Ph.D.

Chair since 2013 | Nationality: German

For more information on Joerg Reinhardt, see his full biography below under “Novartis AG” below.

Karen L Hale

Board member since 2021 | Nationality: American

Prior to joining Novartis, Karen Hale held a succession of senior roles from 2013 through 2021 at AbbVie Inc., including vice president, deputy general counsel and chief ethics and compliance officer.

Professional experience

•

Chief Legal Officer of Novartis (since May 2021)

•

Vice-President, Deputy General Counsel of AbbVie Inc., US (from January 2019 to May 2021, located at 1 N. Waukegan Road North Chicago, 60064 Illinois; the principal business of which is pharmaceutical research and development)

Education

•

Bachelor’s degree in economics, Duke University, United States

•

Juris Doctor (J.D.), William & Mary Law School, United States

•

Bar examination, Illinois and Virginia

Harry Kirsch

Board member since 2013 | Nationality: German/Swiss

Harry Kirsch first joined Novartis in 2003 as Head Financial Global Primary Care. He became CFO of Novartis Pharma Europe in 2008 and CFO of the former Novartis Pharmaceuticals Division in 2010.

Professional experience

•

Chief Financial Officer of Novartis (since 2013)

Education

•

Diploma degree in industrial engineering and economics, University of Karlsruhe, Germany

6.3.2

Indirect shareholding in the Bidder

The sole shareholder of Novartis Pharma AG, and group parent company is Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, with registered office at Lichtstrasse 35, 4056 Basel, Switzerland (tel. +41 61 324 1111), registered with the commercial register

17

office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-103.867.266 (“Novartis AG” and together with its direct and indirect subsidiaries, “Novartis”). Novartis AG is a publicly listed company whose stock trades on the SIX Swiss Exchange under the ticker symbol “NOVN” and on the New York Stock Exchange in the form of American Depositary Shares under the ticker symbol “NVS”. Novartis AG is not controlled by any of its shareholders.

The following section lists the names, positions and current and material mandates during the past five years of current members the Novartis AG board of directors (Verwaltungsrat).

Joerg Reinhardt, Ph.D.

Chair since 2013 | Chair of the Science & Technology Committee | Nationality: German

In the Bidder’s opinion, Joerg Reinhardt is a proven expert of the healthcare industry whose career spans nearly 40 years. After receiving his doctorate in pharmaceutical sciences, Mr. Reinhardt joined Sandoz Pharma Ltd., a predecessor to Novartis, in 1982. He held a number of senior leadership positions at Novartis, including Chief Operating Officer and Head of the Vaccines and Diagnostics Division. Additionally, he led Bayer HealthCare AG as chair of the board of management and the executive committee from 2010 to 2013.

Mandates

•

Senate member, Helmholtz Association of German Research Centers, Germany (current mandate, located at Spreepalais am Dom Anna-Louisa-Karsch-Straße 2 10178 Berlin, Germany, the principal business of which is scientific research)

•

Chair of the board of trustees, Institute of Molecular and Clinical Ophthalmology Basel (IOB), Switzerland (current mandate, located at Mittlere Strasse 91, 4031 Basel, Switzerland, the principal business of which is ophthalmological research)

•

Chair of the board of trustees, Novartis Foundation, Switzerland (since 2012, located at Lichtstrasse 35 4056 Basel Switzerland, the principal business of which is a not-for-profit effort to address the world’s most pressing health challenges)

•

Board member, Swiss Re AG, Switzerland (since 2017, located at Mythenquai 50, 8002 Zurich, Switzerland, the principal business of which is reinsurance)

Education

•

Doctorate in pharmaceutical sciences, Saarland University, Germany

Simon Moroney, D.Phil.

Vice-Chair since 4 March 2022 | Independent Non-Executive Director | Chair of the Compensation Committee | Science & Technology Committee Member | Board member since 2020 | Nationality: German/​New Zealander

As co-founder and CEO of MorphoSys, in the Bidder’s opinion, Simon Moroney played a central role in establishing the company as a force in the field of therapeutic antibodies, with one of the broadest pipelines of drug candidates in the industry. Mr. Moroney holds both a doctorate and a Master’s degree in chemistry.

Professional experience

•

Co-founder and CEO, MorphoSys, Germany (from 1992 to 2019, the principal business of which is biopharmaceuticals)

Mandates

•

Chair of the board of directors and the remuneration and nomination committee, Biotalys NV, Belgium (current mandate, located at Buchtenstraat 11, 9051 Gent, Belgium, the principal business of which is biotechnologies)

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Education

•

Doctorate in chemistry, University of Oxford, UK

•

Master’s degree in chemistry, University of Waikato, New Zealand

Nancy C. Andrews, M.D., Ph.D.

Independent Non-Executive Director | Risk Committee Member | Science & Technology Committee Member | Board member since 2015 | Nationality: American/Swiss

Nancy C. Andrews has extensive experience as a physician, scientist, professor and senior administrator at leading academic institutions and hospitals. Her distinguished career spans more than 30 years, with leadership roles at both Harvard Medical School and the Duke University School of Medicine. Since 2023, Dr. Andrews is professor in residence of pediatrics at Harvard Medical School and is credited with conducting research that led to advances in understanding iron biology and iron diseases.

Professional experience

•

Professor in residence of pediatrics, Harvard Medical School, US (from 2023, located at 25 Shattuck St, Boston, MA 02115)

•

Executive vice president and chief scientific officer, Boston Children’s Hospital, US (from 2021, located at 300 Longwood Ave, Boston, MA 02115)

•

Dean emerita, Duke University School of Medicine, and vice chancellor emerita for academic affairs, Duke University, US (from 2017, located at Duke University Medical Center Greenspace, Durham, NC 27710)

•

Professor of pediatrics, pharmacology and cancer biology, Duke University, US (from 2007 to 2021, located at 2138 Campus Drive, PO Box 90586, Durham, NC 27708)

Mandates

•

Board member, Maze Therapeutics Inc., US (current mandate, located at 171 Oyster Point Blvd, Suite 300, South San Francisco, CA 94080, the principal business of which is genetic research)

•

Board member and chair of the science and technology committee, Charles River Laboratories International Inc., US (current mandate, located at 251 Ballardvale St, Wilmington, MA, 01887, the principal business of which is pharmaceuticals)

•

Home secretary (since July 2023) and council member, National Academy of Sciences, US (located at: 500 Fifth St., N.W., Washington, D.C. 20001, the principal purpose of which is the promotion of the sciences)

•

Former council member (from 2013 to 2019) and member, National Academy of Medicine, US (located at 500 5th Street NW, Washington, DC 20001, the principal purpose of which is supporting those in the health and medical fields)

•

Fellow (since April 2007) and former chair (from 2017 to 2023), American Academy of Arts and Sciences, US (located at 136 Irving Street, Cambridge, MA 02138, the principal purpose of which is providing scholarship in the arts and sciences)

•

Member of the executive committee of the corporation, Massachusetts Institute of Technology, US (from 2019 to 2022, 77 Massachusetts Avenue, Cambridge MA 02139, the principal business of which is to make decisions for MIT)

•

Member of the scientific management review board, National Institutes of Health, US (from 2014 to 2019, located at 9000 Rockville Pike, Bethesda, Maryland 20892, the principal purpose of which is to develop and distribute biomedical and public health research for the U.S. government)

•

Board member and former chair, Burroughs Wellcome Fund, US (from 2011 to 2019, located at 21 T. W. Alexander Drive, Research Triangle Park, NC 27709, the principal purpose of which is independent biomedical research)

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Education

•

Doctor of medicine, Harvard Medical School, US

•

Doctorate in biology, Massachusetts Institute of Technology, US

•

Master’s and bachelor’s degrees in molecular biophysics and biochemistry, Yale University, US

Ton Buechner

Independent Non-Executive Director | Chair of the Risk Committee | Audit and Compliance Committee Member | Board member since 2016 | Nationality: Dutch/Swiss

Ton Buechner is an engineer by training who started his career in the oil and gas construction industry.

Professional experience

Before becoming the CEO of Sulzer AG, he held several divisional leadership roles at the company and worked in markets including Asia. Mr. Buechner most recently served as CEO and chair of the executive board of AkzoNobel NV, where he introduced, in the Bidder’s opinion, industry-leading ESG policies.

Mandates

•

Chair of the board of directors and the sustainability committee, Swiss Prime Site AG, Switzerland (current mandate, located at Alpenstrasse 15, 6300 Zug, Switzerland, the principal business of which is real estate)

•

Chair of the board of directors and the strategy and sustainability committee, Burckhardt Compression AG, Switzerland (current mandate, located at Franz-Bruckhardt-Strasse 5, P.O. Box 3352, 8404 Winterthur, Switzerland; tel.: +41 52 261 55 00, the principal business of which is compression solutions)

•

Member of advisory committee to the Ministry of Economic Affairs and Climate Policy (“Adviescommissie Maatwerkafspraken Verduurzaming Industrie”), Netherlands (current mandate, located at Bezuidenhoutsweg 73, 2594 AC The Hague, Netherlands, the principal business of which is advising on economic affairs and climate policy)

•

Member of the presidential and shareholder committees (from 2014 to 2020) and member of the supervisory board (from 2014 to 2018), Voith GmbH & Co. KGaA, Germany, (located at St. Pöltener Straße 43, 89522 Heidenheim, Germany, the principal business of which is mechanical engineering)

Education

•

Master of business administration, IMD business school, Switzerland

•

Master’s degree in civil engineering, Delft University of Technology, Netherlands

Patrice Bula

Lead Independent Director since 4 March 2022 | Chair of the Governance, Sustainability and Nomination Committee | Member of the Compensation Committee | Board member since 2019 | Nationality: Swiss

Patrice Bula has 40 years of global management experience and is, in the Bidder’s opinion, a leader in the consumer goods industry across established and emerging markets. He has served in various senior roles at Nestlé SA, including as general manager of its businesses in China, Germany and South Africa. Most recently, he successfully led the Nestlé Group’s brand strategies, digital marketing transformation and Nespresso business.

Professional experience

•

Executive vice president and head of strategic business units, marketing, sales and Nespresso, Nestlé SA, Switzerland (from 2011 to 2021, located at Avenue Nestlé 55, 1800 Vevey, Switzerland; tel.: +41 21 924 1111), the principal business of which is manufacturing and marketing food products)

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Mandates

•

Chair, European Pizza Group Topco Sarl, Luxembourg (current mandate, located at 19, rue de Bitbourg, 1273 Luxembourg, Luxembourg, the principal business of which is frozen pizza)

•

Chair, Froneri Lux Topco Sarl, Luxembourg (current mandate, located at 19, rue de Bitbourg, 1273 Luxembourg, Luxembourg, the principal business of which is ice cream and frozen foods)

•

Board member and vice chair, Schindler AG, Switzerland (current mandate, located at Seestrasse 55, 6052 Hergiswil, Switzerland, the principal business of which is manufacturing and installing elevators, escalators and moving walkways)

•

Board member and chair of the ESG committee, New Tiger LLC, US (current mandate, located at 433 West Van Buren Street Chicago, IL 60607, the principal business of which is consumer beverages)

•

Co-chair (2020 from to 2021) and board member (from 2015 to 2021), Cereal Partners Worldwide SA, Switzerland (Nestlé representative) (located at Avenue de la Gottaz 36 Case Postale 2184 Morges, 1110 Switzerland, the principal business of which is producing and selling ready-to-eat breakfast cereals)

•

Board member, Froneri Lux Topco Sarl, Luxembourg (Nestlé representative) (from 2016 to 2020)

•

Board member, Bobst Group SA, Switzerland (from 2017 to 2019, located at Case Postale Lausanne, 1001 Switzerland, the principal business of which is manufacturing printing presses and packaging producing machinery)

•

Chair, Blue Bottle Coffee Inc., US (Nestlé representative) (from 2017 to 2019, located at 476 9th Street, Oakland, CA 94607, the principal business of which is coffee roasting and retail)

•

Chair, Nestlé Nespresso SA, Switzerland (Nestlé representative) (from 2011 to 2019, located at Route du Lac 3, 1094 Paudex, Switzerland), the principal business of which is coffee capsules and machines)

•

Board member, Hsu Fu Chi Food Companies, China (Nestlé representative) (from 2011 to 2019, located at Zhouwu Industrial District Dongcheng Dongguan, 523118 China, the principal business of which is manufacturing sweet foods)

Education

•

Program for executive development, IMD business school, Switzerland

•

Master’s degree in economic sciences, HEC Lausanne, Switzerland

Elizabeth (Liz) Doherty

Independent Non-Executive Director | Chair of the Audit and Compliance Committee | Risk Committee Member | Audit Committee Financial Expert | Board member since 2016 | Nationality: British/Irish

Elizabeth (Liz) Doherty is an expert in finance and accounting who has broad operational experience in international consumer and retail businesses.

Professional experience

She began her career in internal audit at Unilever PLC and has held senior finance and accounting roles there and at other companies including Tesco PLC and Reckitt Benckiser Group PLC.

Mandates

•

Board member and chair of the audit committee, Corbion NV, Netherlands (current mandate, located at Piet Heinkade 127 1019 GM, Amsterdam, Netherlands, the principal business of which is lactic acid food preservation solutions)

•

Member of the supervisory board and chair of the audit committee, Royal Philips NV (current mandate located at Amstelplein 2, 1096 BC Amsterdam, Netherlands, the principal business of which is healthcare technology)

21

•

Advisor, Affinity Petcare SA and GB Foods SA, Spain (from 2017 to 2023, located at Placa Europa 42, 08902 Hospitalet de Llobregat, Barcelona, Spain, the principal business of which is pet food and food supplies, respectively)

•

Board member, Dunelm Group PLC, UK (from 2013 to 2019, located at Watermead Business Park, Syston, Leicestershire LE7, United Kingdom 1AD, the principal business of which is to sell home furnishings)

•

Board member, HM Courts & Tribunals Service, UK (from 2015 to 2019, located at 102 Petty France, London SW1, United Kingdom, the principal responsibility of which is the administration of criminal, civil and family courts and tribunals in England and Wales)

•

Board member, Ministry of Justice, UK (from 2015 to 2019, located at 102 Petty France, London SW1, United Kingdom, the principal responsibility of which is the UK justice system)

Education

•

Fellow, Chartered Institute of Management Accountants, UK

•

Bachelor’s degree in liberal studies in science (physics), University of Manchester, UK

Bridgette Heller

Independent Non-Executive Director | Audit and Compliance Committee Member | Compensation Committee Member | Governance, Sustainability and Nomination Committee Member | Board member since 2020 | Nationality: American

Bridgette Heller has proven experience in the standalone divisions of companies such as Johnson & Johnson, Merck & Co. Inc. and Danone SA, and has served on the audit committees of ADT Corp. and Tech Data Corp. During her career, she has overseen the performance of CFOs and made decisions on strategic R&D priorities. Ms. Heller is, in the Bidder’s opinion, an advocate for diversity, equity and inclusion, and travelled globally to reinforce Danone’s commitment to infant and maternal health, inclusive diversity, an equitable workforce for women, and sustainable communities. She is co-founder and CEO of the Shirley Proctor Puller Foundation, an education and youth empowerment nonprofit, and devotes much of her time to strengthening education and sustainability in an underserved community in the US.

Professional experience

•

Co-founder and CEO, Shirley Proctor Puller Foundation, US (from 2019, located at 4133 Cortez Way, South St. Petersburg, FL 33712, the principal business of which is advocating for student literacy)

•

EVP and president of specialized nutrition, Danone SA, Netherlands (from 2017 to 2019, located at 17, boulevard Haussmann 75009 Paris, France, the principal business of which is food products)

•

EVP of early life nutrition, Danone SA, Netherlands (from 2016 to 2019, located at 17, boulevard Haussmann 75009 Paris, France, the principal business of which is food products)

Mandates

•

Board member, Integral Ad Science Inc., US (current mandate, located at 12 E 49th St Floor 20, New York, New York 10017, US, the principal business of which is digital advertising)

•

Board member, Aramark, US (current mandate, located at 2400 Market Street, Philadelphia, PA, 19103, the principal business of which is food services)

•

Board member, Dexcom Inc., US (current mandate, located at 6340 Sequence Drive, San Diego, CA, 92121, the principal business of which is glucose monitoring systems)

•

Board member, Newman’s Own Inc., US (current mandate, located at 1 Morningside Drive, North Westport, CT 06880, the principal business of which is food services)

•

Member of the board of trustees, Northwestern University, US (current mandate, located at 633 Clark Street, Evanston, IL 60208, the principal business of which is education)

22

•

Member of the advisory board, Kellogg School of Management at Northwestern University, US (current mandate)

•

Board member, Shirley Proctor Puller Foundation, US (current mandate, located at 4133 Cortez Way, South St. Petersburg, FL 33712, the principal business of which is advocating for student literacy)

•

Board member, Newman’s Own Foundation, US (current mandate, located at 1 Morningside Drive, North Westport, CT 06880, the principal business of which is food services)

•

Board member, Tech Data Corp., US (from 2016 to 2020, located at 5350 Tech Data Drive, Clearwater, FL 33760, the principal business of which is IT products)

Education

•

Master’s degree in marketing and management policy, Kellogg School of Management at Northwestern University, US

•

Bachelor’s degree in economics and computer studies, Northwestern University, US

Daniel Hochstrasser

Independent Non-Executive Director | Audit and Compliance Committee Member | Governance, Sustainability and Nomination Committee Member | Board member since 4 March 2022 | Nationality: Swiss

Daniel Hochstrasser is an independent dispute resolution specialist practicing in Zurich, Switzerland. Until the end of 2022, he has been leading Bär & Karrer’s arbitration practice for 15 years. He frequently represented parties in complex disputes arising from matters such as M&A transactions, industrial and infrastructure projects, and license, distribution and development agreements, particularly in the pharmaceutical industry. In addition, he led the firm as senior partner from 2011 until 2021. He has published extensively on arbitration and litigation, and lectures at the University of Zurich and the University of St. Gallen in Switzerland.

Professional experience

•

Attorney-at-law, Daniel Hochstrasser AG, Switzerland (since January 2023, located at Schulhausstrasse 42, 8002 Zurich, Switzerland, the principal business of which is legal services)

•

Attorney-at-law and partner, Bär & Karrer AG, Switzerland (from 1993 to December 2022, located at Brandschenkestrasse 90 8002 Zurich, Switzerland, the principal business of which is legal services)

•

Senior partner and chair of the board of directors, Bär & Karrer AG, Switzerland (from 2011 to 2021)

Mandates

•

Chair of the board of directors, Daniel Hochstrasser AG, Switzerland (current mandate)

•

Member (from 2015 to 2021) and vice president (since 2021), ICC Court of Arbitration, France (current mandate, located at 33-43 avenue du President Wilson, 75116 Paris, France, the principal business of which is legal services)

•

Member of the Ethics Court, Zurich Bar Association, Switzerland (since 2004, located at Kasinostrasse 2, Postfach, 8401 Winterhur, Switzerland, the principal business of which is legal services)

•

Board member, Finland Arbitration Institute, Finland (since 2020, located at P.O. Box 1000 FI-00101 Helsinki, Finland (Alvar Aallon katu 5 C), the principal business of which is legal services)

•

Chair of the board of directors, Bär & Karrer AG, Switzerland (from 2011 to 2021)

Education

•

Master of laws (LL.M.), Cornell Law School, US

23

•

Bar examination, Switzerland

•

Licentiatus iuris, University of Zurich, Switzerland

Frans van Houten

Independent Non-Executive Director | Audit and Compliance Committee Member | Science & Technology Committee Member | Board member since 2017 | Nationality: Dutch

Frans van Houten is, in the Bidder’s opinion, passionate about purpose-driven innovation, entrepreneurship and business transformation to drive customer value and competitiveness. Under his leadership as CEO of Royal Philips, the company transformed into a leading health technology solutions company, leveraging data and informatics to improve healthcare provider results, and became, in the Bidder’s opinion, a forerunner across ESG dimensions, having become carbon neutral in its operations since 2020 and recycling over 90% of its waste. Mr. van Houten was an initiator of the World Economic Forum Compact for Responsive and Responsible Leadership as well as founder and co-chair of the Platform to Accelerate the Circular Economy.

Professional experience

•

Advisor, Royal Philips NV, Netherlands (from October 2022 to April 2023)

•

CEO and chair of the executive committee and the board of management, Royal Philips NV, Netherlands (from 2011 to October 2022)

Mandates

•

Member of the supervisory board, Affidea Group, Netherlands (current mandate, located at Zuid Hollandlaan 72596 AL The Hague, Netherlands, the principal business of which is medical services)

•

Board member, Absci Corporation, US (current mandate, located at 18105 SE Mill Plain Boulevard, Vancouver, WA 98683, the principal business of which is generative AI drug creation)

•

Board member, Synthesis Health Inc. US (current mandate, located at 23501 Cinco Ranch Boulevard, STE H120 PMB 662, Katy, TX 77494, the principal business of which is health imaging)

•

Chair, Castor EDC, Netherlands (current mandate, located at Fred. Roeskestraat 115, 1076 EE Amsterdam, Netherlands, the principal business of which is a clinical trials platform)

•

Member of the steering committee, European Round Table for Industry (ERT), Belgium (from 2014 to November 2022, located at Boulevard Brand, Whitlocklaan 165, 1200 Brussels, Belgium, the principal business of which is promoting competitiveness and prosperity in Europe)

•

Vice chair and member of the supervisory board, Philips Lighting, Netherlands (from 2016 to 2017, located at High Tech Campus 7, 5656 AE Eindhoven, Netherlands, the principal business of which is lighting)

Education

•

Master’s degree in economics and business management, Erasmus University Rotterdam, Netherlands

•

Bachelor’s degree in economics, Erasmus University Rotterdam, Netherlands

Ana de Pro Gonzalo

Independent Non-Executive Director | Audit and Compliance Committee Member | Risk Committee Member | Board member since 4 March 2022 | Nationality: Spanish

Since starting her career at Arthur Andersen, Ana de Pro Gonzalo has worked across a variety of industries, ranging from construction and real estate to engineering and telecommunications. With deep expertise in finance, capital markets and technology, she has held executive positions at several multinational companies. Most recently, she spent 10 years as chief financial officer of Amadeus IT Group, a leading software provider for the global travel and tourism industry.

24

Professional experience

•

Chief Financial Officer, Amadeus IT Group SA, Spain (from 2010 to 2020, located at Salvador de Madariaga 1, 28027 Madrid, Spain, the principal business of which is global travel and tourism technology)

Mandates

•

Member of the supervisory board and chair of the Audit Committee, STMicroelectronics NV, Netherlands (current mandate, located at WTC Schiphol Airport, Schiphol Boulevard 265, Schiphol Airport, Netherlands, 1118BH, the principal business of which is semiconductor technology)

•

Board member, Mobico Group PLC, UK (since 2019, located at National Express House, Mill Lane, Digbeth, Birmingham, UK B5 6DD, the principal business of which is sustainable mobility solutions)

•

Board member, Indra Sistemas SA, Spain (from 2020 to 2022, located at Avenida de Bruselas, 35, Alcobendas, Madrid, the principal business of which is providing proprietary solutions in the transport and defence markets)

Education

•

General management program (PDG), IESE Business School, Spain

•

Bachelor’s degree in business studies, Complutense University of Madrid, Spain

Charles L. Sawyers, M.D.

Independent Non-Executive Director | Governance, Sustainability and Nomination Committee Member | Science & Technology Committee Member | Board member since 2013 | Nationality: American

Charles L. Sawyers is, in the Bidder’s opinion, a highly accomplished expert and leader in cancer research. As a physician and prominent scientist, in the Bidder’s opinion, he has a deep understanding of the benefits of drugs for patients and society at large, and the importance of access to medicines. Dr. Sawyers co-developed the Novartis cancer drug Gleevec/ Glivec and has received numerous honors and awards, including the Lasker-DeBakey Clinical Medical Research Award.

Professional experience

•

Chair of the human oncology and pathogenesis program, Memorial Sloan Kettering Cancer Center, US (from 2006, located at 1275 York Avenue, New York, NY 10065, the principal business of which is cancer treatment and research)

•

Professor of medicine, and professor of cell and developmental biology (2011 — present), Weill Cornell Graduate School of Medical Sciences, US (from 2008, located at 1300 York Avenue Box 65, New York, NY 10065, the principal business of which is education)

•

Investigator, Howard Hughes Medical Institute, US (from 2008, located at 4000 Jones Bridge Road, Chevy Chase, MD 20815; the principal business of which is biomedical research)

Mandates

•

Member, National Academy of Medicine, US (current mandate, located at 500 Fifth Street, NW, Washington, DC, the principal business of which is scientific advancement)

•

Member, National Academy of Sciences, US (current mandate, located at 2101 Constitution Ave, NW, Washington, DC, the principal business of which is the promotion of science)

•

Investigator, Howard Hughes Medical Institute, US (current mandate, located at 4000 Jones Bridge Road, Chevy Chase, MD 20815, the principal business of which is biomedical research)

•

Member, National Cancer Advisory Board, US (from 2012 to 2020, located at 9609 Medical Center Drive, Bethesda, MD 20892, the principal business of which is to advise government on issues affecting the United States cancer program)

25

Education

•

Doctor of medicine, Johns Hopkins University School of Medicine, US

•

Bachelor’s degree, Princeton University, US

William T. Winters

Independent Non-Executive Director | Compensation Committee Member | Governance, Sustainability and Nomination Committee Member | Board member since 2013 | Nationality: British/American

William T. Winters has extensive leadership experience in the financial sector. He began his career at JPMorgan Chase & Co. in 1983 and has held management roles across several market areas and in corporate finance. Mr. Winters founded Renshaw Bay LLP, an alternative asset management firm, and now serves as CEO of Standard Chartered PLC, where he is leading a digital transformation of the global bank.

Professional experience

•

CEO, Standard Chartered PLC, UK (from 2015, located at 1 Basinghall Avenue, London, UK EC2V 5DD, the principal business of which is banking)

Mandates

•

Board member, Standard Chartered Bank PLC, UK (current mandate, located at 1 Basinghall Avenue, London, UK EC2V 5DD, the principal business of which is banking)

Education

•

Master of business administration, Wharton School of the University of Pennsylvania, US

•

Bachelor’s degree in international relations, Colgate University, US

John D. Young

Independent Non-Executive Director | Risk Committee Member | Science & Technology Committee Member | Board member since 7 March 2023 | Nationality: British/American

A scientist by training, John D. Young has over 35 years of experience in the healthcare industry and will bring a wealth of experience in leadership, strategy, business development and commercialization of innovative medicines to the Novartis Board of Directors. He joined Pfizer in 1987 as a sales representative and held positions of increasing seniority across the company, including as a member of Pfizer’s executive leadership team from 2012. As Pfizer’s group president and chief business officer from 2019 until 2022, John also played an integral role in the development and delivery of the Pfizer-BioNTech COVID-19 vaccine.

Professional experience

•

Senior advisor to the CEO, Pfizer, US (from January to June 2022, located at 66 Hudson Boulevard, East New York, NY 10001, the principal business of which is biopharmaceuticals)

•

Group president and chief business officer, Pfizer, US (from 2019 to 2022, located at 66 Hudson Boulevard, East New York, NY 10001, the principal business of which is biopharmaceuticals)

Mandates

•

Board member, Johnson Controls International, Ireland (current mandate, located at Block 9A, Beckett Way, Park West Business Park, Dublin, County Dublin 12, Ireland, the principal business of which is building technology and software services)

•

Board member, Arvinas Inc, US (current mandate, located at 5 Science Park, 395 Winchester Avenue, New Haven, CT 06511, the principal business of which is biotechnology)

•

Board member, Imbria Pharmaceuticals, US (current mandate, located at 265 Franklin Street, Suite 1702, Boston, MA 02116, the principal business of which is pharmaceuticals)

26

•

Board member, Haleon, UK (from 2022 to February 2023, located at The Heights Building 5, First Floor, The Heights Weybridge, Surrey, UK KT13 0NY, the principal business of which is consumer healthcare)

•

Board member, GSK Consumer Health Joint Venture, UK (from 2019 to 2022, located at GSK House, 980 Great West Road, Brentford, Middlesex, UK TW8 9GS, the principal business of which is consumer healthcare)

•

Board member, Biotechnology Innovation Organization (BIO), US (from 2018 to 2021, located at 1201 New York Avenue NW, Suite 1300m Washington, DC 20005, the principal business of which is biotechnology)

•

US bio-pharmaceutical representative, UK Government Life Sciences Council, UK (from 2007 to 2021, located at 1 Victoria Street, London, UK SW1H 0ET, the principal business of which is advocate for research and the use of technology in healthcare services)

Education

•

Master of business administration, University of Strathclyde, UK

•

Bachelor’s degree in biological sciences, University of Glasgow, UK

During the last five (5) years, none of Novartis AG, Novartis Pharma, the Bidder or, after due inquiry of Novartis AG, Novartis Pharma and the Bidder, any of the persons listed in Sec. 6.2 or Sec. 6.3 of the Offer Document: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and/or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, or final order enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The following chart illustrates the current shareholder structure of the Bidder as described above:

6.4

Information about Novartis

Novartis is specialized in the research, development, manufacturing, distribution, and commercialization and sale of innovative medicines, with a focus on four core therapeutic areas: cardiovascular, renal and metabolic; immunology; neuroscience; and oncology, as well as established brands. The consolidated financial statements for the current and prior years are reported as follows:

(a)

Continuing operations

Continuing operations include the research, development, manufacturing, distribution, and commercialization and sale of innovative medicines, with a focus on four core therapeutic areas: cardiovascular, renal and metabolic; immunology; neuroscience; and oncology, as well as established brands.

27

(b)

Discontinued operations

Discontinued operations include the Sandoz generic pharmaceuticals and biosimilars business (the Sandoz Division) and certain corporate activities attributable to Sandoz’s business, as well as certain expenses related to the spin-off.

During the financial year that ended 31 December 2023, Novartis achieved net sales from continuing operations of USDbn 45.44 (corresponding to approximately EURbn 41.97) and net income from continuing operations amounted to USDbn 8.57 (corresponding to approximately EURbn 7.92) according to the consolidated income statements of Novartis as of and for the financial year ended 31 December 2023 and prepared in accordance with IFRS Accounting Standards as issued by the IASB.

As of 31 December 2023, the number of Novartis’ full-time equivalent employees (FTE) amounted to 76,057.

6.5

Persons acting jointly with the Bidder

The entities set forth in Annex 1 are persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 3 WpÜG.

The entities listed in Part 1 of Annex 1 are entities controlling the Bidder (“Bidder Parent Companies”).

The entities listed in Part 2 of Annex 1 are direct and indirect subsidiaries of the Bidder and therefore persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 3 WpÜG.

The entities listed in Part 3 of Annex 1 are (indirect) subsidiaries of Novartis AG and Novartis Pharma (except for the Bidder and its direct and indirect subsidiaries), which are not controlling the Bidder, and each of these entities are deemed to be persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 3 WpÜG. None of the entities listed in Part 3 of Annex 1 actually coordinate their conduct with the Bidder, directly or indirectly, with regard to the acquisition of MorphoSys Shares or with regard to their exercise of voting rights resulting from MorphoSys Shares on the basis of an agreement or in any other manner within the meaning of Sec. 2 para. 5 sentence 1 WpÜG.

Beyond this, there are no other persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG.

6.6

MorphoSys Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights

At the time of the publication of the Offer Document, the Bidder does not directly hold any MorphoSys Shares. However, at the time of the publication of the Offer Document, Novartis BidCo Germany, a subsidiary of the Bidder and a person acting jointly with the Bidder, directly holds 34,337,809 MorphoSys Shares; corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys (see Sec. 6.7.4 of the Offer Document). Pursuant to Sec. 30 para. 1 sentence 1 no. 1, sentence 3, Sec. 2 para. 6 WpÜG, the voting rights attached to the MorphoSys Shares directly held by Novartis BidCo Germany are attributed to the Bidder and to the Bidder Parent Companies.

Further, at the time of publication of the Offer Document, MorphoSys holds 53,685 MorphoSys Shares as treasury shares to which no voting or dividend rights are attached.

Furthermore, at the time of the publication of the Offer Document, none of the Bidder, persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG or their subsidiaries hold MorphoSys Shares or voting rights based on MorphoSys Shares and no voting rights based on MorphoSys Shares are attributable to them pursuant to Sec. 30 WpÜG.

None of the Bidder, persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG or their subsidiaries hold, directly or indirectly, voting rights in relation to MorphoSys to be disclosed pursuant to Sec. 38 and/or Sec. 39 German Securities Trading Act (Wertpapierhandelsgesetz) (“WpHG”).

28

6.7

Information about securities transactions

With the exception of the acquisitions described in this Sec. 6.7, neither the Bidder nor the persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG nor any of their subsidiaries have acquired or entered into any agreement for the acquisition of MorphoSys Shares during the period beginning six (6) months prior to the publication of the decision to launch the Delisting Purchase Offer pursuant to Sec. 10 para. 1 sentence 1, para. 3 WpÜG in conjunction with Sec. 39 para. 2 sentence 3 no. 1 BörsG (i.e. on 20 June 2024) and ending with the publication of the Offer Document on 4 July 2024.

6.7.1

Previous Takeover Offer

On 5 February 2024, the Bidder announced its decision to launch a voluntary public takeover offer to the MorphoSys Securityholders (the “Previous Takeover Offer”). The offer document for the Previous Takeover Offer was published on 11 April 2024. The offer consideration was EUR 68.00 per MorphoSys Share. The acceptance period of the Previous Takeover Offer expired on 13 May 2024, 24:00 hours (Frankfurt am Main local time) and 18:00 hours (New York local time). The additional acceptance period pursuant to Sec. 16 para. 2 sentence 1 WpÜG expired on 30 May 2024, 24:00 hours (Frankfurt am Main local time) and 18:00 hours (New York local time). For more information on the Previous Takeover Offer, see Sec. 8.1.1 of the Offer Document below.

Until the expiry of the additional acceptance period, 29,336,378 MorphoSys Shares (approximately 77.78% of the share capital and approximately 77.89% of the voting share capital in MorphoSys) were tendered into the Previous Takeover Offer. The Bidder acquired the 25,610,813 MorphoSys Shares tendered during the acceptance period of the Previous Takeover Offer upon settlement on 23 May 2024 and the 3,725,565 MorphoSys Shares tendered during the additional acceptance period of the Previous Takeover Offer upon settlement on 10 June 2024, each at a price of EUR 68.00 per MorphoSys Share.

6.7.2

Prior acquisitions by the Bidder on the stock exchange

In addition to the MorphoSys Shares acquired in the Previous Takeover Offer, in the period between 12 April 2024 and 16 April 2024, the Bidder acquired a total of 4,360,100 MorphoSys Shares (that corresponds to approximately 11.56% of the share capital and approximately 11.57% of the voting share capital in MorphoSys) on the stock exchange.

These acquisitions were made as follows, with the date of the respective acquisitions referring to the date on which the corresponding purchase agreements were concluded:

Date (trading day)	Number of MorphoSys Shares acquired		Highest purchase price per MorphoSys Share in EUR
12 April 2024	​	2,023,370	​	67.95
15 April 2024	​	1,267,646	​	67.95
16 April 2024	​	1,069,084	​	67.95
Total / highest purchase price	​	4,360,100	​	67.95

To make these acquisitions, the Bidder had obtained exemptive relief under Rule 14e-5 of the U.S. Exchange Act from the SEC permitting it (or financial institutions on its behalf) to make purchases of MorphoSys Shares in open market transactions, privately negotiated transactions, or otherwise outside of the Previous Takeover Offer, from and after the date of announcement of the Previous Takeover Offer and during the Previous Takeover Offer, outside of the United States, subject to certain conditions.

6.7.3

Prior over the counter acquisitions by the Bidder

Further, the Bidder purchased on 10 June 2024 121,331 MorphoSys Shares over the counter at a price equal to the Offer Price. On 16 June 2024, the Bidder purchased further 520,000 MorphoSys Shares at a price equal to the Offer Price over the counter. In total, the Bidder acquired in the period between 10 June 2024 and 16 June 2024, 641,331 MorphoSys Shares (that corresponds to approximately 1,7% of the share capital and of the voting share capital in MorphoSys) over the counter. These acquisitions were made as follows, with the date of the respective acquisitions referring to the date on which the corresponding purchase agreements were concluded:

29

Date	Number of MorphoSys Shares acquired		Highest purchase price per MorphoSys Share in EUR
10 June 2024	​	121,331	​	68.00
16 June 2024	​	520,000	​	68.00
Total / Highest purchase price	​	641,331	​	68.00

To make these acquisitions, the Bidder had obtained exemptive relief under Rule 14e-5 of the U.S. Exchange Act from the SEC permitting it (or financial institutions on its behalf) to make purchases of MorphoSys Shares in open market transactions, privately negotiated transactions, or otherwise outside of the Previous Takeover Offer, from and after the date of announcement of the Previous Takeover Offer and during the Previous Takeover Offer, outside of the United States, subject to certain conditions.

6.7.4

Transfer of the MorphoSys Shares to Novartis BidCo Germany

On 19 June 2024, the Bidder transferred all of the 29,336,378 MorphoSys Shares that had been tendered by the end of the additional acceptance period of the Previous Takeover Offer and transferred to the Bidder upon its completion (Sec. 6.7.1 of the Offer Document above), as well as the further 5,001,431 MorphoSys Shares that the Bidder had acquired on the stock exchange and over the counter (see Sec. 6.7.2 and Sec. 6.7.3 of the Offer Document above), i.e. in total 34,337,809 MorphoSys Shares, free of charge to Novartis BidCo Germany (the “Contribution”). On 21 June 2024, BaFin had permitted voting rights from the transferred MorphoSys Shares to be disregarded in the calculation of the proportion of voting rights pursuant to Sec. 36 no. 3 WpÜG. Hence, Novartis BidCo Germany was not obligated to launch a mandatory public takeover offer addressed to the MorphoSys Securityholders following the Contribution.

As a result of the Previous Takeover Offer, the purchases of MorphoSys Shares outside of the Previous Takeover Offer and the Contribution, the Bidder indirectly holds 34,337,809 MorphoSys Shares (approximately 91.04% of the share capital and approximately 91.17 % of the voting share capital of MorphoSys at the time) through Novartis BidCo Germany as of the date of the Offer Document.

6.8

Possible future acquisitions of MorphoSys Shares

The Bidder and its Affiliates or brokers (acting as agents of the Bidder or its Affiliates) may acquire, or make arrangements to acquire, MorphoSys Shares other than in the course of the Delisting Purchase Offer, via the stock exchange at market prices or outside the stock exchange on negotiated terms during the period in which the Delisting Purchase Offer remains open for acceptance or afterwards, provided that (i) such acquisitions or arrangements to acquire (if made during the pendency of the Delisting Purchase Offer) are made outside of the United States, and (ii) such acquisitions or arrangements to acquire comply with the applicable statutory provisions, in particular the WpÜG and, to the extent applicable, the U.S. Offer Rules. This also applies to other securities convertible into, exchangeable for or exercisable for shares of MorphoSys. If the Bidder or any of its Affiliates or brokers (acting as agents of the Bidder or its Affiliates) acquire or agree on a purchase price for MorphoSys Shares at a purchase price higher than the Offer Price, the Offer Price will be adjusted to such higher purchase price if such acquisition or the arrangement to acquire is made prior to the publication of the announcement pursuant to Sec. 23 para. 1 sentence 1 no. 2 WpÜG, and an additional payment claim in respect of Tendered MorphoSys Shares arises in the amount of the difference between the Offer Price and the higher purchase price paid or agreed upon outside the Delisting Purchase Offer if such acquisition or arrangement to acquire is made or agreed, as applicable, outside the stock exchange within one year after the announcement pursuant to Sec. 23 para. 1 sentence 1 no. 2 WpÜG, unless it is made or agreed in connection with a legal obligation to grant compensation to Morphosys Shareholders or with the acquisition of the assets of MorphoSys or part thereof by way of merger (Verschmelzung), division (Spaltung) or transfer of assets (Vermögensübertragung).

To the extent such acquisitions or arrangement to acquire should occur, information about them, including the number and price of the acquired MorphoSys Shares, will be published according to the applicable statutory provisions, especially Sec. 23 para. 2 WpÜG in conjunction with Sec. 14 para. 3 sentence 1 WpÜG, in the German Federal Gazette (Bundesanzeiger) and on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

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In addition, the financial advisors of the Bidder may also act in the ordinary course of trading in securities of MorphoSys, which may include purchases or agreements to purchase such securities.

6.9

Other relevant transactions

During the past two (2) years, Novartis AG and MorphoSys have engaged in ordinary course collaboration and global licensing arrangements of certain MorphoSys’ assets. The aggregate value of such transactions during the past two (2) years was approximately USDm 24.5. On 5 February 2024, Novartis AG, the Bidder and MorphoSys entered into a Business Combination Agreement (the “Business Combination Agreement”) regarding the Previous Takeover Offer by the Bidder to acquire all MorphoSys Shares (including all MorphoSys Shares represented by MorphoSys ADSs) for a cash consideration of EUR 68.00 per MorphoSys Share (representing a total transaction value of approximately EURbn 2.7). In connection with the series of transactions required to achieve the acquisition of 100% of the MorphoSys Shares, MorphoSys, Novartis AG, and the Bidder have also entered into the DPSA, CA and QAA (each defined in Sec. 8.1.4 of the Offer Document), and Delisting Agreement (described in Sec. 8.2 of the Offer Document).

Except as set forth in the Offer Document under Sec. 6.7 above, none of the persons listed in Sec. 6.2 or Sec. 6.3 of the Offer Document has effected any transaction in respect of any MorphoSys Shares during the sixty (60)-day period preceding the date of the Offer Document.

Except as set forth in the Offer Document, there have been no transactions or business relationships that would require reporting under the rules and regulations of the SEC applicable to the Delisting Purchase Offer between Novartis AG, the Bidder, or any of their Affiliates or — after due inquiry and to the best knowledge and belief of Novartis AG and the Bidder — any of the persons listed in Sec. 6.2 or Sec. 6.3 of the Offer Document, on the one hand, and MorphoSys or any of its executive officers, members of the management board or supervisory board and/or affiliates (verbundene Unternehmen) within the meaning of German stock corporation law (each a “MorphoSys Affiliate”), on the other hand.

Except as set forth in the Offer Document in Sec. 8.1 through Sec. 8.3 and Sec. 9.6.2 of the Offer Document, there have been no contacts, negotiations, or transactions between Novartis AG or any of its subsidiaries or, after due inquiry and to the best knowledge and belief of Novartis AG and Bidder, any of the persons listed in Sec. 6.2 or Sec. 6.3 of the Offer Document, on the one hand, and MorphoSys or any MorphoSys Affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer, or other acquisition of any class of MorphoSys’ securities, an election of members of the management board or supervisory board, or a sale or other transfer of a material amount of assets of MorphoSys during the past two (2) years.

7.

DESCRIPTION OF MORPHOSYS

7.1

Legal basis

MorphoSys is a stock corporation (Aktiengesellschaft) established under the laws of Germany, with registered office in Planegg, Germany, registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 121023. MorphoSys has its statutory seat at Semmelweisstr. 7, 82152 Planegg, Germany.

The statutory purpose of MorphoSys is the identification, research, optimization, development, application, commercialization and marketing and distribution of technologies, processes and products in the field of pharmaceuticals, active pharmaceutical ingredients and corresponding intermediates and the provision of related services. The financial year of MorphoSys is the calendar year.

7.2

Capital structure

7.2.1

Registered share capital, significant shareholders, historic stock exchange prices, Authorized and Conditional Capital

Number of MorphoSys Shares and listings

The share capital registered at the time of the publication of the Offer Document in the commercial register for MorphoSys amounts to EUR 37,655,137.00 and is divided into 37,655,137 no-par value bearer shares, each representing a notional interest in the share capital of EUR 1.00.

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According to the publication of the total number of voting rights in MorphoSys pursuant to Sec. 41 WpHG on 2 April 2024, the total number of voting rights based on MorphoSys Shares amounted to 37,716,423 on 31 March 2024. The corresponding increase of the share capital from EUR 37,655,137.00 by EUR 61,286.00 to EUR 37,716,423.00 is due to the issue of subscription shares from the Conditional Capital 2016-III (as defined below). Pursuant to Sec. 201 of the German Stock Corporation Act (Aktiengesetz — “AktG”), the management board of MorphoSys (the “Management Board”) will file an application for the registration of the issuance of the subscription shares with the commercial register by no later than at the end of January 2025.

Since 31 March 2024 no new MorphoSys Shares have been issued. Therefore, at the time of publication of the Offer Document, MorphoSys’ share capital amounts to EUR 37,716,423.00 and is divided into 37,716,423 no-par value bearer shares, each representing a notional interest in the share capital of EUR 1.00.

Each MorphoSys Share entitles to one vote and has full voting and dividend rights. There are no other classes of shares.

The MorphoSys Shares are admitted to trading on the regulated market (regulierter Markt) with additional post-admission obligations (Prime Standard) of the FSE under ISIN DE0006632003 and are tradable via the Exchange Electronic Trading system (“XETRA”) of Deutsche Börse AG, Frankfurt am Main, Germany (“Deutsche Börse”). In addition, the MorphoSys Shares are traded on the regulated unofficial market (so called sub-segment Berlin Second Regulated Market) of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Dusseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Tradegate Exchange.

Since 19 April 2018, the MorphoSys Shares have been registered, and the MorphoSys ADSs have been admitted to trading on the Nasdaq.

Significant shareholders

To the knowledge of the Bidder, 3% or more of the voting rights from issued MorphoSys Shares are to be economically attributed to no person other than the shareholders listed below except for the Bidder itself (see above Sec. 6.3 of the Offer Document). The percentage values shown in the table below are based on the amount of voting rights and instruments last notified to MorphoSys by the respective shareholder as per the indicated reference date pursuant to Sec. 33 et. seqq. WpHG in relation to the share capital of MorphoSys issued as of the time of publication of the Offer Document. It should be noted that the number of voting rights and instruments last notified could have changed since such notification was submitted without requiring the relevant shareholder to submit a new voting rights notification if no notifiable threshold have been reached or crossed. The information presented derives from publicly available information (status: 3 July 2024, 16:00 hours Frankfurt am Main local time).

​	Direct or indirect holdings in MorphoSys
Shareholders	Share(1)
Novartis BidCo Germany AG	​	91.04%
Blackrock, Inc.	​	4.81%
Matthew Halbower	​	4.52%
Barclays Capital Securities Limited	​	4.49%
Bank of America Corporation	​	4.24%
UBS Group AG	​	4.12%
The Goldman Sachs Group, Inc.	​	3.91%
Morgan Stanley	​	3.47%

(1)

Including voting rights attributable to instruments within the meaning of Sec. 38 WpHG.

As of the date of publication of the Offer Document, MorphoSys currently holds 53,685 MorphoSys Shares in treasury (eigene Aktien).

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Historic stock exchange prices

The table below sets forth, for the calendar periods indicated, the high and low German closing prices (all stock exchanges, including the XETRA electronic trading system of the FSE) for the MorphoSys Shares, and the high and low closing prices per MorphoSys ADS as reported on the Nasdaq.

​	Price of a MorphoSys Share in EUR				Price of a MorphoSys ADS in USD
​	High		Low		High		Low
2022	​		​		​		​
1st Quarter	​	34.26	​	21.55	​	9.73	​	5.87
2nd Quarter	​	26.91	​	17.27	​	7.39	​	4.52
3rd Quarter	​	24.03	​	16.54	​	6.14	​	4.14
4th Quarter	​	23.35	​	12.05	​	5.74	​	3.21
2023	​	​	​	​	​	​	​	​
1st Quarter	​	19.33	​	13.21	​	5.22	​	3.56
2nd Quarter	​	28.00	​	14.46	​	7.74	​	3.95
3rd Quarter	​	31.13	​	25.83	​	8.60	​	6.72
4th Quarter	​	35.40	​	16.09	​	9.90	​	4.55
2024	​	​	​	​	​	​	​	​
1st Quarter	​	67.22	​	30.75	​	18.18	​	8.60
2nd Quarter	​	69.35	​	65.65	​	19.34	​	17.36

(Source: Bloomberg as of 30 June 2024)

Authorized Capital

The Management Board, with the approval of the supervisory board of MorphoSys (the “Supervisory Board”), is authorized to increase the share capital of MorphoSys in one or several tranches up until 16 May 2028 by up to EUR 6,846,388.00 against cash and/or non-cash contributions by issuing up to 6,846,388 new MorphoSys Shares (the “Authorized Capital 2023-I”). The shareholders of MorphoSys are generally entitled to subscription rights; however, the subscription rights may, with the Supervisory Board’s consent, be excluded in certain specified cases, which are in line with market practice.

The Management Board is further authorized to increase MorphoSys’ share capital with the approval of the Supervisory Board, in each case in one or several tranches:

(a)

by up to EUR 41,552.00 until 18 May 2026 (the “Authorized Capital 2021-III”), and

(b)

by up to EUR 1,978,907.00 until 17 May 2027 (the “Authorized Capital 2022-I”),

in each case by issuing a corresponding number of new MorphoSys Shares against cash or non-cash contribution. In each case, subscription rights are excluded. The authorized capital may in each case be used to grant MorphoSys Shares to directors, officers and employees of MorphoSys US Inc. under a restricted stock unit program.

Conditional Capital

According to the articles of association of MorphoSys, its share capital is conditionally increased (i) by up to EUR 2,475,437.00 (the “Conditional Capital 2016-I”) and (ii) by up to EUR 3,289,004.00 (the “Conditional Capital 2021-I”), in each case solely to be used for granting new MorphoSys Shares to holders of conversion or option rights. The conditional capital increase may only be carried out to the extent that the holders of conversion or option rights exercise their conversion or option rights or fulfill conversion obligations arising from such bonds.

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Furthermore, according to the articles of association of MorphoSys, its share capital is conditionally increased (i) by up to EUR 416,297.00 (the “Conditional Capital 2016-III”) and (ii) by up to EUR 507,668.00 (the “Conditional Capital 2020-I”), in each case for the sole purpose of fulfilling certain subscription rights. The conditional capital increase may only be carried out to the extent that holders of specified subscription rights exercise their right to subscribe for MorphoSys Shares. As a result of the aforementioned issuance of subscription shares from the Conditional Capital 2016-III, the remaining Conditional Capital 2016-III amounts to EUR 355,011.00.

7.2.2

Convertible Bonds

On 16 October 2020, MorphoSys issued unsubordinated, unsecured convertible bonds maturing on 16 October 2025 (ISIN DE000A3H2XW6) with an interest rate of 0.625% per annum (the “Convertible Bonds”). As of the date of the publication of the Offer Document, an aggregate principal amount of EUR 262,100,000.00 of the Convertible Bonds is outstanding.

The terms and conditions of the Convertible Bonds (the “Terms and Conditions”) provided for a right of the bondholders to convert their Convertible Bonds into MorphoSys Shares subject to the successful completion of the Previous Takeover Offer, thereby allowing, but not requiring, the bondholders to tender the underlying MorphoSys Shares during the additional acceptance period pursuant to Sec. 16 para. 2 WpÜG of the Previous Takeover Offer (the “Conditional Conversion Right”). The bondholders had to submit the conditional conversion notice, i.e., the notice to exercise their Conditional Conversion Right, by the last day of the acceptance period pursuant to Sec. 16 para. 1 WpÜG of the Previous Takeover Offer. In accordance with the Terms and Conditions, the Previous Takeover Offer was successfully completed on 16 May 2024, i.e., the day on which the Bidder (i) published an announcement pursuant to Sec. 23 para. 1 sentence 1 no. 2 WpÜG according to which the Previous Takeover Offer has been accepted for a number of ordinary shares which corresponds at least to such number of ordinary shares as are necessary to provide control, and (ii) published an announcement according to which all offer conditions (including any minimum acceptance thresholds) have been satisfied (except for such offer conditions that have been validly waived and such offer conditions the satisfaction of which may remain pending upon the expiration of the acceptance period).

In addition to this Conditional Conversion Right, which can no longer be exercised at the time of publication of the Offer Document, the holders of the Convertible Bonds continue to be entitled to exercise the original conversion right (the “Conversion Right”) in accordance with the Terms and Conditions. According to these, the holders of the Convertible Bonds may, in principle, convert each Convertible Bond in full, but not in part, into new MorphoSys shares at the conversion price on any business day during the conversion period as defined in more detail in the Terms and Conditions, i.e. also in the period between the publication of this Offer Document and the expiry of the Acceptance Period, in line with the procedure described in the Terms and Conditions. The adjusted conversion price under the Convertible Bonds currently amounts to EUR 118.7045 and, thus, contains a premium of approximately 74.656% compared to the Offer Price.

Under the Terms and Conditions, further adjustments to the conversion price would only be made in the case of (i) (another) change of control or (ii) a corporate event (e.g. a stock split, a rights issue, a distribution etc.). Neither Novartis nor MorphoSys will announce, cause or implement either of those events or measures before the end of the Acceptance Period.

In case all holders of the Convertible Bonds were to convert their Convertible Bonds into MorphoSys Shares, a maximum number of 2,208,004 new MorphoSys Shares would be issued. However, because the conversion price is, even after the conversion price adjustment, with a premium of approximately 74.656% substantially higher than the Offer Price per MorphoSys Share under this Delisting Purchase Offer, it is expected that holders of Convertible Bonds will refrain from executing their Conversion Right.

In accordance with the Terms and Conditions, the acquisition of control by the Bidder, i.e., the acquisition of at least 30% of the voting rights in MorphoSys within the meaning of Sec. 29 para. 2, 30 WpÜG, has also triggered the right of the bondholders to request an early redemption of their Convertible Bonds at par plus accrued but unpaid interest (the “Early Redemption Right I”). In accordance with the Terms and Conditions, MorphoSys must without undue delay after becoming aware of an acquisition of control, give notice to the bondholders of the acquisition of control and must fix the so-called control record

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date, i.e., a business day that is not less than forty (40) and not more than sixty (60) days after the date on which the notice of the acquisition of control is published. In its notice concerning the acquisition of control by the Bidder on 23 May 2024, MorphoSys determined 22 July 2024 as the control record date with respect to the acquisition of control by the Bidder.

In addition, in accordance with the Terms and Conditions, the acquisition of control by Novartis BidCo Germany has triggered the right of the bondholders to request an early redemption of their Convertible Bonds at par plus accrued but unpaid interest (the “Early Redemption Right II”). The acquisition of control by Novartis BidCo Germany occurred on 19 June 2024 due to the contribution of 34,337,809 MorphoSys Shares to Novartis BidCo Germany by the Bidder. In its notice of the acquisition of control by Novartis BidCo Germany on 20 June 2024, MorphoSys determined 8. August 2024 as the control record date with respect to the acquisition of control by Novartis BidCo Germany.

For the purpose of exercising the Early Redemption Right I and the Early Redemption Right II, each bondholder may at its option, upon giving notice to the principal paying agent at least ten (10) days prior to the respective control record date, declare all or only some of its Convertible Bonds not previously converted or redeemed to be due, such declaration to take effect on the respective control record date.

7.2.3

Stock Option Programs / Equity Plans

MorphoSys is party to the following long term incentive schemes:

(a)

Several stock option programs for the members of the Management Board, members of management bodies of MorphoSys Affiliates and selected senior managers and employees of MorphoSys and MorphoSys Affiliates, under which subscription rights for MorphoSys Shares are granted to the beneficiaries. These stock option programs entitle the relevant beneficiaries, subject to the achievement of certain performance targets and the expiry of a four (4) year waiting period, to acquire newly issued MorphoSys Shares at a certain exercise price whereby one (1) option to purchase MorphoSys Shares (each, a “Stock Option”) entitles the relevant beneficiary to the subscription of one (1) MorphoSys Share (collectively, the “Stock Option Programs”).

(b)

Several performance share unit programs for the members of the Management Board as well as selected senior managers and employees of MorphoSys and MorphoSys Affiliates, under which Performance Share Units are granted to the beneficiaries, which, subject to the achievement of certain performance targets and the expiry of a four (4)-year waiting period, entitle such beneficiaries to a payment claim against MorphoSys corresponding to MorphoSys Share price at the end of the waiting period which is generally settled in cash (collectively, the “Performance Share Unit Programs”). MorphoSys will also be party to a Performance Share Unit Program for 2024 (the “2024 Performance Share Unit Program”).

(c)

Several restricted stock unit programs for senior managers and employees (including directors and officers) of MorphoSys Affiliates in the United States, under which Restricted Stock Units are granted to the beneficiaries, which, subject to the achievement of certain performance targets and the expiry of a three (3)-year waiting period, entitle such beneficiaries to a cash payment claim against MorphoSys which is generally settled in MorphoSys Shares, whereby one (1) Restricted Stock Unit entitles such beneficiaries to the issuance of one (1) MorphoSys Share (collectively, the “Restricted Stock Unit Programs”). MorphoSys will also be party to a Restricted Stock Unit Program for 2024 (the “2024 Restricted Stock Unit Program”).

The Stock Option Programs, the Performance Share Unit Programs (including the 2024 Share Unit Program and the Restricted Stock Unit Programs (including the 2024 Restricted Stock Unit Program) are collectively referred to as the “Incentive Plans”; and the 2024 Performance Share Unit Program and the 2024 Restricted Stock Unit Program are collectively referred to as the “2024 Incentive Plans”.

The aggregate economic value of Performance Share Units and Restricted Share Units issued under the 2024 Incentive Plans were required to not exceed the economic value of the awards granted under the Performance Share Unit Program for 2023 and the Restricted Share Unit Program for 2023, in the aggregate, adjusted to reflect a 3.5% salary budget increase.

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As of the date of publication of the Offer Document (i) 244,876 Stock Options were granted and outstanding under the Incentive Plans, (ii) 940,734 restricted stock units (each a “Restricted Stock Unit”) were granted and outstanding under the Incentive Plans, and (iii) 2,166,902 performance share units (each, a “Performance Share Unit”) were granted and outstanding under the Incentive Plans. There is no entitlement for the issuance of MorphoSys Shares under the Restricted Stock Unit and MorphoSys will not issue MorphoSys Shares under these programs until the expiry of the Acceptance Period.

7.3

Overview of the business activities of the MorphoSys Group

Pursuant to MorphoSys own statements, MorphoSys Group’s mission is to develop and commercialize innovative therapies for patients. MorphoSys is a global biopharmaceutical company. Its activities are focused on hematology and oncology diseases. The MorphoSys Group aims to realize intermediate and long-term growth through its focus on proprietary development and commercialization of innovative cancer medicines. The MorphoSys Group’s priority is on its lead development candidate pelabresib; and bringing pelabresib to the market as well as continuing to develop tulmimetostat. MorphoSys is now primarily advancing the clinical development of its own compounds, with further antibody candidates being clinically developed by partners. During the clinical phases, decisions are made on a case-by-case basis as to whether and at what point a partnership for further development and commercialization should be pursued. Drug candidates can be either fully out-licensed, developed on a proprietary basis, or developed with a partner (co-development).

Geographically, MorphoSys Group’s employees are based at its locations in Germany and the United States. In total, MorphoSys Group maintains two (2) development locations in Planegg, Germany and Boston, United States that specialize in the development and commercialization of certain medicines.

MorphoSys Group’s revenues decreased from EURm 278.3 in fiscal year 2022 by EURm 40, or 14%, to EURm 238.3 in fiscal year 2023. This decrease was mainly due to revenues which MorphoSys Group generated in 2022 from out-licensing agreements with Human Immunology Biosciences and Novartis AG. In the financial year 2023, MorphoSys Group generated 89% or EURm 211.5 of its commercial revenues from product sales and with biopharmaceutical companies in the United States and 11% or EURm 26.8 from customers primarily located in Europe (excluding Germany) and Asia. MorphoSys Group’s cost of sales increased from EURm 48.6 in fiscal year 2022 by EURm 9.8, or 20.2%, to EURm 58.4 in fiscal year 2023. The increase was mainly due to impairments in the amount of EURm 11.9 (2022: EURm 0.0), relating to the recognition of the inventory obsolescence reserve and scrapping of inventories. MorphoSys Group’s operating loss increased from EURm 220.7 in fiscal year 2022 by EURm 31.8, or 15.6%, to EURm 252.5 in fiscal year 2023. MorphoSys Group’s consolidated net loss increased from EURm 151.1 in fiscal year 2022 by EURm 38.6, or 25.5%, to EURm 189.7 in fiscal year 2023. The higher consolidated net loss in 2023 was mainly the result of decreased finance income resulting from changes in plan assumptions of financial assets and financial liabilities from collaborations. MorphoSys Group’s cash and cash equivalents and other financial assets decreased from EURm 907.2 as of 31 December 2022 by EURm 226.7, or 25.0%, to EURm 680.5 as of 31 December 2023.

As of 31 December 2023, MorphoSys Group had 524 employees.

7.4

Governing bodies

The Management Board members of MorphoSys are:

•

Arkadius Pichota, Chief Executive Officer (Vorstandsvorsitzender); and

•

Lukas Gilgen, Chief Financial Officer (Finanzvorstand).

Pursuant to the articles of association, the Supervisory Board consists of six (6) members and is currently composed of the following four persons:

•

Heinrich Moisa, chairperson of the Supervisory Board (Aufsichtsratsvorsitzender);

•

Romain Lege, deputy chairperson of the Supervisory Board (stellvertretender Aufsichtsratsvorsitzender);

•

Silke Mainka, Supervisory Board member (Aufsichtsratsmitglied); and

36

•

Sharon Curran, Supervisory Board member (Aufsichtsratsmitglied).

7.5

Persons acting jointly with MorphoSys

According to the information available to the Bidder at the time of publication of the Offer Document, MorphoSys has the three (3) direct and indirect subsidiaries as outlined in Annex 2 which are deemed to be persons acting jointly with MorphoSys pursuant to Sec. 2 para. 5 sentence 2 in conjunction with sentence 3 WpÜG:

Pursuant to Sec. 2 para. 5 sentence 2 sentence 3 WpÜG, the Bidder and the persons acting jointly with the Bidder (with the exception of MorphoSys) are also deemed to be persons acting jointly with MorphoSys (see Sec. 6.5 of the Offer Document in conjunction with Annex 1).

According to information available to the Bidder as of the date of publication of the Offer Document, there are no other persons that are deemed to be persons acting jointly with MorphoSys pursuant to Sec. 2 para. 5 sentence 2 WpÜG except for the companies outlined above.

7.6

Information on the statements of the Management Board and the Supervisory Board of MorphoSys

According to Sec. 27 para. 1 WpÜG, the Management Board and the Supervisory Board are each required to issue a joint reasoned statement (begründete Stellungnahme) pursuant to Sec. 27 WpÜG on the Delisting Purchase Offer and all amendments thereof (the “Joint Reasoned Statement”). The Management Board and the Supervisory Board must publish the Joint Reasoned Statement in each case without undue delay, and in any event within two (2) weeks from the publication of the Offer Document and any amendments by the Bidder pursuant to Sec. 27 para. 3 WpÜG and Sec. 14 para. 3 sentence 1 WpÜG. In addition, MorphoSys is preparing and filing a Schedule 14D-9 (as defined in Sec. 1.6 of the Offer Document) with the SEC on the same date which the Joint Reasoned Statement is published, as described in Sec. 1.6 of the Offer Document. Once filed, these documents will be available at no charge on the SEC’s website at www.sec.gov/edgar/browse/?CIK=13402436. A copy of Schedule 14D-9 (once it becomes available) also may be obtained free of charge at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer, at MorphoSys’ website at www.morphosys.com/en/investors/Novartis-TakeoverOffer, or by contacting MorphoSys’ investor relations department at telephone +49 89 89927 404.

The Bidder expects that the Joint Reasoned Statement will reflect that the Management Board and the Supervisory Board, after having duly reviewed and analyzed the Delisting Purchase Offer (including the Offer Document), acting in good faith and in accordance with their duties, (i) regard the Offer Price as fair from a financial perspective, adequate (angemessen) pursuant to Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 WpÜG, and attractive, (ii) determined that the Delisting Purchase Offer and the other transactions contemplated by the Delisting Agreement are in the best interest of MorphoSys, (iii) welcome and support the Delisting Purchase Offer, and (iv) recommend to the MorphoSys Securityholders to tender their MorphoSys Securities in the Delisting Purchase Offer.

8.

BACKGROUND OF THE OFFER

8.1

General Background of the Delisting Purchase Offer

8.1.1

Previous Takeover Offer

The Bidder is already a controlling shareholder of MorphoSys. As a result of the settlement of the Previous Takeover Offer (see above under Sec. 6.7.1 of the Offer Document), the Bidder has acquired an interest in MorphoSys of approximately 77.78% of the share capital and 77.89% of the voting share capital of MorphoSys. Taking into account parallel purchases on the stock exchange in the period from 12 April 2024 to 16 April 2024 (see Sec. 6.7.2 of the Offer Document), the Bidder held approximately 89.34% of the share capital and approximately 89.47% of the voting share capital of MorphoSys after completion of the Previous Takeover Offer, i.e., on 10 June 2024. The Previous Takeover Offer occurred in implementation of the Business Combination Agreement (see Sec. 8.1.2 of the Offer Document) and was directed at the

6

Last accessed on 3 July 2024.

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acquisition of a strategic interest by Novartis in MorphoSys. The Business Combination Agreement provides, inter alia, that, immediately following the settlement of the Previous Takeover Offer, the Bidder will take all necessary steps for the Delisting (see Sec. 8.1.2(c) of the Offer Document).

The Previous Takeover Offer was settled on 23 May 2024 regarding the MorphoSys Shares tendered during the acceptance period and on 10 June 2024 regarding the MorphoSys Shares tendered during the additional acceptance period.

On 20 June 2024, the Business Combination Agreement was specified with regard to the Delisting by the Delisting Agreement (see below Sec. 8.2 of the Offer Document).

8.1.2

Business Combination Agreement

The following sets forth a description of certain provisions of the Business Combination Agreement, which was entered into in connection with the Previous Takeover Offer and is filed as Exhibit (d)(1) to the Schedule TO filed with the SEC in connection with the Delisting Purchase Offer. This summary of the Business Combination Agreement has been included to provide investors with information regarding provisions of the Business Combination Agreement that are relevant to the Delisting Purchase Offer. For a more comprehensive description of the terms of the Business Combination Agreement, including provisions that applied during the Previous Takeover Offer but no longer apply following consummation of the Previous Takeover Offer (the “Previous Offer Closing”), please refer to the Offer Document filed in connection with the Previous Takeover Offer, which was approved by BaFin on 11 April 2024 (in German) (the “Previous Offer Document”). German and English language versions of the Previous Offer Document are available at www.novartis.com/investors/morphosys-acquisition. The English language version of the Previous Offer Document, which has not been reviewed by BaFin, was also filed with the SEC as Exhibit (a)(1)(A) to the Schedule TO filed on 11 April 2024. The below summary of the terms of the Business Combination Agreement relevant to the Delisting Purchase Offer is not intended to provide any other factual disclosures about Novartis AG, the Bidder, MorphoSys, or MorphoSys Affiliates.

(a)

Post-Offer corporate governance

In the Business Combination Agreement, the Bidder, Novartis AG and MorphoSys set forth the intention to implement post-offer corporate governance. According to the Business Combination Agreement, MorphoSys was required, to the extent permitted by law, to use reasonable efforts to ensure that the relevant number of members of the Supervisory Board resigned from office and that representatives of Novartis AG were appointed by court to the Supervisory Board. The current members of the Supervisory Board are listed in Sec. 7.4 of the Offer Document.

(b)

Future cooperation

In the Business Combination Agreement, the Bidder, Novartis AG and MorphoSys also set forth certain intentions for a combination of Novartis’ and MorphoSys Group’s operations which are summarized in more detail in connection with the relevant intentions in Sec. 9 of the Offer Document.

(c)

Delisting

The Business Combination Agreement provides that, immediately following the consummation of the Previous Takeover Offer, the Bidder will take all necessary steps to achieve, as soon as is reasonably possible, the Delisting, and MorphoSys will take all necessary steps under applicable laws (including the rules and policies of Nasdaq) to enable a delisting of the MorphoSys Shares and the MorphoSys ADSs from Nasdaq as well as the deregistration of the MorphoSys Shares under the U.S. Exchange Act, it being understood by Novartis AG and the Bidder that this obligation may require the Bidder to pursue a delisting procedure in accordance with Sec. 39 BörsG. As described in Sec. 9.1 of the Offer Document, to facilitate the Delisting Application by MorphoSys and the Delisting, the Bidder has prepared and published the Delisting Purchase Offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG.

(d)

Legal Integration Measures

The Business Combination Agreement provides that, upon a reasonable request by the Bidder, MorphoSys will, subject to its fiduciary duties and insofar as legally permissible, use best efforts and take,

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subject to cost reimbursement by Novartis AG, all reasonable preparatory actions that are required to be taken to prepare (i) a squeeze-out pursuant to the AktG or the WpÜG, (ii) the conclusion of an enterprise agreement within the meaning of Secs. 291 et seq. AktG, (iii) a legal transformation under the German Transformation Act (Umwandlungsgesetz) (“UmwG”) and/or Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) and/or (iv) any other restructuring or reorganization of the MorphoSys Group (each, a “Legal Integration Measure”), in each case, proposed by the Bidder. This includes, subject to its fiduciary duties and insofar as legally permissible, engaging appraisers, filing for the appointment of auditors, entering into negotiations on the legal documentation of such Legal Integration Measure.

(e)

Employee Remuneration and Incentives

The Business Combination Agreement provides that, after the settlement of the Previous Takeover Offer, the parties will review MorphoSys’ existing remuneration system for the Management Board as well as the long-term incentive program for the Management Board and MorphoSys Group employees, and MorphoSys will consider the impact of the takeover based on the Previous Takeover Offer and/or the Delisting on the participation of the Management Board and the MorphoSys Group’s employees in the existing Incentive Plans in consultation with Novartis AG and the Bidder.

(f)

Modification of Remuneration System and Incentive Plans

The Business Combination Agreement provides that, promptly after the settlement of the Previous Takeover Offer and the Delisting, Novartis AG and the Bidder will procure and take, subject to applicable law, all actions and do all actions that are required or desirable for the cancellation of (i) the existing remuneration system for the Management Board, (ii) any caps provided for in the terms and conditions of the Incentive Plans for Management Board members which apply to the payouts under such Incentive Plans; and (iii) any caps provided for in the Incentive Plans for other MorphoSys Group employees (such modifications, the “Remuneration Modifications”). The Business Combination Agreement also provides, that MorphoSys shall use its best efforts, subject to applicable law, to defer the settlement of any Incentive Plans (subject to the different treatment for the 2024 Incentive Plans, as described in Sec. 7.2.3 of the Offer Document) to a point in time shortly after both (i) the Delisting has occurred and (ii) the Remuneration Modifications have been implemented, but in any event as may be necessary to ensure compliance with Sec. 409A of the Code (the “Settlement Deferral”).

In light of the appointment of Jean-Paul Kress and Lucinda Crabtree as members of the Management Board having ended on 6 June 2024, the Business Combination Agreement has been partially terminated by Novartis AG and the Bidder on 20 June 2024 with regard to the provisions relating to the compensation of the former Management Board members as such and being beneficiary for them.

(g)

Settlement of Incentive Plans

The Business Combination Agreement provides that, following the earlier of (i) the date on which the Remuneration Modifications and the Settlement Deferral have occurred, and, to the extent legally permissible, (ii) eleven (11) months following the Previous Offer Closing, Novartis AG and the Bidder will procure and take all actions required or desirable to ensure that, subject to applicable law, MorphoSys settles all of the Incentive Plans under which Stock Options, Restricted Stock Units or Performance Share Units (collectively, the “MorphoSys Incentive Awards”) that remain outstanding as of the Previous Offer Closing (other than MorphoSys Incentive Awards granted under the 2024 Incentive Plans) will be treated as follows:

(i)

Each Stock Option that is outstanding as of the Previous Offer Closing, whether or not vested, and that has a per-share exercise price less than the Offer Price will be settled in exchange for cash consideration (subject to any applicable withholding) equal to (x) the excess of the Offer Price over the applicable per share exercise price of such Stock Option multiplied by (y) the number of MorphoSys Shares subject to such Stock Option (determined at 100% of performance). Each Stock Option that has a per-share exercise price equal to or greater than the Offer Price will be cancelled for no consideration.

(ii)

Each Performance Share Unit that is outstanding as of the Previous Offer Closing, whether or not vested, will be settled for cash consideration (subject to any applicable withholding) equal to

39

(x) the Offer Price multiplied by (y) the number of MorphoSys Shares subject to such Performance Share Unit (determined at 100% of performance).

(iii)

Each Restricted Stock Unit that is outstanding as of the Previous Offer Closing, whether or not vested, will be settled for cash consideration (subject to any applicable withholding) equal to (x) the Offer Price multiplied by (y) the number of MorphoSys Shares subject to such Restricted Stock Unit (determined at 100% of performance).

The Business Combination Agreement provides that each MorphoSys Incentive Award outstanding as of the Previous Offer Closing granted under the 2024 Incentive Plans will not vest as of the Previous Offer Closing like other MorphoSys Incentive Awards but will be converted into the right to receive an unvested amount in cash equal to the respective amounts for the applicable type of MorphoSys Incentive Award described in Secs. (ii) and (iii) of the Offer Document (determined on the basis of 100% target achievement), vesting, subject to the continued employment of the holder thereof with Novartis AG and its Affiliates (including the MorphoSys Group), 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 MorphoSys Incentive Award, except (i) for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement, (ii) for such other administrative or ministerial changes as in the reasonable and good faith determination of Novartis AG are necessary to facilitate the administration of the converted awards, and (iii) that no performance-based vesting metrics or criteria will apply from and after the Previous Offer Closing.

MorphoSys will, to the extent necessary, attempt to obtain the consent to the treatment described above of any holder of a MorphoSys Incentive Award who is not entitled, pursuant to the terms of such MorphoSys Incentive Award, to have payment accelerated in the manner set forth above (the “Equity Consents”). If any holder does not so consent, MorphoSys will settle such awards in cash at their originally scheduled settlement times, with the cash amount equal to the cash amounts described above or based on the cash compensation offered in the Delisting Purchase Offer, if required by the applicable Incentive Plan.

MorphoSys will, following the Previous Offer Closing and following both the acceleration of MorphoSys Incentive Awards and the signing of the Equity Consents described above, ensure that no holder of MorphoSys Incentive Awards (subject to limited exceptions in the case that the holder of such MorphoSys Incentive Awards does not sign a consent to accelerate their MorphoSys Incentive Awards as described above) will have any right to acquire any securities of MorphoSys, Novartis AG or the Bidder, or to receive any payment or benefit with respect to any MorphoSys Incentive Award other than as described above.

Any payments with respect to MorphoSys Incentive Awards will be made in accordance with Sec. 409A of the Code (as defined in Sec. 20.1 of the Offer Document).

To the extent that any payment made as described above or otherwise relating to the Takeover would trigger any excise tax to any service provider under Sec. 4999 of the Code for any “disqualified individual” who is a United States taxpayer, MorphoSys will, to the extent legally permissible, use its best efforts to enter into agreements to “gross up” the relevant individuals for the applicable taxes owed, up to a maximum amount of USDm 13.

Novartis AG, the Bidder and MorphoSys have entered into an arrangement (the “Support Arrangement”) to address a situation in which the actions described above relating to the modification of the remuneration system, the provision of the severance payments or the settlement of the Incentive Plans have not occurred as provided in the Business Combination Agreement. Pursuant to the Support Arrangement, in the event that any payment otherwise required to be made to the Management Board members and employees of the MorphoSys Group as described above and in accordance with their respective agreements is not made either as a result of limitation in the existing remuneration system or as a result of limitations in the Incentive Plans, or in the event that MorphoSys does not enter into the gross-up agreements contemplated, Novartis AG is generally obligated to pay the applicable amounts otherwise owed but so limited, less withholding, to each relevant individual.

(h)

Term and Termination

The Business Combination Agreement has a fixed term of three (3) years, except as explicitly provided otherwise in the Business Combination Agreement.

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The Business Combination Agreement may be terminated with immediate effect, (a) by MorphoSys, for failure by the Bidder and Novartis AG to perform, in all material respects, the covenants or other obligations to be performed by them under the Business Combination 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 and Novartis AG by MorphoSys; and (b) by the Bidder (acting in its own name and on behalf of Novartis AG) for failure by MorphoSys to perform, in all material respects, the covenants or other obligations to be performed by it under the Business Combination Agreement, and if 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.

The right to terminate the Business Combination Agreement for cause (aus wichtigem Grund) remains unaffected. Cause will exist where the terminating party, taking into account all circumstances of the specific case and weighing the interests of the parties, cannot reasonably be expected (unzumutbar) to continue the contractual relationship through the remainder of the agreed fixed term (Sec. 314 para. 1 sentence 1 German Civil Code (Bürgerliches Gesetzbuch) (“BGB”)).

(i)

Specific Performance

The Business Combination Agreement provides that, in the event of a breach or non-fulfillment by a party of any undertaking, covenant or other obligation of such party contained in the Business Combination Agreement, the relevant other party is entitled to seek from the party in breach specific performance (Erfüllung) of the breached or non-fulfilled undertaking, covenant or other obligation and to be put into the position it would have been in, if the breach had not occurred. The relevant party may in its sole discretion, seek, instead of specific performance, to be compensated for losses — as determined in accordance with the principles to determine losses pursuant to Secs. 249 through 254 BGB (allgemeine Grundsätze der Schadensermittlung) — suffered by it as a result of the relevant breach and the failure of the party in breach to satisfy a claim for specific performance. The relevant party may change its election between seeking specific performance and compensation for losses in its sole discretion at any time again until the relevant breach has been cured or it has obtained a legally final and binding decision on the relevant breach in accordance with the dispute resolution procedures set forth in the Business Combination Agreement.

8.1.3

Chronicle of the business contacts following the announcement of the decision to launch the Previous Takeover Offer and prior to the announcement of the decision to launch the Delisting Purchase Offer

The following chronology summarizes the key meetings and events that led to the signing of the Delisting Agreement and the announcement of the decision to launch the Delisting Purchase Offer. This chronology does not purport to catalogue every interaction of or among members of MorphoSys’ Management Board and executive committee, members of the Supervisory Board, Novartis AG, MorphoSys’ representatives, Novartis AG’s representatives and other parties.

On 11 April 2024, pursuant to the Business Combination Agreement, the Bidder commenced the Previous Takeover Offer, following the filing of the Previous Offer Document. From 12 April 2024, through 04:09 hours. (local time New York) on 16 April 2024, the Bidder purchased 4,360,100 MorphoSys Shares via the stock exchange.

On 13 May 2024, the acceptance period for the Previous Takeover Offer expired. On 17 May 2024, the additional acceptance period for the Previous Takeover Offer commenced. On 23 May 2024, the Previous Takeover Offer was settled regarding the MorphoSys Shares tendered during the acceptance period until the end of 13 May 2024, during which the Bidder acquired 25,610,813 MorphoSys Shares for an aggregate price of EUR 1,741,535,284. As a result, as of 23 May 2024, the Bidder had acquired a total of 29,970,913 MorphoSys Shares, representing approximately 79.46% of the share capital and approximately 79.58% of the voting share capital of MorphoSys.

On 23 May 2024, the members of the Supervisory Board Marc Cluzel, George Golumbeski, Krisja Vermeylen, Michael Brosnan and Andrew Cheng resigned with immediate effect from their offices on the Supervisory Board. On the same day, the Management Board filed an application with the local court

41

(Amtsgericht) of Munich, Germany, for the court appointment of the new members of the Supervisory Board. On 4 June 2024, the local court of Munich appointed Heinrich Moisa, Romain Lege and Silke Mainka as members of the Supervisory Board until the end of the annual general meeting of MorphoSys, which decides on the discharge for the financial year 2023. On 6 June 2024, the newly composed Supervisory Board held its constituent meeting and resolved to appoint Arkadius Pichota and Lukas Gilgen to the Management Board, as new Chief Executive Officer and new Chief Financial Officer, respectively. The membership of the previous Management Board members Jean-Paul Kress and Lucinda Crabtree ended on this day.

On 24 May 2024, three agreements were entered into between the MorphoSys Group and Novartis companies described below in Sec. 8.1.4 of the Offer Document, providing for a framework for collaboration during the period between the settlement of the Previous Takeover Offer and the legal effectiveness of the Merger Squeeze-Out (as defined below under Sec.9.2.1 of the Offer Document), as set out below in Sec. 8.1.4 of the Offer Document.

On 30 May 2024, the additional acceptance period for the Previous Takeover Offer expired. On 10 June 2024, the Previous Takeover Offer was settled regarding the MorphoSys Shares tendered during the additional acceptance period, during which the Bidder acquired 3,725,565 MorphoSys Shares for an aggregate price of EUR 253,338,420. As a result, as of 10 June 2024, the Bidder acquired a total of 33,696,478 MorphoSys Shares, corresponding to approximately 89.34% of the share capital and approximately 89.47% of the voting share capital of MorphoSys.

On 20 June 2024 the Bidder and MorphoSys concluded the SLFA (as defined and described below under Sec.8.1.5 of the Offer Document).

On 20 June 2024, the Bidder and MorphoSys entered into the Delisting Agreement (see Sec. 8.2 of the Offer Document). On the same day, the Bidder published the announcement of the decision to launch the Delisting Purchase Offer pursuant to Sec. 10 para. 1 sentence 1 WpÜG in conjunction with Sec. 39 para. 2 sentence 3 no. 1 BörsG. For more information on the chronicle of the business contacts prior to the announcement of the decision to launch the Previous Takeover Offer, see Sec. 8.1.2 of the Previous Offer Document.

8.1.4

Further agreements in the Interim Period

On 24 May 2024, three agreements were entered into between certain MorphoSys Group and Novartis companies, providing for a framework for collaboration during the period between the settlement of the Previous Takeover Offer and the legal effectiveness of the Merger Squeeze-Out (as defined in Sec. 9.2.1 below (the “Interim Period”), as set out in more detail below.

(a)

Development and Pre-Commercialization Support Agreement

MorphoSys and Novartis Pharma entered into a Development and Pre- Commercialization Support Agreement (the “DPSA”), which governs, during the Interim Period, the joint development activities for pelabresib and tulmimetostat, as well as the pre-commercialization preparation for the launch of pelabresib.

The parties to the DPSA agree to perform specified activities, as allocated between them, within agreed timelines and budgets according to an agreed development plan and agreed overview of pre-commercialization accountabilities and deliverables, with joint approval required for additional work or plan changes, and with MorphoSys. generally taking the lead on publication, regulatory and patent activities, in each case, subject to the governance mechanisms described in the paragraph below. In addition, subject to the terms of the DPSA, Novartis Pharma has direct access to patient-level raw data for independent assessment, has the ability to provide additional database management resources and has the right to interact directly with trial investigators.

The DPSA provides for the establishment of various governance committees, in particular the Joint Development Steering Committee (the “JDSC”) and the Joint Commercial Steering Committee (the “JCSC”), both consisting of equal representation from Novartis Pharma on the one hand and MorphoSys and on the other hand. The JDSC oversees development activities, while the JCSC oversees pre-commercialization activities. Both committees have the authority to

42

amend the development plan and the overview of pre-commercialization accountabilities and deliverables and budgets (as applicable). Decisions within these committees are generally unanimous, with the exception of: (i) certain development activities with respect to pelabresib, certain amendments to the overview of pre-commercialization accountabilities and deliverables, or matters subject to the QAA (as defined in Sec. 8.1.4(c) below), which, in each case, may be decided by Novartis Pharma; and (ii) certain safety-related actions in clinical trials, which may be decided by the sponsor of the relevant trial.

(b)

Cooperation Agreement

In addition, MorphoSys, Novartis AG and the Bidder entered into a Cooperation Agreement, which sets out the principles and key areas of cooperation between Novartis and MorphoSys during the Interim Period (the “CA”). The CA provides for a consultation and cooperation mechanism for management decisions in certain specified areas, with decision-making rights remaining with MorphoSys. In addition, the CA gives Novartis certain information rights, including with respect to financial reporting.

(c)

Quality Assurance Agreement

In addition, MorphoSys and Novartis Pharma entered into a Quality Assurance Agreement (the “QAA”). The QAA provides that MorphoSys shall comply with certain defined quality standards with respect to good manufacturing practice, good laboratory practice, good development practice, good clinical practice and good distribution practice in the performance of activities related to the DPSA and the CA.

8.1.5

Shareholder Loan Facility Agreement

On 20 June 2024 the Bidder and MorphoSys concluded an agreement on a loan facility up to EURm 500 by the Bidder as the shareholder of MorpoSys (Shareholder Loan Facility Agreement, the “SLFA”). The SLFA has a term until 31 December 2026 at the latest and has the purpose to provide MorphoSys with the financial resources required following the completion of the Previous Takeover Offer. The conclusion of the SLFA is part of the fulfilment of the obligation of the Bidder under the BCA.

8.1.6

Economic and strategic background of the Delisting

The Bidder and MorphoSys share the steadfast commitment to develop and deliver transformative medicines that address the dire needs of cancer patients. The Bidder seeks to obtain exclusive, worldwide rights to develop and commercialize pelabresib, the asset at the forefront of MorphoSys’ promising oncology pipeline, which, in the Bidder’s opinion, has the potential to shift the treatment paradigm in myelofibrosis and further expand into other myeloid diseases, as well as tulmimetostat, an early-stage investigational dual inhibitor of EZH2 and EZH1 for solid tumors or lymphomas. Following the settlement of the Previous Takeover Offer, the Delisting is a further step to achieve this goal.

8.2

Delisting Agreement

As described in Sec. 1.1, MorphoSys and the Bidder entered into the Delisting Agreement on 20 June 2024, which sets forth their mutual understanding and their intentions with respect to the Delisting.

8.2.1

Supporting the Delisting

The Delisting Agreement states that the Bidder, the Management Board and the Supervisory Board believe that the Delisting is in MorphoSys’ best interest. It further states that the Bidder and MorphoSys believe that the broader public equity capital market is no longer a favorable environment for MorphoSys’ future strategy and that it is appropriate from a strategic and financing perspective to pursue the Delisting and subsequently to terminate the inclusion of the MorphoSys Shares in the regulated unofficial market of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Dusseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Tradegate Exchange, to the extent that such inclusion was effected at the request of MorphoSys, and that MorphoSys will enable a delisting of

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the MorphoSys Securities from Nasdaq as well as the deregistration of the MorphoSys Securities under the U.S. Exchange Act.

8.2.2

Delisting Purchase Offer

The Delisting Agreement sets out the Bidder’s obligation to announce the Delisting Purchase Offer, to prepare and submit the Offer Document to BaFin and to publish it in accordance with the relevant provisions of the WpÜG, and to file with the SEC a tender offer statement on Schedule TO with respect to the Delisting Purchase Offer.

In addition, the Delisting Agreement provides that the Management Board and the Supervisory Board, subject to their fiduciary duties, will prepare and publish the Joint Reasoned Statement, which shall reflect that the Management Board and the Supervisory Board, after having duly reviewed and analyzed the Delisting Purchase Offer (including the Offer Document), acting in good faith and in accordance with their duties, (i) regard the Offer Price as fair from a financial perspective, adequate (angemessen) pursuant to Sec. 31 para. 1 WpÜG, and attractive, (ii) determined that the Delisting Purchase Offer and the Delisting are in the best interest of MorphoSys, (iii) welcome and support the Delisting Purchase Offer and (iv) recommend to the MorphoSys Securityholders to tender their MorphoSys Securities into the Delisting Purchase Offer.

The Delisting Agreement also provides for MorphoSys’ obligation to prepare and file a Schedule 14D-9 with the SEC as described in more detail in Sec. 1.6 above.

8.2.3

Delisting

The Delisting Agreement provides that the Management Board shall file the Delisting Application (as defined in Sec. 1.1 of the Offer Document and further described in Sec 9.1 of the Offer Document) no later than one (1) week prior to the expiry of the Acceptance Period, i.e. by 26 July 2024, with the management body (Geschäftsführung) of the FSE to effect the Delisting at the end of the Acceptance Period at the earliest and in accordance with any timing requirements imposed by BaFin or the FSE. MorphoSys and the Bidder have undertaken to promptly take all steps required for the filing the Delisting Application subject to their fiduciary duties and effectuating the Delisting as soon as practicable following the filing of the Delisting Application.

Furthermore, MorphoSys has undertaken to use their reasonable best efforts to promptly take all steps required for the termination of the inclusion of the MorphoSys Shares in the sub-segment Berlin Second Regulated Market as regulated unofficial market of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated open market (Freiverkehr) on the stock exchanges of Dusseldorf, Hamburg, Hanover, Munich and Stuttgart, as well as on Tradegate Exchange, insofar as this inclusion took place at the request of MorphoSys, with effect at the earliest at the time of Delisting.

In addition, MorphoSys has undertaken to promptly take all necessary steps under applicable laws (including the rules and policies of Nasdaq) to enable a delisting of the MorphoSys Securities from Nasdaq as well as the deregistration of the MorphoSys Shares under the U.S. Exchange Act. Further, MorphoSys will refrain from filing any application for any listing of MorphoSys Shares on any regulated market (regulierter Markt) of any stock exchange or taking any action to directly cause, explicitly support or explicitly approve the inclusion of MorphoSys Shares for trading in the open market (Freiverkehr) of any stock exchange.

8.2.4

Effectiveness, Term and Termination

The Delisting Agreement has been effective since the day of its execution on 20 June 2024, has a fixed term of eighteen (18) months, and provides for customary termination rights.

8.3

Non-tender agreement and Security Blockage Agreement regarding MorphoSys Shares

On 26 June 2024, the Bidder and Novartis BidCo Germany entered into a non-tender agreement (the “Non-Tender Agreement”), pursuant to which Novartis BidCo Germany irrevocably and unconditionally agreed (i) not to tender, in whole or in part, its directly held 34,337,809 MorphoSys Shares in a delisting purchase offer made by the Bidder to MorphoSys Shareholders until the end of the Acceptance Period

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pursuant to Sec. 16 para. 1 WpÜG, (ii) not to otherwise sell, transfer or otherwise dispose of any MorphoSys Shares held by it and not to assign any shareholder rights attaching to such MorphoSys Shares, and to hold them until the end of the term of the Non-Tender Agreement.

In the Non-Tender Agreement, Novartis BidCo Germany has further undertaken to pay a contractual penalty to the Bidder in the amount of the Offer Price per share in the event that it tenders shares contrary to the aforementioned obligation. It was also agreed that any claim for payment of this contractual penalty would be offset against Novartis BidCo Germany’s claim against the Bidder for payment of the offer consideration and, if this is not possible, would be waived in the amount of such claim for payment of the offer consideration. The term of the Non-Tender Agreement is until the expiration of the Acceptance Period unless the Bidder previously terminates the Non-Tender Agreement by issuing a notice of cancellation for good cause (aus wichtigem Grund) to Novartis BidCo Germany.

In addition, the Bidder, Novartis BidCo Germany and UBS Switzerland AG, Zurich, Switzerland, have entered on 27 June 2024 into a security blockage agreement (the “Security Blockage Agreement”), pursuant to which Novartis BidCo Germany has irrevocably and unconditionally instructed UBS Switzerland AG, Zurich, Switzerland, (i) not to transfer the 34,337,809 MorphoSys Shares credited to its securities account to any other securities account or sub-custody account of Novartis BidCo Germany or any third party with UBS Switzerland AG, Zurich, Switzerland, or to another custodian bank without the prior written consent of the Bidder, (ii) not to transfer such MorphoSys Shares to MorphoSys or any third party, (iii) not to execute any sell orders for such MorphoSys Shares and (iv) not to assist, execute or otherwise facilitate the transfer or other disposition of such MorphoSys Shares.

9.

INTENTIONS OF THE BIDDER, NOVARTIS PHARMA AND NOVARTIS AG

The intentions described below are the uniform intentions of the Bidder, Novartis Pharma and Novartis AG as of the date of the publication of the Offer Document. Neither the Bidder nor Novartis Pharma nor Novartis AG have the intention to deviate from the intentions laid out in Sec. 9.1 to 9.7 of the Offer Document.

9.1

Delisting

The Bidder intends to effect the Delisting jointly with MorphoSys. To this end, MorphoSys has undertaken in the Delisting Agreement to file the Delisting Application with the FSE concerning MorphoSys Shares no later than one (1) week prior to the expiry of the Acceptance Period. To facilitate the Delisting Application by MorphoSys and the Delisting, the Bidder has prepared and published the Delisting Purchase Offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG.

If the management of the FSE accepts the Delisting Application by the Management Board of MorphoSys, it will revoke the admission of the MorphoSys Shares to trading on the regulated market (regulierter Markt) of the FSE. Also going forward MorphoSys will not apply for admission of MorphoSys Shares to trading on the regulated market (regulierter Markt) or on the open market (Freiverkehr) on the FSE or another organized trading platform.

If the management of the FSE grants the Delisting Application, the listed MorphoSys Shares which were not tendered during the Acceptance Period will be traded on the regulated market (regulierter Markt) of the FSE under ISIN DE0006632003 until the revocation decision becomes effective. Pursuant to Sec. 46 para. 3 of the Exchange Rules for the FSE (Börsenordnung für die Frankfurter Wertpapierbörse) a revocation of admission to trading in accordance with Sec. 39 para. 2 sentence 3 no. 1 BörsG will become effective within three (3) FSE Trading Days after publication of the revocation decision by the management board of the FSE. It is currently assumed that the Delisting will come into effect in August 2024, but not before the end of the Acceptance Period.

The Delisting may, in particular, have the following consequences for the MorphoSys Shares and the MorphoSys Shareholders:

a)

In the event of the Delisting, trading of the MorphoSys Shares on the regulated market (regulierter Markt) of the FSE will end. The Bidder assumes that the management of the Berlin Stock Exchange

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(Wertpapierbörse Berlin) will terminate the inclusion of the MorphoSys Shares in the sub-segment Berlin Second Regulated Market of the Berlin Stock Exchange (Wertpapierbörse Berlin) pursuant to Sec. 17 para. 2 sentence 1 in conjunction with Sec. 17 para. 1 of the terms and conditions for the Berlin Open Market (Geschäftsbedingungen für den Freiverkehr an der Wertpapierbörse Berlin) shortly after the revocation of the admission to trading on the regulated market (regulierter Markt) of the FSE and has also undertaken in the Delisting Agreement to use its reasonable best efforts to take all steps required for the termination of such inclusion (see Sec. 8.2.3 of the Offer Document). The MorphoSys Shares are not admitted to trading on another regulated market within the Federal Republic of Germany or the European Union or the European Economic Area. Therefore, MorphoSys Shareholders will not have access to a regulated market for MorphoSys Shares, which may detrimentally affect the ability to trade MorphoSys Shares.

b)

Upon Delisting, trading of the MorphoSys Shares on XETRA, the electronic trading system of the FSE, will end at the same time.

c)

In the Delisting Agreement, MorphoSys has undertaken not to apply for the inclusion of MorphoSys Shares to trading on the open market (Freiverkehr) of any stock exchange and to use promptly all reasonable best efforts to end existing inclusions no earlier than when the Delisting comes into effect where such inclusion occurred upon application by MorphoSys. Even if MorphoSys Shares should remain or become included in open market trading at a stock exchange, these markets may not have any sufficient liquidity to enable normal trading activities with MorphoSys Shares.

d)

It cannot be ruled out that the Delisting Application will adversely affect the stock exchange price of MorphoSys Shares in the future, for example after settlement of the Delisting Purchase Offer, and that there is a possibility of price losses.

e)

Upon consummation of the Delisting, several transparency and trading provisions will no longer apply to the trade with MorphoSys Shares, in particular Sec. 33 et seqq. and Sec. 48 et seqq. WpHG, Art. 17 to 19 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and certain other provisions of the AktG, the German Commercial Code (Handelsgesetzbuch) and the Rules of the FSE (Börsenordnung für die Frankfurter Wertpapierbörse). This will result in a significantly lower level of protection for MorphoSys Shareholders. In particular, there will no longer be semi-annual and quarterly reports and respective press conference calls conducted by MorphoSys. The reporting will be limited to the annual reporting for shareholders of German stock corporations prior to the annual general meeting. In addition, MorphoSys will no longer be required to publish a declaration of compliance with the recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex) pursuant to Sec. 161 AktG.

In addition, the Bidder intends in the course of the Delisting (see above under Sec.8.2.3 of the Offer Document) to effect together with MorphoSys in August 2024 the delisting of the MophoSys Securities from Nasdaq as well as the deregistration of the MorphoSys Shares under the U.S. Exchange Act.

9.2

Future business activity and strategy, assets and future obligations of MorphoSys

9.2.1

Future business activity and strategy

The Bidder, Novartis Pharma and Novartis AG intend to further strengthen their position in oncology and hematology, developing and commercializing innovative medicines that transform the lives of cancer patients. The financial resources of the Bidder, Novartis Pharma and Novartis AG, their additional scientific expertise and strong global commercial infrastructure provide a great benefit to MorphoSys Group as they help accelerate the development and commercialization potential of pelabresib at a greater speed and scale and to further the development of tulmimetostat.

The willingness of Novartis AG and the Bidder to enter into the Business Combination Agreement and, subsequently, the Delisting Agreement, and to agree to the Delisting Purchase Offer (including the Offer Price) was predicated on, among other things, the acquisition of 100% of the MorphoSys Shares. The

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Delisting Purchase Offer is intended to be, following the Previous Takeover Offer, a further step to achieve the acquisition of 100% of the MorphoSys Shares. Additionally, Novartis BidCo Germany announced to the Management Board on 20 June 2024 its intention to carry out a merger squeeze-out pursuant to Sec. 62 para. 5 UmwG, Sec. 327a et seq. AktG (the “Merger Squeeze-Out”, see Sec. 9.6.2 of the Offer Document). Currently, the conduct of the business operations of MorphoSys based upon the business strategy currently implemented or further developed in the future as well as the final determination of the strategy for MorphoSys’ business and its implementation — subject to required approvals by the Supervisory Board — remain the responsibility of the Management Board. All integration measures taken or proposed by the Bidder will be at arm’s length.

By entering into the DPSA, the CA and the QAA with MorphoSys and MorphoSys US Inc., the Bidder, Novartis Pharma and Novartis AG intend to fully support MorphoSys in its strategy and to explore opportunities to ensure that the development and commercialization of pelabresib and tulmimetostat is successful and to enable MorphoSys Group to fully benefit from the resources and know-how of the Bidder, Novartis Pharma and Novartis AG. The Bidder, Novartis Pharma and Novartis AG intend to trust in MorphoSys to use, subject to compliance by MorphoSys with all applicable laws, best efforts to take all actions and conduct all activities (including providing access to all data, results and other relevant information of the members of the MorphoSys Group) reasonably requested by the Bidder, Novartis Pharma and Novartis AG in connection with the drafting, preparation, filing and submission of any regulatory permit or other regulatory filing or submission with respect to any MorphoSys product, including pelabresib.

9.2.2

Assets and future obligations

Until the legal effectiveness of the Merger Squeeze-Out, the Bidder, Novartis Pharma and Novartis AG intend not to take any actions relating to, initiate or otherwise support the distribution of an extraordinary dividend (Sonderdividende), the change of the existing dividend policy (Dividendenpraxis) of MorphoSys or other distributions (e.g., through share buy-backs). Any dividend policy will duly consider the financial needs of MorphoSys in light of its business strategy currently implemented or further developed in the future by the Management Board.

The Bidder, Novartis Pharma and Novartis AG intend to continue to provide the MorphoSys Group with the financial resources required to continue its business as contemplated to be conducted by Novartis AG.

The Bidder, Novartis Pharma and Novartis AG have no intentions which would result in an increase of MorphoSys Group’s current indebtedness outside the ordinary course of business.

9.2.3

Company name

Until the legal effectiveness of the Merger Squeeze-Out, the Bidder, Novartis Pharma and Novartis AG intend to continue to use the current name MorphoSys as the corporate name of MorphoSys and its subsidiaries (for the subsidiaries, subject to customary pre- and suffixes to distinguish them from MorphoSys). However, under the Business Combination Agreement, the Bidder, Novartis Pharma and Novartis AG may consider, following the consummation of the Previous Takeover Offer, (i) rebranding the MorphoSys products to align with product names and branding customarily used by Novartis, including indicating that such MorphoSys products are sold by Novartis AG or (ii) requiring all trademarks and other branding of the MorphoSys Group or any MorphoSys product to include a mark or other designation indicating that the MorphoSys Group is a part of Novartis AG’s affiliated group. However, the Bidder, Novartis Pharma and Novartis AG have no such intention.

9.3

Headquarters of MorphoSys

Until the legal effectiveness of the Merger Squeeze-Out, the Bidder, Novartis Pharma and Novartis AG intend to maintain the registered office and the administrative headquarters of MorphoSys in Planegg. Additionally, in consideration of the complementary nature of the products and technologies of MorphoSys, the Bidder, Novartis Pharma and Novartis AG also continue to intend to maintain the R&D capability in this location.

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9.4

Employees and employment conditions

The Bidder acknowledges that the dedicated workforce of the MorphoSys Group is the foundation for the current and future success of the MorphoSys Group and that the current and future success of MorphoSys depends on the creativity and performance of MorphoSys Group’s workforce and their potential for innovation both of which heavily rely on the competence and the commitment of the employees of MorphoSys.

The Bidder, Novartis Pharma and Novartis AG maintain their intention to support the Management Board in maintaining and developing an attractive and competitive framework to retain a highly qualified employee base and in the continued effort to attract talents. The Bidder, Novartis Pharma and Novartis AG intend to continue to use best efforts to retain the MorphoSys Group’s talents amongst its employees. They believe they can properly incentivize such employees consistently with its incentivization of similarly situated employees of Novartis AG and its subsidiaries and further believes it can provide such employees a welcoming and stimulating workplace and an opportunity to align their individual strengths and goals with corresponding opportunities with the MorphoSys Group as well as potentially across Novartis’ global operations.

The Business Combination Agreement provides that, after the settlement of the Previous Takeover Offer, the parties will review MorphoSys’ existing remuneration system for the Management Board as well as the long-term incentive program for the Management Board and MorphoSys Group employees, and MorphoSys will consider the impact of the takeover based on the Previous Takeover Offer and/or the Delisting on the participation of the Management Board and the MorphoSys Group’s employees in the existing Incentive Plans in consultation with Novartis AG and the Bidder. The Bidder, Novartis Pharma and Novartis AG intend to implement the provisions of the Business Combination Agreement in its current form related to the modification of remuneration system as described in detail in Sec. 8.1.2(f) of the Offer Document (for the avoidance of doubt: after partial termination of the Business Combination Agreement by Novartis AG and the Bidder on 20 June 2024; see in detail Sec. 8.1.2(f) of the Offer Document).

The Bidder, Novartis Pharma and Novartis AG have no further intentions regarding employees and conditions of employment. In particular, the Bidder, Novartis Pharma and Novartis AG have no intentions regarding any employee representation at the level of the MorphoSys Group.

9.5

Members of the Management Board and the Supervisory Board of MophoSys

The Bidder, Novartis Pharma and Novartis AG intend to continue to be represented on the Supervisory Board in a manner that reflects their participation after completion of the Previous Takeover Offer. The Bidder, Novartis Pharma and Novartis AG intend to continue to have their current court-appointed representatives Heinrich Moisa, Romain Lege und Silke Mainka (see Sec. 7.4 of the Offer Document) also be appointed to the Supervisory Board of MophoSys by the next general meeting of MorphoSys.

Furthermore, the Bidder, Novartis Pharma and Novartis AG intend to appoint one (1) further representative, Christian Diehl, to the Supervisory Board of MophoSys, following a corresponding resolution of the general meeting of MophoSys.

9.6

Structural measures

The Management Board will continue to manage MorphoSys independently and in its own responsibility. The Bidder, Novartis Pharma and Novartis AG intend not to implement any further Legal Integration Measures, other than as described below in Sec. 9.6.1 and 9.6.2 of the Offer Document.

9.6.1

Termination of the ADS Deposit Agreement

MorphoSys intends to terminate the amended and restated deposit agreement among MorphoSys, the ADS Depositary (as defined in Sec. 13.2.2(e)(iii) of the Offer Document) and owners and holders of MorphoSys ADSs, dated as of 18 April 2018 (the “ADS Deposit Agreement”), pursuant to which the ADS Depositary maintains an ADS facility for the MorphoSys Shares, following the completion of the Delisting. When the ADS Deposit Agreement is terminated, holders of MorphoSys ADSs will only have the right to receive MorphoSys Shares underlying MorphoSys ADSs upon surrender of MorphoSys ADSs and payment

48

of applicable fees of the ADS Depositary. At any time after the date of termination, which shall be at least ninety (90) days following dissemination to MorphoSys ADS Holders of a notice of termination, the ADS Depositary may sell the remaining deposited MorphoSys Shares held under the ADS Deposit Agreement and hold the proceeds of such sale for the benefit of holders of MorphoSys ADSs that have not been surrendered.

9.6.2

Merger Squeeze-Out

As announced by MorphoSys by way of ad hoc announcement on 20 June 2024, Novartis BidCo Germany notified the Management Board by letter dated 20 June 2024 of its intention to merge MorphoSys as transferring entity into Novartis BidCo Germany as acquiring entity. Novartis BidCo Germany proposed to enter into negotiations on a merger agreement with the Management Board.

In connection with the merger of MorphoSys into Novartis BidCo Germany, Novartis BidCo Germany also made a formal request pursuant to Sec. 62 para. 5 sentence 8 UmwG in conjunction with Sec. 327a para. 1 sentence 1 AktG on 20 June 2024 to initiate the procedure for the transfer of the shares of the minority shareholders of MorphoSys to BidCo Germany against payment of an adequate cash compensation and to ensure that the necessary resolution of the annual general meeting on the Merger Squeeze-Out is passed at the annual general meeting of MorphoSys, which is expected to take place in August 2024.

The management of Novartis BidCo Germany will prepare a report in which, in particular, the type and amount of the cash compensation will be explained. Furthermore, the underlying valuation of MorphoSys in the determination of the cash compensation (the “Squeeze-Out-Valuation”) would have to be audited by a court-appointed expert auditor. The latter would have to prepare a written audit report on the results of its audit. The valuation must take into account the circumstances at the time the resolution on the Merger Squeeze-Out was passed by MorphoSys’ annual general meeting.

The Squeeze-Out-Valuation must be based on the “Principles for the Performance of Business Valuations (IDW S 1)” published by the Institut der Wirtschaftsprüfer in Deutschland e.V. (in the currently valid version 2008, as of April 2, 2008) (these principles the “IDW S 1 Standard”) and the “Best Practice Recommendations for Business Valuations” published by Deutsche Vereinigung für Finanzanalyse und Asset Management e.V. (“DFVA”) (as of December 2012) (together with the IDW S 1 Standard the “Valuation Method”).

Based on the currently ongoing valuation, performed by ValueTrust Financial Advisors Deutschland GmbH (“ValueTrust”) on behalf of the Bidder, the Bidder is of the opinion that the value of MorphoSys’ equity according to the Valuation Method falls below the value of MorphoSys equity determined on the basis of the Offer Price (in each case on a fully diluted basis) by more than one third.

The Bidder is therefore of the opinion that it is highly unlikely that the Squeeze-Out cash compensation per MorphoSys Share to be granted in connection with the implementation of the Merger Squeeze-Out will be higher than the Offer Price per MorphoSys Share. Notwithstanding the foregoing, the Bidder reemphasizes that the Squeeze-Out Valuation performed by ValueTrust and the derivation of the adequate cash compensation will be subject to an audit by a court-appointed, independent auditor.

9.7

Intentions with regard to the business activities of the Bidder, Novartis Pharma and Novartis AG

Except for the effects on the assets, financial position, and results of the Bidder and Novartis AG set forth in Sec. 15 of the Offer Document and the consequences described in Sec. 8 and Sec. 9 of the Offer Document (in particular Sec. 9.2.2 of the Offer Document), the Bidder, Novartis Pharma and Novartis AG have no intentions, to the extent they are affected by the Delisting Purchase Offer, regarding their respective registered offices or the location of material parts of the business, their business activities, the use of their assets, their future obligations, their employees and their representatives, the members of their boards, or their essential employment conditions.

10.

EXPLANATION OF THE ADEQUACY OF THE OFFER PRICE

10.1

Minimum offer price

In accordance with Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG as well as Sec. 4 and Sec. 5 WpÜG Offer Regulation, in the case of the Delisting Purchase Offer, the

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Bidder is required to offer MorphoSys Shareholders adequate consideration for their MorphoSys Shares. In doing so, the consideration may not be less than a minimum value to be determined according to these provisions. According to these provisions, the minimum price to be offered to the MorphoSys Shareholders must be equal to the higher of the following values (a) and (b):

(a)

Pursuant to Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG and Sec. 4 WpÜG Offer Regulation, the consideration must be at least equal to the highest consideration provided or agreed for the acquisition of MorphoSys Shares by the Bidder, a person acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG or their subsidiaries within the last six (6) months prior to the publication of the Offer Document (the “Pre-Acquisition Period”).

(b)

Pursuant to Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG and Sec. 5 WpÜG Offer Regulation, the consideration must be at least equal to the volume weighted average domestic stock exchange price of the MorphoSys Shares during the last six (6) months prior to the publication of the decision to launch the Delisting Purchase Offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG in conjunction with Sec. 10 para. 1 sentence 1, para. 3 WpÜG on 20 June 2024 (the “Six-Month Average Price”).

Therefore, in accordance with Sec. 39 para. 2 sentence 3 no. 1 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG as well as Sec. 4 and 5 WpÜG Offer Regulation, the minimum offer price per MorphoSys Share amounts to EUR 68.00.

10.2

Prior Acquisitions

As described in Sec. 6.7.1 to Sec. 6.7.3 of the Offer Document, the Bidder acquired 34,337,809 MorphoSys Shares, corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys, upon settlement of the Previous Takeover Offer, including purchases of MorphoSys Shares outside of the Previous Takeover Offer, which took place within the Pre-Acquisition Period. The highest consideration agreed and paid for any of these previous acquisitions amounted to EUR 68.00 per MorphoSys Share.

Therefore, the consideration offered to MorphoSys Shareholders must amount to at least EUR 68.00 per MorphoSys Share pursuant to Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG and Sec. 4 WpÜG Offer Regulation.

10.3

Six-Month Average Price

The minimum price described in Sec. 10.1 of the Offer Document is determined based on the Six-Month Average Price of MorphoSys Shares pursuant to Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG and Sec. 5 WpÜG Offer Regulation.

On 20 June 2024, the Bidder announced its decision to launch the Delisting Purchase Offer. The volume weighted Six-Month Average Price until and including the reference date 19 June equals EUR 55.12 per MorphoSys Share as communicated with BaFin by letter dated 28 June 2024. Therefore, the consideration offered to MorphoSys Shareholders must amount to at least EUR 55.12 per MorphoSys Share pursuant to Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and para. 7 WpÜG and Sec. 5 WpÜG Offer Regulation.

10.4

Offered Offer Price

The Bidder offers an Offer Price of EUR 68.00 in cash for each MorphoSys Share (see Sec. 3 of the Offer Document).

10.5

Economic adequacy of the Offer Price

The Offer Price of EUR 68.00 per MorphoSys Share equals the offer price for the Previous Takeover Offer and the highest consideration in which the Bidder, or any person acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG or their subsidiaries, agreed and paid in the Pre-Acquisition Period

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for acquisitions outside the Previous Takeover Offer for each MorphoSys Share. Therefore, the consideration meets the requirements of Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and 7 WpÜG and Sec. 4 WpÜG Offer Regulation.

From the Bidder’s perspective, the Previous Takeover Offer was deemed attractive by the other MorphoSys Shareholders. The Previous Takeover Offer was accepted for 29,336,378 MorphoSys Shares, i.e., about 77.78% of the share capital and approximately 77.89% of the voting share capital of MorphoSys.

Furthermore, in determining the Offer Price, the Bidder also took into account historical stock exchange prices for MorphoSys Shares. The stock exchange price is a widely accepted factor and constitutes a suitable basis for assessing the adequacy of the consideration of listed shares like the MorphoSys Shares. MorphoSys Shares are admitted to trading on the regulated market (regulierter Markt) with additional post-admission obligations (Prime Standard) of the FSE. In addition, the MorphoSys Shares are traded on the regulated unofficial market (sub-segment Berlin Second Regulated Market) of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market of the stock exchanges in Dusseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Tradegate Exchange. Trading in MorphoSys Shares is functioning, with sufficient free float and a sufficient trading volume.

Based on the last unaffected stock exchange price of the MorphoSys Shares prior to the publication of the decision to make the Previous Takeover Offer on 5 February 2024, the Offer Price of EUR 68.00 includes the following premiums:

(a)

The stock exchange price (XETRA closing price) on 2 February 2024, the last FSE Trading Day prior to the publication of the decision to launch the Previous Takeover Offer pursuant to Sec. 10 para. 1 sentence 1, para. 3 WpÜG in conjunction with Sec. 29 and Sec. 34 WpÜG, amounted to EUR 42.16 per MorphoSys Share (source: https://www.boerse-frankfurt.de/aktie/morphosys-ag7). Based on this stock exchange price, the Offer Price of EUR 68.00 includes a premium of EUR 25.84 or 61.29%.

(b)

The volume weighted average stock exchange price during the last three (3) months prior to 4 February 2024, the last day prior to the publication of the decision to launch the Previous Takeover Offer pursuant to Sec. 10 para. 1 sentence 1, para. 3 WpÜG in conjunction with Sec. 29 and Sec. 34 WpÜG, amounted to EUR 28.80 per MorphoSys Share as communicated by BaFin with letter on 13 February 2024. Based on this average stock exchange price, the Offer Price of EUR 68.00 includes a premium of EUR 39.20 or 136.11%.

(c)

The volume weighted average stock exchange price during the last month prior to the unaffected 25 January 2024 close, the day before first rumors on a potential takeover of MorphoSys surfaced, amounted to EUR 35.00 per MorphoSys Share (source: S&P Capital IQ Pro). Based on this average stock exchange price, the Offer Price of EUR 68.00 includes a premium of EUR 33.00 or 94.29%. The volume weighted average stock exchange price during the last three (3) months prior to the unaffected 25 January 2024 close, the day before first rumors on a potential takeover of MorphoSys surfaced, amounted to EUR 28.11 per MorphoSys Share (source: S&P Capital IQ Pro). Based on this average stock exchange price, the Offer Price of EUR 68.00 includes a premium of EUR 39.89 or 141.91%.

Apart from those described in the Offer Document, the Bidder has not applied any other valuation methods for the determination of the adequacy of the Offer Price.

Furthermore, the Offer Price of EUR 68.00 per MorphoSys Share exceeds the Six-Month Average Price of the MorphoSys Share of EUR 55.12 (see Sec. 10.3 of the Offer Document). Therefore, it also meets the requirements of Sec. 39 para. 3 sentence 2 BörsG in conjunction with Sec. 31 para. 1 and 7 WpÜG and Sec. 3 sentence 1 WpÜG Offer Regulation.

Subject to their fiduciary duties, the Management Board and the Supervisory Board are obliged to support the Delisting Purchase Offer pursuant to the Delisting Agreement.

7

Last accessed on 3 July 2024.

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In light of this background, the Bidder is convinced that the Offer Price constitutes an attractive consideration for the acquisition of the MorphoSys Securities and offers an attractive premium for the MorphoSys Securityholders. It should be noted, however, that such premium will only be realized by MorphoSys Securityholders who accept the Delisting Purchase Offer.

The Offer Price for each MorphoSys Share is adequate for the aforementioned reasons.

10.6

No compensation for loss of certain rights

The articles of association of MorphoSys do not provide for the application of Sec. 33b para. 2 WpÜG. The Bidder is therefore not obliged to pay any compensation pursuant to Sec. 33b para. 5 WpÜG.

11.

REGULATORY APPROVALS AND PROCEDURES

BaFin approved the publication of the German version of the Offer Document on 4 July 2024.

No further regulatory approvals, authorizations or procedures are required in connection with the Delisting Purchase Offer or the publication of the Offer Document.

12.

NO OFFER CONDITIONS

The Delisting Purchase Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions.

13.

ACCEPTANCE AND SETTLEMENT OF THE DELISTING PURCHASE OFFER FOR MORPHOSYS SECURITIES

13.1

Acceptance and Settlement of the Delisting Purchase Offer for MorphoSys Shares

13.1.1

Settlement Agent

The Bidder has appointed Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany (the “Settlement Agent”) to act as central settlement agent for the Delisting Purchase Offer.

13.1.2

Declaration of acceptance and booking

MorphoSys Shareholders who wish to accept the Delisting Purchase Offer should contact their custodian bank or other custodian investment service provider with registered office or a branch in Germany with any questions they may have regarding acceptance of the Delisting Purchase Offer and the technical aspects of settlement of the Delisting Purchase Offer. Those banks and service providers have been separately informed about the modalities for acceptance and settlement of the Delisting Purchase Offer and are required to inform customers who hold MorphoSys Shares in their securities deposit accounts about the Delisting Purchase Offer and the steps required to accept it.

During the Acceptance Period MorphoSys Shareholders may accept the Delisting Purchase Offer only by:

(a)

a declaration of acceptance of the Delisting Purchase Offer in writing or in text form (the “Declaration of Acceptance”) vis-à-vis their own custodian investment service provider (the “Custodian Bank”); and

(b)

instructing their Custodian Bank to immediately effect the booking of the MorphoSys Shares which are held in their securities deposit account and for which they wish to accept the Delisting Purchase Offer into ISIN DE000A40ESD9 at Clearstream.

The Declaration of Acceptance will only be effective if the Tendered MorphoSys Shares have been booked to ISIN DE000A40ESD9 at Clearstream by no later than 18:00 hours Frankfurt am Main local time / 12:00 hours New York local time on the second (2nd) FSE Trading Day after expiry of the Acceptance Period. Such bookings are to be arranged by the relevant Custodian Bank without undue delay after receipt of the Declaration of Acceptance.

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Declarations of Acceptance not received by the respective Custodian Bank within the Acceptance Period, or erroneously or incompletely filled out, will not be regarded as acceptance of the Delisting Purchase Offer and do not entitle the respective MorphoSys Shareholder to receive the Offer Price. Neither the Bidder nor persons acting on its behalf are obliged to notify the respective MorphoSys Shareholder of any deficiencies or errors in the Declaration of Acceptance and assume no liability if such notification is not made.

The Bidder requested relief from the requirements of 14e-11 under the U.S. Exchange Act in order to enable the Bidder to pay the Offer Price as described in Sec. 13.1.5 of the Offer Document (see Sec. 21 of the Offer Document for further details).

13.1.3

Further declarations of the MorphoSys Shareholders upon acceptance of the Delisting Purchase Offer

By making the Declaration of Acceptance pursuant to Sec. 13.1.2 of the Offer Document,

(a)

the accepting MorphoSys Shareholders instruct and authorize their respective Custodian Banks and any intermediate custodians of the relevant Tendered MorphoSys Shares

(i)

to leave the Tendered MorphoSys Shares in the securities deposit accounts of the accepting MorphoSys Shareholders for the time being, but to cause their booking to ISIN DE000A40ESD9 at Clearstream;

(ii)

to instruct and authorize Clearstream to make the Tendered MorphoSys Shares available to the Settlement Agent in its account at Clearstream for transfer of title to the Bidder without undue delay following expiry of the Acceptance Period;

(iii)

to instruct and authorize Clearstream to transfer the Tendered MorphoSys Shares (ISIN DE000A40ESD9), in each case including any ancillary rights, in particular the right to share in profits, existing at the time of the settlement of the Delisting Purchase Offer, to the Bidder concurrently and contemporaneously against payment of the Offer Price for the relevant Tendered MorphoSys Shares to the account of the relevant Custodian Bank at Clearstream in accordance with the terms of the Delisting Purchase Offer;

(iv)

to instruct and authorize any intermediate custodians of the relevant Tendered MorphoSys Shares and Clearstream to make available to the Bidder or to the Settlement Agent all information required for declarations or publications by the Bidder pursuant to the WpÜG, in particular to notify on each FSE Trading Day during the Acceptance Period the number of MorphoSys Shares booked to ISIN DE000A40ESD9; and

(v)

to forward the Declaration of Acceptance and, where applicable, the declaration of withdrawal to the Settlement Agent upon request;

(b)

the accepting MorphoSys Shareholders instruct and authorize their respective Custodian Banks and the Settlement Agent, in each case under exemption from the prohibition of self-contracting pursuant to Sec. 181 BGB, to take all steps and to make and to receive all necessary or expedient declarations for the settlement of the Delisting Purchase Offer in accordance with the Offer Document and in particular to effect the transfer of title to the Tendered MorphoSys Shares to the Bidder in accordance with para. (a) above; and

(c)

the accepting MorphoSys Shareholders declare that

(i)

unless otherwise expressly stated in writing or in text form in the Declaration of Acceptance, they accept the Delisting Purchase Offer for all MorphoSys Shares which are held in their securities deposit accounts with the Custodian Bank at the time they declare their acceptance of the Delisting Purchase Offer;

(ii)

at the time of transfer of title to the Bidder, they are the sole holders of title to the MorphoSys Shares in respect of which they are accepting the Delisting Purchase Offer and such shares are free from rights and claims of third parties; and

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(iii)

they are transferring their Tendered MorphoSys Shares to the Bidder concurrently and contemporaneously (Zug um Zug) against payment of the Offer Price to the account of the relevant Custodian Bank with Clearstream without undue delay following the expiry of the Acceptance Period.

In the interest of a smooth and prompt settlement of the Delisting Purchase Offer, the instructions, declarations, mandates, powers and authorizations listed in Sec. 13.1.2 to Sec. 13.1.3 of the Offer Document are issued irrevocably by the accepting MorphoSys Shareholders. They will lapse only in the event of a valid withdrawal in accordance with Sec. 17 of the Offer Document from the contract concluded as a result of acceptance of the Delisting Purchase Offer.

13.1.4

Legal consequences of acceptance

Upon acceptance of the Delisting Purchase Offer, a contract for the sale of the Tendered MorphoSys Shares to the Bidder will come into existence between the accepting MorphoSys Shareholders and the Bidder, in each case subject to the terms of the Delisting Purchase Offer. This contract is subject to German law. Subject to the terms of the Delisting Purchase Offer, transfer of title to the Bidder will be effected upon settlement of the Delisting Purchase Offer. Furthermore, by accepting the Delisting Purchase Offer, the accepting MorphoSys Shareholders issue and grant the instructions, authorizations, mandates and powers referred to in Sec. 13.1.3(a) and Sec. 13.1.3(b) of the Offer Document and make the declarations listed in Sec. 13.1.3(c) of the Offer Document.

The Bidder requested relief from the requirements of 14I(c) under the U.S. Exchange Act in order to enable the Bidder to pay the Offer Price as described in Sec. 13.1.5 of the Offer Document (see Sec. 21 of the Offer Document for further details).

13.1.5

Settlement of the Delisting Purchase Offer and payment of the purchase price after expiry of the Acceptance Period

Payment of the Offer Price will be effected to the relevant Custodian Bank concurrently and contemporaneously (Zug um Zug) against transfer of the Tendered MorphoSys Shares to the account of the Settlement Agent at Clearstream. The Settlement Agent will transfer the Offer Price for the Tendered MorphoSys Shares through Clearstream to the relevant Custodian Bank without undue delay, but no later than on the fourth (4th) Banking Day following publication of the tender results after the end of the Acceptance Period pursuant to Sec. 23 para. 1 no. 2 WpÜG.

Upon payment of the Offer Price to the relevant Custodian Bank, the Bidder has fulfilled its obligation to pay the Offer Price. It will be the responsibility of the Custodian Banks to credit the Offer Price to the relevant MorphoSys Shareholder without undue delay.

13.1.6

Costs and Expenses

The acceptance of the Delisting Purchase Offer in principle shall be free of costs and expenses of the Custodian Banks for the MorphoSys Shareholders who hold their MorphoSys Shares in a securities deposit account in the Federal Republic of Germany (except for the costs for transmitting the Declaration of Acceptance to the relevant Custodian Bank). For this purpose, the Bidder will pay to the Custodian Banks a compensation which has been separately communicated to them and which includes a market-standard custodian bank commission. For the avoidance of doubt, the Bidder wishes to point out that it cannot, however, issue binding instructions to the Custodian Banks on what costs and expenses the Custodian Banks charge for the acceptance of the Delisting Purchase Offer.

However, any additional costs and expenses charged by Custodian Banks or foreign investment service providers and any expenses incurred outside of the Federal Republic of Germany must be borne by the respective MorphoSys Shareholder. Any exchange, sales taxes or stamp duty resulting from the acceptance of the Delisting Purchase Offer will not be borne by the Bidder.

13.1.7

Trading of the Tendered MorphoSys Shares

It is not intended to organize or to apply for a listing of the Tendered MorphoSys Shares for trading on the regulated market (regulierter Markt) of the FSE or another stock exchange. MorphoSys Shareholders

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who have accepted the Delisting Purchase Offer will therefore no longer be able to trade their Tendered MorphoSys Shares on the stock exchange once the MorphoSys Shares have been rebooked into ISIN DE000A40ESD9. The Bidder assumes that the management of the Berlin Stock Exchange (Wertpapierbörse Berlin) will terminate the inclusion of the MorphoSys Shares in the sub-segment Berlin Second Regulated Market of the Berlin Stock Exchange (Wertpapierbörse Berlin) pursuant to Sec. 17 para. 2 sentence 1 in conjunction with Sec. 17 para. 1 of the terms and conditions for the Berlin Open Market (Geschäftsbedingungen für den Freiverkehr an der Wertpapierbörse Berlin) shortly after the revocation of the admission to trading on the regulated market (regulierter Markt) of the FSE.

However, MorphoSys Shares that have not been tendered into the Delisting Purchase Offer may still be traded on the regulated market (regulierter Markt) of the FSE under the ISIN DE0006632003 and over the counter until the effectiveness of the Delisting.

13.2

Acceptance and Settlement of the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs

The following terms only apply to MorphoSys ADS Holders who intend to accept the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs.

MorphoSys ADS Holders that have tendered their MorphoSys ADSs in accordance with this Sec. 13.2 of the Offer Document will not be able to trade tendered MorphoSys ADSs. In the period between the expiry of the Acceptance Period and the settlement of the Delisting Purchase Offer, they may also not withdraw their acceptance of the Delisting Purchase Offer.

13.2.1

General and ADS Tender Agent

The acceptance of the Delisting Purchase Offer by MorphoSys ADS Holders for MorphoSys Shares represented by MorphoSys ADSs can only be made through The Bank of New York Mellon (the “ADS Tender Agent”) as tender agent. The acceptance notice can be sent to the ADS Tender Agent by mail or courier to the below addresses:

Registered, Certified or Express Mail The Bank of New York Mellon
Attn: Voluntary Corporate Actions,
COY: MPSB
P.O. Box 43011
Providence, RI 02940-3011
United States By Overnight Courier The Bank of New York Mellon
Attn: Voluntary Corporate Actions,
COY: MPSB
150 Royal Street, Suite V
Canton, MA 02021
United States

E-Mail (for notices of guaranteed delivery only): canoticeofguarantee@computershare.com

MorphoSys ADS Holders may accept the Delisting Purchase Offer irrespective of whether the total number of ADS tendered by them is an integral multiple of four (i.e. the Delisting Purchase Offer may be readily accepted for one, two or three ADSs).

13.2.2

Acceptance of the Delisting Purchase Offer

The procedure that can be used by MorphoSys ADS Holders, which is described in greater detail below, depends on whether the MorphoSys ADS Holder (i) is a registered holder of MorphoSys ADSs in certificated form evidenced by an MorphoSys ADR, (ii) is a registered holder of MorphoSys ADSs in uncertificated form (i.e., without an MorphoSys ADR) or (iii) holds MorphoSys ADSs in a securities account with a broker or other securities intermediary that is a direct or indirect participant in The Depository Trust Company (“DTC”).

(a)

Declaration of acceptance for MorphoSys ADSs evidenced by MorphoSys ADRs

Registered MorphoSys ADS Holders whose MorphoSys ADSs are evidenced by MorphoSys ADRs may accept the Delisting Purchase Offer for the MorphoSys Shares represented by such

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MorphoSys ADSs by ensuring that the following materials are received by the ADS Tender Agent at the address set forth above prior to the expiration of the Acceptance Period:

(i)

the MorphoSys ADRs evidencing the MorphoSys ADSs;

(ii)

a properly completed and signed letter of transmittal for the MorphoSys ADSs (the “ADS Letter of Transmittal”), or a facsimile copy with an original manual signature, with a medallion signature guarantee, if required by the instructions to the ADS Letter of Transmittal; and

(iii)

any other documents required by the ADS Letter of Transmittal.

If a MorphoSys ADR is registered in the name of a person other than the signatory of the ADS Letter of Transmittal, the MorphoSys ADR must be endorsed or accompanied by an appropriate stock power. The MorphoSys ADR or stock power must be signed exactly as the name or names of the registered owner or owners appear on the MorphoSys ADR, and the signature(s) on the MorphoSys ADR or stock power must be medallion guaranteed.

Further important information regarding the ADS Letter of Transmittal can be found below under para. (e).

The method of submission of the MorphoSys ADR is at the option and risk of the accepting MorphoSys ADS Holder. If sent by mail, properly insured registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No acknowledgement of receipt of documents will be given by, or on behalf of, the Bidder.

(b)

Declaration of acceptance for MorphoSys ADSs in uncertificated form

MorphoSys ADS Holders who hold MorphoSys ADSs in uncertificated form not evidenced by MorphoSys ADRs may accept the Delisting Purchase Offer for the MorphoSys Shares represented by such MorphoSys ADSs by ensuring that the following materials are received by the ADS Tender Agent at the address set forth above prior to the expiration of the Acceptance Period:

(i)

a properly completed and signed ADS Letter of Transmittal, or a facsimile copy with an original manual signature, with a medallion signature guarantee if required by the instructions to the ADS Letter of Transmittal; and

(ii)

any other documents required by the ADS Letter of Transmittal.

If the MorphoSys ADSs being tendered are registered in the name of a person other than the signatory of the ADS Letter of Transmittal, a transfer form with respect to the MorphoSys ADSs must be submitted; the transfer form must be signed exactly as the name or names of the registered owner or owners appear on the register of MorphoSys ADS holders, and the signature(s) on the transfer form must be medallion guaranteed.

Further important information regarding the ADS Letter of Transmittal can be found below under para. (e).

(c)

Declaration of acceptance for MorphoSys ADSs held in a securities account with a broker or other securities intermediary

MorphoSys ADS Holders whose MorphoSys ADSs are held in a securities account with a broker or other securities intermediary that is a direct or indirect participant in DTC may accept the Delisting Purchase Offer for their MorphoSys Shares represented by such MorphoSys ADSs by initiating the following:

(i)

a book-entry transfer of the MorphoSys ADSs to the designated account at DTC prior to the expiration of the Acceptance Period and a confirmation regarding the book-entry (the “Book-Entry Confirmation”) received by the ADS Tender Agent prior to the expiration of the Acceptance Period pursuant to the procedures described below; and

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(ii)

the delivery to the ADS Tender Agent of an Agent’s Message (as defined below).

Within two (2) U.S. Working Days after the publication of the Offer Document, the ADS Tender Agent will designate a securities account at DTC for tenders of MorphoSys ADSs. Any financial institution that is a participant in DTC’s system may make book-entry transfer of MorphoSys ADSs by causing DTC to transfer such MorphoSys ADSs into the designated securities account in accordance with DTC’s procedure for the transfer.

An “Agent’s Message” delivered in lieu of the ADS Letter of Transmittal is a message transmitted by DTC to the ADS Tender Agent as part of a book-entry confirmation. The message states that DTC has received an express acknowledgment from the DTC participant tendering the MorphoSys Shares represented by MorphoSys ADSs that such participant has received and agrees to be bound by the terms of the ADS Letter of Transmittal and that the Bidder may enforce the terms of the ADS Letter of Transmittal against such participant.

MorphoSys Shares represented by MorphoSys ADSs that are held through a broker or other securities intermediary can only be tendered by that securities intermediary. MorphoSys ADS Holders should therefore discuss with their securities broker or other securities intermediary the appropriate procedure and request that the MorphoSys ADSs representing MorphoSys Shares be tendered on their behalf. DTC and brokers and other securities intermediaries will set their own cut-off dates and times to receive instructions to tender MorphoSys ADSs, which will be earlier than the date and time the Acceptance Period ends. MorphoSys ADS Holders should contact their broker or other securities intermediary to determine the cut-off date and time that applies to them.

(d)

Declaration of acceptance by guaranteed delivery

If an MorphoSys ADS Holder wishes to accept the Delisting Purchase Offer but its MorphoSys ADSs are not immediately available and/or if such MorphoSys ADS Holder cannot deliver its MorphoSys ADSs and all other required documents to the ADS Tender Agent prior to the expiration of the Acceptance Period, he may nevertheless accept the Delisting Purchase Offer for the MorphoSys Shares represented by MorphoSys ADSs provided that all of the following conditions listed under clauses (i) through (iii) below are satisfied. The same will apply if the MorphoSys ADS Holder cannot complete the procedure for transfer for MorphoSys ADSs held through a broker or other securities intermediary on a timely basis:

(i)

the tender for sale must be made by or through an institution that is a member of a medallion signature guarantee program or another “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the U.S. Exchange Act (“Eligible Institution”);

(ii)

a properly completed and signed notice of guaranteed delivery, substantially in the form made available by the Bidder, must be received by the ADS Tender Agent prior to the expiration of the Acceptance Period; and

(iii)

within one (1) Nasdaq Trading Day after the date of the signing of such notice of guaranteed delivery, there must be delivered to the ADS Tender Agent, either:

(A)

in the case of a registered holder of MorphoSys ADSs, the MorphoSys ADRs, if applicable, in proper form for transfer and with a properly completed and signed ADS Letter of Transmittal or a manually executed facsimile copy of the same, with a medallion signature guarantee, if required; or

(B)

in the case of MorphoSys ADSs held through a broker or other securities intermediary, a book-entry confirmation that the MorphoSys ADSs have been transferred to the designated account at DTC as described above, together with an Agent’s Message.

The notice of guaranteed delivery may be transmitted by email, delivered by overnight courier or mailed to the ADS Tender Agent. The notice of guaranteed delivery must in all cases include a guarantee by an Eligible Institution in the form set forth in the sample notice of guaranteed

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delivery provided by the Bidder. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the ADS Tender Agent.

(e)

ADS Letter of Transmittal

MorphoSys ADS Holders should note the following information with respect to form and content of the ADS Letter of Transmittal:

(i)

Signature Guarantees:   In general, signatures on an ADS Letter of Transmittal must be guaranteed by an Eligible Institution. However, signature guarantees are not required in cases where MorphoSys ADSs are tendered either (1) by a registered holder of MorphoSys ADSs who has not completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the ADS Letter of Transmittal or (2) for the account of an Eligible Institution.

(ii)

Partial Tenders:   If fewer than all of the MorphoSys ADSs evidenced by any MorphoSys ADR delivered to the ADS Tender Agent are to be tendered, the MorphoSys ADS Holder thereof should indicate this in the ADS Letter of Transmittal by filling in the number of MorphoSys ADSs tendered in the box entitled “Number of ADSs”. In such case, a new MorphoSys ADR for the remainder of the MorphoSys ADSs represented by the former MorphoSys ADR will be sent to the person(s) signing such ADS Letter of Transmittal (or as such person properly indicates thereon) as promptly as practicable following the date the tendered MorphoSys Shares represented by MorphoSys ADSs are purchased. All MorphoSys Shares represented by MorphoSys ADSs delivered to the ADS Tender Agent will be deemed to have been tendered unless otherwise indicated. In the case of a partial tender, MorphoSys ADSs representing MorphoSys Shares not tendered will not be reissued to a person other than the registered holder.

(iii)

Content:   By signing an ADS Letter of Transmittal the MorphoSys ADS Holder authorizes and instructs the ADS Tender Agent, as agent and attorney-in-fact for the MorphoSys ADS Holder to surrender the MorphoSys ADSs to the Bank of New York Mellon (the “ADS Depositary”) and instruct the ADS Depositary to instruct its German custodian to deliver the underlying MorphoSys Shares to the order of the Bidder. At the same time, the ADS Tender Agent and the ADS Depositary will be exempt from the restrictions on self-dealing pursuant to Sec. 181 BGB. By tendering MorphoSys ADSs representing MorphoSys Shares and signing the ADS Letter of Transmittal, the tendering MorphoSys ADS Holder also irrevocably appoints designees of the Bidder as such holder’s agents and attorneys-in-fact. Each such agent will be fully authorized to exercise such MorphoSys ADS Holder’s rights arising from the MorphoSys ADSs tendered for sale, including the MorphoSys Shares represented by such MorphoSys ADSs, as well as those arising from any other securities or rights represented by such MorphoSys ADSs. Each agent is authorized to issue substitute powers of attorney in the full scope of the power of attorney. All such powers of attorney will be considered to be combined with the rights arising from the MorphoSys ADSs. Such power of attorney will be effective when, and only to the extent that the Bidder accepts the MorphoSys Shares represented by the MorphoSys ADSs tendered by such MorphoSys ADS Holder for payment and simultaneously with (Zug um Zug gegen) the payment of the Offer Price for the relevant number of MorphoSys Shares underlying the tendered MorphoSys ADSs as provided herein.

With this power of attorney, all prior powers of attorney and consents given by such MorphoSys ADS Holder with respect to such MorphoSys ADSs, including the MorphoSys Shares represented by such MorphoSys ADSs, or other securities or rights will, without further action, be revoked as of the time that the power of attorney becomes effective and, following such time, no subsequent powers of attorney may be given by such MorphoSys ADS Holder with respect to its MorphoSys ADSs (and, if given, they will not be deemed valid). The designees of the Bidder will thereby be empowered to exercise all voting and other rights with respect to such MorphoSys ADSs, including the MorphoSys Shares represented by

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such MorphoSys ADSs, and other securities or rights, in their sole discretion. This will apply, in particular, to any ordinary or extraordinary general meeting of MorphoSys.

13.2.3

Effectiveness of the acceptance of the MorphoSys ADS Holder

In accordance with the power of attorney granted by the ADS Letter of Transmittal, the ADS Tender Agent, as representative of the respective MorphoSys ADS Holder, will designate the underlying MorphoSys Shares as Tendered MorphoSys Shares. The acceptance declared through the ADS Letter of Transmittal will become effective only upon such designation as Tendered MorphoSys Shares. If the acceptance is declared to the ADS Tender Agent prior to the end of the Acceptance Period by one of the procedures described in Sec. 13.2.2 of the Offer Document, the designation of the MorphoSys Shares as Tendered MorphoSys Shares will be deemed to have been timely effected if the designation has been effected no later than 18:00 hours local time Frankfurt am Main, Germany, and 12:00 hours local time New York, United States, respectively, on the second (2nd) FSE Trading Day after the expiration of the Acceptance Period or, in the case of MorphoSys ADSs tendered by guaranteed delivery, the second (2nd) FSE Trading Day following the expiration of the applicable guaranteed delivery period.

13.2.4

Legal consequences of acceptance

Upon acceptance of the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs, a contract for the sale and transfer of ownership of the MorphoSys Shares represented by MorphoSys ADSs will come into existence between the respective MorphoSys ADS Holder and the Bidder on the terms set forth in the Offer Document. This contract will be governed by and construed exclusively in accordance with German law.

By accepting the Delisting Purchase Offer, the accepting MorphoSys ADS Holder and the Bidder at the same time agree on the transfer of title to the MorphoSys Shares represented by the tendered MorphoSys ADSs to the Bidder in accordance with the terms set forth in the Offer Document. The ownership of the MorphoSys Shares represented by the tendered MorphoSys ADSs is transferred simultaneously with (Zug um Zug gegen) the payment of the Offer Price for the relevant number of MorphoSys Shares represented by the tendered MorphoSys ADSs into the account of the relevant Custodian Bank with Clearstream.

The transfer of the MorphoSys Shares represented by the tendered MorphoSys ADSs will only take place following the expiration of the Acceptance Period.

Upon transfer of title to the MorphoSys Shares represented by the tendered MorphoSys ADSs to the Bidder, all rights associated with these shares at the time of the settlement of the Delisting Purchase Offer (in particular the dividend entitlement for any dividend having a record date after the date of that transfer) will transfer to the Bidder. Furthermore, by accepting the Delisting Purchase Offer, the accepting MorphoSys ADS Holder irrevocably makes the declarations, instructions, orders and authorizations set out in Sec. 13.2.2 of the Offer Document.

13.2.5

Settlement of the Delisting Purchase Offer and receipt of the Offer Price

The Offer Price owed for MorphoSys Shares represented by MorphoSys ADSs tendered for sale in accordance with the Delisting Purchase Offer will be paid only if the ADS Tender Agent has received prior to the end of the Acceptance Period or the applicable guaranteed delivery period, respectively:

(a)

a properly completed and signed ADS Letter of Transmittal with respect to the MorphoSys ADSs and, if applicable, the MorphoSys ADRs evidencing the MorphoSys ADSs and any other documents required by the ADS Letter of Transmittal; or

(b)

an Agent’s Message with respect to the MorphoSys ADSs.

For purposes of the Delisting Purchase Offer, the Bidder will be deemed to have acquired ownership of the MorphoSys Shares for which the Delisting Purchase Offer was validly accepted and not validly withdrawn and the MorphoSys Shares are considered accepted for payment, if and when the Bidder has concurrently paid the Offer Price for the relevant number of Tendered MorphoSys Shares.

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Upon transfer of title to the Tendered MorphoSys Shares to the Bidder, all rights associated with these shares at the time of the settlement of the Delisting Purchase Offer (in particular the dividend entitlement) will transfer to the Bidder.

Subject to the terms of the Delisting Purchase Offer, the Bidder will, with respect to the MorphoSys Shares represented by MorphoSys ADSs properly tendered for sale during the Acceptance Period and not validly withdrawn, pay the Offer Price to the ADS Tender Agent’s cash account in Germany via Clearstream without undue delay, however no later than on the fourth (4th) Banking Day, following the publication of the tender results pursuant to Sec. 23 para. 1 no. 2 WpÜG after the expiration of the Acceptance Period.

Upon crediting of the Offer Price to the ADS Tender Agent’s cash account in Germany via Clearstream, the Bidder will have fulfilled its obligation to pay the Offer Price. It is the ADS Tender Agent’s responsibility to transfer the Offer Price, after deduction of all applicable costs or withholding taxes, to the MorphoSys ADS Holders without undue delay. The ADS Depositary’s cancellation fee of USD 0.05 per MorphoSys ADS will be borne by the Bidder.

The Offer Price will be paid by the ADS Tender Agent in USD. The Offer Price will be converted by the ADS Tender Agent by sale or in any other manner it determines using an exchange rate from EUR to USD determined or assigned by it on the day it effects the conversion.

The ADS Tender Agent may convert currency itself or through any of its Affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made in connection with the Delisting Purchase Offer and the rate that the ADS Tender Agent or its Affiliate receives when buying or selling foreign currency for its own account. The ADS Tender Agent prices its exchange payments at a benchmark rate established by the ADS Tender Agent, adjusted by a spread of 20bps. The ADS Tender Agent has no obligation to provide the most favourable foreign exchange rate available in the market for any foreign exchange transaction. The ADS Tender Agent makes no representation that the exchange rate used or obtained in any currency conversion made in connection with the Delisting Purchase Offer will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to tendering MorphoSys ADS Holders, except that the ADS Tender Agent has agreed to act without gross negligence or willful misconduct. Further information about the methodology used to determine foreign exchange rates used in currency conversions made by the ADS Tender Agent is available upon request to the ADS Tender Agent.

13.2.6

Costs and tax withholding

MorphoSys ADS Holders who hold their MorphoSys ADS through a broker or other securities intermediary and whose broker or other securities intermediary accepts the Bidder’s Delisting Purchase Offer on the MorphoSys ADS Holders behalf, may be charged a fee. MorphoSys ADS Holders who accept the Bidder’s Delisting Purchase Offer to acquire the MorphoSys Shares represented by their MorphoSys ADSs directly will not be charged brokerage fees. Any stock exchange tax, sales tax or stamp tax, resulting from acceptance of the Delisting Purchase Offer will not be borne by the Bidder. The fee to be paid to the ADS Depositary for the cancellation of the MorphoSys ADSs (USD 0.05 per MorphoSys ADS) will be borne by the Bidder. The amount paid by the ADS Tender Agent to tendering MorphoSys ADS Holders will also be net of any other applicable fees and expenses and any required withholding in respect of U.S. income tax. For the avoidance of doubt, the ADS Depositary and the ADS Tender Agent will not be responsible for any non-U.S. stock exchange tax, sales tax or stamp tax or have any duty to make any withholding in respect of non-U.S. income tax resulting from acceptance of the Delisting Purchase Offer.

13.2.7

Stock exchange trading

There will be no stock market trading in MorphoSys ADSs tendered through the ADS Tender Agent. Tendered MorphoSys ADSs will be blocked on the books of the ADS Depositary or DTC until the MorphoSys Shares represented by MorphoSys ADSs are accepted for purchase, or the MorphoSys ADSs are withdrawn, or returned in the case of termination of the Delisting Purchase Offer.

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13.2.8

Right of withdrawal

Under the conditions set forth in Sec. 17 of the Offer Document, MorphoSys ADS Holders who have accepted the Delisting Purchase Offer may withdraw their acceptances of the Delisting Purchase Offer. Regarding the exercise and the legal consequences of the right of withdrawal, reference is made to Sec. 17 of the Offer Document.

13.3

Surrendering MorphoSys ADSs to receive MorphoSys Shares to tender in the Delisting Purchase Offer

Should MorphoSys ADS Holders wish to participate in the acceptance and settlement of the Delisting Purchase Offer as it pertains to MorphoSys Shares (as described in Sec. 13.1 of the Offer Document), MorphoSys ADS Holders may tender the underlying MorphoSys Shares in respect of the MorphoSys ADSs in the Delisting Purchase Offer following their withdrawal from the MorphoSys ADS program. Each MorphoSys ADS represents one-quarter of one MorphoSys Share deposited with the ADS Depositary.

Instead of instructing the ADS Tender Agent to tender the MorphoSys Shares underlying its MorphoSys ADSs in the Delisting Purchase Offer as described in Sec. 13.2 of the Offer Document, a MorphoSys ADS Holder may tender MorphoSys Shares in the Delisting Purchase Offer by surrendering its MorphoSys ADSs to the ADS Depositary, paying any governmental charges, cable fees or other charges payable in connection with such surrender and withdrawal (except for any transfer, documentary, sales, use, stamp, registration, value-added and other similar taxes and fees, which shall be paid by the Bidder) and otherwise complying with the terms and conditions of the ADS Deposit Agreement. In addition, a MorphoSys ADS Holder will have to provide details of a securities account with a Custodian Bank offering custody services for MorphoSys Shares to which the underlying MorphoSys Shares can be delivered and then arrange to tender the MorphoSys Shares from that account in accordance with the procedures described in Sec. 13.1 of the Offer Document. The ADS Depositary’s cancellation fee of USD 0.05 per MorphoSys ADS will be borne by the Bidder.

Information on how to surrender MorphoSys ADSs and withdraw MorphoSys Shares can be obtained by contacting the ADS Depositary at email: drsettlements@bnymellon.com by calling +1 (212) 815-2231 (New York) or +353 1-900-3466 (Dublin). The process of withdrawing and tendering MorphoSys Shares may take several days, so holders that wish to do this should allow ample time to complete all required steps before the expiration of the Acceptance Period.

14.

FINANCING OF THE OFFER

14.1

Maximum consideration

According to information published by MorphoSys as of the date of the Offer Document, the total number of MorphoSys Shares issued amounts to 37,716,423. At the time of the publication of the Offer Document, no MorphoSys Shares are directly held by the Bidder.

For the purpose of securing the consideration, the Bidder is required to assume that any Stock Options exercisable prior to the expiry Acceptance Period are exercised and that the underlying new MorphoSys Shares are issued. 244,876 Stock Options are outstanding (see Sec. 7.2.3 of the Offer Document). Therefore, up to 244,876 additional Stock Options may be issued until expiration of the Acceptance Period under the Incentive Plans (the “New MorphoSys Shares”) (see Sec. 7.2.3 of the Offer Document). There is no entitlement for the issuance of MorphoSys Shares under the Restricted Stock Unit and the Performance Share Unit (see Sec. 7.2.3 of the Offer Document) and MorphoSys will not issue MorphoSys Shares under these programs until the expiry of the Acceptance Period, which is why these are not being considered when calculating the maximum offer consideration.

Given that the conversion price under the Convertible Bonds is substantially higher than the Offer Price per MorphoSys Share, the Bidder can assume that holders of Convertible Bonds will refrain from executing their Conversion Right and that no new MorphoSys Shares will be issued thereunder (see Sec. 7.2.2 of the Offer Document).

If the Delisting Purchase Offer were to be accepted for all MorphoSys Shares and all New MorphoSys Shares not directly held by the Bidder (i.e., for 37,961,299 MorphoSys Shares), the Bidder’s payment

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obligation to the MorphoSys Securityholders accepting the Delisting Purchase Offer would thus equal EUR 2,581,368,332.00 (i.e., the Offer Price of EUR 68.00 per MorphoSys Share multiplied by 37,961,299 MorphoSys Shares including New MorphoSys Shares) (the “Theoretical Number of MorphoSys Shares”).

Further, it is expected that the Bidder (and/or Novartis AG) will incur transaction costs related to the Delisting Purchase Offer and the settlement thereof which amount to up to approx. EURm 1 (the “Transaction Costs”).

The Bidder’s maximum total costs for the acquisition of the Theoretical Number of MorphoSys Shares on the basis of the Delisting Purchase Offer would, thus, amount, including the Transaction Costs, to a maximum of EUR 3,581,368,332.00 (the “Total Offer Costs”).

14.2

Non-Tender Agreement and Security Blockage Agreement as essential financing measures; Potential Total Offer Costs

As essential financing measures, the Bidder has concluded the Non-Tender Agreement and the Security Blockage Agreement as described in detail at Sec. 8.3 of the Offer Document above. According to these agreements, Novartis BidCo Germany undertakes, among other things, not to tender the 34,337,809 MophoSys Shares it holds in the course of the Delisting Purchase Offer. The Bidder therefore expects that no offer consideration will be payable in respect of 34,337,809 MorphoSys Shares. Hence, taking into account the 34,337,809 MorphoSys Shares held directly by Novartis BidCo Germany, the Delisting Purchase Offer can potentially be accepted only for 3,378,614 MorphoSys Shares and further 244,876 New MorphoSys Shares. On the basis of the Offer Price of EUR 68.00 per MorphoSys Share, the offer consideration required if all of these MorphoSys Shares and New MorphoSys Shares were tendered into the Delisting Purchase Offer would amount to EUR 246,397,320.00. Therefore, the total costs of acquiring these MorphoSys Shares and New MorphoSys Shares including the Transaction Costs amount to approximately EUR 247,397,320.00 (the “Potential Total Offer Costs”).

14.3

Further Financing measures

Before publishing the Offer Document, the Bidder has taken the further following necessary measures to ensure that the funds necessary for complete fulfillment of the Delisting Purchase Offer will be available to it in due time.

Besides the conclusion of the Non-Tender Agreement and the Security Blockage Agreement (see Sec. 14.2 of the Offer Document), the Bidder has secured the necessary financial means to meet its payment obligations at settlement under the Delisting Purchase Offer by having arranged for cash and committed funds, which will be made available to the Bidder (directly or indirectly) in the form of equity capital and/or shareholder loans or similar instruments for this purpose by Novartis AG. By a credit facility dated 20 March 2024, Novartis Pharma has undertaken towards the Bidder to provide the Bidder in due time with the necessary financial means to settle the Delisting Purchase Offer. The term of the commitment is until 31 December 2025. The applicable interest rate is newly fixed for each calendar month. The applicable interest rates were 1.69% for the months of April and May 2024, and 1.66% for June 2024. There are no conditions to the credit facility which the Bidder expects not to be met at closing of the Delisting Purchase Offer.

Novartis Pharma has sufficient funds available to fulfil its commitment towards the Bidder.

The Bidder has thus taken the measures necessary to ensure that it will, on the relevant date, have funds available in the amount of the Potential Total Offer Costs.

14.4

Confirmation of Financing

Deutsche Bank Aktiengesellschaft, with registered office in Frankfurt am Main, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main, Germany, under the company number HRB 30000, an investment service provider that is independent of the Bidder, has issued the required financing confirmation pursuant to Sec. 13 para. 1 sentence 2 WpÜG dated 20 June 2024, which is attached as Annex 3.

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15.

EXPECTED EFFECTS OF A SUCCESSFUL OFFER ON THE ASSETS, LIABILITIES, FINANCIAL POSITION AND RESULTS OF THE BIDDER AND NOVARTIS AG

15.1

Starting point and assumptions

The information, views and forward-looking statements contained in Sec. 15 of the Offer Document and the accompanying remarks in relation to the expected effects of a successful Delisting Purchase Offer on the Bidder and Novartis AG as a person acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG are based, in particular, on the following starting point and assumptions:

(a)

Starting point

•

The share capital of MorphoSys currently amounts to EUR 37,716,423.00 and is divided into 37,716,423 no-par value bearer shares.

•

The Bidder acquired a total of 29,336,378 MorphoSys Shares under the Previous Takeover Offer and paid an offer consideration of approx. EURm 1,995 (see Sec. 6.7.1 of the Offer Document).

•

In the context of the Previous Takeover Offer, Novartis AG incurred transaction costs in the amount of EUR 19,500,000.00.

•

In addition, in the period from 12 April 2024 to 16 April 2024, the Bidder acquired a total of a further 4,360,100 MorphoSys Shares via the stock exchange and in June 2024 further 641,331 MorphoSys Shares via over-the-counter trading (see Sec. 6.7.2 and Sec. 6.7.3 of the Offer Document) (together the “Side Purchases”)

•

As a result of the Contribution, the Bidder has contributed a total of 34,337,809 MorphoSys Shares to Novartis BidCo Germany, a wholly-owned subsidiary of the Bidder (see Sec. 6.7.4 of the Offer Document).

•

At the time of publication of the Offer Document, therefore no MorphoSys Shares are directly held by the Bidder, and Novartis BidCo Germany, a subsidiary of the Bidder and a person acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG, directly holds 34,337,809 MorphoSys Shares, corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys.

•

At the time of publication of the Offer Document, approx. EURm 2,3358 have been drawn by Bidder under the intercompany credit facility to fund the Previous Takeover Offer.

•

Novartis AG injected EURm 509 of equity into Bidder.

•

At the time of publication of the Offer Document, approx. EURm 230 can be drawn under the intercompany credit facility for the purchase of the Maximum Number of MorphoSys Shares (as defined below under para.(b) of the Offer Document).

(b)

Assumptions

•

No MorphoSys Shares will be issued from conversions of the Convertible Bonds.

•

No New MorphoSys Shares will be issued under the Incentive Plans.

•

In accordance with the Non-Tender Agreement and the Security Blockage Agreement (see above under Sec. 8.3 of the Offer Document), Novartis BidCo Germany will not tender its 34.337.809 directly held MorphoSys Shares.

•

The Bidder acquires 3,378,614 MorphoSys Shares (the “Maximum Number of MorphoSys Shares”) at the Offer Price of EUR 68.00 per MorphoSys Share which amounts to a total purchase price for all shares of EUR 229,745,752.00 (i.e., the Offer Price of EUR 68.00 per MorphoSys Share multiplied by 3,378,614 MorphoSys Shares).

8

Conversion rate of EUR 1.0152 per CHF 1.00.

9

Conversion rate of EUR 1.0247 per CHF 1.00.

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•

Novartis AG will incur Transaction Costs of up to EURm 1. The Transaction Costs will not be capitalized but will be expensed as incurred resulting in a corresponding reduction in equity (retained earnings) and will be paid in cash and cash equivalents.

•

It is assumed that the Bidder will utilize the approximately EURm 230 under the intercompany credit facility to fund the purchase of the Maximum Number of MorphoSys Shares.

•

It is assumed that Novartis AG will inject further EURm 5710 of equity into Bidder.

•

Apart from the proposed acquisition of the Maximum Number of MorphoSys Shares and the acquisitions in the course Previous Takeover Offer as well as the Side Purchases (as described in Sec. 15.3 below), no other effects on the assets, financial position and results of the Bidder are accounted for in the following presentation that may yet arise in the future.

•

Earnings of the Bidder will in the future consist of income from the shareholding in MorphoSys in the form of dividend payments. For purposes of the analysis set forth below, the amount of such dividends has been based on the amount of EUR 0.00 per MorphoSys Share, since MorphoSys has not distributed any dividends in the past years.

15.2

Methodology and reservations

The assessment of the likely effects of the Delisting Purchase Offer on the assets, liabilities, financial position and results of the Bidder and Novartis AG is based on preliminary and unaudited estimates by the Bidder with respect to the balance sheet positions and the results of the Bidder if MorphoSys had been completely acquired as of 31 December 2023 (i.e., the last day of fiscal year 2023) on the basis of the financial figures published by MorphoSys for the fiscal year 2023.

The financial figures of Bidder used herein are derived from Novartis AG’s consolidated financial statements, prepared in accordance with IFRS Accounting Standards as issued by the IASB, for the fiscal year ended 31 December 2023. The financial figures of Novartis AG used herein are taken from Novartis AG’s consolidated financial statements, prepared in accordance with IFRS Accounting Standards as issued by the IASB, for the fiscal year ended 31 December 2023, as published in its annual report 2023. The financial figures of MorphoSys Group used herein are taken from MorphoSys’ consolidated financial statements, prepared in accordance with IFRS Accounting Standards as adopted by the EU, for the fiscal year ended 31 December 2023, as published in its annual report 2023.

Except for the intended acquisition of the Maximum Number of MorphoSys Shares pursuant to the Delisting Purchase Offer and the expenses related thereto as well as the acquisitions in the course Previous Takeover Offer as well as the Side Purchases, no other effects on the assets, liabilities, financial position or results of the Bidder which have occurred since the fiscal year ended 31 December 2023 or which may occur in the future have been taken into account in the financial figures used herein, as their impact, if any, cannot be accurately predicted.

The precise amount of costs and expenses in connection with the Delisting Purchase Offer (including the Transaction Costs) for the Bidder can only be finally determined after the Delisting Purchase Offer has been completed and the number of Tendered MorphoSys Shares has been determined.

Therefore, the exact amount of the Transaction Costs will not be known until completion of the Delisting.

There has been no adjustment to the financial figures of the Bidder, Novartis AG or MorphoSys for tax impacts from the Previous Takeover Offer and the Delisting, for differences in the application of IFRS Accounting Standards by MorphoSys as compared to those applied by the Bidder and Novartis AG.

In accordance with IFRS Accounting Standards, acquired businesses are accounted for by applying the acquisition method. The acquisition method requires that the assets acquired and liabilities assumed be recorded at their respective fair values on the date the acquiror obtains control. The excess of the fair value of the total purchase consideration transferred over the fair value of the acquired assets and assumed liabilities

10

Conversion rate of EUR 1.0247 per CHF 1.00.

64

is recognized as goodwill. The valuations are based on information available at the acquisition date. Acquisition related transaction costs are expensed as incurred.

The IFRS Accounting Standards acquisition method purchase price allocations of the Bidder will not be known until completion of the Delisting. As a result, the final IFRS Accounting Standards acquisition method accounting impacts will not be known until completion of the Delisting.

The consolidated financial statements of Novartis AG are presented in USD. The consolidated financial statements of MorphoSys are presented in EUR. For comparability of the financial figures presented herein, a convenience translation was made of the Novartis AG USD financial figures to EUR. For the convenience translation, the Bidder balance sheet and Novartis AG consolidated balance sheet figures presented herein were converted to EUR using the 31 December 2023 exchange rate of USD 1.00: EUR 0.9040 and the Novartis AG consolidated income statement figures presented herein were converted to EUR using the fiscal year 2023 average rate of USD 1.00: EUR 0.9236.

15.3

Expected effects on the individual financial statements of the Bidder

The acquisition of MorphoSys Shares pursuant to the Delisting Purchase Offer will, according to the estimates of the Bidder, have the following effects on the assets, liabilities, financial position and results of the Bidder on the basis of the starting point and assumptions described above.

15.3.1

Expected effects on the unconsolidated balance sheet of the Bidder

Subject to the reservations, assumptions and explanations set forth in this Sec. 15 of the Offer Document and based on its current assessments, the Bidder believes that the completion of the Delisting will have the following effects on its individual balance sheet as of 31 December 2023 (simplified and unaudited; differences from arithmetic results (if any) are due to commercial rounding):

In millions of EUR (EURm)	Bidder balance sheet as of 31 December 2023		Total changes through Debt and Equity Funding		Changes through completion of the Previous Takeover Offer, the Side Purchases and the Contribution		Expected changes through Delisting Purchase Offer		Expected Bidder balance sheet after completion of the Delisting Purchase Offer
ASSETS	​	​	​	​	​	​	​	​	​	​
Financial investments	​	0	​	0	​	2,335	​	230	​	2,565
Cash and cash equivalents	​	0	​	2,672	​	-2,335	​	-230	​	107
Other assets	​	3	​	0	​	0	​	0	​	3
Total assets	​	3	​	2,672	​	0	​	0	​	2,675
EQUITY AND LIABILITIES	​	​	​	​	​	​	​	​	​	​
Equity	​	1	​	107	​	0	​	0	​	108
Liabilities	​	2	​	2,565	​	0	​	0	​	2,567
Total equity and liabilities	​	3	​	2,672	​	0	​	0	​	2,675

Compared to the balance sheet of the Bidder as of 31 December 2023, the following main changes have already occurred following the funding of the Previous Takeover Offer and the Delisting Purchase Offer as well as the completion of the Previous Takeover Offer, the Side Purchases and the Contribution:

•

To fund the acquisition of the Maximum Number of MorphoSys Shares, the 29,336,378 MorphoSys Shares in the course of the Previous Takeover Offer, the acquisition of 5,001,41 MorphoSys Shares in the course of the Side Purchases and its operations, the Bidder has received funds through debt and equity funding:

•

Total assets have increased from EURm 3 by EURm 2,672 to EURm 2,675.

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•

Cash and cash equivalents have increased from EURm 0 by EURm 2,672 to EURm 2,672.

•

Total equity and liabilities have increased from EURm 3 by EURm 2,672 to EURm 2,675.

•

Equity has increased from EURm 1 by EURm 107 to EURm 108 due to the equity contribution.

•

Liabilities have increased from EURm 2 by EURm 2,565 to EURm 2,567 due to the credit facility.

•

In the context of the completion of the Previous Takeover Offer and the Side Purchases, the Bidder paid in the total EURm 2,335 for the acquisition of in total 34,337,809 MorphoSys Shares:

•

Total assets have not been affected by the closing of the Previous Takeover Offer and the Side Purchases. However, the payment of the consideration and the acquisition of MorphoSys Shares have the following effects on the balance sheet items of the assets:

•

Financial investments have increased from EURm 0 by EURm 1,995 to EURm 1,995 due to the acquisition of the 29,336,378 MorphoSys Shares in the course of the Previous Takeover Offer. Financial investments have further increased from EUR 1,995 by EURm 340 to EURm 2,335 due to the acquisition of 5,001,431 MorphoSys Shares in the course of the Side Purchases. In the meantime, the Bidder has contributed the MorphoSys-Shares acquired through the Previous Takeover Offer and the Side Purchases to Novartis BidCo Germany, in which it holds a 100% interest. The Contribution had no effect on the balance sheet of the Bidder. However, the financial investment is no longer the direct holding of MorphoSys, but the indirect holding of MorphoSys through German BidCo.

•

Cash and cash equivalents have decreased from EURm 2,672 by EURm 1,995 to EURm 677 due to the payment of the offer consideration. Furthermore, cash and cash equivalents have decreased by EURm 340 from EURm 677 to EURm 337 due to the payment of the consideration for the Side Purchases.

•

Total equity and liabilities have not been affected by the closing of the Previous Takeover Offer.

In addition, the following further changes are expected to occur in the Bidder’s balance sheet with completion of the Delisting Purchase Offer:

•

By way of the closing of the Delisting Purchase Offer, the Bidder will pay the offer consideration and receive the Maximum Number of MorphoSys Shares:

•

Total assets will hereby not be affected. However, the payment of the offer consideration and the acquisition of MorphoSys Shares will have the following effects on the balance sheet items of the assets:

•

Financial investments will increase from EURm 2,335 by EURm 230 to EURm 2,565 due to the acquisition of the Maximum Number of MorphoSys Shares.

•

Cash and cash equivalents will decrease from EURm 337 by EURm 230 to EURm 107 due to the payment of the offer consideration.

•

Total equity and liabilities will not be affected by the closing of the Delisting Purchase Offer.

15.3.2

Expected effects on the income statement of the Bidder

Future income of the Bidder will mainly consist of income from its investment in MorphoSys. The amount of future income is uncertain, because MorphoSys has not distributed any dividends in the past. For the financial year 2024, the Bidder expects a dividend of EUR 0.00 per dividend bearing MorphoSys Share, provided that the Bidder acquires all shares in MorphoSys, the Bidder expects that the earnings from its investment in MorphoSys would equal approximately EURm 0 for the financial year 2024.

The Bidder will also pay interest on the loan at a not yet known rate. The applicable interest rate is newly fixed for each calendar month. The applicable interest rates were 1.69% for the months of April and May 2024, and 1.66% for June 2024.

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15.4

Expected effects on the consolidated financial statements of Novartis AG

The preparation of the following information is exclusively carried out to meet statutory requirements pursuant to WpÜG in the context of the Delisting Purchase Offer. The following statements regarding the consolidated assets, liabilities, financial position and results of Novartis AG are subject to the assumptions and reservations as described in this Sec. 15 of the Offer Document and as a result the exact effect of the acquisition of MorphoSys Shares on Novartis AG’s future consolidated financial statements cannot be predicted as of today.

15.4.1

Expected effects on the consolidated balance sheet of Novartis AG

Subject to the reservations, assumptions and explanations set forth in this Sec. 15 of the Offer Document and based on its current assessments, the Bidder believes that the completion of the Delisting will have the following effects on the consolidated balance sheet of Novartis AG as of 31 December 2023 (differences from arithmetic results (if any) are due to commercial rounding):

In millions of EUR (EURm)	Novartis AG consolidated balance sheet as of 31 December 2023		Changes through completion of Previous Takeover Offer and of Side Purchases		Expected changes through Delisting Purchase Offer		Expected Novartis AG consolidated balance sheet after completion of the Delisting Purchase Offer
ASSETS	​	​	​	​	​	​	​	​
Non-current assets	​	62,795	​	3,728	​	0	​	66,523
Current assets	​	27,555	​	-1,541	​	-231	​	25,783
Total assets	​	90,350	​	2,187	​	-231	​	92,306
EQUITY AND LIABILITIES	​	​	​	​	​	​	​	​
Equity	​	42,262	​	201	​	-231	​	42,241
of which attributable to Novartis AG shareholders	​	42,187	​	-20	​	-1	​	42,166
of which attributable to non-controlling interests	​	75	​	230	​	-231	​	75
Liabilities	​	48,088	​	1,977	​	0	​	50,065
Total equity and liabilities	​	90,350	​	2,187	​	-231	​	92,306

Compared to the consolidated balance sheet of Novartis AG as of 31 December 2023, the following main changes have already occurred in the consolidated balance sheet of Novartis AG with completion of the Previous Takeover Offer and the Side Purchases.

•

Compared to the consolidated balance sheet of Novartis AG as of 31 December 2023, mainly the following changes have been made in the course of the Previous Takeover Offer and the Side Purchases:

•

The total assets have increased from EURm 90,350 by EURm 2,187 to EURm 92,537.

•

Non-current assets have increased from EURm 62,795 by EURm 3,728 to EURm 66,523 due to the consolidation of MorphoSys’ non-current assets (expected fair value of the non-current assets of the MorphoSys Group and the resulting goodwill).

•

Current assets have decreased from EURm 27,555 by EURm 1,541 to EURm 26,014. A decrease of EURm 1,995was due to the payment of the offer consideration for the MorphoSys Shares acquired through the Previous Takeover Offer and a decrease of EURm 20 has come from transaction costs of the Bidder paid by Novartis AG in cash and cash equivalents. A further decrease of EURm 340 resulted from the payment of the consideration for the MorphoSys Shares acquired as part of the Side Purchases. An increase of EURm 814 has come from the estimated fair value of the current assets of the MorphoSys Group.

•

Total equity and liabilities have increased from EURm 90,350 by EURm 2,187 to EURm 92,537.

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•

Equity has increased from EURm 42,262 by EURm 210 to EURm 42,472 due to transaction costs of the Bidder paid by Novartis AG in cash and cash equivalents (-EURm 20) and the increase in non-controlling interests (EURm 230).

•

Liabilities have increased from EURm 48,088 by EURm 1,977 to EURm 50,065 due to the consolidation of MorphoSys’ liabilities (expected fair value of the liabilities of the MorphoSys Group).

In addition, the following changes are expected to occur in the consolidated balance sheet of Novartis AG with completion of the Delisting Purchase Offer:

•

Further, the following main changes will be expected in the course of the Delisting Purchase Offer:

•

The Total assets will decrease from EURm 92,537 by EURm 231 to EURm 92,306.

•

Non-current assets will not change in the course of the completion of the Delisting Purchase Offer.

•

Current assets will decrease from EURm 26,014 by EURm 231 to EURm 25,783. A decrease of EURm 230 will come from the payment of the consideration for the Maximum Number of MorphoSys Shares and a decrease of EURm 1 will come from transaction costs of the Bidder paid by Novartis AG in cash and cash equivalents.

•

Total equity and liabilities will decrease from EURm 92,537 by EURm 231 to EURm 92,306.

•

Equity will decrease from EURm 42,472 by EURm 231 to EURm 42,241 due to the change in non-controlling interests of EURm 230 and transaction costs of EURm 1 of the Bidder paid by Novartis AG in cash and cash equivalents.

•

Liabilities will not be affected by the completion of the Delisting Purchase Offer.

15.4.2

Expected effects on the consolidated income statement of Novartis AG

In financial year ended 31 December 2023, Novartis AG achieved consolidated net sales from continuing operations of EURm 41,969 and consolidated net income from continuing operations of EURm 7,917. In financial year ended 31 December 2023, MorphoSys Group achieved revenues of EURm 238 and had a consolidated net loss of EURm 190.

16.

POTENTIAL EFFECTS FOR MORPHOSYS SECURITYHOLDERS WHO DO NOT ACCEPT THE DELISTING PURCHASE OFFER

MorphoSys Securityholders who do not intend to accept the Delisting Purchase Offer should take the following into account:

(a)

For a description of the Delisting and the potential consequences resulting thereof, see Sec. 9.1 of the Offer Document.

(b)

MorphoSys Shares in respect of which the Delisting Purchase Offer is not accepted may still be traded on the FSE for as long as they remain listed. However, the present stock market price of the MorphoSys Shares reflects the fact that the Bidder published its decision to launch the Delisting Purchase Offer on 20 June 2024. It is uncertain whether, following settlement of the Delisting Purchase Offer, the stock market price of the MorphoSys Shares will remain at its present level or rise above it or fall below it. The Bidder further points out that a stock exchange price for MorphoSys Shares on the regulated market (regulierter Markt) of the FSE will no longer be available once the Delisting has become effective, i.e. expectedly in August 2024, but not before the expiry of the Acceptance Period.

(c)

In the Delisting Agreement MorphoSys has undertaken to file a Delisting Application no later than one (1) week prior to the expiry of the Acceptance Period. Even if the Delisting Application should be delayed, the settlement of the Delisting Purchase Offer may already result in a reduction of the free float of the issued MorphoSys Shares. It is further expected that the supply and the demand for MorphoSys Shares will be less than today after settlement of the Delisting Purchase

68

Offer and therefore that the liquidity of MorphoSys Shares will decrease. It will therefore be possible that buy and sell orders with respect to MorphoSys Shares cannot be executed or cannot be executed within the envisioned timeframe. Moreover, the possible limitation of the liquidity of the MorphoSys Shares could result in the substantially heavier price fluctuation of the MorphoSys Share in the future.

(d)

Following the Delisting Purchase Offer, the MorphoSys Shares will no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, will no longer be permitted for use as collateral for loans made by brokers.

(e)

Following the settlement of the Previous Takeover Offer and the Contribution, the Bidder indirectly has the required voting majority at the general meeting of MorphoSys to enforce all important structural and other measures under corporate law at the general meeting of MorphoSys. This includes, for example, election and dismissal of shareholder representatives of the Supervisory Board, granting or rejecting discharge of Management Board or Supervisory Board members, amendments to the articles of association, capital increases and, if the majority requirements under statutory law and articles of association have been satisfied, exclusion of subscription rights for shareholders in capital measures as well as reorganizations, mergers and dissolution of MorphoSys. Only in the case of some of the aforementioned measures would Novartis BidCo Germany, as direct majority shareholder of MorphoSys, be obliged under German law to submit to the minority shareholders, on the basis of a company valuation of MorphoSys, an offer to acquire their MorphoSys Shares in exchange for reasonable compensation or to grant other compensation. Because such company valuation would have to be based on circumstances existing at the time of the resolution adopted by the MorphoSys general meeting for the respective measure, such offer for compensation could be equivalent in value to the Offer Price but it could also be lower or higher.

(f)

On 20 June 2024, Novartis BidCo Germany announced to the Management Board its intention to carry out the Squeeze-Out Merger, i.e. the transfer of the MorphoSys Shares held by the Minority Shareholders to Novartis BidCo Germany as the principal shareholder (Hauptaktionär) in return for payment of an appropriate cash settlement pursuant to Sec. 62 para. 5 UmwG, 327a et seqq. AktG (for a detailed description see Sec. 9.6.2 of the Offer Document).

(g)

Following completion of the Delisting, MorphoSys will terminate the ADS Deposit Agreement, pursuant to which the ADS Depositary maintains an ADS facility for the MorphoSys Shares. Once the ADS Deposit Agreement is terminated, MorphoSys ADS Holders will only have the right to receive MorphoSys Shares underlying MorphoSys ADSs upon surrender of MorphoSys ADSs and payment of applicable fees of the ADS Depositary. At any time after the date of termination, the ADS Depositary may sell the remaining deposited MorphoSys Shares held under the ADS Deposit Agreement and hold the proceeds of such sale for the benefit of holders of MorphoSys ADSs that have not been surrendered. Regardless of such termination of the ADS Deposit Agreement, if the Delisting Purchase Offer is consummated, the number of MorphoSys ADSs outstanding is expected to be reduced, which is expected to reduce the liquidity and market value of both the MorphoSys ADSs and their underlying MorphoSys Shares.

17.

RIGHTS OF WITHDRAWAL

17.1

Right of withdrawal without giving reason

Prior to the publication of the Offer Document, the Bidder obtained exemptive and no-action relief from certain provisions of U.S. securities laws from the SEC Staff as described in Sec. 21 of the Offer Document. Such relief affects, in particular, MorphoSys Securityholders’ withdrawal rights.

MorphoSys Securityholders who accept the Delisting Purchase Offer during the Acceptance Period may, on the basis of a withdrawal right granted by the Bidder, withdraw their declared acceptance in respect of their MorphoSys Shares at any time until the end of the Acceptance Period, without having to give any reason.

MorphoSys Securityholders who have exercised their right of withdrawal may re-accept the Delisting Purchase Offer only prior to the end of the Acceptance Period.

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17.2

Right of withdrawal in the event of an amendment of the Delisting Purchase Offer as well as in the event of the launch of a Competing Offer

Notwithstanding the rights described in Sec. 17.1 of the Offer Document MorphoSys Securityholders who have accepted the Delisting Purchase Offer have the following withdrawal rights:

(a)

In the event of an amendment of the Delisting Purchase Offer pursuant to Sec. 21 para. 1 WpÜG, MorphoSys Securityholders may, until expiry of the Acceptance Period, withdraw from the contracts concluded as a result of acceptance of the Delisting Purchase Offer pursuant to Sec. 21 para. 4 WpÜG, if and to the extent that they have accepted the Delisting Purchase Offer prior to publication of the amendment of the Delisting Purchase Offer.

(b)

In the event of a Competing Offer pursuant to Sec. 22 para. 1 WpÜG, MorphoSys Securityholders may, until expiry of the Acceptance Period, withdraw from the contracts concluded as a result of acceptance of the Delisting Purchase Offer pursuant to Sec. 22 para. 3 WpÜG, if and to the extent that they have accepted the Delisting Purchase Offer prior to publication of the offer document for the Competing Offer.

17.3

Exercise of the right of withdrawal

MorphoSys Shareholders may exercise a right of withdrawal in respect of the MorphoSys Shares pursuant to Sec. 17.1 and Sec. 17.2 of the Offer Document only by:

(a)

declaring their withdrawal in writing or in text form to their Custodian Bank for a specified number of Tendered MorphoSys Shares, where in the event that no number is specified, the withdrawal will be deemed to have been declared for all of the Tendered MorphoSys Shares of the MorphoSys Shareholder concerned; and

(b)

instructing their Custodian Bank to cause such number of Tendered MorphoSys Shares held in their securities deposit accounts as is equivalent to the number of Tendered MorphoSys Shares in respect of which they have declared their withdrawal to be rebooked to ISIN DE0006632003 at Clearstream.

Withdrawal takes place when the withdrawing MorphoSys Shareholder sends a declaration in writing or in text form to the Custodian Bank during the Acceptance Period and the Custodian Bank rebooks the Tendered MorphoSys Shares for which the withdrawal is being declared to the original ISIN DE0006632003 at Clearstream. The Custodian Bank is required, without undue delay, after receiving the declaration of withdrawal in writing or in text form, to cause the Tendered MorphoSys Shares for which withdrawal is being declared to be rebooked to ISIN DE0006632003 at Clearstream. The MorphoSys Shares may again be traded under ISIN DE0006632003 immediately after rebooking. The MorphoSys Shares are considered to be rebooked in a timely fashion if this has been done at the latest by 18:00 hours Frankfurt am Main local time / 12:00 hours New York local time on the second (2nd) FSE Trading Day after the end of the Acceptance Period.

17.4

Exercise of the right of withdrawal with respect to MorphoSys ADSs

This Sec. 17.4 applies exclusively to MorphoSys ADS Holders who accepted the Delisting Purchase Offer for MorphoSys Shares represented by MorphoSys ADSs and wish to exercise their rights of withdrawal.

For a withdrawal of a tender of MorphoSys Shares represented by MorphoSys ADSs to be effective, a written notice of withdrawal must be received by the ADS Tender Agent at the address set forth in Sec. 13.2 of the Offer Document by the end of the Acceptance Period. Any such notice of withdrawal must specify:

(a)

the name of the person who tendered the MorphoSys ADSs to be withdrawn; and

(b)

the number of MorphoSys ADSs to be withdrawn and the name of the holder of such MorphoSys ADSs, if the name is different from the person who tendered such MorphoSys ADSs. If MorphoSys ADRs evidencing MorphoSys ADSs to be withdrawn have been delivered to the ADS Tender Agent, then, prior to the physical release of such MorphoSys ADRs, the certificate

70

numbers shown on such MorphoSys ADRs must be submitted to the ADS Tender Agent. The signature(s) on the notice of withdrawal must be medallion guaranteed, if the original ADS Letter of Transmittal required a signature guarantee. If MorphoSys Shares represented by MorphoSys ADSs have been tendered for sale pursuant to the procedure for the acceptance of the Delisting Purchase Offer as set forth in clause (iii) of Sec. 13.2.2 any declaration of withdrawal must specify the name and number of the account at the DTC to be credited with the withdrawn MorphoSys ADSs or must otherwise comply with DTC’s procedures.

Notwithstanding this, MorphoSys ADS Holders whose MorphoSys ADSs are held in a securities account with a broker or other securities intermediary that is a direct or indirect participant in DTC may withdraw tenders electronically through DTC in the same manner as their acceptance.

MorphoSys ADS Holders that have tendered their MorphoSys ADSs in accordance with Sec. 13.2 of the Offer Document will not be able to withdraw or trade tendered MorphoSys ADSs between the end of the Acceptance Period and settlement of the Delisting Purchase Offer.

18.

PAYMENT OF MONEY OR OTHER CASH-EQUIVALENT BENEFITS GRANTED OR SUGGESTED TO MANAGEMENT BOARD MEMBERS OR SUPERVISORY BOARD MEMBERS OF MORPHOSYS AND POSSIBLE CONFLICTS OF INTEREST

After completion of the Previous Takeover Offer, Heinrich Moisa, Romain Lege and Silke Mainka were court appointed as the Supervisory Board members of MorphoSys. These Supervisory Board members as well as one (1) further representative of Novartis, Christian Diehl, shall be proposed as candidates for the election of the Supervisory Board of MophoSys in the next general meeting of MorphoSys (see Sec. 9.5 of the Offer Document).

Besides that, no cash payments or any other cash-equivalent benefits have been granted by the Bidder or by a person acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG either to Management Board members or Supervisory Board members of MorphoSys in connection with the Delisting Purchase Offer, nor have they been specifically suggested to Management Board members or Supervisory Board members. Excepted herefrom would be a payment of the Offer Price to members of the Management Board or Supervisory Board if they would hold MorphoSys Shares and accept the Delisting Purchase Offer.

19.

NO MANDATORY OFFER

As a result of the Previous Takeover Offer and the purchases of MorphoSys Shares outside of the Previous Takeover Offer and the Contribution, the Bidder indirectly holds through Novartis BidCo Germany 34,337,809 MorphoSys Shares, corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys. For this reason, the Bidder already controls MorphoSys within the meaning of Sec. 29 para. 2 WpÜG in conjunction with Sec. 30 para. 1 sentence 1 no. 1, sentence 3 WpÜG, so the Delisting Purchase Offer constitutes a public tender offer and no mandatory offer for the MorphoSys Shares can be triggered as a result of the consummation of the Delisting Purchase Offer.

As described under Sec. 6.7.4, Novartis BidCo Germany was also not obliged to make a mandatory offer addressed to MorphoSys Securityholders following the Contribution.

20.

TAXES

The Bidder recommends that prior to accepting the Delisting Purchase Offer, MorphoSys Securityholders obtain tax advice on the tax consequences of acceptance of the Delisting Purchase Offer, taking into account their personal circumstances.

20.1

U.S. Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax considerations related to the Delisting Purchase Offer that may be relevant to U.S. Holders of MorphoSys Shares or MorphoSys ADSs whose MorphoSys Shares (or the MorphoSys Shares underlying their MorphoSys ADSs) are tendered and accepted

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for payment pursuant to the Delisting Purchase Offer. The summary is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing, and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the U.S. Internal Revenue Service (the “IRS”) will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS.

This summary applies only to U.S. Holders who hold their MorphoSys Shares or MorphoSys ADSs, as applicable, as capital assets within the meaning of Sec. 1221 of the Code (generally, property held for investment). The summary is not a complete description of all of the tax considerations related to the Delisting Purchase Offer and in particular, does not address many of the tax considerations that may be relevant to a securityholder in light of his, her or its particular circumstances or that may be applicable to securityholders that may be subject to special tax rules, including, without limitation: non-U.S. taxpayers; small business investment companies; banks, certain financial institutions or insurance companies; real estate investment trusts, regulated investment companies or grantor trusts; dealers or traders in securities, commodities or currencies; persons that mark their securities to market; cooperatives; tax-exempt entities; retirement plans; certain former citizens or long-term residents of the United States; persons that received MorphoSys Shares or MorphoSys ADS as compensation for the performance of services; persons that hold MorphoSys Shares or MorphoSys ADSs as part of a “hedging,” “integrated,” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes; partnerships (including entities or arrangements classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or persons that hold MorphoSys Shares or MorphoSys ADSs through such an entity; S corporations; persons whose functional currency is not the USD; persons that own directly, indirectly, or through attribution 10% or more of the voting power or value of the outstanding MorphoSys Shares; persons holding MorphoSys Shares in connection with a trade or business conducted outside the United States. In addition, this discussion does not address persons that are or may be deemed to be resident in a country other than the United States or that have a permanent establishment in a country other than the United States for purposes of any tax treaty. Moreover, this summary does not address the U.S. federal estate tax or gift tax, the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, the alternative minimum tax, or any other applicable non-income tax laws, or any applicable state, local or non-U.S. tax laws.

The term “U.S. Holder” means a beneficial owner of MorphoSys Shares or MorphoSys ADSs that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the United States; (b) a corporation, or an entity or arrangement classified as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (d) a trust, if (i) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have authority to control all of the trust’s substantial decisions or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

This discussion does not address tax considerations that may be relevant to persons who are not U.S. Holders.

In general, it is expected that a U.S. Holder who owns MorphoSys ADSs will be treated as the owner of the underlying MorphoSys Shares represented by those MorphoSys ADSs for U.S. federal income tax purposes. The remainder of this discussion assumes that a U.S. Holder of MorphoSys ADSs will be treated in this manner. Accordingly, generally no gain or loss will be recognized if a U.S. Holder exchanges MorphoSys ADSs for the underlying MorphoSys Shares represented by those MorphoSys ADSs. Accordingly, each reference to “MorphoSys Shares” in the remainder of this Sec. 20.1 of the Offer Document generally means “MorphoSys Shares or MorphoSys ADSs, as applicable,” unless the context requires otherwise.

If a partnership, or any other entity or arrangement classified as a partnership for U.S. federal income tax purposes, holds MorphoSys Shares, the tax treatment of a person treated as a partner in such partnership will generally depend upon the status of the partner and the partnership’s activities. Accordingly, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes

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that hold MorphoSys Shares, and persons treated as partners in such entities or arrangements, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Delisting Purchase Offer.

MorphoSys Securityholders are urged to consult their tax advisors as to the specific tax considerations that may be relevant to them related to the Delisting Purchase Offer, including the applicability and effect of U.S. federal, state, local, and non-U.S. income, and other tax laws in light of their particular circumstances.

Receipt of Cash in exchange for MorphoSys Shares pursuant to the Delisting Purchase Offer.

The exchange of MorphoSys Shares by U.S. Holders for cash pursuant to the Delisting Purchase Offer will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who exchanges MorphoSys Shares for cash pursuant to the Delisting Purchase Offer will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before the deduction, if any, of any withholding tax) in exchange for MorphoSys Shares pursuant to the Delisting Purchase Offer and the U.S. Holder’s adjusted tax basis in such MorphoSys Shares, in each case as determined in USD. If a U.S. Holder acquired MorphoSys Shares by purchase, the U.S. Holder’s adjusted tax basis in its MorphoSys Shares will generally equal the amount the U.S. Holder paid for the relevant MorphoSys Shares, less any returns of capital that the U.S. Holder might have received with regard to the relevant MorphoSys Shares, in each case as determined in USD.

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, any such gain or loss will generally be long-term capital gain or loss if a U.S. Holder’s holding period for such MorphoSys Shares is more than one (1) year on the date the Delisting Purchase Offer is consummated. Long-term capital gain recognized by certain non-corporate U.S. Holders, including individuals, is generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss is subject to certain limitations. Any capital gain or loss will generally be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes, which will generally limit the availability of foreign tax credits. If a U.S. Holder acquired different blocks of MorphoSys Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of MorphoSys Shares.

Cash amounts paid in Euros will be included in income in a USD amount calculated by reference to the exchange rate in effect on the day the amounts are received by a U.S. Holder, regardless of whether the Euros are converted into USD at that time. A U.S. Holder will have a tax basis in such Euros equal to the USD amount realized. If amounts received in Euros are converted into USD at the spot rate applicable on the day they are received, a U.S. Holder will generally not be required to recognize foreign currency gain or loss in respect of such amounts. A U.S. Holder may have foreign currency gain or loss if the amounts received are converted into USD after the date of receipt. Foreign currency gain or loss will generally be treated as U.S.-source ordinary income or loss.

Passive Foreign Investment Company Considerations

If MorphoSys was treated as a “passive foreign investment company” ​(a “PFIC”) in any taxable year in which a U.S. Holder held MorphoSys Shares, such U.S. Holder will be subject to special rules with respect to any gain recognized pursuant to the Delisting Purchase Offer.

Under the Code, MorphoSys is a PFIC for any taxable year in which either (i) 75% or more of its gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of its assets consist of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, MorphoSys is treated as if it held its proportionate share of the assets of, and received directly its proportionate share of the income of, any other corporation in which it directly or indirectly owns at least 25%, by value, of the shares of such corporation.

Passive income includes, amongst other things, interest, dividends, certain non-active rents and royalties, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and MorphoSys’ goodwill and other unbooked intangibles are taken into account.

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The determination of whether MorphoSys is a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear. Based on the composition of MorphoSys’ income and valuation of MorphoSys’ assets, MorphoSys does not believe that it should be treated as a PFIC in the 2023 taxable year or any prior taxable year. However, a separate determination must be made after the close of each taxable year as to whether MorphoSys is a PFIC for that year. As a result, its PFIC status may change in a future taxable year, including the year of the consummation of the Delisting Purchase Offer. Even if MorphoSys determines that it is not a PFIC for a taxable year, there can be no assurance that the IRS or courts will agree with that conclusion and that the IRS would not successfully challenge that position.

If MorphoSys is treated as a PFIC in the taxable year in which the Delisting Purchase Offer is consummated, or in any prior taxable year during which a U.S. Holder held MorphoSys Shares, gain recognized by a U.S. Holder on the disposition of the MorphoSys Shares in accordance with the Delisting Purchase Offer would be allocated ratably over the U.S. Holder’s holding period for the MorphoSys Shares. The amounts allocated to the taxable year in which the Delisting Purchase Offer is consummated and to any year before MorphoSys became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an additional tax based on the interest charge generally applicable to underpayments of tax would be imposed on the amount allocated to that taxable year. U.S. Holders would not be able to offset any gain recognized in the Delisting Purchase Offer with losses. Certain elections, commonly referred to as a mark-to-market election and a qualified electing fund (“QEF”) election, are available under certain circumstances and may mitigate these adverse consequences. However, because MorphoSys does not believe it was a PFIC in 2023 or any prior taxable year, neither such election is expected to be available.

If a U.S. Holder has held MorphoSys Shares during any year in which MorphoSys is a PFIC, the U.S. Holder must file annual reports, containing such information as the U.S. Department of the Treasury may require on IRS Form 8621 (or any successor form) with respect to MorphoSys, with the U.S. Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form.

U.S. Holders should consult their tax advisors concerning MorphoSys’ potential PFIC status and the potential application of the PFIC rules to the disposition of MorphoSys Shares in accordance with the Delisting Purchase Offer, including the availability and application of the mark-to-market election, the QEF election, or other elections.

U.S. Information Reporting and Backup Withholding.

Payments made to a U.S. Holder in the Delisting Purchase Offer will generally be subject to U.S. federal income tax information reporting and may be subject to backup withholding unless such U.S. Holder properly certifies that (i) such U.S. Holder is a “United States person” as defined in the Code, (ii) the taxpayer identification number provided is correct, and (iii) such U.S. Holder is not subject to backup withholding, or such U.S. Holder otherwise properly demonstrates an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided the required information is timely furnished in the appropriate manner to the IRS.

The U.S. federal income tax considerations set forth above are not intended to constitute a complete description of all tax considerations relating to the Delisting Purchase Offer. Because individual circumstances may differ, each MorphoSys Securityholder is urged to consult its tax advisor regarding the applicability of the rules discussed above to the MorphoSys Securityholder and the particular tax effects to the MorphoSys Securityholder of the Delisting Purchase Offer in light of such holder’s particular circumstances, the application of state, local, non-U.S. and other tax laws.

20.2

Material German Tax Consequences

20.2.1

General

The following is a summary of certain material German tax consequences of the Delisting Purchase Offer to MorphoSys Shareholders whose MorphoSys Shares are tendered and accepted for payment pursuant

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to the Delisting Purchase Offer. This summary does not purport to be a comprehensive description of all German tax considerations that may be relevant and does, inter alia, not address any other German tax than (corporate) income tax and solidarity surcharge thereon (Solidaritätszuschlag) as well as trade tax (e.g., not church tax). It is based on German tax laws, published regulations thereunder and published authoritative case law, all as in effect on the date of the Offer Document, and all of which are subject to change, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the German tax authorities will agree with the views expressed herein, or that a court will not sustain any challenge by the German tax authorities in the event of litigation.

For German tax purposes, a MorphoSys Shareholder may include an individual or entity not holding the legal title to such shares, but to whom, or to which, such shares are, or the income from such shares is, nevertheless attributed, based either on this individual or entity owning an economic interest in such shares or based on specific statutory provisions.

This summary does not constitute tax advice and is intended as a general guide with respect to the aspects described therein. The summary is not a complete description of all of the tax consequences of the Delisting Purchase Offer and it does not purport to describe all possible German tax considerations or consequences that may be relevant to a MorphoSys Shareholder and does not purport to deal with the German tax consequences applicable to all categories of investors, some of which may be subject to special rules. This summary does not address many of the tax considerations that may be relevant to a MorphoSys Shareholder in light of his, her or its particular circumstances. In view of its general nature, this description should be treated with corresponding caution.

This summary in particular, without limitation, does not apply to a MorphoSys Shareholder where such shareholder:

(a)

is an individual and the holder’s income or capital gains derived from the MorphoSys Shares are attributable to employment activities, the income from which is taxable in Germany;

(b)

is a co-entrepreneurship (Mitunternehmerschaft) or (other) partnership; or

(c)

is a company operating in the financial and insurance sectors or a pension fund which are subject to special tax treatment.

MorphoSys Shareholders are urged to consult their own tax advisors as to the specific tax consequences to them of the Delisting Purchase Offer, including the applicability and effect of German tax laws in light of their particular circumstances.

20.2.2

German Tax Consequences for MorphoSys Shareholders With a Tax Residence in Germany Who Tender Their MorphoSys Shares in the Delisting Purchase Offer

(a)

Shares Held as Non-Business Assets

Any gains realized in connection with the Delisting Purchase Offer on the disposal of MorphoSys Shares acquired after 31 December 2008 and held as non-business assets by an individual, who is resident or deemed to be resident in Germany for German income tax purposes (a “German Resident Individual”) are generally — regardless of the holding period — subject to a flat tax rate on capital investment income in Germany of 25% plus the solidarity surcharge (Solidaritätszuschlag) of 5.5% thereon (i.e., 26.375%) in total (see below for the treatment applying in case of a so-called Qualified Holding)). The taxable capital gain is computed from the difference between (i) the proceeds of the disposal and (ii) the acquisition costs of the shares and the expenses related directly and materially to the disposal.

Losses on the sale or disposal of shares can only be used to offset gains made on the sale or disposal of shares (in MorphoSys or in other stock corporations) during the same assessment period or in subsequent assessment periods. There is a proceeding pending at the German Federal Constitutional Court dealing with the question whether such limitation on the loss offsetting could be unconstitutional. Further specific rules apply in connection with such flat tax rate.

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If the shares are held in custody or administered by a domestic bank or financial service institution or a domestic securities institution including the domestic branches of foreign banks and financial service institutions, or if such entity or branch sells the shares and pays out or credits the capital gains (each a “Domestic Paying Agent”), the individual income tax on the capital gains will typically be settled by the Domestic Paying Agent levying the withholding tax on investment income in the amount of 26.375% (including the solidarity surcharge) on the capital gains and remitting such amount to the tax authority for the account of the respective German Resident Individual. The withholding tax rate of 26.375% (including the solidarity surcharge) will be applied to 30% of the gross sales proceeds if the shares were not administered by the same custodian bank since acquisition and the original cost of the shares cannot be verified or such verification is not admissible pursuant to the statutory rules. In this case, the shareholder is entitled to, and in case the actual gain is higher than 30% of the gross proceeds, is required to, verify the original costs of the shares in his or her annual tax return.

If the withholding tax (including the solidarity surcharge) on capital gains is not withheld, the German Resident Individual is required to declare the capital gains in his, her or its income tax return. The income tax (including the solidarity surcharge) on the capital gains will then be collected by way of assessment.

Normally, it is not possible to deduct income-related expenses in connection with capital gains, except for expenses directly related in substance to the disposal, which can be deducted when calculating the capital gains. Only the annual savers’ allowance of EUR 1,000.00 (EUR 2,000.00 for jointly filing individuals) may be deducted from the entire capital investment income.

A shareholder may request that his or her entire capital investment income, along with his or her other taxable income, are subject to the progressive income tax rate instead of the uniform tax rate for private capital investment income if this lowers his or her tax burden. In such case, the base for taxation would be the gross income less the annual savers’ allowance of EUR 1,000.00 (EUR 2,000.00 for jointly filing individuals). The prohibition on deducting income-related costs and the restrictions on offsetting losses also apply to tax assessments based on the progressive income tax rate. Any tax withheld is credited against the income tax so determined, and any overpayment refunded subject to the general requirements.

Regardless of the holding period and the time of acquisition, gains from the disposal of the MorphoSys Shares in connection with the Delisting Purchase Offer are not subject to the flat tax rate but to the individual progressive income tax (plus the solidarity surcharge) at a total tax rate of up to approximately 47.5% in case the German Resident Individual or, in the event of a gratuitous transfer, its legal predecessor(s), directly or indirectly held at least 1% of the share capital of MorphoSys at any point during the five (5) years preceding the disposal (a “Qualified Holding”). In this case, the partial income method applies to the gains on the disposal of the MorphoSys Shares, which, as a rule, means that only 60% of the capital gains are subject to tax and only 60% of the losses on the disposal and expenses economically related thereto are tax deductible. Even though withholding tax is to be withheld by a Domestic Paying Agent, in the case of a Qualified Holding this does not settle the tax liability of the German Resident Individual. Consequently, a German Resident Individual must declare the capital gains in his, her or its income tax returns. The German withholding tax (including the solidarity surcharge) withheld and paid will generally be credited against the MorphoSys Shareholder’s income tax on his, her or its tax assessment or be refunded in the amount of any excess.

Withholding tax will not be withheld by a Domestic Paying Agent if the shareholder provides such Domestic Paying Agent with an application for exemption, to the extent such shareholder’s capital investment income does not exceed the annual savers’ allowance of EUR 1,000.00 (EUR 2,000.00 for jointly filing individuals). Furthermore, no withholding tax will be levied if the shareholder provides the Domestic Paying Agent with a non-assessment certificate to be applied for with the competent tax office.

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(b)

Shares Held as Business Assets

(i)

Withholding Tax

Even if the MorphoSys Shares are deposited with or administered by a Domestic Paying Agent, there is generally no German withholding tax in the case of a corporation that is resident or deemed to be resident in Germany for German corporate income tax purposes (a “German Resident Corporation”) or a German Resident Individual, who holds the MorphoSys Shares as assets of a business in Germany and certifies this on an officially prescribed form to the Domestic Paying Agent.

If the Domestic Paying Agent nevertheless withholds taxes, the withholding tax levied and remitted (including the solidarity surcharge) will be credited against the relevant shareholder’s (corporate) income tax liability (including the solidarity surcharge) and any excess amount will be refunded.

(ii)

Shares Held by a Sole Proprietor

Gains on the disposal of the MorphoSys Shares which are held as business assets by a German Resident Individual, who is a sole proprietor, are not subject to the flat tax rate. Instead, as a rule, 60% of the gains are subject to the individual progressive income tax (plus the solidarity surcharge) at a total tax rate of up to approximately 47.5% and only 60% of the losses on the disposal and expenses economically related thereto are tax deductible (partial income method). If the MorphoSys Shares are allocated to a German permanent establishment of a business operation of the German Resident Individual, 60% of the gains of the disposal of the MorphoSys Shares are, in addition, subject to trade tax (the rate depending on the municipal trade tax multiplier applied by the municipal authority in which the German Resident Individual maintains its operations or permanent establishments; the average trade tax rate amounting to approximately 15%). The trade tax levied may be credited on a lump-sum basis against the German Resident Individual’s income taxes.

(iii)

Shares Held by a Corporation

If the MorphoSys Shareholder is a German Resident Corporation, the gains on the disposal of the MorphoSys Shares realized in connection with the Delisting Purchase Offer will in general be effectively 95% exempt from corporate income tax (including solidarity surcharge) and trade tax, currently regardless of the size of the participation and the holding period. 5% of the gains are treated as non-deductible business expenses and are, therefore, subject to corporate income tax (plus solidarity surcharge) at a combined tax rate amounting to 15.825% and trade tax (see above with regard to the trade tax rate). As a rule, losses on disposals and other profit reductions in connection with shares (e.g., from a write-down) cannot be deducted as business expenses.

20.2.3

German Tax Consequences for MorphoSys Shareholders Without a Tax Residence in Germany Who Tender Their MorphoSys Shares in the Delisting Purchase Offer

Any gains realized in connection with the Delisting Purchase Offer on the disposal of MorphoSys Shares by a MorphoSys Shareholder without a tax residence in Germany are only subject to German income tax if the selling shareholder holds a Qualified Participation or if the shares form part of the business assets of a permanent establishment in Germany or of business assets for which a permanent representative in Germany is appointed.

The German Federal Fiscal Court (Bundesfinanzhof) has stated that if a shareholder is a corporation that is neither tax resident in Germany nor maintains a permanent establishment or has appointed a permanent representative in Germany, a capital gain on the disposal of a Qualified Participation is not subject to German taxation. The German tax authorities have adopted this view.

If the shareholder is an individual and holds a Qualified Participation as a private asset, only 60% of the gains on the disposal of the shares are subject to progressive income tax, plus solidarity surcharge thereon.

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Where a Domestic Paying Agent is involved, withholding tax on capital gains is generally levied at a rate of 26.375% (including the solidarity surcharge). If, however, (i) the shares are not held through a permanent establishment in Germany or as business assets for which a permanent representative is appointed in Germany and (ii) a Domestic Paying Agent is involved, then the German tax authorities have taken the view that the Domestic Paying Agent is, in general, not required to withhold tax on capital gains. In case of a Qualified Participation, the capital gains must be declared in a tax return and are taxed by way of a tax assessment, subject to an exemption under a double taxation treaty or under domestic law where applicable.

For gains or losses on the disposal of shares that can be allocated to a domestic permanent establishment or which are part of business assets for which a permanent representative in Germany has been appointed, the aforementioned principles for shareholder with a tax residence in Germany whose shares are business assets apply accordingly (see para. (b) of Sec. 20.2.2 of the Offer Document “German Tax Consequences for MorphoSys Shareholders With a Tax Residence in Germany Who Tender Their MorphoSys Shares in the Delisting Purchase Offer — Shares Held as Business Assets”). The Domestic Paying Agent may refrain from levying withholding tax if the shareholder who holds the shares as assets of a business in Germany and certifies this on an officially prescribed form to the Domestic Paying Agent. Double taxation treaties typically provide for an exemption from German source taxation on capital gains, assigning the right of taxation to the shareholder’s country of tax provided that the shares are not held through a permanent establishment in Germany or as business assets for which a dependent agent is appointed in Germany.

20.2.4

German Tax Consequences for MorphoSys ADS Holders

The German tax authorities have taken the view that shares represented by American Depositary Shares are typically to be attributed for German income tax purposes to the holder of the respective American Depositary Shares. Against this background, the summary of certain material German tax consequences of the Delisting Purchase Offer to MorphoSys Shareholders whose MorphoSys Shares are tendered and accepted for payment pursuant to the Delisting Purchase Offer as outlined in Sec. 20.2.1 through Sec. 20.2.3 of the Offer Document applies typically mutatis mutandis to MorphoSys ADS Holders.

MorphoSys ADS Holders are urged to consult their own tax advisors as to the specific tax consequences to them of the Delisting Purchase Offer, including the applicability and effect of German tax laws in light of their particular circumstances.

21.

RELIEF GRANTED BY THE SEC

This Delisting Purchase Offer, which is subject to German law, is extended to all MorphoSys Securityholders in the United States in compliance with applicable U.S. securities law. In order to reconcile certain areas where German law and U.S. law conflict, the Bidder requested, prior to the publication of the Offer Document, exemptive and no-action relief from the SEC to conduct the Delisting Purchase Offer in the manner described in the Offer Document (the “SEC Relief”). The SEC Staff granted certain exemptive or no-action relief to allow, among other things:

(a)

the payment for MorphoSys Shares in accordance with German practice in the manner described in Sec. 13.1 of the Offer Document;

(b)

with respect to MorphoSys Shares tendered during the Acceptance Period, to suspend withdrawal rights from the end of the Acceptance Period until publication of the tender results after the end of the Acceptance Period pursuant to Sec. 23 para. 1 no. 2 WpÜG, in accordance with Sec. 13 of the Offer Document;

(c)

to issue any notice of extension of the Acceptance Period in accordance with German practice in the manner described in Sec. 5.2 of the Offer Document;

(d)

the Acceptance Period to be extended by two (2) calendar weeks, rather than ten (10) U.S. business days following an amendment of the Delisting Purchase Offer occurring during the last two (2) weeks of the Acceptance Period, even if two (2) calendar weeks were a shorter period than ten (10) U.S. business days; and

(e)

to make purchases outside of the Delisting Purchase Offer in accordance with German law in the manner described in Sec. 6.8 of the Offer Document.

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MorphoSys Securityholders who have exercised their right of withdrawal may re-accept the Delisting Purchase Offer only prior to the end of the Acceptance Period.

22.

PUBLICATIONS AND NOTIFICATIONS

Pursuant to Sec. 14 para. 3 WpÜG, the Offer Document, the publication of which was permitted by BaFin on 4 July 2024, will be published on 4 July 2024 by way of (i) publication on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer, and (ii) keeping available copies of the Offer Document free of charge at Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (requests to obtain a copy of the Offer Document to be made via e-mail to dct.tender-offers@db.com or by fax to +49 69 910 38794 indicating a valid mailing address). The announcement about keeping available copies of the Offer Document free of charge in Germany and the internet address at which the publication of the Offer Document occurs will be published in the German Federal Gazette (Bundesanzeiger) on 4 July 2024.

In addition, the Bidder will provide a non-binding English translation of the Offer Document, which has not been reviewed by BaFin, at the aforementioned internet address.

All publications and announcements required according to the WpÜG or the applicable capital market law provisions of the United States in connection with the Delisting Purchase Offer will be published on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer and, to the extent necessary pursuant to the WpÜG, in the German Federal Gazette (Bundesanzeiger).

Pursuant to Rule 14d-3 under the U.S. Exchange Act, the Bidder and Novartis AG will file with the SEC a tender offer statement on Schedule TO, of which the Offer Document forms a part, and may file amendments thereto. No further announcements, registrations, admissions or approvals of the Offer Document or the Delisting Purchase Offer by securities exchange authorities or similar authorities outside the Federal Republic of Germany and the United States have been applied for, have been initiated or are envisaged by the Bidder or Novartis AG. The Schedule TO and any amendments thereto, exhibits to the Schedule TO, and other information that the Bidder and Novartis AG will file electronically with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov/edgar/browse/?CIK=111444811.

MorphoSys is also required under the Delisting Agreement to file a Schedule 14D-9 with the SEC within two (2) weeks from publication of the Offer Document on the day of publication of the Joint Reasoned Statement, setting forth the recommendation of MorphoSys with respect to the Delisting Purchase Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto when filed, may also be examined at, and copies may also be obtained from, the SEC free of charge at the SEC’s website at www.sec.gov/edgar/browse/?CIK=134024312. Further, any documents filed with the SEC by the Bidder or MorphoSys may be obtained free of charge at MorphoSys’ website at www.morphosys.com/en/investors/Novartis-TakeoverOffer or by contacting MorphoSys’ investor relations department at telephone +49 89 89927 404 or at the Bidder’s website at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

MorphoSys Securityholders are urged to read this document carefully because it contains important information that such persons should consider before making any voting decision or decision regarding tendering their MorphoSys Shares.

The Bidder will publish the notifications pursuant to Sec. 23 para. 1 WpÜG as follows:

•

on a weekly basis after publication of the Offer Document (Sec. 23 para. 1 sentence 1 no. 1 WpÜG);

•

on a daily basis during the final week prior to the expiry of the Acceptance Period (Sec. 23 para. 1 sentence 1 no. 1 WpÜG); and

•

without undue delay after expiry of the Acceptance Period (Sec. 23 para. 1 sentence 1 no. 2 WpÜG).

11

Last accessed on 3 July 2024.

12

Last accessed on 3 July 2024.

79

Publications of the Bidder pursuant to Sec. 23 paras. 1 and 2 WpÜG, as well as additional publications and announcements in connection with the Delisting Purchase Offer, which are required under the WpÜG, will be published in German and in an English translation on the internet at www.novartis.com/investors/​morphosys-acquisition/delisting-purchase-offer and filed with the SEC. In addition, announcements and notices will be published in German in the German Federal Gazette (Bundesanzeiger).

23.

FEES AND EXPENSES

Novartis AG has retained Deutsche Bank Aktiengesellschaft to be the Settlement Agent, The Bank of New York Mellon to be the ADS Tender Agent and Georgeson, a trading name of Computershare Investor Services PLC, to be the Information Agent (the “Information Agent”) in connection with the Delisting Purchase Offer.

The Settlement Agent, the ADS Tender Agent and the Information Agent each will receive reasonable and customary compensation for their respective services in connection with the Delisting Purchase Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Except as set forth above, neither Novartis AG nor Bidder will pay any fees or commissions to any broker or dealer or to any other person (other than to the Settlement Agent, the ADS Tender Agent and the Information Agent) in connection with the solicitation of tenders of MorphoSys Shares pursuant to the Delisting Purchase Offer. Brokers, dealers, commercial banks, trust companies, and other nominees will, upon request, be reimbursed by Novartis AG for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. In those jurisdictions where applicable laws require the Delisting Purchase Offer to be made by a licensed broker or dealer, the Delisting Purchase Offer will be deemed to be made on behalf of Novartis AG by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Novartis AG.

24.

GOVERNING LAW AND JURISDICTION

The Delisting Purchase Offer and the contracts concluded as a result of the acceptance of the Delisting Purchase Offer will be governed by German law. The exclusive place of jurisdiction for all legal disputes arising out of, or in connection with, the Delisting Purchase Offer (and any contract concluded as a result of acceptance of the Delisting Purchase Offer) will be, to the extent permitted by law, Frankfurt am Main, Germany.

25.

DECLARATION OF ASSUMPTION OF RESPONSIBILITY

Novartis BidCo AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, with registered office in Basel, Switzerland, assumes responsibility for the content of the Offer Document and declares that, to its knowledge, the information provided in the Offer Document is correct and no material facts have been omitted.

Basel, 3 July 2024

Novartis BidCo AG

Daniel Weiss Christian Rehm Bertrand Bugnon

80

Annex 1
Persons acting jointly with the Bidder

Part 1
Companies directly or indirectly holding participations in the Bidder
(Bidder Parent Companies)

Name	Registered Office	Country
Novartis AG	Basel, Switzerland	Switzerland
Novartis Pharma AG	Basel, Switzerland	Switzerland

Part 2
Direct and indirect subsidiaries of the Bidder

Name	Registered Office	Country
Novartis BidCo Germany AG	Munich, Germany	Germany
MorphoSys AG	Planegg, Germany	Germany
MorphoSys US Inc.	Boston, Massachusetts, United States	United States
Constellation Pharmaceuticals, Inc.	Boston, Massachusetts, United States	United States
Constellation Securities Corporation	Boston, Massachusetts, United States	United States

Part 3
Further (indirect) subsidiaries of the Bidder Parent Companies
(except for the Bidder and its direct and indirect subsidiaries)

Name	Registered Office	Country
Novartis Argentina S.A.	Buenos Aires	Argentina
Novartis Australia Pty Ltd	Macquarie Park, New South Wales	Australia
Novartis Pharmaceuticals Australia Pty Ltd	Macquarie Park, New South Wales	Australia
Novartis Pharma GmbH	Wien	Austria
Novartis Pharmaceutical Manufacturing GmbH	Langkampfen / Schaftenau	Austria
Novartis Holding GmbH	Langkampfen / Schaftenau	Austria
Novartis (Bangladesh) Limited	Dhaka	Bangladesh
Novartis Pharma NV	Vilvoorde	Belgium
Alcon – Couvreur NV	Puurs	Belgium
IDB België BVBA	Vilvoorde	Belgium
Novartis Investment Ltd.	Hamilton	Bermuda
Triangle International Reinsurance Limited	Hamilton	Bermuda
Novartis Securities Investment Ltd.	Hamilton	Bermuda
Novartis Finance Services Ltd.	Hamilton	Bermuda
Trinity River Insurance Co Ltd.	Hamilton	Bermuda
Novartis BA d.o.o.	Sarajevo	Bosnia Herzegovina
Novartis Biociências S.A.	São Paulo	Brazil
Novartis Bulgaria EOOD	Sofia	Bulgaria
NOVARTIS CAMEROON SASU	Douala	Cameroon
Novartis Pharmaceuticals Canada Inc.	Montreal, Quebec	Canada

81

Name	Registered Office	Country
CIBA Vision Canada Inc.	Montreal, Quebec	Canada
Advanced Accelerator Applications Canada Inc.	Mississauga, Ontario	Canada
Chinook Therapeutics Canada, Inc.	Vancouver, British Columbia	Canada
Novartis Chile S.A.	Santiago de Chile	Chile
Beijing Novartis Pharma Co., Ltd.	Beijing	China
Shanghai Novartis Trading Ltd.	Shanghai	China
China Novartis Institutes for BioMedical Research Co., Ltd.	Shanghai	China
Suzhou Novartis Technical Development Co., Ltd.	Changshu / Jiangsu Province	China
Nuoshangchuanghe (Shanghai) Life Science and Technology Co. Ltd.	Shanghai	China
Novartis Pharmaceutical Technology Zhejiang Co., Ltd	Jiaxing	China
SanReno Therapeutics (Shanghai) Limited	Shanghai	China
SanReno Therapeutics Holding Limited	Grand Cayman	Cayman Islands
Novartis de Colombia S.A.	Bogotá	Columbia
NOVARTIS COTE D`IVOIRE SASU	Abidjan	Cote d`Ivoire
Novartis Hrvatska d.o.o.	Zagreb	Croatia
Novartis s.r.o.	Praha	Czech Republic
Novartis Healthcare A/S	Copenhagen	Denmark
Novartis Caribe, S.A.	Santo Domingo	Dominican Republic
Novartis Ecuador S.A.	Quito	Ecuador
Novartis Pharma S.A.E.	New Cairo City	Egypt
Novartis Finland Oy	Espoo	Finland
Novartis Groupe France S.A.S.	Rueil-Malmaison	France
Société Civile Immobilière de la Schiffmühle	Huningue	France
Novartis Pharma S.A.S.	Rueil-Malmaison	France
S.T.E.I.H. S.à r.l.	Huningue	France
Advanced Accelerator Applications S.A.	Rueil-Malmaison	France
Advanced Accelerator Applications Molecular Imaging France	Saint-Genis-Pouilly	France
Novartis Pharma Produktions GmbH	Wehr	Germany
Novartis Pharma GmbH	Nürnberg	Germany
Novartis Pharma Vertriebs GmbH	Nürnberg	Germany
Novartis Business Services GmbH	Wehr	Germany
Novartis Pharma Arzneimittel GmbH	Nürnberg	Germany
Advanced Accelerator Applications Germany GmbH	Bonn	Germany
Eifel Property GmbH	Bonn	Germany

82

Name	Registered Office	Country
Novartis Radiopharmaceuticals GmbH	Nürnberg	Germany
NOVARTIS GHANA LTD	Accra	Ghana
Novartis (Hellas) S.A.C.I.	Metamorphosis / Athens	Greece
Novartis Farmacéutica, S.A. (AC)	Ciudad de Guatemala	Guatemala
Novartis Pharmaceuticals (HK) Limited	Hong Kong	Hong Kong
SanReno Therapeutics (Hong Kong) Limited	Hong Kong	Hong Kong
Novartis Hungary Healthcare Limited Liability Company	Budapest	Hungary
Novartis India Limited	Mumbai	India
Novartis Healthcare Private Limited	Mumbai	India
Medicines Company (India) Private Limited	Gurgaon, Haryana	India
PT. Novartis Indonesia	Jakarta	Indonesia
PT. Sandoz Indonesia	Jakarta Timur	Indonesia
Novartis Ireland Limited	Dublin	Ireland
Novartis Integrated Services Limited	Ringaskiddy, County Cork	Ireland
Novartis Europharm Limited	Dublin	Ireland
Novartis Israel Ltd.	Tel Aviv	Israel
Marshall (R.R) Investment Ltd.	Beer Tuvia	Israel
Novartis Farma S.p.A.	Milano	Italy
Advanced Accelerator Applications (Italy) S.r.l.	Pozzilli	Italy
Advanced Accelerator Applications Molecular Imaging Italy S.r.l.	Pozzilli	Italy
Novartis Pharma K.K.	Tokyo	Japan
Ciba-Geigy Japan Limited	Tokyo	Japan
NVS Kenya Limited	Nairobi	Kenya
Novartis Kuwait Promotion of Products (SPC)	Kuwait	Kuwait
Novartis Baltics SIA	Riga	Latvia
Novartis Investments S.à r.l.	Luxembourg-Ville	Luxembourg
Novartis Finance S.A.	Luxembourg-Ville	Luxembourg
Novartis Corporation (Malaysia) Sdn. Bhd.	Petaling Jaya / Selangor Darul Ehsan	Malaysia
Novartis Farmacéutica, S.A. de C.V.	Ciudad de México	Mexico
Novartis Pharma Maroc SA	Casablanca	Morocco
Novartis Netherlands B.V.	Amsterdam	Netherlands
Novartis Pharma B.V.	Amsterdam	Netherlands
IDB Holland BV	Baarle-Nassau	Netherlands
Aduro Netherlands Coöperatief U.A.	Rosmalen	Netherlands
Aduro Biotech, Europe B.V.	Rosmalen	Netherlands
Aduro Biotech Holdings Europe B.V.	Rosmalen	Netherlands

83

Name	Registered Office	Country
Calypso Biotech B.V.	Amsterdam	Netherlands
Novartis New Zealand Ltd	Auckland	New Zealand
Novartis Nigeria Limited	Ikeja, Lagos	Nigeria
Novartis Norge AS	Oslo	Norway
Novartis Pharma (Pakistan) Limited	Karachi	Pakistan
Novartis Pharma (Logistics), Inc.	Ciudad de Panamá	Panama
Novartis Panamá, S.A.	Ciudad de Panamá	Panama
Novartis Biosciences Perú S.A.	Lima	Peru
Novartis Healthcare Philippines, Inc.	Makati City	Philippines
Novartis Poland Sp. z o.o.	Warszawa	Poland
Advanced Accelerator Applications Polska Sp. z o.o.	Warszawa	Poland
Novartis Portugal, S.G.P.S., Lda.	Porto Salvo	Portugal
Novartis Farma – Produtos Farmacêuticos, S.A.	Porto Salvo	Portugal
Laboratório Normal-Produtos Farmacêuticos, Lda.	Porto Salvo	Portugal
Advanced Accelerator Applications Portugal Unipessoal, LDA.	Lisboa	Portugal
Sandoz S.R.L.	Targu-Mures	Romania
Novartis Pharma Services Romania S.R.L.	Bucharest	Romania
Novartis Pharma LLC	Moscow	Russian Federation
Novartis Neva LLC	St. Petersburg	Russian Federation
Novartis Saudi Company	Riyadh	Saudi Arabia
Novartis Regional Headquarter Company	Riyadh	Saudi Arabia
Novartis Senegal SASU	Dakar	Senegal
Novartis (Singapore) Pte Ltd.	Singapore Country	Singapore
Novartis Singapore Pharmaceutical Manufacturing Pte Ltd	Singapore Country	Singapore
Novartis Asia Pacific Pharmaceuticals Pte Ltd	Singapore Country	Singapore
Novartis Slovakia s.r.o.	Bratislava	Slovakia
Novartis farmacevtska proizvodnja d.o.o.	Ljubljana	Slovenia
Novartis South Africa (Pty) Ltd	Midrand, Gauteng	South Africa
Gesa Properties (Pty) Ltd	Midrand, Gauteng	South Africa
Novartis Korea Ltd.	Seoul	South Korea
Sandoz Korea Ltd.	Seoul	South Korea
Abadia Retuerta S.A.	Sardón de Duero / Valladolid	Spain
Novartis Farmacéutica, S.A.	Barcelona	Spain
Laboratorios Visfarm S.L.	Barcelona	Spain
Mizar Farmacéutica S.L.	Barcelona	Spain

84

Name	Registered Office	Country
Laus Farma S.L.	Barcelona	Spain
Artis-Pharma S.L.	Barcelona	Spain
Advanced Accelerator Applications Iberica, S. L. U.	Esplugues de Llobregat	Spain
Advanced Accelerator Applications Molecular Imaging Iberica, S.L.U.	Esplugues de Llobregat	Spain
Novartis Sverige AB	Stockholm	Sweden
Novartis Lateinamerika AG	Basel	Switzerland
Novartis International AG	Basel	Switzerland
Pharmanalytica SA	Locarno	Switzerland
Novartis Pharma Schweiz AG	Risch	Switzerland
Novartis Pharma Services AG	Basel	Switzerland
Novartis Pharma Stein AG	Stein	Switzerland
Novartis Pharma Schweizerhalle AG	Muttenz	Switzerland
Bad Schauenburg AG	Pratteln	Switzerland
Japat AG	Basel	Switzerland
Novartis Overseas Investments AG	Basel	Switzerland
Renor AG	Basel	Switzerland
ESBATech, a Novartis company GmbH	Basel	Switzerland
Novartis Holding AG	Basel	Switzerland
Novartis Bioventures AG	Basel	Switzerland
Novartis International Pharmaceutical Investment AG	Basel	Switzerland
Novartis Innovative Therapies AG	Risch	Switzerland
Advanced Accelerator Applications International SA	Genève	Switzerland
Calypso Biotech SA	Plan-les-Ouates	Switzerland
Novartis Kapital AG	Basel	Switzerland
Novartis (Taiwan) Co., Ltd.	Taipei	Taiwan
Novartis (Thailand) Limited	Bangkok	Thailand
Novartis Saglik, Gida ve Tarim Ürünleri Sanayi ve Ticaret A.S.	Istanbul	Turkey
Farmanova Saglik Hizmetleri Ltd. Sti.	Istanbul	Turkey
Novartis Ukraine, LLC	Kyiv	Ukraine
Novartis Middle East FZE	Dubai	United Arab Emirates
Novartis UK Limited	London	United Kingdom
Novartis Pharmaceuticals UK Limited	London	United Kingdom
Novartis Europharm Limited	London	United Kingdom
Novartis Grimsby Limited	London	United Kingdom
Neutec Pharma Limited	London	United Kingdom
Ziarco Pharma Limited	London	United Kingdom
Ziarco Group Limited	London	United Kingdom
Advanced Accelerator Applications	London	United Kingdom

85

Name	Registered Office	Country
(UK & Ireland)	​	​
GYROSCOPE THERAPEUTICS HOLDINGS PLC	Rolling Stock Yard, London	United Kingdom
GYROSCOPE THERAPEUTICS LIMITED	Rolling Stock Yard, London	United Kingdom
GYROSCOPE HOLDINGS (UK) LIMITED	Rolling Stock Yard, London	United Kingdom
Novartis Uruguay S.A.	Montevideo	Uruguay
Novartis Corporation	East Hanover, New Jersey	USA
Novartis Pharmaceuticals Corporation	East Hanover, New Jersey	USA
Novartis Services, Inc.	East Hanover, New Jersey	USA
Novartis Finance Corporation	East Hanover, New Jersey	USA
Novartis Institutes for BioMedical Research, Inc.	Cambridge, Massachusetts	USA
Novartis Capital Corporation	East Hanover, New Jersey	USA
Navigate BioPharma Services, Inc.	Carlsbad, California	USA
Cadent Therapeutics, Inc.	Cambridge, Massachusetts	USA
Advanced Accelerator Applications USA, Inc.	Millburn, New Jersey	USA
57 Eeast Willow Street, LLC	Millburn, New Jersey	USA
Novartis Gene Therapies, Inc.	Bannockburn, Illinois	USA
Novartis Technology LLC	East Hanover, New Jersey	USA
Endocyte, Inc.	East Hanover, New Jersey	USA
The Medicines Company Holdings, Inc.	East Hanover, New Jersey	USA
The Medicines Company	East Hanover, New Jersey	USA
Amblyotech Inc.	East Hanover, New Jersey	USA
Novartis Manufacturing LLC	East Hanover, New Jersey	USA
DTX PHARMA, INC.	San Diego, California	USA
Chinook Therapeutics, Inc.	Seattle, Washington	USA
Chinook Therapeutics U.S., Inc.	Seattle, Washington	USA
IFM Due, Inc.	East Hanover, New Jersey	USA
Mariana Oncology Inc.	Watertown, Massachusetts	USA
Novartis de Venezuela, S.A.	Caracas	Venezuela
Novartis Vietnam Company Limited	Ho Chi Minh City	Vietnam

86

Annex 2
Direct and indirect subsidiaries of MophoSys

Name	Seat	Country
MorphoSys US Inc.	Boston, Massachusetts, United States	United States
Constellation Pharmaceuticals, Inc.	Boston, Massachusetts, United States	United States
Constellation Securities Corporation	Boston, Massachusetts, United States	United States

87

Annex 3
Financing confirmation of Deutsche Bank AG

88

EX-99.(A)(1)(B)

  Exhibit (a)(1)(B)​

Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany

Dear Client,

On 4 July 2024, Novartis BidCo AG (the “Bidder”) published the Offer Document pursuant to which it offers to all shareholders in MorphoSys AG (“MorphoSys”) to acquire all their shares in MorphoSys (“MorphoSys Shares”) pursuant to a public delisting purchase offer (cash offer, subsequently the “Delisting Purchase Offer”) in the internet at “www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer” as well as in the framework of the so-called Over-the-Counter-Publicity.

Within the Delisting Purchase Offer, the Bidder offers you to acquire your MorphoSys Shares against a payment of a cash consideration of €68.00 per MorphoSys Share. The Delisting Purchase Offer is not subject to any offer conditions.

If you would like to accept the Delisting Purchase Offer, we kindly ask you to instruct us by returning the enclosed declaration of acceptance form to us as soon as possible, but not later than by • August 2024,

• hours (CEST), to be received by us. If you do accept the Delisting Purchase Offer, we will initially keep your MorphoSys Shares in your account; however, we will transfer your MorphoSys Shares into the separate ISIN DE000A40ESD9 at a 1 : 1 ratio. Upon closing of the Delisting Purchase Offer, we will withdraw the MorphoSys Shares from your account and will act in accordance with the measures outlined in Sections 13.1.2 and 13.1.3 of the Offer Document.

Without your instruction we will not take any action on your behalf.

Pursuant to the terms of the Offer Document, there will be the right to withdraw from the acceptance of the Delisting Purchase Offer until the end of the Acceptance Period, including any extension thereof. See Section 17 of the Offer Document for a more detailed description of those.

The receipt of the offer consideration is free of charges for you. All other important information and the complete terms and conditions of the Delisting Purchase Offer are contained in the Offer Document which is available under the above-mentioned internet address. In addition, printed copies of the Offer Document can be obtained at Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main (Fax +49-(0)69-910-38794, E-Mail dct.tender-offers@db.com), free of charge.

Best regards
[Custodian Bank]

Attachment
—   Declaration of “Acceptance Form”

Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland
Securities Account Number [•]

Ladies and Gentlemen:,

I/we accept the aforementioned public delisting purchase offer for the acquisition of shares of MorphoSys AG (“MorphoSys”) published on 4 July 2024 with respect to

☐

all shares of MorphoSys (ISIN DE0006632003) held in my/our account.

☐

for pcs. of shares of MorphoSys (ISIN DE0006632003) held in my/our account.

I/We hereby instruct you to first retain our tendered shares in MorphoSys in the abovementioned custody account but to immediately re-book such shares into ISIN DE000A40ESD9 at a 1:1 ratio.

I/We have taken note of the contents of the Offer Document published on 4 July 2024 and hereby give our declarations listed under Section 13.1.2 and 13.1.3 of said Offer Document and grant the necessary instructions, orders and powers of attorney mentioned therein.

We ask the respective offer consideration in cash be credited in due course to our cash account held with you.

   

Place, Date

   

Signature(s)

EX-99.(A)(1)(C)

 Exhibit (a)(1)(C)​

PUBLIC DELISTING PURCHASE OFFER

(CASH OFFER)

by

Novartis BidCo AG
Lichtstrasse 35
4056 Basel
Switzerland

to the shareholders of

MorphoSys AG
Semmelweisstr. 7
82152 Planegg
Germany

for the acquisition of all no-par value bearer shares
including all no-par value bearer shares
represented by American Depositary Shares in

MorphoSys AG

against a cash consideration in the amount of
EUR 68.00 per share of MorphoSys AG

Pursuant to the Offer Document published on July 4, 2024

Acceptance Period: July 4, 2024 to August 2, 2024

The Acceptance Period (as defined in the Offer Document) commenced on July 4, 2024 and expires on August 2, 2024 at 24:00 hrs local time Frankfurt am Main, Federal Republic of Germany/6:00 p.m. local time New York, United States, unless the Acceptance Period is extended. The Delisting Purchase Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions.

Holders of MorphoSys Shares and MorphoSys ADSs (each as defined below) have the right to withdraw their acceptances of the Delisting Purchase Offer during the Acceptance Period (as defined in the Offer Document), including any extension thereof. See Section 17 of the Offer Document for a description of withdrawal rights that may apply following expiration of the Acceptance Period.

Nothing contained herein or in the enclosed documents shall constitute you or any other person as an agent of Novartis BidCo AG or any of its affiliates, The Bank of New York, Georgeson (trading name of Computershare Investor Services PLC) or Deutsche Bank AG or any affiliate of any of the foregoing, or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Delisting Purchase Offer (as defined below) other than the documents enclosed herewith and the statements contained therein.

July 4, 2024​

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Novartis BidCo AG (the “Bidder”) to act as information agent in the United States (the “U.S. Information Agent”) in connection with its offer to purchase (the “Delisting Purchase Offer”) all no-par value bearer shares in MorphoSys AG (“MorphoSys Shares”), including all MorphoSys Shares represented by American Depositary Shares (“MorphoSys ADSs”) at a purchase price of EUR 68.00 per MorphoSys Share, including each MorphoSys Share represented by an MorphoSys ADS, in cash (the “Offer Consideration”), pursuant to its offer document (the “Offer Document”) published on July 4, 2024. As described in Section 13.2.5 of the Offer Document, with respect to MorphoSys ADSs, the Offer Consideration will be converted from Euros into U.S. dollars by The Bank of New York, as the ADS Tender Agent (the “ADS Tender Agent”). Therefore, at the time of acceptance of the Delisting Purchase Offer, it is not possible to state the exact U.S. dollar equivalent of the Offer Consideration.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. The Acceptance Period commenced on July 4, 2024 and expires on August 2, 2024 at 24:00 hrs local time Frankfurt am Main, Federal Republic of Germany/6:00 p.m. local time New York, United States, unless the Acceptance Period is extended. The Delisting Purchase Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions.

Please furnish copies of the following enclosed materials to those of your clients for whose accounts you hold ADSs in your name or in the name of your securities intermediary:

1.   A printed form of letter to clients for whose accounts you hold MorphoSys ADSs registered in your name or in the name of your securities intermediary, with space provided for obtaining such clients’ instructions with regard to the Delisting Purchase Offer;

2.   the Offer Document;

3.   the ADS Letter of Transmittal for informational purposes;

4.   Form W-9 and the Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9;

5.   the Notice of Guaranteed Delivery, to be used by holders of MorphoSys ADSs to accept the Delisting Purchase Offer if the procedures set forth in the Offer Document to tender ADSs cannot be completed prior to the expiration of the Acceptance Period (see Subsection (D) of Section 13.2.2 of the Offer Document; and

6.   a return envelope addressed to you.

Please take note of the following:

(a)   If required by U.S. federal income tax laws, the ADS Tender Agent generally will be required to backup withhold at the applicable backup withholding rate from any payments made to certain U.S. holders of MorphoSys ADSs pursuant to the Delisting Purchase Offer. See Section 20.1 of the Offer Document.

(b)   In order for a book-entry transfer of MorphoSys ADSs held in a securities account with a broker or other securities intermediary that is a direct or indirect participant in DTC to constitute a valid tender of MorphoSys ADSs in connection with the Delisting Purchase Offer, the MorphoSys ADSs must be tendered by the holder’s securities intermediary prior to the expiration of the Acceptance Period. Further, prior to the expiration of the Acceptance Period, please send a confirmation regarding the book-entry of the MorphoSys ADSs to the designated account at DTC prior to the expiration of the Acceptance Period (as described in Subsection (C) of Section 13.3.2 of the Offer Document) and an Agent’s Message (as defined in the Offer Document).

(c)   If holders of MorphoSys ADSs wish to accept the Delisting Purchase Offer but such holders’ MorphoSys ADSs are not immediately available and/or if such holders cannot deliver all other required

documents prior to the expiration of the Acceptance Period, such holders may nevertheless be able to accept the Delisting Purchase Offer, provided they can comply with the acceptance by guaranteed delivery procedures set forth in Subsection (D) of Section 13.2.2 of the Offer Document.

(d)   Pursuant to the terms of the Offer Document, holders of MorphoSys Shares and MorphoSys ADSs have the right to withdraw their acceptances of the Delisting Purchase Offer until the end of the Acceptance Period, including any extension thereof. See Section 17 of the Offer Document for a more detailed description of these and any further withdrawal rights that may apply following expiration of the Acceptance Period.

The complete terms and conditions of the Desliting Purchase Offer are contained in the Offer Document, which is available for download at www.novartis.com/investors/morphosys-acquisition/ delisting-purchase-offer. Additional copies of the Offer Document and related documents can be obtained free of charge through Georgeson, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, +1 (866) 356-7344 (toll-free in the United States), +1 (781) 236-4704 (outside the United States), and MorphoSysADS@Georgeson.com.

Best regards,

Georgeson
U.S. Information Agent

EX-99.(A)(1)(D)

 Exhibit (a)(1)(D)​

PUBLIC DELISTING PURCHASE OFFER

(CASH OFFER)

by

Novartis BidCo AG
Lichtstrasse 35
4056 Basel
Switzerland

to the shareholders of

MorphoSys AG
Semmelweisstr. 7
82152 Planegg
Germany

for the acquisition of all no-par value bearer shares
including all no-par value bearer shares
represented by American Depositary Shares in

MorphoSys AG

against a cash consideration in the amount of
EUR 68.00 per share of MorphoSys AG

Pursuant to the Offer Document published on July 4, 2024

Acceptance Period: July 4, 2024 to August 2, 2024

The Acceptance Period (as defined in the Offer Document) commenced on July 4, 2024 and expires on August 2, 2024 at 24:00 hrs local time Frankfurt am Main, Federal Republic of Germany/6:00 p.m. local time New York, United States, unless the Acceptance Period is extended. The Delisting Purchase Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions.

Holders of MorphoSys Shares and MorphoSys ADSs (each as defined below) have the right to withdraw their acceptances of the Delisting Purchase Offer during the Acceptance Period (as defined in the Offer Document), including any extension thereof. See Section 17 of the Offer Document for a description of withdrawal rights that may apply following expiration of the Acceptance Period.

This letter below is only for holders of MorphoSys ADSs.

[                 ], 2024​

To Our Clients:

On July 4, 2024, Novartis BidCo AG (the “Bidder”) published the offer document (the “Offer Document”) pursuant to which it offers to purchase all no-par value bearer shares in MorphoSys SE (“MorphoSys Shares”), including all MorphoSys Shares represented by American Depositary Shares (“MorphoSys ADSs”) pursuant to a public delisting purchase offer (the “Delisting Purchase Offer”) at a purchase price of EUR 68.00 per MorphoSys Share, including each MorphoSys Share represented by an MorphoSys ADS, in cash (the “Offer Consideration”). As described in Section 13.2.5 of the Offer Document, with respect to MorphoSys ADSs, the Offer Consideration will be converted from Euros into U.S. dollars by The Bank of New York Mellon, as the ADS Tender Agent (the “ADS Tender Agent”). Therefore, at the time of acceptance of the Delisting Purchase Offer, it is not possible to state the exact U.S. dollar equivalent of the Offer Consideration. Enclosed are copies of the Offer Document and the related ADS Letter of Transmittal, both of which may also be accessed on the Internet at www.novartis.com/investors/​morphosys-acquisition/delisting-purchase-offer.

The Acceptance Period (as defined in the Offer Document) commenced on July 4, 2024 and expires on August 2, 2024 at 24:00 hrs local time Frankfurt am Main, Federal Republic of Germany/6:00 p.m. local time New York, United States, unless the Acceptance Period is extended. The Delisting Purchase Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions.

If required by U.S. federal income tax laws, the ADS Tender Agent generally will be required to backup withhold at the applicable backup withholding rate from any payments made to certain U.S. holders of ADSs pursuant to the Delisting Purchase Offer. See Section 20.1 of the Offer Document.

A tender of the MorphoSys Shares represented by MorphoSys ADSs that are held by us (or our nominee(s)) for your account may only be made by us, as the holder of record of such MorphoSys ADSs, pursuant to your instructions. If you wish to have us tender any or all of such MorphoSys ADSs held by us for your account, please so instruct us by completing and executing the instruction form set forth below and returning it to us in the enclosed envelope by [                 ], 2024. If you authorize the tender of your MorphoSys ADSs, all such MorphoSys ADSs will be tendered unless otherwise specified. An envelope in which to return your instructions to us is enclosed for your convenience. The enclosed ADS Letter of Transmittal is for your information only and cannot be used by you to tender MorphoSys ADSs held by us for your account.

If you wish to accept the Delisting Purchase Offer but your MorphoSys ADSs are not immediately available and/or if you cannot deliver all other required documents prior to the expiration of the Acceptance Period, you may nevertheless be able to accept the Delisting Purchase Offer, provided you can comply with the acceptance by guaranteed delivery procedures set forth in Subsection (D) of Section 13.2.2 of the Offer Document.

Without your instruction, we will not take any action on your behalf.

Pursuant to the terms of the Offer Document, holders of MorphoSys Shares and MorphoSys ADSs have the right to withdraw their acceptances of the Delisting Purchase Offer until the end of the Acceptance Period, including any extension thereof. See Section 17 of the Offer Document for a more detailed description of these and any further withdrawal rights that may apply following expiration of the Acceptance Period.

The complete terms and conditions of the Delisting Purchase Offer are contained in the enclosed Offer Document, which, as noted above, is also available for download at www.novartis.com/investors/​morphosys-acquisition/delisting-purchase-offer. Additional copies of the Offer Document and related documents can be obtained free of charge through Georgeson, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, +1 (866) 356-7344 (toll-free in the United States), +1 (781) 236-4704 (outside the United States), and MorphoSysADS@Georgeson.com.

Best regards,

Georgeson
U.S. Information Agent

PUBLIC DELISTING PURCHASE OFFER

(CASH OFFER)

by

Novartis BidCo AG
Lichtstrasse 35
4056 Basel
Switzerland

to the shareholders of

MorphoSys AG
Semmelweisstr. 7
82152 Planegg
Germany

for the acquisition of all no-par value bearer shares
including all no-par value bearer shares
represented by American Depositary Shares in

MorphoSys AG

against a cash consideration in the amount of
EUR 68.00 per share of MorphoSys AG

Pursuant to the Offer Document published on July 4, 2024

This instruction form is only for holders of American Depositary Shares (“MorphoSys ADSs”) representing shares of no-par value bearer shares in MorphoSys AG (“MorphoSys Shares”).

The undersigned hereby instruct(s) you to tender the number of MorphoSys ADSs indicated below (and if no number is indicated, all MorphoSys ADSs) held by you for the account of the undersigned in accordance with the terms and subject to the conditions set forth in the Offer Document and in the ADS Letter of Transmittal. The undersigned acknowledge(s) receipt of your letter and access to the materials referred to therein related to the Delisting Purchase Offer.

Number of MorphoSys ADSs to be Tendered:             MorphoSys ADSs*	SIGN HERE   Signature(s)
Account Number:	Name(s)
Dated:               , 2024	Address(es)
​	Area Code and Telephone Number
​	Taxpayer Identification or Social Security Number

 

*

Unless otherwise indicated, it will be assumed that all MorphoSys ADSs held for the undersigned’s account are to be tendered.

EX-99.(A)(1)(E)

 Exhibit (a)(1)(E)​

MORPHOSYS AG Attn: Voluntary Corporate Actions, COY: MPSB P.O. Box 43011 Providence Rhode Island 02940-3011 Information Agent: Georgeson LLC (866)356-7344 LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES OF MORPHOSYS AG Pursuant to the Offer Document dated July 4, 2024, Novartis Bidco AG has commenced a Delisting Purchase Offer to all holders of American Depositary Shares (“ADSs”) of MorphoSys. The offer is for cash at a rate of EUR68.00 per MorphoSys Share or, as 1 MorphoSys ADS represents one-quarter of a MorphoSys Share, the USD equivalent of EUR17.00 per MorphoSys ADS. The offer expires at 6:00 p.m. New York City time on August 2, 2024, unless extended. See Instructions on the reverse side. I/we, the undersigned, hereby surrender to you for tendering the ADSs identified below. I/we hereby agree to the terms and conditions of the Offer Document dated [July xx, 2024] (“Offer to Purchase”). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these certificate(s)

and give the instructions in this Letter of Transmittal; and (iv) the ADSs represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances. Please locate your original certificate(s) and send them along with the completed Letter of Transmittal. Signature: This form must be signed by all of the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the ADS Tender Agent of their authority to so act, or in lieu of evidence guaranteed by an Eligible Institution. Additionally, if any of the tendered ADSs are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal. X Signature of Shareholder Date Daytime Telephone # X Signature of Shareholder Date Daytime Telephone # PLACE AN IN ONE TENDER BOX ONLY FRACTIONS WHOLE ADSs or Tender All Partial Tender Please complete the back if you would like to transfer ownership or request special mailing. CHECK HERE IF ADS CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 6. E X O T P 03ZJXC .

4 Special Transfer Instructions Please see Instruction number 5 below. 5 Special Mailing Instructions Please see Instruction number 6 below. If you want your certificate(s) for ADSs and/or check for cash to be issued in another name, fill in this section with the information for the new account/payee name. Name (Please Print First, Middle & Last Name) Address (Number and Street) (City, State & Zip Code) (Tax Identification or Social Security Number) ^Signature Guarantee Medallion (Title of Officer Signing this Guarantee) (Name of Guarantor — Please Print) (Address of Guarantor Firm) Fill in ONLY if you want your certificate(s) for ADSs and/or check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal. Name (Please Print First, Middle & Last Name) Address (Number and Street) (City, State & Zip Code) INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL 1 Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal and your stock certificates in the enclosed envelope. The method of delivery of any documents, including ADS certificates, is at the election and risk of the tendering shareholder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested. 2 If you are tendering all your ADSs for cash, please check this box only. 3 If you are tendering some of your ADSs for cash, please check the box, indicate the number of ADSs you wish to tender and receive in cash. 4 If you want your certificate(s) for ADSs and/or check for cash to be issued in another name, fill in Box 4. Signature(s) in Box 4 must be medallion guaranteed. 5 Complete Box 5 only if your certificate(s) for ADSs and/or check for cash is to be delivered to a person other than the registered holder orto the registered holder at a different address. Internal Revenue Service Form W-9: Under U.S. federal income tax law, a stockholder that is a U.S. person is generally required to provide The Bank of New York Mellon with such stockholder’s correct Taxpayer Identification Number (generally, a social security number, individual taxpayer identification number, or employer identification number, as applicable). If you are a U.S. person and your Taxpayer Identification Number is not certified on our records, we have enclosed an Internal Revenue Service Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment.If you are a foreign person, you should complete and submit IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, to The Bank of New York Mellon.The Information Agent for the Offer is:Georgeson LLCThe ADS Tender Agent for the Offer is:The Bank of New York Mellon Shareholders, Banks and Brokers Call Toll Free: (866) 356-7344 Outside the U.S. Call: (781) 236-4704 Email: MorphoSysADS@Georgeson.com By First Class Mail: The Bank of New York Mellon c/o Voluntary Corporate Actions, COY: MPSB By Registered, Certified or Express Mail or Overnight Courier: The Bank of New York Mellon c/o Voluntary Corporate Actions, COY: MPSB P.O. Box 43011   150 Royall Street, Suite V Providence, RI 02940-3011   Canton, MA 02021

EX-99.(A)(1)(F)

 Exhibit (a)(1)(F)​

NOTICE OF GUARANTEED DELIVERY For Tender of American Depositary Shares (“ADSs”) of MorphoSys AG THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON AUGUST 2, 2024, UNLESS THE TENDER OFFER IS EXTENDED. This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing American Depositary Shares of MorphoSys are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach The Bank of New York Mellon (the “ADS Tender Agent”) on or before the Expiration Time (as defined in the Offer Document). This form may be delivered by electronic mail or mail to the ADS Tender Agent and must include a Guarantee by an Eligible Institution (as defined in the Offer Document). See Section 13.3.2(d) — “Declaration of Acceptance by Guaranteed Delivery” of the Offer Document. The ADS Tender Agent for the Offer is: The Bank of New York Mellon By Mail: The Bank of New York Mellon Attn: Voluntary Corporate Actions, COY: MPSB P.O. Box 43011 Providence, RI 02940-3011 By Overnight Courier: The Bank of New York Mellon Attn: Voluntary Corporate Actions, COY: MPSB 150 Royall Street, Suite V Canton, MA 02021 By Electronic Mail: canoticeofguarantee@computershare.com All questions on the Offer should be directed to the Information Agent, Georgeson LLC at: (866) 356-7344 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL. THE GUARANTEE INCLUDED HEREIN MUST BE COMPLETED. VOLUNTARY CORPORATE ACTION, COY: MPSB 03ZL0B

Ladies and Gentlemen:Number of ADSs:Certificate Number(s) (if available):Name(s) of RecordHolders: (Please Type or Print)The undersigned represents that the undersigned owns and hereby tenders to the Company, uponthe terms and subject to the conditions set forth in the Offer Document, dated July 4, 2024 (the“Offer Document”), and in the related Letter of Transmittal (together with the Offer Document,the “Offer”), receipt of which is hereby acknowledged, the number of ADSs set forth below, allpursuant to the guaranteed delivery procedures set forth in the Offer Document.VOLUNTARY CORPORATE ACTION, COY: MPSB

Address(es): (Include Zip Code) Area Code(s) and Telephone Number(s): X Signature(s) of Holder(s) Dated: CHECK HERE IF TENDERED ADSs ARE DELIVERED BY BOOK-ENTRY TRANSFER AND PROVIDE THE INFORMATION BELOW. Name(s) of Tendering Institution: Account Number:

GUARANTEE OF DELIVERY (Not to be used for signature guarantee) The undersigned, a financial institution that is a participant in good standing in the Securities Transfer Agent Medallion Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (such institution, an “Eligible Institution”), hereby guarantees to deliver to the ADS Tender Agent either the certificates representing the ADSs tendered hereby, in proper form for transfer, or to deliver ADSs pursuant to the procedure for book-entry transfer into the ADS Tender Agent’s account at The Depository Trust Company, in any such case together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees or an Agent’s Message (as defined in the Offer Document), and any other documents required by the Letter of Transmittal, all within two trading days after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the ADS Tender Agent and must deliver the properly completed and duly executed Letter of Transmittal or an Agent’s Message and certificates for Shares to the ADS Tender Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. In addition, the Tender Agent will not release payment in respect of such ADSs in the event the Eligible Institution fails to deliver such ADSs pursuant hereto. Name of Firm: Address: Area Code and Telephone No.: (Zip Code) Name: Title: Date: (Authorized Signature) (Please type or print) NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED MORPHOSYS AG ADSs SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
VOLUNTARY CORPORATE ACTION, COY: MPSB 4

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

This notice is neither an offer to purchase nor a solicitation of an offer to sell any Shares or ADSs (each as defined below). The Delisting Purchase Offer (as defined below) is made solely by the Offer Document (as defined below) and is being made to all holders of Shares, including those represented by ADSs. The Delisting Purchase Offer is being made pursuant to the German Securities Acquisition and Takeover Act (the “German Takeover Act”) and applicable U.S. securities laws, and the Bidder (as defined below) does not assume any responsibility for making any further announcement or registrations or for obtaining further licenses or approvals in respect of the Delisting Purchase Offer outside of Germany and the United States. The Bidder (as defined below) is not aware of any state where the making of the Delisting Purchase Offer is prohibited by any administrative or judicial action pursuant to any valid U.S. state statute. If the Bidder becomes aware of any valid U.S. state statute prohibiting the making of the Delisting Purchase Offer or the acceptance of the Shares, including Shares represented by ADSs, pursuant thereto, the Bidder will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Delisting Purchase Offer. If, after a good faith effort, the Bidder cannot do so, the Bidder will not make the Delisting Purchase Offer to, nor will tenders be accepted from or on behalf of, the holders of Shares or ADSs in that state.

Notice of Offer to

Purchase for Cash

All No-Par Value Bearer Shares,

Including Those Represented by

American Depositary Shares, of

MorphoSys AG

at

EUR 68.00 per Share

by

Novartis BidCo AG

Novartis BidCo AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the “Bidder”), is offering (together with any amendments or supplements thereto, the “Delisting Purchase Offer”) to acquire all outstanding no-par value registered shares (the “Shares”), not directly held by Novartis BidCo Germany AG, of MorphoSys AG, including Shares represented by American Depositary Shares (“ADSs”, and together with the Shares, “MorphoSys Securities”), a German stock corporation (“MorphoSys”), at a purchase price of EUR 68.00 per Share in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer Document published July 4, 2024 (the “Offer Document”) and (i) with respect to holders of Shares (but not ADSs) (“Shareholders”), in the declaration of acceptance (the “Declaration of Acceptance”) and (ii) with respect to holders of ADSs (the “ADS Holders”, and together with Shareholders, the “MorphoSys Securityholders”), in the ADS letter of transmittal (the “ADS Letter of Transmittal”). This notice applies only to Shares held by Shareholders in the United States and ADSs. The Bidder is an indirect wholly-owned subsidiary of Novartis AG (“Novartis”), a publicly listed company whose stock trades on the SIX Swiss Exchange under the ticker symbol “NOVN” and on the New York Stock Exchange in the form of American Depositary Shares under the ticker symbol “NVS”. Novartis AG is not controlled by any of its shareholders.

THE ACCEPTANCE PERIOD (AS DEFINED BELOW) WILL EXPIRE ON AUGUST 2, 2024 (24:00 HOURS LOCAL TIME FRANKFURT AM MAIN, FEDERAL REPUBLIC OF GERMANY (“FRANKFURT TIME”)/6:00 P.M. LOCAL TIME NEW YORK, U.S.A. (“NEW YORK TIME”)), UNLESS THE ACCEPTANCE PERIOD IS EXTENDED.

As described more fully in the Offer Document, the Delisting Purchaser Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions..

Pursuant to the terms of a Delisting Agreement, dated June 20, 2024, entered into among MorphoSys AG, the Bidder and Novartis (the “Delisting Agreement”), MorphoSys’s Management Board and Supervisory Board have undertaken to support the Delisting Purchase Offer and to recommend it to the MorphoSys Securityholders, subject to standard fiduciary out provisions contained in the Delisting Agreement. In addition, MorphoSys’s Management Board and Supervisory Board have undertaken to support the delisting of the MorphoSys Securities from both the Frankfurt Stock Exchange and Nasdaq, as well as the deregistration of the MorphoSys Securities under the U.S. Exchange Act.

1 

The Bidder has appointed Deutsche Bank AG to act as central settlement agent in connection with the Delisting Purchase Offer (the “Central Settlement Agent”). The acceptance of the Delisting Purchase Offer by ADS Holders may only be made through The Bank of New York as tender agent (the “ADS Tender Agent”).

ADS Holders who tender their ADSs will receive the Offer Price in U.S. dollars. The Offer Price will be converted into U.S. dollars by the ADS Tender Agent by sale or any other manner it may determine. All Shareholders of Shares tendered in the Delisting Purchase Offer will receive the Offer Price in Euros.

The period during which the Delisting Purchase Offer may be accepted (together with any extensions thereof, the “Acceptance Period”) will begin on July 4, 2024 and will end on August 2, 2024 at 24:00 hours Frankfurt Time/6:00 p.m. New York Time, unless the Acceptance Period is extended. In accordance with applicable German law, the Acceptance Period will be automatically extended by law in the following circumstances: (1) upon the publication of an amendment of the Delisting Purchase Offer within two weeks of the scheduled expiration of the Acceptance Period, in which case the Acceptance Period will be extended by two weeks from the date of such scheduled expiration; (2) if a third party makes a competing offer and the Acceptance Period would otherwise have expired before the expiration of the acceptance period of such competing offer, in which case the Acceptance Period will be automatically extended so that it expires at the same time as the acceptance period of such competing offer; and (3) if a general meeting of MorphoSys is convened in connection with the Delisting Purchase Offer following publication of the Offer Document, in which case the Acceptance Period will be extended to ten weeks beginning from the date of publication of the Offer Document. During any such extension, all MorphoSys Securities previously tendered and not properly withdrawn will remain subject to the Delisting Purchase Offer, subject to the rights of a tendering MorphoSys Securityholder to withdraw such tendered MorphoSys Securities. Any such extension will be published in accordance with German law and will also be announced by press release in the United States.

ADS Holders may accept the Delisting Purchase Offer with respect to the Shares represented by their ADSs by timely delivering to the ADS Tender Agent (1) American Depository Receipts evidencing ADSs (“ADRs”) or a confirmation of a book-entry transfer of such ADSs into the ADS Tender Agent’s account at The Depository Trust Company (“DTC”), unless, in each case, the ADSs are held directly in uncertificated form not evidenced by ADRs and not in a securities account with a broker or other securities intermediary; (2) a properly completed and duly executed ADS Letter of Transmittal or an Agent’s Message (as defined in the Offer Document) in connection with a book-entry transfer of ADSs; and (3) any other documents required by the ADS Letter of Transmittal. In certain cases, ADS holders may tender in accordance with procedures for guaranteed delivery described in Section 13.2.2(d) of the Offer Document.

Shareholders may only accept the Delisting Purchase Offer by delivering a declaration of acceptance (the “Declaration of Acceptance”) to the investment services enterprise maintaining the securities account that holds such Shareholders’ Shares (the “Custodian Bank”). Shareholders holding Shares through a Custodian Bank may obtain the Declaration of Acceptance from that Custodian Bank. Until settlement of the Delisting Purchase Offer pursuant to the terms and conditions of the Offer Document, the Shares for which the Declaration of Acceptance has become effective remain in the respective securities account of the accepting Shareholders but are re-booked to a different International Securities Identification Number (“ISIN”) at Clearstream Banking AG, Frankfurt am Main, Germany (“Clearstream”) and in the securities account of the accepting Shareholder.

The Declaration of Acceptance will only become effective upon the Shares having been re-booked to the relevant ISIN in time. As a prerequisite, the Declaration of Acceptance must be delivered to the relevant Custodian Bank within the Acceptance Period, as applicable. If a Declaration of Acceptance has been delivered to the relevant Custodian Bank within the Acceptance Period, as applicable, the re-booking of the MorphoSys Shares will be considered to have been performed in time if the re-booking at Clearstream has occurred no later than 18:00 hrs Frankfurt Time/12:00 p.m. New York Time on the second FSE Trading Day (as defined in the Offer Document) following the expiration of the Acceptance Period, as applicable.

The Bidder shall become obligated to pay for the tendered Shares, including Shares represented by ADSs, upon acceptance of the Delisting Purchase Offer from the MorphoSys Securityholders.

The Bidder will pay for Shares represented by ADSs pursuant to the Delisting Purchase Offer by depositing the Offer Price with the ADS Tender Agent. Subject to the terms and conditions of the Delisting Purchase Offer, with respect to Shares represented by ADSs tendered during the Acceptance Period and not validly withdrawn, the Bidder shall pay the Offer Price to the ADS Tender Agent’s cash account in Germany without undue delay, however no later than four Banking Days following the publication of the tender results after the expiration of the Acceptance Period.

2 

Subject to the terms and conditions of the Delisting Purchase Offer, the Central Settlement Agent shall transfer the Offer Price for Shares via Clearstream to the relevant Custodian Bank without undue delay, however no later than four Banking Days following, with respect to the Shares tendered during the Acceptance Period and not validly withdrawn, the publication of the tender results after the expiration of the Acceptance Period.

THE MORPHOSYS SECURITYHOLDERS WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE DELISTING PURCHASE OFFER DURING THE ACCEPTANCE PERIOD, INCLUDING ANY EXTENSION THEREOF. SEE SECTION 17 OF THE OFFER DOCUMENT.

The Staff of the SEC’s Division of Corporation Finance has stated that they are in a position to grant relief with respect to matters in which the securities laws and practice in the United States conflict with those in Germany. See Section 21 of the Offer Document.

This notice and the Offer Document have been prepared on the basis that such relief has been granted to allow, among other things:

· the payment for Shares in accordance with German practice in the manner described in Section 13.1 of the Offer Document;

· with respect to Shares tendered during the Acceptance Period, to suspend withdrawal rights from the end of the Acceptance Period until publication of the tender results after the end of the Acceptance Period pursuant to Sec. 23 para. 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), in accordance with Section 13 of the Offer Document;

· to issue any notice of extension of the Acceptance Period in accordance with German practice in the manner described in Section 5.2 of the Offer Document;

· the Acceptance Period to be extended by two calendar weeks, rather than ten U.S. business days following an amendment of the Offer occurring during the last two weeks of the Acceptance Period, even if two calendar weeks were a shorter period than ten U.S. business days; and

· to make purchases outside of the Offer in accordance with German law in the manner described in Section 6.8 of the Offer Document.

MorphoSys Securityholders who have exercised their right of withdrawal may re-accept the Offer only prior to the end of the Acceptance Period. ADS Holders may exercise their rights of withdrawal by timely delivering a written notice of withdrawal to the ADS Tender Agent specifying (1) the name of the person who tendered the ADSs to be withdrawn and (2) the number of ADSs to be withdrawn and the name of the registered holder of such ADSs, if the name is different from the person who tendered such ADSs. If ADRs evidencing ADSs to be withdrawn have been delivered to the ADS Tender Agent, then, prior to the physical release of such ADRs, the certificate numbers shown on such ADRs must be submitted to the ADS Tender Agent and the signature(s) on the notice of withdrawal must be medallion guaranteed if the original ADS Letter of Transmittal required a signature guarantee. If ADSs representing Shares have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the DTC to be credited with the withdrawn ADSs or must otherwise comply with the DTC’s procedures.

Shareholders may exercise their rights of withdrawal outlined above with respect to Shares only by (1) declaring their withdrawal to their Custodian Bank in writing and in a timely manner for a specified number of tendered Shares (in the event that no number is specified, the withdrawal will be deemed to have been declared for all of the tendered Shares of the Shareholder concerned) and (2) instructing their Custodian Bank to re-book an equivalent number of Shares under the appropriate securities identification number or to reverse the book-entry transfer of such tendered Shares. The declaration of withdrawal will become effective upon the timely reversal of the book-entry transfer of the withdrawn Shares.

3 

The receipt of cash in the Delisting Purchase Offer in exchange for Shares will generally be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction for German income tax purposes and under other applicable state, local or foreign income or other tax laws. MorphoSys Securityholders should consult their tax advisors about the particular effect the acceptance of the Delisting Purchase Offer will have on them. For more information on the U.S. federal income tax and German income tax consequences of accepting the Delisting Purchase Offer, see Section 20 of the Offer Document.

The Offer Document also includes important information about the Bidder’s intentions with respect to MorphoSys if the Delisting Purchase Offer is successful. MorphoSys Securityholders are urged to review that information carefully as it may affect their decision as to whether or not to tender Shares, including Shares represented by ADSs.

The information required to be disclosed by Rule 14d-6(d)(1) promulgated under the Exchange Act is contained in the Offer Document and is incorporated herein by reference.

The Offer Document and the applicable related documents described herein contain important information which should be read carefully before any decision is made with respect to the Delisting Purchase Offer.

Questions and requests for assistance or copies of the Offer Document, the Declaration of Acceptance or the ADS Letter of Transmittal and other tender offer documents may be directed to the Information Agent. Contact information with respect to the Information Agent is set forth below. Copies of any tender offer documents will be furnished promptly upon request at the Bidder’s expense. Furthermore, the German Offer Document and English translation thereof have been published on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer, where they can be downloaded and printed.

ADS Holders who hold their ADSs through a broker or other securities intermediary and whose broker or other securities intermediary accepts the Delisting Purchase Offer on the ADS Holders behalf, may be charged a fee. ADS Holders who accept the Delisting Purchase Offer to acquire the Shares represented by their ADSs directly will not be charged brokerage fees. Any stock exchange tax, sales tax or stamp tax, resulting from acceptance of the Delisting Purchase Offer shall be borne by the Bidder. The fee to be paid to the MorphoSys Depositary for the cancellation of the ADSs (USD 0.05 per ADS) will be borne by the Bidder.

The acceptance of the Delisting Purchase Offer in principle shall be free of costs and expenses of the Custodian Banks for the Shareholders who hold their Shares in a securities deposit account in the Federal Republic of Germany (except for the costs for transmitting the Declaration of Acceptance to the relevant Custodian Bank). For this purpose, the Bidder will pay to the Custodian Banks a compensation which has been separately communicated to them and which includes a market-standard custodian bank commission. For the avoidance of doubt, the Bidder wishes to point out that it cannot, however, issue binding instructions to the Custodian Banks on what costs and expenses the Custodian Banks charge for the acceptance of the Delisting Purchase Offer.

Costs imposed by other Custodian Banks or foreign intermediate custodians shall be borne by each accepting Shareholder.

The Central Settlement Agent for the Delisting Purchase Offer is:

Deutsche Bank AG

Taunusanlage 12

60325 Frankfurt am Main

Federal Republic of Germany

Fax: +49 69 910 38794

E-mail: dct.tender-offers@db.com

The ADS Tender Agent for the Delisting Purchase Offer is:

The Bank of New York

Registered, Certified or Express Mail	By Overnight Courier
The Bank of New York	The Bank of New York
Attn: Voluntary Corporate Actions, COY:	Attn: Voluntary Corporate Actions,
MPSB	COY: MPSB
P.O. Box 43011	150 Royal Street, Suite V
Providence, RI 02940-3011	Canton, MA 02021
United States	United States

4 

The Information Agent for the Delisting Purchase Offer is:

Georgeson

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

ADS holders should contact:

Call Toll Free: +1 (866) 356-7344

Outside the U.S. Call: +1 (781) 236-4704

Email: MorphoSysADS@Georgeson.com

5 

EX-99.(A)(1)(H)

Form W-9 (Rev. March 2024) Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Print or type. See Specific Instructions on page 3. 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.) 2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor C corporation S corporation Partnership Trust/estate LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) .... Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. Other (see instructions) 3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions ......... 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) (Applies to accounts maintained outside the United States.) 5 Address (number, street, and apt. or suite no.). See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number – – or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person Date General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What’s New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification. New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Exhibit (a)(1)(H)

Form W-9 (Rev. 3-2024) Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third-party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).

Form W-9 (Rev. 3-2024) Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation. • Individual or • Sole proprietorship Individual/sole proprietor. • LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

Form W-9 (Rev. 3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . . THEN the payment is exempt for . . . • Interest and dividend payments All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions and patronage dividends Exempt payees 1 through 4. • Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5.2 • Payments made in settlement of payment card or third-party network transactions Exempt payees 1 through 4. 1See Form 1099-MISC, Miscellaneous Information, and its instructions. 2However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 3-2024) Page 5 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee1 b. So-called trust account that is not a legal or valid trust under state law The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** The grantor* For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax-exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))** The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2Circle the minor’s name and furnish the minor’s SSN. 3You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) *Note: The grantor must also provide a Form W-9 to the trustee of the trust. **For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Form W-9 (Rev. 3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany

Technical specifications for settlement

MorphoSys Shares:	ISIN DE0006632003
Tendered MorphoSys Shares:	ISIN DE000A40ESD9
MorphoSys ADS:	ISIN US6177602025

The no-par value bearer shares (Stückaktien) of MorphoSys AG (“MorphoSys”) are evidenced by global certificates eligible for collective custody.

Important note:

The settlement of the Delisting Purchase Offer for MorphoSys ADSs is not the subject of these technical specifications. As regards acceptance of the Delisting Purchase Offer for MorphoSys ADSs, please refer to the relevant publications by the relevant depositary where MorphoSys ADSs are held, and to the relevant sections of the Offer Document. The Bank of New York Mellon acts as the tender agent for the Delisting Purchase Offer for MorphoSys ADSs, with the contact details set out in Section 13.2.1 of the Offer Document.

Public Delisting Purchase Offer

Novartis BidCo AG (“Bidder”) offers all MorphoSys shareholders (“MorphoSys Shareholders”) to acquire their no-par value bearer shares (Stückaktien) with a notional interest in the share capital of € 1.00 each (ISIN DE0006632003) (“MorphoSys Shares”) for a purchase price of € 68.00 per share in accordance with the terms and conditions outlined in the Offer Document (“Delisting Purchase Offer”). The only legally binding information in respect of the Delisting Purchase Offer is the information contained in the offer document published on 4 July 2024 (“Offer Document”).

The offer contained in the Offer Document is a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) to all shareholders of MorphoSys (collectively the “MorphoSys Shareholders”, and each individually a “MorphoSys Shareholder”) and all holders of American Depositary Shares representing MorphoSys Shares (collectively the “MorphoSys ADS Holders”, and each individually a “MorphoSys ADS Holder”).

The object of the Offer is the acquisition of all MorphoSys Shares not held directly by the Bidder and of all MorphoSys Shares represented by American Depositary Shares (collectively the “MorphoSys ADSs”, and each a “MorphoSys ADS”), whether or not evidenced by American Depositary Receipts (collectively the “MorphoSys ADRs”, and each a “MorphoSys ADR”).

The MorphoSys Shares and the MorphoSys ADSs are collectively referred to as the “MorphoSys Securities”, and the MorphoSys Shareholders and MorphoSys ADS Holders are hereinafter collectively referred to as the “MorphoSys Securityholders”.

The Delisting Purchase Offer provides for the delisting of MorphoSys Shares (the “Delisting”). For this purpose, on 20 June 2024, the Bidder and MorphoSys entered into a delisting agreement (the “Delisting Agreement”). Under the Delisting Agreement, MorphoSys undertook towards the Bidder, subject to compliance with applicable law and fiduciary duties of MorphoSys and the review of the Offer Document, to support the Delisting and to file an application for the revocation of the admission of all MorphoSys Shares to trading on the regulated market (regulierter Markt) of Frankfurt Stock Exchange (“FSE”) (the “Delisting Application”). The Delisting Application must be submitted no later than one (1) week prior to the end of the Acceptance Period (as defined in Sec. 5.1 of the Offer Document). The Delisting will not become effective before the end of the Acceptance Period. In accordance with the terms and conditions of the Open Market (Freiverkehr) of the Berlin stock exchange (Wertpapierbörse Berlin), after effectiveness of the Delisting, the inclusion of MorphoSys Shares to trading on the Berlin Second Regulated Market sub-segment of the Berlin stock exchange is also expected to end, as the inclusion requirements will not exist any longer. Furthermore, MorphoSys has undertaken in the Delisting Agreement to use its best efforts to promptly take all steps required to terminate the inclusion of MorphoSys Shares in the Berlin Second Regulated Market sub-segment of the regulated unofficial market (Freiverkehr) of the Berlin Stock Exchange and in the unregulated open market (Freiverkehr) on the stock exchanges of Dusseldorf, Hamburg, Hanover, Munich and Stuttgart, as well as on Tradegate Exchange, insofar as this inclusion took place at the request of MorphoSys, with effect at the earliest at the time of Delisting.

Pursuant to Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, “BörsG”), at the date an application pursuant to Sec. 39 para. 2 sentence 1 BörsG for the revocation of the admission to trading on the regulated market (regulierter Markt) is filed, an offer document pursuant to the German Securities Transfer Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) must have been published which contains a delisting purchase offer to acquire all shares of the target company affected by the delisting for a cash consideration in Euro, and the document must refer to the delisting application. Such delisting purchase offer must comply with both the requirements of Sec. 39 BörsG and the provisions of the WpÜG applicable to acquisition offers, including any regulations enacted under the WpÜG. The Offer Document and the Delisting Purchase Offer therefore satisfy not only the requirements according to the WpÜG, but also meet the requirements under the BörsG for a delisting purchase offer, including the minimum price requirements, to the MorphoSys Shareholders affected by the Delisting.

Following the completion of the Previous Takeover Offer (as defined in Sec. 6.7.1 of the Offer Document), the completion of the Side Purchases (as defined in Sec. 15.1(a) of the Offer Document) and the completion of the Contribution (as defined in Sec. 6.7.4 of the Offer Document), the Bidder indirectly through its subsidiary Novartis BidCo Germany AG (previously named Youco M23-H170 Vorrats-AG), a stock corporation (Aktiengesellschaft) established under German law, with registered office in Munich, Germany, registered with the commercial register (Handelsregister) of the Munich local court (Amtsgericht) under HRB 283042 (“Novartis BidCo Germany”), holds 34,337,809 MorphoSys Shares (corresponding to approximately 91.04% of the share capital and approximately 91.17% of the voting share capital of MorphoSys) and therefore already controls MorphoSys within the meaning of Sec. 29 para. 2 WpÜG in conjunction with Sec. 30 para. 1 sentence 1 no. 1 and sentence 3 WpÜG. Therefore, the Delisting Purchase Offer constitutes a public tender offer (einfaches Erwerbsangebot) and the specific provisions of the WpÜG relating to takeover offers (Übernahmeangebote) and mandatory offers (Pflichtangebote) only apply to the Delisting Purchase Offer as provided by Sec. 39 BörsG. Novartis BidCo Germany was also not obliged to make a public mandatory offer (Pflichtangebot) to MorphoSys Shareholders following the Contribution described in more detail in Sec. 6.7.4 of the Offer Document. On 21 June 2024, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) approved voting rights from the MorphoSys Shares so transferred to be disregarded in the calculation of the proportion of voting rights pursuant to Sec. 36 no. 3 WpÜG.

In particular, the Delisting Purchase Offer is not subject to any offer conditions (see Sec. 12 of the Offer Document), the consideration satisfies the requirements pursuant to Sec. 39 para. 3 sentence 2 BörsG (see Sec. 10 of the Offer Document), and the Offer Document in Sec. 9.1 contains the notices pursuant to Sec. 2 no. 7a of the Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots – WpÜG-Angebotsverordnung) (“WpÜG Offer Regulation”, and together with the WpÜG and the BörsG the “German Offer and Delisting Rules”).

Furthermore, the Delisting Purchase Offer is carried out in accordance with the securities laws of the United States of America (the “United States” or the “U.S.”), including the provisions applicable to tender offers of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the rules and regulations promulgated thereunder (together with exemptive or no-action relief from the U.S. Securities and Exchange Commission (the “SEC”) to reconcile certain areas where German law and U.S. law conflict, the “U.S. Offer Rules”). As described in Sec. 21 of the Offer Document, the Bidder applied for exemptive or no-action relief prior to the publication of the Offer Document, which was granted on 3 July 2024.

Special notice to MorphoSys Securityholders with place of residence, seat or place of habitual abode in the United States or elsewhere outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area

The Delisting Purchase Offer relates to shares in a German stock corporation (Aktiengesellschaft) that are traded on the FSE and is subject to the statutory provisions of the Federal Republic of Germany regarding the implementation of such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, as more fully described in Sec. 4 and Sec. 13 of the Offer Document, the payment and settlement procedure with respect to the Delisting Purchase Offer will comply with the relevant German Offer and Delisting Rules, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.

Furthermore, certain financial information in the Offer Document has been determined in accordance with the International Financial Reporting Standards (“IFRS® Accounting Standards”) as issued by the International Accounting Standards Board (“IASB®”) and may therefore not be comparable to financial information on U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States as published by the U.S. Financial Accounting Standards Board (“FASB”).

MorphoSys Securityholders resident in the United States are advised that references in the Offer Document to a MorphoSys Securityholder’s “acceptance of the Delisting Purchase Offer” relate to and are interchangeable with references to “tendering” their MorphoSys Securities in the Delisting Purchase Offer, and that “acceptance of the Delisting Purchase Offer” by any MorphoSys Securityholder is the legal equivalent of such MorphoSys Securityholder tendering their securities in a tender offer that is subject exclusively to the U.S. Offer Rules.

The Delisting Purchase Offer has not been approved or disapproved by the SEC or any state securities commission in the United States, nor has the SEC or any state securities commission in the United States passed upon the fairness or merits of, or upon the accuracy or adequacy of, the information contained herein. Any representation to the contrary is unlawful. The Delisting Purchase Offer will not be submitted to the review procedure of any securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such regulator, however, in the United States a Schedule TO (as defined in Sec. 1.5 of the Offer Document) will be filed with the SEC and published.

The Bidder and its affiliates within the meaning of US law (the “Affiliates”) or their brokers (acting as agents of the Bidder or its Affiliates) may acquire, or make arrangements to acquire, MorphoSys Shares other than in the course of the Delisting Purchase Offer via the stock exchange at market prices or outside the stock exchange on negotiated terms during the period in which the Delisting Purchase Offer remains open for acceptance or afterwards, provided that (i) such acquisitions or arrangements to acquire (if made during the pendency of the Delisting Purchase Offer) are made outside of the United States, and (ii) such acquisitions or arrangements to acquire comply with the applicable statutory provisions, in particular the German Offer and Delisting Rules and, to the extent applicable, the U.S. Offer Rules. This also applies to other securities convertible into, exchangeable for or exercisable for MorphoSys Shares. The offer price may have to be increased to match any consideration paid for any acquisition by the Bidder or any of its Affiliates of MorphoSys Shares outside the Delisting Purchase Offer during the pendency of the Delisting Purchase Offer, if higher than the offer price (see Sec. 6.8 of the Offer Document). Information about such acquisitions or arrangements to acquire will be published pursuant to Sec. 23 para. 2 WpÜG in the German Federal Gazette (Bundesanzeiger). Such information will also be published (in German and in a non-binding English translation) on the Bidder’s website at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

MorphoSys Securityholders who are residing in the United States, or another country outside of the Federal Republic of Germany, may have difficulties to enforce rights and claims arising under (i) the laws of the country of residency or (ii) U.S. federal securities laws (e.g., because MorphoSys is incorporated in the Federal Republic of Germany, the Bidder is incorporated in Switzerland and some or all of the Bidder’s officers and directors may be residents of a country other than the country of residency of the MorphoSys Securityholders). A MorphoSys Securityholder may not be able to sue, in a court in the country of residency, a foreign company or its officers or directors for violations of the laws of the country of residency. Further, it may be difficult to compel a foreign company and its Affiliates to subject themselves to a judgment of a court of the country of residency.

The receipt of the offer price pursuant to the Delisting Purchase Offer may be a taxable transaction under applicable tax laws, including those of a MorphoSys Securityholder’s country of residence, and will generally be a taxable transaction to “U.S. Holders” (as defined in Sec. 20.1 of the Offer Document) for U.S. federal income tax purposes (see Sec. 20.1 of the Offer Document). MorphoSys Securityholders are urged to consult an independent professional advisor immediately regarding the tax consequences of acceptance of the Delisting Purchase Offer. None of the Bidder, any persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 sentence 1 and sentence 3 WpÜG or any of the Bidder’s or their directors, officers or employees accept responsibility for any tax effects on or liabilities of any person as a result of the acceptance of the Delisting Purchase Offer.

Publication and dissemination of the Offer Document and related documents

The Offer Document, the publication of which has been approved by BaFin on 4 July 2024 in German, is published on 4 July 2024 by way of (i) announcement on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer, and (ii) keeping available copies of the Offer Document free of charge at Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (requests to obtain a copy of the Offer Document to be made via email to dct.tender-offers@db.com or by fax to +49 69 910 38794 indicating a valid mailing address). The announcement about keeping available copies of this Offer Document free of charge in the Federal Republic of Germany and the internet address at which the publication of the Offer Document occurs will be published on 4 July 2024 in the German Federal Gazette (Bundesanzeiger).

Further, the Offer Document will be published in German together with an English language version as part of the Schedule TO. The English language version of the Offer Document, which has not been reviewed by BaFin, has also been made available at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer. In the United States, the corresponding announcement will be made in The New York Times (U.S. Edition). In addition, the Bidder intends to mail the English version of the Offer Document to all MorphoSys ADS Holders.

The Schedule TO and any amendments thereto, exhibits to the Schedule TO, and other information that the Bidder and Novartis AG have filed electronically with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov/edgar/browse/?CIK=1114448.

MorphoSys is required under the Delisting Agreement to prepare and file a solicitation/recommendation statement pursuant to Sec. 14(d)(4) of the U.S. Exchange Act with the SEC on Schedule 14D-9 (the “Schedule 14D-9”), setting forth the recommendation of MorphoSys with respect to the Delisting Purchase Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of the Schedule 14D-9 may also be examined at the SEC after the filing of the Schedule 14D-9 with the SEC on the date of publication of the Joint Reasoned Statement (as defined in Sec. 7.6 of the Offer Document), and copies may also be obtained from the SEC free of charge at the SEC’s website at www.sec.gov/edgar/browse/?CIK=1340243. In addition, a copy of the Delisting Purchase Offer, means of tender of MorphoSys Shares and certain other related offer documents (once they become available) may be obtained free of charge at Novartis AG’s website at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer. A copy of the Schedule 14D-9 (once it becomes available) also may be obtained free of charge at MorphoSys’ website at www.morphosys.com/en/investors/Novartis-TakeoverOffer, or by contacting MorphoSys’ investor relations department at +49 89 89927 404.

MorphoSys Securityholders are urged to read this document carefully because it contains important information that such persons should consider before making any decision regarding tendering their MorphoSys Shares or MorphoSys ADSs.

The publication, dispatch, distribution or dissemination of the Offer Document or other documents related to the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The Offer Document and other documents related to the Delisting Purchase Offer may not be dispatched to, or disseminated, distributed or published by third parties in, countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the Offer Document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute or disseminate the Offer Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

Acceptance of the offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States

The Delisting Purchase Offer may be accepted by all domestic and foreign MorphoSys Securityholders in accordance with the terms and conditions outlined in the Offer Document and the applicable statutory provisions. However, acceptance of the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. MorphoSys Securityholders who come into possession of the Offer Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States who wish to accept the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States and/or who are subject to statutory provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States are advised to inform themselves of the relevant applicable statutory provisions and to comply with them. Neither the Bidder or any persons acting jointly with the Bidder nor the ADS Tender Agent assume responsibility for acceptance of the Delisting Purchase Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States being permissible under the relevant applicable statutory provisions.

Other publications

All publications and announcements required according to the WpÜG or applicable capital market law provisions of the United States in connection with the Delisting Purchase Offer will be published on the internet at “www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer” and, to the extent necessary pursuant to the provisions of the WpÜG, in the Federal Gazette (Bundesanzeiger).

All publications relating to the Delisting Purchase Offer that are necessary for the technical settlement by custodian banks will be made in “Wertpapier-Mitteilungen” (“WM”).

Acceptance Period

The acceptance period begins on Thursday, 4 July 2024, and ends on Friday, 2 August 2024, 24:00 hours CEST (the “Acceptance Period”). An extension of the Acceptance Period is not provided for, except in the cases prescribed by law.

Offer conditions

The Delisting Purchase Offer is not subject to any offer conditions.

Settlement Agent

Deutsche Bank AG, Frankfurt am Main, Germany, involving DB Investment Services GmbH, CA Processing & Instructions Rights, Wilhelm-Fay-Str. 31-37, 65936 Frankfurt am Main, Germany, fax: +49 (0)69 12012-66096, acts as central settlement agent for the Delisting Purchase Offer.

As of now:

Provision of information to custody clients

Custodian banks are asked to provide MorphoSys Shareholders, at the beginning of the Acceptance Period and in compliance with the above distribution requirements, with (i) the individual client letter form set out below herein in German and English versions (Annexes 1 and 3) and (ii) the declaration of acceptance form in German and English versions (Annexes 2 and 4). Each custodian bank is required to conduct a legal review and has responsibility to verify whether documents may be sent to countries outside the Federal Republic of Germany and the United States in accordance with the capital market law of each jurisdiction.

Thursday, 4 July 2024

Commencement of the Acceptance Period

MorphoSys Shareholders can only accept the Delisting Purchase Offer in writing or in text form within the Acceptance Period.

The Delisting Purchase Offer is expected to be settled starting from Tuesday, 9 July 2024, exclusively via the CASCADE settlement system of Clearstream Banking AG, Frankfurt am Main, Germany (“CBF”). Custodian banks are requested, in accordance with sales orders received from their customers, to rebook shares of the class MorphoSys Shares (ISIN DE0006632003) to the interim class “Tendered MorphoSys Shares” (ISIN DE000A40ESD9) in CASCADE (RTS) at a ratio of 1 : 1 once a day before 18:00 hours. The Delisting Purchase Offer is validly accepted only if shares have been so rebooked (all of these MorphoSys Shares, the “Tendered MorphoSys Shares”). Entry in CASCADE will be made by means of the “Fractional shares/full shares combination” function (securities transfer and fractional shares (FS) indicator specification 04). Tendered MorphoSys Shares and MorphoSys Shares rebooked to ISIN DE000A40ESD9 will initially remain in the shareholder’s securities account.

Reporting results

By accepting the Delisting Purchase Offer, the relevant MorphoSys Shareholder authorises their custodian bank to instruct and authorise CBF, during the (extended) Acceptance Period, to report to the central settlement agent on each trading day the number of Tendered MorphoSys Shares (ISIN DE000A40ESD9) booked on their accounts maintained with CBF. With the transfer to ISIN DE000A40ESD9, the relevant custodian bank also agrees to disclose such holding to Deutsche Bank AG.

Tradability of the Tendered MorphoSys Shares

There will be no trading in Tendered MorphoSys shares (ISIN DE000A40ESD9).

Trading in MorphoSys Shares not tendered for acceptance of the Delisting Purchase Offer (ISIN DE0006632003) remains unaffected by this Delisting Purchase Offer.

Friday, 2 August 2024

Last day of the Acceptance Period

The custodian banks are to accept the Shareholders’ declarations of acceptance by Friday, 2 August 2024, 24:00 hours CEST. The book entry transfer of the Tendered MorphoSys Shares to the interim securities category shall generally be completed in CASCADE by 18:00 hours CEST on the last day of the Acceptance Period. Declarations of acceptance received later, by 24:00 hours CEST on 2 August 2024, must be accepted by the custodian banks and re-booked within the time limit for supplementary entries. It is essential to ensure that the declarations of acceptance are received in good time within the Acceptance Period.

Note for Clearstream participants acting as intermediate custodians for foreign custodian banks.

The same applies to shareholders domiciled abroad. Their declarations of acceptance must also be received by their local custodian banks by 24:00 hours CEST or the corresponding local time. The book entry transfer request from the foreign custodian bank, in contrast, does not necessarily have to be received by the Clearstream participant by 24:00 hours CEST on 2 August 2024 but only in time for the Clearstream participant to make a book entry transfer to the interim securities category by Tuesday, 6 August 2024, 18:00 hours CEST.

Tuesday, 6 August 2024

Last opportunity to make timely book entry transfers to the interim securities category

Custodian banks provided with declarations of acceptance that were unable to transfer the relevant MorphoSys Shares to the interim securities category in time are given the opportunity to make book entry transfers in Real-Time Settlement (RTS) until Tuesday, 6 August 2024, 18:00 hours CEST.

Open stock exchange transactions in MorphoSys Shares with a closing date of 2 August 2024 can therefore be taken into account in the settlement of the Delisting Purchase Offer by CBF.

The declaration of acceptance will lapse for MorphoSys Shares that have not been re-booked by 6 August 2024, 18:00 hours CEST.

Potential extension of the Acceptance Period

The Bidder may amend the Delisting Purchase Offer up to one working day before the end of the Acceptance Period. If the Delisting Purchase Offer is amended within the last two weeks before the end of the Acceptance Period, the Acceptance Period is automatically extended by two weeks and will then end on Friday, 16 August 2024, 24:00 hours CEST.

If a competing public purchase or exchange offer is made by a third party in accordance with Sec. 22 para. 1 WpÜG (“Competing Offer”) during the Acceptance Period for the Delisting Purchase Offer and if the Acceptance Period for the Delisting Purchase Offer ends prior to end of the Acceptance Period for the Competing Offer, the end of the Acceptance Period for the Delisting Purchase Offer shall be determined by reference to the end of the acceptance period for the Competing Offer (Sec. 22 para. 2 WpÜG). This applies even if the Competing Offer is amended or prohibited or violates statutory provisions.

If a general meeting (Hauptversammlung) of MorphoSys is convened in connection with the Delisting Purchase Offer following publication of the Offer Document, the Acceptance Period will be extended to ten (10) weeks beginning with publication of the Offer Document in accordance with Sec. 16 para. 3 WpÜG (i.e., until 12 September 2024, 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time)).

Right of withdrawal

MorphoSys Securityholders who have accepted the Delisting Purchase Offer during the Acceptance Period may withdraw their acceptance at any time until the end of the Acceptance Period, without having to give any reason. MorphoSys Securityholders who have exercised their right of withdrawal may re-accept the Delisting Purchase Offer only prior to the end of the Acceptance Period.

In the event of an amendment of the Delisting Purchase Offer, the MorphoSys Securityholders may withdraw their acceptance at any time prior to the end of the Acceptance Period if they had already accepted the Delisting Purchase Offer prior to publication of the amendment. If a Competing Offer is made during the Acceptance Period for the Delisting Purchase Offer, the MorphoSys Securityholders who have already accepted the Delisting Purchase Offer may withdraw their acceptance prior to the end of the Acceptance Period, provided they had declared their acceptance before the offer document of the Competing Offer was published.

Such withdrawal of the MorphoSys Shareholders shall be made in writing or in text form; the declaration must be received by the custodian bank within the Acceptance Period and the Tendered MorphoSys Shares shall be re-booked to ISIN DE0006632003. For this purpose, the custodian banks must implement the declarations of withdrawal without undue delay, at the latest by the second banking day after the end of the - possibly extended - Acceptance Period by no later than 18:00 hours CEST, by re-booking the Shares to ISIN DE0006632003 in CASCADE at CBF.

Within the Acceptance Period, re-bookings triggered by withdrawals from the interim securities category ISIN DE000A40ESD9 to the category MorphoSys Shares (ISIN DE0006632003) can be carried out by means of the function “Fractional shares/full shares combination” (securities transfer and indicator fractional shares (FS) specification 03).

Expected date: Wednesday, 7 August 2024

Publication of the result of the Delisting Purchase Offer (Sec. 23 para. 1 sentence 1 no. 2 WpÜG) on the internet at “www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer“ and in the Federal Gazette (Bundesanzeiger).

Settlement

The Delisting Purchase Offer for the MorphoSys Shares Tendered during the Acceptance Period (ISIN DE000A40ESD9) will be settled without undue delay, but no later than on the fourth Banking Day following publication of the tender results after the end of the Acceptance Period. CBF will arrange for the purchase price of €68.00 per MorphoSys Share for the Tendered MorphoSys Shares (ISIN DE000A40ESD9) booked on their accounts with CBF to be credited to the custodian banks for the relevant holdings on the evening of 12 August 2024, concurrently (Zug um Zug) with the debiting of the Tendered MorphoSys Shares with value date 13 August 2024 (“Settlement”).

Custodian bank commission

The acceptance of the Delisting Purchase Offer shall take place free of costs and expenses of the custodian banks for the MorphoSys Shareholders who have their MorphoSys Shares held in safe custody by a domestic financial institution (including domestic subsidiaries of foreign financial institutions) (except for the costs for transmitting the declaration of acceptance to the relevant custodian bank). The Bidder will therefore pay the domestic custodian banks €7.50 per securities account/client if the Delisting Purchase Offer is accepted and becomes effective. The commission is only paid to domestic custodian banks whose holdings are kept in custody at CBF. Banks that act as custodians for foreign financial institutions are requested to inform their clients accordingly. Taxes and duties as well as any fees of foreign custodian banks shall in each case be borne by the MorphoSys Shareholder accepting the Delisting Purchase Offer.

In order to register for the custodian bank commission, the custodian banks are requested to submit their requests to the Settlement Agent no later than four (4) weeks after Settlement – if possible, in one request – stating the number of shares tendered and the number of securities accounts to which the commission of EUR 7.50 is attributable. The commission is to be claimed - if possible, in a cumulative request - exclusively via fax no. +49 69 12012 - 66045. Such request must mandatorily be addressed as follows: Novartis BidCo AG c/o DB Investment Services GmbH, Operations, CA Processing & Instructions Offers, Wilhelm-Fay-Str. 31 – 37, 65936 Frankfurt am Main.

Only the relevant CBF account holders are entitled to register for the custodian bank commission. They are asked to collect the requests of the financial institutions for which they act as custodians and submit them to the Settlement Agent in aggregated form. They are also asked to submit the commission request for their own account separately using the same form.

Retention of documents

With regard to a possible subsequent improvement or reversal if the Delisting Purchase Offer fails to be accepted, the custodian banks are requested to carefully retain the client documents in connection with the settlement of the Delisting Purchase Offer until further notice.

Annex 1: Client letter form (German)

----------- Client letter (German), beginning of text ------------------

Öffentliches Delisting-Erwerbsangebot der Novartis BidCo AG, Basel, Schweiz, an die Aktionäre der MorphoSys AG, Planegg

Sehr geehrte Depotkundin, sehr geehrter Depotkunde,

die Novartis BidCo AG („Bieterin“) hat am 4. Juli 2024 die Angebotsunterlage im Internet unter „www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer“

sowie im Rahmen der Schalterpublizität veröffentlicht, in welcher sie allen Aktionären der MorphoSys AG („MorphoSys“) ein öffentliches Delisting-Erwerbsangebot (Barangebot, im folgenden „Delisting-Erwerbsangebot“) zum Erwerb ihrer Aktien der MorphoSys („MorphoSys-Aktien“) unterbreitet.

Im Rahmen dieses Delisting-Erwerbsangebots unterbreitet die Bieterin Ihnen das Angebot, Ihre MorphoSys-Aktien gegen eine Barzahlung von € 68,00 für jede MorphoSys-Aktie zu erwerben. Das Delisting-Erwerbsangebot unterliegt keinerlei Angebotsbedingungen.

Wenn Sie das Delisting-Erwerbsangebot annehmen wollen, bitten wir Sie, uns möglichst bald, spätestens jedoch bis zum ·. August 2024, · Uhr (MESZ), bei uns eintreffend, mit der beigefügten Annahmeerklärung entsprechend zu beauftragen. Im Falle Ihrer Weisung werden wir die MorphoSys-Aktien zunächst in Ihrem Depot belassen, jedoch im Verhältnis 1 : 1 in die separate Internationale Wertpapier-Kenn-Nummer (ISIN) DE000A40ESD9 umbuchen. Bei Vollzug des Delisting-Erwerbsangebots werden wir Ihrem Depot die MorphoSys-Aktien entnehmen und gemäß der in Ziffer 13.1.2 und 13.1.3 der Angebotsunterlage ausgeführten Maßgaben verfahren.

Ohne Ihre Weisung werden wir in dieser Angelegenheit nichts unternehmen.

Gemäß den Bestimmungen der Angebotsunterlage besteht das Recht, bis zum Ende der (ggf. verlängerten) Annahmefrist von der Annahme des Delisting-Erwerbsangebots zurückzutreten. Weitere Informationen hierzu können Sie Ziffer 17 der Angebotsunterlage entnehmen.

Der Erhalt des Kaufpreises im Rahmen des Delisting-Erwerbsangebots ist für Sie provisions- und spesenfrei. Alle weiteren wichtigen Informationen und den vollständigen Wortlaut des Delisting-Erwerbsangebots können Sie der Angebotsunterlage entnehmen, die unter der oben genannten Internet-Adresse abrufbar ist. Außerdem werden Exemplare der Angebotsunterlage zur kostenlosen Ausgabe bei der Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main (Fax +49-(0)69-910-38794, E-Mail dct.tender-offers@db.com), bereitgehalten.

Mit freundlichen Grüßen

[Depotbank]

Anlage

- Vordruck „Annahmeerklärung“

----------- Client letter (German), end of text ------------------

Annex 2: Declaration of Acceptance Form (German)

------------ Declaration of Acceptance (German), beginning of text -----------------

Öffentliches Delisting-Erwerbsangebot der Novartis BidCo AG, Basel, Schweiz

Depotnummer [·]

Sehr geehrte Damen und Herren,

Ich nehme/wir nehmen das vorgenannte am 4. Juli 2024 veröffentlichte öffentliche Delisting-Erwerbsangebot zum Erwerb von Aktien der MorphoSys AG hinsichtlich

¨ meines/unseres in obigem Depot verbuchten Gesamtbestandes an MorphoSys -Aktien (ISIN DE0006632003)

¨ Stück meines/unseres in obigem Depot verbuchten Bestandes an MorphoSys-Aktien (ISIN DE0006632003)

an. Ich weise/wir weisen Sie an, die von mir/uns angedienten MorphoSys-Aktien zunächst in meinem/unserem oben genannten Depot zu belassen und unverzüglich im Verhältnis 1 :1 in die ISIN DE000A40ESD9 umzubuchen.

Ich/wir erklären hiermit ausdrücklich, vom Inhalt der am 4. Juli 2024 veröffentlichten Angebotsunterlage Kenntnis genommen zu haben. Ich gebe/wir geben hiermit die in Ziffer 13.1.2 und 13.1.3 der Angebotsunterlage aufgeführten Erklärungen ab und erteile / erteilen die dort aufgeführten Weisungen und Vollmachten.

Die entsprechende Gegenleistung bitte ich/bitten wir, zu gegebener Zeit meinem/unserem bei Ihnen geführten Konto gutzuschreiben.

_________________________________________

Ort, Datum

____________________________

Rechtsverbindliche Unterschrift(en)

------------ Declaration of Acceptance (German), end of text -----------------------

Annex 3: Client letter form (English)

----------- Client letter (English), beginning of text ------------------

Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany

Dear Client,

On 4 July 2024, Novartis BidCo AG (the „Bidder“) published the Offer Document pursuant to which it offers to all shareholders in MorphoSys AG („MorphoSys“) to acquire all their shares in MorphoSys („MorphoSys Shares“) pursuant to a public delisting purchase offer (cash offer, subsequently the „Delisting Purchase Offer“) in the internet at „www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer “ as well as in the framework of the so-called Over-the-Counter-Publicity.

Within the Delisting Purchase Offer, the Bidder offers you to acquire your MorphoSys Shares against a payment of a cash consideration of €68.00 per MorphoSys Share. The Delisting Purchase Offer is not subject to any offer conditions.

If you would like to accept the Delisting Purchase Offer, we kindly ask you to instruct us by returning the enclosed declaration of acceptance form to us as soon as possible, but not later than by · August 2024, · hours (CEST), to be received by us. If you do accept the Delisting Purchase Offer, we will initially keep your MorphoSys Shares in your account; however, we will transfer your MorphoSys Shares into the separate ISIN DE000A40ESD9 at a 1 : 1 ratio. Upon closing of the Delisting Purchase Offer, we will withdraw the MorphoSys Shares from your account and will act in accordance with the measures outlined in Sections 13.1.2 and 13.1.3 of the Offer Document.

Without your instruction we will not take any action on your behalf.

Pursuant to the terms of the Offer Document, there will be the right to withdraw from the acceptance of the Delisting Purchase Offer until the end of the Acceptance Period, including any extension thereof. See Section 17 of the Offer Document for a more detailed description of those.

The receipt of the offer consideration is free of charges for you. All other important information and the complete terms and conditions of the Delisting Purchase Offer are contained in the Offer Document which is available under the above-mentioned internet address. In addition, printed copies of the Offer Document can be obtained at Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main (Fax +49-(0)69-910-38794, E-Mail dct.tender-offers@db.com), free of charge.

Best regards

[Custodian Bank]

Attachment

- Declaration of „Acceptance Form“

----------- Client letter (English), end of text ------------------

Annex 4: Declaration of Acceptance Form (English)

------------ Declaration of Acceptance (English), beginning of text -----------------

Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland

Securities Account Number [·]

Ladies and Gentlemen:,

I/we accept the aforementioned public delisting purchase offer for the acquisition of shares of MorphoSys AG (“MorphoSys”) published on 4 July 2024 with respect to

¨ all shares of MorphoSys (ISIN DE0006632003) held in my/our account.

¨ for pcs. of shares of MorphoSys (ISIN DE0006632003) held in my/our account.

I/We hereby instruct you to first retain our tendered shares in MorphoSys in the abovementioned custody account but to immediately re-book such shares into ISIN DE000A40ESD9 at a 1:1 ratio.

I/We have taken note of the contents of the Offer Document published on 4 July 2024 and hereby give our declarations listed under Section 13.1.2 and 13.1.3 of said Offer Document and grant the necessary instructions, orders and powers of attorney mentioned therein.

We ask the respective offer consideration in cash be credited in due course to our cash account held with you.

_________________________________________

Place, Date

____________________________

Signature(s)

------------ Declaration of Acceptance (English), end of text -----------------------

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

– Convenience Translation – 

(Only the German version is legally binding)

Novartis BidCo AG
Basel, Switzerland

Announcement pursuant to Sec. 14 para. 3 sentence 1 no. 2 of the
German Securities Acquisitions and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz – “BörsG”)

The information contained in this document is NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE such release, publication or distribution WOULD VIOLATE THE applicable LAWS OF SUCH JURISDICTION.

The offer document relating to the public delisting purchase offer (cash offer) of Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Federal Republic of Germany, for the acquisition of all no-par value bearer shares of MorphoSys AG (ISIN DE0006632003) (the “MorphoSys Shares”), including all MorphoSys Shares represented by American Depositary Shares (ISIN US6177602025), as well as an English translation of the offer document are available as of today on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

In addition, copies of the German version of the offer document will be available for distribution free of charge at Deutsche Bank AG, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany, which can be requested by mail to the above address, by fax to +49 69 910 38794 or by email to dct.tender-offers@db.com (by providing a complete address or email address).

Basel, 4 July 2024

Novartis BidCo AG

____________________

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell MorphoSys Shares (including MorphoSys Shares represented by American Depositary Shares). The terms of the public delisting purchase offer, as well as further provisions concerning the delisting purchase offer, are published in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”). Investors and holders of MorphoSys Shares (including MorphoSys Shares represented by American Depositary Shares) are strongly advised to read the offer document and all other documents relating to the offer, as they contain important information.

The English version of the offer document, which has not been reviewed or approved by BaFin, is also available on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer. The English version of the offer document and related offer materials have been or will be published with the U.S. Securities and Exchange Commission (“SEC”) in a Tender Offer Statement on Schedule TO. MorphoSys AG intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the delisting purchase offer. Those materials and other documents filed by Novartis BidCo AG, Novartis AG or MorphoSys AG with the SEC will be available at no charge on the SEC’s website at www.sec.gov/edgar/browse/?CIK=1114448.

The public delisting purchase offer is published exclusively under the laws of the Federal Republic of Germany, in particular according to the WpÜG and the BörsG, as well as the securities laws of the United States of America, including the provisions applicable to tender offers of the U.S. Securities Exchange Act of 1934, as amended. The offer document is also published online at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer. Any contract concluded on the basis of the public delisting purchase offer offer will be governed exclusively by and interpreted in accordance with the laws of the Federal Republic of Germany.

Novartis BidCo AG and its affiliates within the meaning of US law or brokers (acting as agents of the Novartis BidCo AG or its affiliates within the meaning of US law) may acquire, or make arrangements to acquire, MorphoSys Shares other than in the course of the offer, via the stock exchange at market prices or outside the stock exchange on negotiated terms during the period in which the offer remains open for acceptance or afterwards, provided that (i) such acquisitions or arrangements to acquire (if made during the pendency of the offer) are made outside of the United States; and (ii) such acquisitions or arrangements to acquire comply with the applicable legal provisions. This also applies to other securities convertible into, exchangeable for or exercisable for MorphoSys Shares. The offer price must be adjusted to any higher purchase price or an additional payment claim in respect of tendered MorphoSys Shares arises in the amount of the difference between the offer price and the higher purchase price paid outside the offer.

To the extent such acquisitions should occur, information about them, including the number and price of the acquired MorphoSys Shares, will be published according to the applicable statutory provisions, especially Sec. 23 para. 2 WpÜG in conjunction with Sec. 14 para. 3 sentence 1 WpÜG, in the German Federal Gazette (Bundesanzeiger) and on the internet at www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.

In addition, the financial advisors of the Novartis BidCo AG may also act in the ordinary course of trading in securities of MorphoSys AG, which may include purchases or agreements to purchase such securities.

 ____________________

This publication is available

on the internet at: www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer

on the internet on: 4 July 2024

Basel, 4 July 2024

Novartis BidCo AG

EX-99.(D)(1)

Exhibit (d)(1)

Delisting Agreement

Relating to the Delisting
of

MorphoSys AG

20 June 2024

DELISTING AGREEMENT

The delisting agreement (this “Agreement”) is entered into by and between:

1. Novartis BidCo AG, a stock corporation (Aktiengesellschaft) incorporated under the Laws of Switzerland, with registered office at Lichtstrasse 35, 4056 Basel, Switzerland, and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492,

– the “Bidder” –

2. Novartis AG, a stock corporation incorporated under the Laws of Switzerland, with registered office at Lichtstraße 35, 4056 Basel, Switzerland and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under CHE-103.867.266,

– the “Parent” –

and

3. MorphoSys AG, a publicly listed stock corporation (Aktiengesellschaft) incorporated under the Laws of Germany, with registered office at Semmelweisstrasse 7, 82152 Planegg, Germany, and being registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 121023,

– the “Company” –

The Bidder, the Parent and the Company shall herein also individually be referred to as a “Party”, and collectively as the “Parties”.

2

Table of Contents

Preamble 4

Section 1 Announcement of the Transaction	6
Section 2 The Delisting Purchase Offer	7
Section 3 Filings under the U.S. Exchange Act	9
Section 4 Support of the Delisting Purchase Offer by the Company	10
Section 5 Joint Reasoned Statement by the Company’s Bodies	12
Section 6 Schedule 14D-9 by the Company’s Bodies	13
Section 7 Delisting Application and Delisting	14
Section 8 Effectiveness, Term and Termination	15
Section 9 Notices	16
Section 10 Miscellaneous	17

3

Preamble

(A) The Company is a German stock corporation (Aktiengesellschaft) incorporated under the Laws of Germany, with registered office at Semmelweisstrasse 7, 82152 Planegg, Germany, and being registered with the commercial register (Handelsregister) of the local court of Munich (Amtsgericht) under HRB 121023. The Company’s share capital amounts to EUR 37,716,423.00 and is divided into 37,716,423 no-par value bearer shares (auf den Inhaber lautende Stückaktien), each representing a notional interest in the share capital of EUR 1.00 (all shares issued by the Company, the “MorphoSys Shares”). The MorphoSys Shares are admitted to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse – “FSE”) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations on the FSE (Prime Standard) under ISIN DE0006632003 (the “Listing”) and are tradable via the Exchange Electronic Trading system of Deutsche Börse AG, Frankfurt am Main, Germany. In addition, the MorphoSys Shares are traded on the regulated unofficial market (so called sub-segment Berlin Second Regulated Market) of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Tradegate Exchange. Since 19 April 2018, the MorphoSys Shares have been registered under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and American Depositary Shares representing MorphoSys Shares (“MorphoSys ADS”, and together with MorphoSys Shares the “MorphoSys Securities”) have been admitted to trading on the Nasdaq. The Company and its Subsidiaries (as defined below) within the meaning of Section 17 of the German Stock Corporation Act are hereinafter collectively referred to as the “MorphoSys Group”.

(B) The Bidder is a stock corporation (Aktiengesellschaft) established under the laws of Switzerland with registered office in Basel, Switzerland, and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492. The Bidder is a wholly owned indirect Subsidiary of the Parent.

(C) The Parent is a stock corporation incorporated under the Laws of Switzerland, with registered office at Lichtstraße 35, 4056 Basel, Switzerland, and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-103.867.266.

(D) On 5 February 2024, the Parties entered into a business combination agreement (the “Business Combination Agreement”), which also includes contractual obligations and intentions on post-offer integration measures. Inter alia, the Bidder committed to, immediately following consummation of the takeover, take all necessary steps to achieve, as soon as is reasonably possible, a delisting of the MorphoSys Shares from all regulated markets in the European Economic Area.

4

(E) On 5 February 2024, the Bidder announced its decision to launch a voluntary public takeover offer to all holders of MorphoSys Securities (the “MorphoSys Securityholders”) against a cash consideration amounting to EUR 68.00 per MorphoSys Share (the “Takeover Offer”) in accordance with Section 10 para. 1 sent. 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Sections 29, 34 WpÜG. The Takeover Offer was published on 11 April 2024 and, inter alia, subject to a minimum acceptance rate of 65 %. On 23 May 2024, the Takeover Offer was settled regarding the MorphoSys Securities tendered during the initial acceptance period. Following this first settlement, the Bidder holds 29,970,913 MorphoSys Shares, corresponding to approx. 79.58% of all MorphoSys Shares, with the exception of treasury shares held by the Company. With respect to the MorphoSys Securities tendered during the additional acceptance period, the Takeover Offer was settled on 10 June 2024.

(F) The Bidder and the Company believe that the broader public equity capital market is no longer a favorable environment for the future strategy of the Company and that it is appropriate from a strategic and financing perspective to pursue the Delisting and subsequently to terminate the inclusion of the MorphoSys Shares in the regulated unofficial market (so called sub-segment Berlin Second Regulated Market) of the Berlin Stock Exchange (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as on Tradegate Exchange, to the extent that such inclusion was effected at the request of MorphoSys. Additionally, the Bidder and the Company concluded that the Company shall enable a delisting of the MorphoSys Securities from Nasdaq as well as the deregistration of the MorphoSys Securities under the U.S. Exchange Act.

(G) Both the Bidder and the Company’s management board (Vorstand) (the “Management Board”) and its supervisory board (Aufsichtsrat) (the “Supervisory Board”) are of the view that a delisting, i.e., the revocation of the admission of the MorphoSys Shares to trading on the regulated market (the termination of the Listing, the “Delisting”), is in the Company’s best interest.

(H) Based on the foregoing considerations, the Bidder intends to launch a public delisting offer against a cash consideration (öffentliches Delisting-Erwerbsangebot) (the “Delisting Purchase Offer”) within the meaning of Section 2 para. 1 WpÜG in conjunction with Section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz – “BörsG”) to all MorphoSys Securityholders for the acquisition of all MorphoSys Securities not directly held by the Bidder by publishing an offer document pursuant to Section 11 para. 1, Section 14 para. 3 WpÜG (the “Offer Document”). Subject to their Fiduciary Duties (as defined below), the Management Board, with the consent of the Supervisory Board, intends to effectuate the Delisting by filing an application (the “Delisting Application”) with the management body (Geschäftsführung) of the FSE (Frankfurter Wertpapierbörse) for the revocation (Widerruf) of the Listing of the MorphoSys Shares pursuant to Section 39 para. 2 BörsG (the transactions contemplated under this Section (H), the “Transaction”).

5

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1
Announcement of the Transaction

1.1. Without undue delay (unverzüglich) after the signing of this Agreement, but in no event later than by 20 June 2024,

(a) the Bidder shall publish its decision regarding the launch of the Delisting Purchase Offer pursuant to Section 10 WpÜG in a form reasonably agreed upon between the Parties (the “Offer Announcement”); and

(b) concurrently, the Company shall publish a press release in a form reasonably agreed upon between the Parties.

1.2. The Parties shall take all actions necessary to complete the Delisting Purchase Offer, the Delisting, and the Transaction in accordance with this Agreement as soon as reasonably practicable after the Offer Announcement.

1.3. The Company hereby agrees that the Bidder may disclose a summary of the material content of this Agreement as part of the Offer Document as well as in press releases by the Bidder or Novartis AG issued in connection with the Delisting Purchase Offer, as well as a copy of this Agreement (including summaries thereof) as required by Law, including as part of the Schedule TO (as defined below).

1.4. Conversely, the Bidder hereby agrees that the Company may disclose a summary of the material content of this Agreement in press releases (in addition to any press release referred to in Section 1.3) as well as in the joint reasoned statement by the Management Board and the Supervisory Board pursuant to Section 27 WpÜG (the “Joint Reasoned Statement”), as well as a copy of this Agreement (including summaries thereof) as required by Law, including as part of the Schedule 14D-9 (as defined below).

1.5. As far as legally permissible, the Parties shall use their commercially reasonable efforts to cooperate with each other for purposes of supporting the Transaction and keep each other informed about all material circumstances relating to the Transaction, including any material communication, filing or submission with any competent authority. The Parties shall, to the extent legally permissible, promptly notify each other of the occurrence, or non-occurrence, of any event (including events not directly related to the Delisting Purchase Offer) which would be reasonably likely to result in the non-compliance with any of the respective Party’s obligations under this Agreement, or which would otherwise be reasonably likely to have a negative impact on the result and completion of the Transaction.

6

Section 2
The Delisting Purchase Offer

2.1. The Bidder envisages to prepare and submit to BaFin the Offer Document no later than by 21 June 2024. However, the Bidder shall in any event submit the Offer Document to BaFin no later than by the end of the mandatory period pursuant to Section 14 para. 1 sentence 1 WpÜG.

2.2. The Bidder shall prepare the Offer Document to comply with the legal requirements of Section 39 para. 2 sent. 3 no. 1 and para. 3 BörsG in conjunction with Section 46 para. 1 sent. 2 no. 1 of the exchange rules for the FSE (Börsenordnung für die Frankfurter Wertpapierbörse) and the applicable provisions of the WpÜG and the German Takeover Act Offer Ordinance (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots; WpÜG-Angebotsverordnung – “WpÜG-AngebotsVO”), in accordance with the U.S. Exchange Act and in accordance with the terms of this Agreement.

2.3. Pursuant to Section 39 para. 3 sent. 1 BörsG, the Delisting Purchase Offer shall not be subject to the satisfaction of any offer conditions (Bedingungen). The consideration offered to the MorphoSys Securityholders under the Offer Document shall be a cash consideration amounting to EUR 68.00 (in words: sixty-eight) (the “Offer Price”) per MorphoSys Share and thus equal to the offer price of the Takeover Offer, subject to the notification of the statutory minimum price by BaFin and any increases required by BaFin or made either voluntarily or in accordance with the provisions of the WpÜG (including any claims under Section 31 para. 3 through 6 WpÜG). The acceptance of the Delisting Purchase 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 MorphoSys ADSs, or their respective agents, as provided under the Depositary Agreement, which in each case shall be borne by the applicable holders of MorphoSys ADSs.

2.4. The Bidder undertakes to provide confirmation of the financing (Bestätigung der Finanzierung) of the Delisting Purchase Offer by an independent securities services firm (Wertpapierdienstleistungsunternehmen) pursuant to Section 13 para. 1 WpÜG.

2.5. The Company acknowledges that it is aware of the provisions governing the statutory minimum price of the Delisting Purchase Offer set forth in Section 39 para. 3 BörsG. With respect to Section 39 para. 3 sent. 3 BörsG, the Company confirms that to the best knowledge of the members of the Management Board during the period of six (6) months prior to and at the signing of this Agreement, it (i) published any inside information directly concerning it in accordance with Article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR”) and that all notifications published pursuant to Article 17 para. 1 MAR were accurate, and (ii) with respect to the MorphoSys Shares, has not infringed the prohibition of market manipulation pursuant to Article 15 MAR, either by acting or by failing to act. This also means that, to the best knowledge of the members of the Management Board, during the period of six months prior to and at the time of signing of this Agreement, at no point in time has the Company received or is in receipt of any request, inquiry or hearing or was or is subject to any other investigatory or similar measure by BaFin with respect to the Company’s compliance with Articles 17 and 15 MAR.

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2.6. The Bidder shall provide any draft of the Offer Document to the Company in due time prior to submitting the draft to BaFin to give the Company the opportunity to, and the Company and their advisors shall without undue delay (unverzüglich), review and comment on the Offer Document before the Offer Document is submitted to BaFin. The Bidder shall in good faith take these comments into consideration while accepting full responsibility for the accuracy and completeness of the contents of the Offer Document. In case of dispute on the content of the Offer Document and any document relating thereto, the Bidder, acting reasonably, shall have the ultimate decision right.

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

2.8. Following approval of the Offer Document by BaFin (or expiration of the statutory review period), the Bidder shall publish the Offer Document without undue delay (unverzüglich) in accordance with Section 14 para. 2, para. 3 sent. 1 WpÜG. The Bidder shall comply with the statutory duty of notification pursuant to Section 14 para. 3 sent. 2 WpÜG.

2.9. The Delisting Purchase Offer shall provide for an acceptance period pursuant to Section 16 para. 1 WpÜG 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 U.S. Exchange Act) (the “Acceptance Period”) after either the day following approval of the Offer Document by BaFin or the day following expiration of the BaFin review period as required under the WpÜG, unless extended by mandatory law in case of (i) a competing offer or (ii) a modification of the terms of the Delisting Purchase Offer during the last two (2) weeks of the Acceptance Period.

2.10. Following the expiration of the Acceptance Period, there shall be no additional acceptance period pursuant to Section 16 para. 2 sent. 1 WpÜG as the Delisting Purchase Offer does not constitute a takeover offer (Übernahmeangebot) within the meaning of Section 29 para. 1 WpÜG.

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Section 3
Filings under the U.S. Exchange Act

3.1. The Parties shall cooperate with each other to ensure that all filings and notices required under the U.S. Exchange Act, or the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq, applicable to them and/or the Delisting Purchase Offer are timely and properly made by the Party so required.

3.2. On the date of the publication of the Offer Document, the Bidder shall commence (within the meaning of Rule 14d-2 promulgated under the U.S. Exchange Act) the Delisting Purchase Offer and file with the SEC a tender offer statement on Schedule TO with respect to the Delisting Purchase Offer that shall contain or incorporate by reference the Offer Document and instructions regarding how MorphoSys Shares may be tendered into the Delisting Purchase Offer and such other information and ancillary offer documents pursuant to which the Delisting Purchase Offer shall 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 U.S. 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 U.S. Exchange Act.

3.3. The Bidder agrees that it shall cause the Offer Documents filed with the SEC (i) to comply, subject to obtaining SEC Relief (as defined below), in all material respects with the U.S. 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 Bidder with respect to information supplied by or on behalf of the MorphoSys Group for inclusion or incorporation by reference in the Offer Documents. Each of 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 Bidder further agrees 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 MorphoSys Securityholders, in each case as and to the extent required by the U.S. Exchange Act, or the rules and regulations of the SEC and Nasdaq which are applicable to the Delisting Purchase Offer. The Company shall promptly furnish or otherwise make available to the Bidder or its legal counsel all information concerning the MorphoSys Group and the MorphoSys Securityholders that may be required or reasonably requested in connection with the preparation, publication, filing or dissemination of the Offer Documents, 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 Company shall further 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.

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3.4. As promptly as practicable prior to the date of publication of the Schedule TO, the Bidder shall submit confidentially to the staff of the SEC a draft request for exemptive and/or no-action relief from the requirements of the U.S. Exchange Act that are in conflict with the requirements of the WpÜG or the WpÜG-AngebotsVO and any other such relief as the Parties may decide to request in connection with the Transaction (the “SEC Relief”). The Bidder shall consult with the Company and its counsel and provide the Company and its counsel a reasonable opportunity to review and comment on each draft and the final request for SEC Relief a reasonable time prior to the submission of such draft or final request to the SEC, and the Bidder shall keep the Company and its counsel reasonably informed as to the discussions and status of such request for SEC Relief and shall provide the Company with a copy of the letter providing SEC Relief as soon as possible after Bidder’s receipt thereof. The Bidder shall consider in good faith all comments reasonably and timely proposed by the Company and its counsel in connection with the request for SEC Relief. The Bidder shall submit the final request for SEC Relief to the SEC as soon as practicable prior to the date the Bidder submits the Offer Document to BaFin pursuant to Section 2.1.

Section 4
Support of the Delisting Purchase Offer by the Company

4.1. At the time of execution of this Agreement, the Bidder, the Company, the Management Board and the Supervisory Board support the Delisting Purchase Offer as a basis for the Delisting and the Transaction based on the terms, conditions and considerations set out in this Agreement.

4.2. Subject to the terms of this Section 4, from the time of execution of this Agreement until the earlier of (i) the termination of this Agreement, and (ii) the settlement of the Delisting Purchase Offer (the “Closing”), including potential extensions of the Acceptance Period pursuant to Section 16 para. 3, 21 para. 5 sent. 1, 22 para. 2 sent. 1 WpÜG, the Company shall, subject to the duties and responsibilities of the Management Board and the Supervisory Board under German statutory law, their fiduciary duties, duties of loyalty and duties of care pursuant to Sections 93, 116 AktG, the requirements under the WpÜG and the WpÜG-AngebotsVO (collectively, the “Fiduciary Duties”), in each case:

(a) support the Transaction, the Delisting Purchase Offer, the Delisting, the delisting of the MorphoSys Securities from Nasdaq, the termination of the MorphoSys ADS programme and the deregistration of the MorphoSys Securities under the U.S. Exchange Act in any and all publications and communications concerning the foregoing, including, but not limited to, ad hoc announcements, public statements, press conferences, interviews, roadshows, investor conferences and other opportunities to support the Delisting Purchase Offer and the Delisting; and

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(b) refrain, and, to the extent legally possible, ensure that any other member of the MorphoSys Group as well as the members of the representative bodies (Vertretungsorgane) of such members of the MorphoSys Group shall refrain, from initiating any measures or steps which would be reasonably likely to impair, interfere with, hinder, prevent, delay or otherwise adversely affect the Delisting Purchase Offer, the Delisting, the delisting of the MorphoSys Securities from Nasdaq or the deregistration of the MorphoSys Securities under the U.S. Exchange Act.

4.3. Further, the Company shall (i) refrain from taking any action to encourage any form of public offer for MorphoSys Shares or a similar transaction by a third party (an “Alternative Transaction”), and (ii) shall not enter into any communications, discussions, negotiations, correspondence or arrangements or make any confidential documents relating to MorphoSys Group or its business available, in each case with the intention of soliciting any Alternative Transaction.

4.4. The Company shall inform the Bidder as soon as reasonably practicable if it has been approached by a third party in relation to a situation which is reasonably likely to result in an Alternative Transaction or other transactions that, if implemented, would be reasonably likely to impair, interfere with, hinder, prevent, delay or otherwise adversely affect the consummation of the Delisting Purchase Offer.

4.5. The Company shall provide the Bidder, as far as legally permissible, with information reasonably required for the preparation and approval of the Offer Document, including information relating to the Company’s assets, financial status, and earnings performance.

4.6. All obligations of the Management Board and the Supervisory Board under this Agreement remain subject to their compatibility with their Fiduciary Duties and all mandatory legal requirements or contractual obligations. In particular, the obligations under this Agreement terminate if

(a) the Bidder diverges from its responsibilities assumed in this Agreement to such a significant extent that the Company cannot in its reasonable opinion uphold its obligations; or

(b) circumstances are present that, as confirmed to the Company in writing by external legal counsel of recognized standing, might reasonably result in the Management Board and/or Supervisory Board violating their Fiduciary Duties were they to continue to support or recommend the Delisting Purchase Offer and/or file the Delisting Application.

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Section 5
Joint Reasoned Statement by the Company’s Bodies

5.1. Without undue delay (unverzüglich), and in any case no later than two (2) weeks following the publication of the Offer Document pursuant to Section 14 para. 2, para. 3 sent. 1 WpÜG, the Management Board and the Supervisory Board shall prepare and publish the Joint Reasoned Statement pursuant to Section 27 para. 3 and Section 14 para. 3 WpÜG.

5.2. The Company shall prepare the Joint Reasoned Statement in reasonable cooperation and consultation with the Bidder and its advisors. Specifically, the Company shall give the Bidder and its counsel reasonable opportunity to, and the Bidder and their advisors shall without undue delay (unverzüglich), review and comment on the draft Joint Reasoned Statement before it is published by the Company. The Management Board and the Supervisory Board shall through their or the Company’s advisors provide to the Bidder and its advisors a draft of the Joint Reasoned Statement no less than seven (7) Business Days (as defined below) prior to the envisaged publication to review and comment upon. The Company agrees to provide the Bidder and its counsel, to the extent practicable and legally permissible, with any comments (including oral comments) the Company and its counsel may receive from BaFin promptly after receipt of those comments. The Management Board and the Supervisory Board shall take into reasonable consideration any comments received from the Bidder and its advisors in the Joint Reasoned Statement. In case of dispute on the content of the Joint Reasoned Statement and any document relating thereto, the Company, acting reasonably, shall have the ultimate decision right.

5.3. The Joint Reasoned Statement shall, subject to the provisions of Section 5.4, reflect that the Management Board and the Supervisory Board, after having duly reviewed and analyzed the Delisting Purchase Offer (including the Offer Document), acting in good faith and in accordance with their duties, (i) regard the Offer Price as fair from a financial perspective, adequate (angemessen) pursuant to Section 31 para. 1 WpÜG, and attractive, (ii) determined that the Delisting Purchase Offer and the Delisting are in the best interest of the Company, (iii) welcome and support the Delisting Purchase Offer and (iv) recommend to the MorphoSys Securityholders to tender their MorphoSys Securities into the Delisting Purchase Offer.

5.4. Subject to their Fiduciary Duties, none of the Management Board or the Supervisory Board shall from the date of this Agreement until the time of Closing:

(a) withdraw or amend adversely their intention, or otherwise breach their obligation set out under Section 5.3, to issue, the Joint Reasoned Statement;

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(b) act, including by making any public statement, in a manner that does not comply with the terms of this Agreement and (i) after its publication, is contrary to the Joint Reasoned Statement and would be reasonably likely to adversely affect the successful consummation of the Delisting Purchase Offer or (ii) recommend that MorphoSys Securityholders take or consider taking any action that would be reasonably likely to prevent, delay or otherwise adversely affect the implementation of the Delisting Purchase Offer; and

(c) recommend (or agree or resolve to recommend), explicitly or implicitly, an Alternative Transaction.

Section 6
Schedule 14D-9 by the Company’s Bodies

6.1. The Company shall prepare a solicitation/recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”) which shall be consistent with this Agreement and shall include the content set forth in Section 5.3. 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 U.S. Exchange Act and disseminate (or otherwise reasonably cooperate with the Bidder in its dissemination of) the Schedule 14D-9 to MorphoSys Securityholders as and to the extent required by the U.S. Exchange Act, or the rules and regulations of the SEC and Nasdaq which are applicable to the Delisting Purchase Offer.

6.2. The Company agrees that it shall cause the Schedule 14D-9 (i) to comply in all material respects with the U.S. 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 Bidder for inclusion or incorporation by reference in the Schedule 14D-9. Each of 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 MorphoSys Securityholders, in each case as and to the extent required by the U.S. Exchange Act, or the rules and regulations of the SEC and Nasdaq which are applicable to the Delisting Purchase Offer. The Bidder shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning 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 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.

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6.3. The Company shall prepare 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 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. The Management Board and the Supervisory Board shall take into reasonable consideration any comments received from the Bidder and its advisors in the Schedule 14D-9.

Section 7
Delisting Application and Delisting

7.1. Subject to their Fiduciary Duties, the Management Board shall, with the consent of the Supervisory Board, file the Delisting Application with the management body (Geschäftsführung) of the FSE no later than one (1) week prior to the expiry of the Acceptance Period in order to effect the Delisting at the time of expiration of the Acceptance Period at the earliest and in accordance with any timing requirements imposed by BaFin or the FSE.

7.2. The Company and the Bidder shall promptly take all steps required for the filing of the Delisting Application in accordance with Section 7.1, subject to their Fiduciary Duties, and effectuating the Delisting as soon as practicable following the filing of the Delisting Application.

7.3. The Company and the Bidder shall use their reasonable best efforts to promptly take all reasonable steps required for the termination of the inclusion of the MorphoSys Shares in the regulated unofficial market (so called sub-segment Berlin Second Regulated Market) of the Berlin Stock Exchanges (Wertpapierbörse Berlin) as well as on the unregulated market on the stock exchanges of Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as on Tradegate Exchange, insofar as this inclusion took place at the request of the Company, with effect at the earliest at the time of Delisting.

7.4. The Company shall promptly take all necessary steps under applicable Laws (including the rules and policies of Nasdaq) to enable a delisting of the MorphoSys Securities from Nasdaq as well as the deregistration of the MorphoSys Securities under the U.S. Exchange Act.

7.5. The Company shall refrain from filing any application for any listing of MorphoSys Shares on any regulated market (regulierter Markt) of any stock exchange or taking any action to directly cause, explicitly support or explicitly approve the inclusion of MorphoSys Shares for trading in the open market (Freiverkehr) of any stock exchange.

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Section 8
Effectiveness, Term and Termination

8.1. This Agreement shall enter into force as of the day of its execution and shall have a fixed term of eighteen (18) months, save for any claims of any Party for breach of, or non-compliance with, the terms of this Agreement, which shall be unaffected by any termination of this Agreement until the expiry of the respective statutory limitation period for such claim.

8.2. This Agreement may be terminated with immediate effect:

(a) by the Company or the Bidder, if

(1) (i) the Offer Document has not been published by 15 July 2024; (ii) the Schedule TO is not filed with the SEC by 15 July 2024; (iii) the Delisting Purchase Offer expires and is not, or is not capable of being, consummated by 30 September 2024; or (iv) the FSE has not published its resolution on the Delisting by end of December 2024, provided, however, that the terminating Party is at the relevant point in time not in breach, in any material respect, of any of its material obligations under this Agreement;

(2) the respective other Party violates its material obligations under this Agreement and such violation has not been remedied within fifteen (15) Business Days after the breach was notified by the terminating Party, without prejudice to all other claims for damages resulting from any breach of any obligation under this Agreement;

(b) by the Company, if the Offer Announcement has not been published by the Bidder without undue delay (unverzüglich) upon signing of this Agreement; and

(c) by the Bidder, if the Management Board and/or the Supervisory Board does not support the Delisting Purchase Offer in the Joint Reasoned Statement and/or the Schedule 14D-9 as provided for in this Agreement,

unless the relevant Party who is seeking to terminate this Agreement is responsible for (hat ursächlich zu vertreten) the non-occurrence or non-satisfaction of the event that triggers the relevant termination right.

8.3. The right to terminate this Agreement for good cause (aus wichtigem Grund) shall remain unaffected. Good cause shall exist where the terminating Party, taking into account all circumstances of the specific case and weighing the interests of the Parties, cannot reasonably be expected (unzumutbar) to continue the contractual relationship through the remainder of the agreed fixed term (Section 314 para. 1 sent. 1 German Civil Code (Bürgerliches Gesetzbuch)).

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8.4. Notice of any termination must be given in writing and must be made within seven (7) Business Days after the terminating Party has become aware of the factual circumstances on which a termination right is based and any good-faith negotiations have failed. In the event of termination of this Agreement, this Agreement shall have no further effect, save for Section 9 and Section 10, provided that a withdrawal from this Agreement shall not affect or prejudice any rights and claims of the Parties in respect of breaches of this Agreement that occurred prior to the withdrawal from this Agreement.

Section 9
Notices

Any and all notices and communications under this Agreement shall be made in writing in the German or the English language and delivered by hand, by courier, by telefax or by pdf copy transmitted via email to the person at the address set forth below, or such other person or address as may be designated by the respective Party to the other Parties in the same manner:

(a) if to the Bidder:

Novartis BidCo AG
Lichtstrasse 35
4056 Basel
Switzerland

Attn.: Janet L. Raimondo, Global Head Legal Transactions, and David Quartner,
Lead Legal Counsel M&A
Email: janet.raimondo@novartis.com and david.quartner@novartis.com

with copy to (which copy shall not constitute notice hereunder):

Freshfields Bruckhaus Deringer LLP
Bockenheimer Anlage 44
60322 Frankfurt am Main
Germany

Attn.: Rick van Aerssen
Email: rick.aerssen@freshfields.com

(b) if to the Company:

MorphoSys AG
Semmelweisstrasse 7
82152 Planegg
Germany

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Attn.: Charlotte Lohmann
Email: charlotte.lohmann@morphosys.com

with copy to (which copy shall not constitute notice hereunder):

Hogan Lovells International LLP 

Karl Scharnagl Ring 5 

80539 Munich

Attn.: Dr. Michael Rose, Prof. Dr. Michael Schlitt, Joseph Gilligan 

Email: michael.rose@hoganlovells.com, michael.schlitt@hoganlovells.com, joseph.gilligan@hoganlovells.com

Section 10
Miscellaneous

10.1. Parent Guarantee: The Parent shall be jointly and severally liable for any obligations, commitments, undertakings and covenants of the Bidder under or otherwise in connection with this Agreement and hereby unconditionally and irrevocably, subject to the limitations set out in this Agreement, (i) guarantees to the Company the due and timely performance and observance by the Bidder of all its obligations, commitments, undertakings and covenants under or otherwise in connection with this Agreement, and (ii) undertakes with the Company that whenever the Bidder does not perform any of the Bidder’s obligations when due, that it shall promptly perform, or cause to be promptly performed, that Bidder’s obligation.

10.2. Assignment: Any rights under this Agreement may only be assigned with the prior written consent of the respective other Parties; provided, however, that the Parent shall, at any time prior to the publication of the Offer Document, be entitled to launch, pursue and consummate the Delisting Purchase Offer through another wholly owned Subsidiary, as existing from time to time (such Subsidiary, the “Replacement Bidding Entity”). In the event the Parent elects to so act, the Bidder Entities shall continue to be severally and jointly liable (Gesamtschuldner) with the Replacement Bidding Entity for any and all of its obligations under this Agreement and the Replacement Bidding Entity shall with no qualification accede to this Agreement and have, following such acquisition, have the same rights and obligations as the Bidder.

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10.3. Costs: Each Party shall bear its own fees and expenses with respect to the Transaction as well as the entry into, and consummation of this Agreement.

10.4. Confidentiality:

(a) Subject to the communication and publications set forth in this Agreement, each Party shall keep confidential and shall not disclose to any third party (other than (i) a Subsidiary, (ii) sources of financing, Affiliates (as defined below) thereof and their respective professional advisors, (iii) customary confidential disclosures to rating agencies or (iv) a professional advisor bound to this Section 10.4(a) or professional confidentiality obligations, provided, however, that the disclosing Party shall remain responsible for any breach of confidentiality by such Subsidiary, Affiliate or professional advisor) details of the negotiations relating to this Agreement or any confidential information regarding any other Party disclosed to it in connection with the discussions preceding, or resulting in, this Agreement or its implementation, except to the extent that the relevant facts are publicly known through no fault of the Party seeking to make any disclosure.

(b) Section 10.4(a) does not prevent either Party from disclosures required under any mandatory Laws, enforceable orders by courts, regulatory bodies or other public authorities or the rules and regulations of any stock exchange governing the listing of any securities of the relevant Party. In such circumstances, any disclosure shall be no more extensive in scope and nature than the minimum standard required by the relevant Laws, orders, rules or regulations. If a person is so required to make any announcement of or to disclose any confidential information, the relevant Party shall promptly notify the other Party or Parties concerned, where practicable and lawful to do so, before the announcement is made or disclosure occurs and shall cooperate with the other Party or Parties regarding the timing and content of such announcement or disclosure or any action which the other Party or Parties may reasonably elect to take to challenge the validity of such requirement.

10.5. Press Releases: To the extent permitted by Law, neither Party shall issue a press release or any other public statement with respect to the contents of this Agreement without the prior consultation of the other Party unless otherwise agreed herein.

10.6. Severability: Should any provision of this Agreement be or become invalid, ineffective, or unenforceable as a whole or in part, the validity, effectiveness, and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective, and enforceable provision as comes closest to the economic intent and purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place, and extent. The aforesaid shall apply mutatis mutandis to any gap (Regelungslücke) in this Agreement.

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10.7. Entire Agreement: This Agreement contains all of the Parties’ agreements and understandings with respect to the subject matter hereof and no ancillary agreements to this Agreement, whether verbally or in writing, have been entered into between the Parties, provided that nothing in this Agreement, express or implied, is intended to or shall be construed to supersede, modify, replace, amend, rescind, waive, expand or limit in any way the rights of the Parties under, and the terms of, the Business Combination Agreement or any other agreement entered into between the Parties and/or their respective affiliates. In the event that any provision of this Agreement is construed to conflict with a provision in the Business Combination Agreement, the Parties agree that the provision in the Business Combination Agreement shall be controlling.

10.8. Counterparts: This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. A facsimile or email transmission of scanned or executed counterparts of this Agreement shall be sufficient to bind a Party to the same extent as an original.

10.9. Amendments and Waivers: Any and all amendments to this Agreement or waivers must be made in writing, unless stricter requirements as to their form are required by mandatory Law. This shall also apply to any waiver of compliance with the provisions of this Section 10.9.

10.10. Interpretation, Definitions:

(a) This Agreement is made in the English language. Terms to which a German translation has been added shall, however, be construed and interpreted as having the meaning assigned to them by the German translation.

(b) Terms in bold and italic shall have the meaning ascribed to them in this Agreement, unless otherwise expressly defined in this Agreement.

(c) The headings of the sections and subsections in this Agreement are for convenience purposes only and shall not affect the interpretation of any of the provisions hereof.

(d) The term “Affiliate” shall mean all connected enterprises (verbundene Unternehmen) within the meaning of Sections 15 et seq. AktG.

(e) The term “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in Frankfurt am Main, Germany, are generally closed.

(f) The term “Governmental Authority” shall mean (i) any government, governmental or quasi-governmental authority, entity, ministry, department, commission, board, agency or instrumentality, (ii) any court, tribunal, or judicial or arbitral body, whether federal, state, provincial, local or foreign and (iii) any body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or tax authority or power of any nature.

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(g) The term “Law” shall mean any federal, state, regional, county and local law, statute, ordinance (Verwaltungsvorschrift), legally binding rule, directive or regulation (rechtlich bindende technische Norm oder Regelwerk), code, judgment, constitution, principle of common law, edict, treaty, ruling or directive or similar regulation of general applicability of any Governmental Authority (or under the authority of the FSE, Nasdaq or another stock exchange).

(h) The term “Subsidiary” shall mean all subsidiaries (Tochterunternehmen) within the meaning of Section 2 para. 6 WpÜG of the relevant Party.

10.11. Governing Law, Jurisdiction: This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Germany. The exclusive legal venue for all disputes arising between the Parties from or in connection with this Agreement shall, to the extent legally possible, be Frankfurt am Main, Germany.

[Signature Page to Follow]

20

[signature page to the Delisting Agreement]

Für die / on behalf of

Novartis BidCo AG

20 June 2024

/s/ Tariq ElRafie

Tariq ElRafie

vertretungsberchtigt auf Grundlage von Vollmacht /
authorized signatory based on power of attorney

[signature page to the Delisting Agreement]

Für die / on behalf of
Novartis BidCo AG

20 June 2024

/s/ David Quartner

David Quartner

vertretungsberchtigt auf Grundlage von Vollmacht /
authorized signatory based on power of attorney

Signature page to the Delisting Agreement between Novartis BidCo AG, Novartis AG and MorphoSys AG dated 20 June 2024

Accepted and agreed:

On 20 June 2024 for and on behalf of Novartis BidCo AG

/s/ David Quartner

Name: David Quartner
Position: Attorney-In-Fact

Signature page to the Delisting Agreement between Novartis BidCo AG, Novartis AG and MorphoSys AG dated 20 June 2024

Accepted and agreed:

On 20 June 2024 for and on behalf of Novartis AG

/s/ Tariq ElRafie

Name: Tariq ElRafie

Position: As Attorney

Signature page to the Delisting Agreement between Novartis BidCo AG, Novartis AG and MorphoSys AG dated 20 June 2024

Accepted and agreed:

On 20 June 2024 for and on behalf of MorphoSys AG:

/s/ Arkadius Pichota	/s/ Lukas Gilgen
Arkadius Pichota Chief Executive Officer (Vorstandvorsitzender)	Lukas Gilgen Chief Financial Officer (Finanzvorstand)

EX-99.(D)(2)

Exhibit (d)(2)

 

Non-tender agreement

regarding certain shares in

MorphoSys AG

dated 26 June 2024

Non-tender agreement

between

(1) Novartis BidCo Germany AG, Roonstr. 25, c/o Novartis Pharma GmbH, 90429 Nürnberg, Germany

– the Shareholder –

and

(2) Novartis BidCo AG, Lichtstrasse 35, 4056 Basel, Switzerland

– the Bidder –

– Shareholder and Bidder each a Party and, collectively, the Parties –

Preamble

(A) The Shareholder is a stock corporation incorporated under the laws of Germany with its registered office in Munich and registered address at Roonstr. 25, c/o Novartis Pharma GmbH, 90429 Nürnberg, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich under the registration number HRB 283042.

(B) The Bidder is a stock corporation incorporated under the laws of Switzerland with its registered office at Lichtstrasse 35, 4056 Basel, Switzerland and registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492.

(C) MorphoSys AG is a stock corporation incorporated under the laws of Germany with its registered office at Semmelweisstr. 7, 82152 Planegg, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich under the registration number HRB 121023 (MorphoSys). The registered share capital (Grundkapital) of MorphoSys equals 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 pro rata amount (rechnerischer Anteil) of the registered share capital of MorphoSys of EUR 1.00 per share (ISIN: DE0006632003) (the MorphoSys Shares). The MorphoSys Shares are admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, FSE) with simultaneous admission to the sub-segment of the regulated market with additional postadmission obligations on the FSE (Prime Standard).

(D) The Shareholder holds at the moment of the execution of this non-tender agreement 34,337,809 (in words thirty thirty-four million three hundred thirty-seven thousand and eight hundred and nine) shares in MorphoSys (each a Restricted MorphoSys Share, collectively the Restricted MorphoSys Shares), i.e. 91.04 % of the share capital in MorphoSys.

(E) The Restricted Shares are booked on the securities account at UBS Switzerland AG (the Depositary Bank), under the account number 023000874299.S1 (the Blocked Account). A confirmation hereof by the Depositary Bank is attached as Appendix 1.

(F) On 20 June 2024, the Bidder has announced its intention to make a delisting purchase offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz - BörsG) in the form of a cash offer to the shareholders of MorphoSys to acquire all shares in MorphoSys, which are not already held by the Bidder (the Delisting Purchase Offer). The consideration under the Delisting Purchase Offer will be a cash consideration in the amount of EUR 68.00 per share (the Offer Consideration). The Delisting Purchase Offer will comply with the applicable provisions of the BörsG as well as the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG).

(G) It is the common understanding of the Parties that the MorphoSys Shares shall not be tendered into the Delisting Purchase Offer. According to the administrative practice of the German Federal Financial Supervisory Authority (BaFin), the certainty of funds to pay the Offer Consideration at consummation of the offer for each outstanding share covered by a delisting purchase offer, pursuant to Sec. 39 para. 2 sentence 2 no. 1 BörsG in conjunction with Sec. 13 WpÜG, is ensured also for those shares of the target company with regard to which a binding legal agreement between the shareholder and the bidder has been put in place, pursuant to which, inter alia, the respective shares may not be tendered into the offer (a non-tender agreement) and certain other provisions are agreed, if such non-tender agreement provides for a contractual penalty in the form as agreed in clauses 2.2, 2.3 and 2.4 below and the respective shares are blocked in a blocked account in Switzerland.

Now, therefore, the Parties enter into this non-tender agreement (the Agreement):

1. Non-tender undertaking

1.1 The Shareholder hereby irrevocably and unconditionally agrees and undertakes to the Bidder not to tender the Restricted MorphoSys Shares (in whole or in part) into the Delisting Purchase Offer during the acceptance period pursuant to Sec. 16 para. 1 WpÜG.

1.2 The Shareholder hereby irrevocably and unconditionally undertakes to the Bidder, prior to the termination of this Agreement, not to sell or transfer or otherwise dispose of any of the Restricted MorphoSys Shares or to assign any of the Shareholders’ rights attached to the Restricted MorphoSys Shares in any other way.

2. Penalty, set-off, waiver

2.1 The Shareholder hereby unconditionally and irrevocably undertakes to the Bidder to pay a contractual penalty (Vertragsstrafe) to the Bidder for each Restricted MorphoSys Share which the Shareholder tenders into the Delisting Purchase Offer (the Tendered Restricted MorphoSys Share) in breach of its undertaking pursuant to clause 1.1 (the Contractual Penalty). The amount of the Contractual Penalty shall equal the amount of the Offer Consideration per Tendered Restricted MorphoSys Share payable by the Bidder to the Shareholder according to the Delisting Purchase Offer. If the Bidder publishes a modification of the Delisting Offer on terms that represent an increase of consideration originally offered, such improved terms shall apply accordingly to the Contractual Penalty.

2/6

2.2 The Contractual Penalty pursuant to clause 2.1 shall become due and payable for each Tendered Restricted MorphoSys Share at the time of the settlement of the Delisting Purchase Offer. If and to the extent the Shareholder tenders the Restricted MorphoSys Shares in breach of the Company’s undertaking pursuant to clause 1.1 into the Delisting Purchase Offer, the Shareholder and the Bidder hereby agree by way of a set-off agreement (Aufrechnungsvereinbarung) that the claim of the Shareholder against the Bidder for payment of the Offer Consideration for each Tendered Restricted MorphoSys Share under the Delisting Purchase Offer shall be offset against the claim of the Bidder against the Shareholder for payment of the Contractual Penalty pursuant to clause 2.1 for each Tendered Restricted MorphoSys Share. The Parties agree that as a result of such off-setting, the respective claims of the Shareholder against the Bidder for payment of the Offer Consideration and of the Bidder against the Shareholder for payment of the Contractual Penalty shall be discharged and the Bidder shall not be obliged to pay the Offer Consideration under the Delisting Purchase Offer to the Shareholder for the Tendered Restricted MorphoSys Shares and the Shareholder shall not be obliged to pay the Contractual Penalty pursuant to clause 2.1 to the Bidder.

2.3 If and to the extent (i) the Shareholder is in breach of its undertaking pursuant to clause 1.1 and (ii) the off-setting pursuant to clause 2.2 is for any reason not valid or can for any reason not be effected, the Shareholder and the Bidder hereby agree by way of a waiver agreement pursuant to sec. 397 of the German Civil Code (BGB) (Erlassvertrag) that (a) the Shareholder hereby waives any and all rights or claims the Shareholder may have with respect to the payment of the Offer Consideration for the Tendered Restricted MorphoSys Shares under the Delisting Purchase Offer, and (b) the Bidder hereby waives any and all rights or claims the Bidder may have with respect to the payment of the Contractual Penalty pursuant to clause 2.1.

2.4 In case of a breach by the Shareholder of the undertaking in clause 1.2 with respect to the Restricted MorphoSys Shares held by the Shareholder, clause 2.1 shall apply mutatis mutandis if and to the extent Restricted MorphoSys Shares so acquired by a third party are tendered into the Delisting Purchase Offer. The Contractual Penalty shall become due and payable for each Restricted MorphoSys Share so tendered and acquired by the Bidder at the time of the respective settlement of the Delisting Purchase Offer.

2.5 In case of a breach by the Shareholder of the undertaking in clause 1.2 with respect to the Restricted MorphoSys Shares held by the Shareholder, the Bidder shall be entitled to receive the amount by which the price received by the Shareholder per Restricted MorphoSys Share exceeds the Offer Consideration. Further claims resulting from such breach by the Shareholder of the undertaking in clause 1.2 shall remain unaffected.

3/6

3. Term

This Agreement automatically terminates and shall have no further effect upon the earlier of one of the following events:

(a) a notice of cancellation for good cause (aus wichtigem Grund) issued by the Bidder to the Shareholder;

(b) the draft offer document (Angebotsunterlage) relating to the Delisting Purchase Offer has not been submitted to BaFin within the statutory (potentially extended) period after the announcement pursuant to sec. 10 WpÜG;

(c) no offer document (Angebotsunterlage) for the Delisting Purchase Offer has been published by the Bidder within the statutory period;

(d) the public announcement by the Bidder that a Delisting Purchase Offer will not be made or not be consummated;

(e) the end of the acceptance period of the Delisting Purchase Offer; and

(f) after expiry of 30 November 2024.

4. Undertaking to enter into Security Blockage Agreement

The Shareholder undertakes to enter into, and shall procure that the Depositary Bank enters into, the Security Blockage Agreement (Depotsperrvereinbarung) substantially in the form attached as Appendix 2 without undue delay following signing of this Agreement.

5. Notices

5.1 All legally binding statements and other notices in connection with this Agreement (collectively the Notices) shall be made in writing unless a formal notarization (Beurkundung) or another specific form is required by law. The written form requirement will be satisfied through transmission by fax (but not through any other form of telecommunication transmission) and an exchange of letters. An electronic transmission (such as by e-mail) shall not satisfy the requirement that Notices be made in writing.

5.2 Notice to be given to the Shareholder hereunder shall be addressed as follows:

Novartis BidCo Germany AG

Attn.: Jan-Hendrik Petersen

c/o Novartis Pharma GmbH
Roonstrasse 25
90429 Nuremberg, Germany

E-mail: david.quartner@novartis.com (for information purposes only)

with a copy to its advisor for information purposes:

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB

Attn.: Dr. Sabrina Kulenkamp

Bockenheimer Anlage 44

60322 Frankfurt am Main, Germany

Fax: +49 69 23 26 64

E-mail:sabrina.kulenkamp@freshfields.com

4/6

5.3 Any Notice to be given to the Bidder hereunder shall be addressed as follows:

Novartis BidCo AG

Attn.: David Quartner

Lichtstrasse 35

4056 Basel, Switzerland

E-mail: david.quartner@novartis.com (for information purposes only)

with a copy to its advisor for information purposes:

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB

Attn.: Dr. Sabrina Kulenkamp

Bockenheimer Anlage 44

60322 Frankfurt am Main, Germany

Fax: +49 69 23 26 64

E-mail: sabrina.kulenkamp@freshfields.com

5.4 Each Party shall without undue delay give Notice to the respective other Party of any changes in its address set forth in clauses 5.2 and 1.1 above. In the absence of such communication, the address stated above shall remain in place.

6. Miscellaneous

6.1 All costs, including expenses, fees and charges, in connection with the preparation, negotiation, execution and consummation of this Agreement or the performance of the transactions contemplated hereunder, including, without limitation, fees and expenses of professional advisers, shall be borne by the Party commissioning such costs.

6.2 Any amendment of, supplement to or termination of this Agreement (including any waiver of these clauses) shall be valid only if made in writing (Schriftform) unless more stringent form requirements (e.g. notarization) are required by applicable mandatory law.

6.3 No Party shall be entitled to assign any rights or claims under this Agreement without the prior written consent of the other Party. Nothing in this Agreement expressed or implied, is intended for the benefit of, and, thus, does not inure to the benefit of, any third party.

6.4 This Agreement shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, excluding provisions on conflicts of laws (Regelungen des Internationalen Privatrechts). 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 number of arbitrators shall be three (3). The place of arbitration shall be Munich, Germany. The language of the arbitral proceedings shall be English, provided that any German documents submitted to the arbitral tribunal do not need to be translated.

5/6

6.5 In the event that one or more provisions of this Agreement are, are deemed to be, or become, in whole or in part, void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), the validity, effectiveness and enforceability of the other provisions of this Agreement shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective and enforceable provision as most closely reflects the economic purpose of the original provision based on its subject-matter, scale, time, place and scope of application. The aforesaid rule shall apply mutatis mutandis to fill any gap that may be found to exist in this Agreement.

6.6 Any references made in this Agreement to any types of companies or equity participations, proceedings, government authorities or other bodies, rights, institutions, regulations or legal relationships (the Legal Terms) under German law shall extend to any corresponding or identical Legal Terms under foreign law, to the extent that relevant facts and circumstances must be assessed under such foreign law. If there is no functionally equivalent Legal Term under the foreign law, then the Legal Term, which most closely reflects the functionality of the Legal Term under German law, shall be referenced into the Agreement.

6.7 Where the English wording of this Agreement is followed by a German Legal Term set in parentheses and in italics, the German legal term shall prevail.

[Signature Pages to follow]

6/6

[Signature page to Non-Tender Agreement]

Novartis BidCo Germany AG

26 June 2024

/s/ Jan-Hendrik Petersen

Jan-Hendrik Petersen

Sole member of the Management Board

[Signature page to Non-Tender Agreement]

Novartis BidCo AG

26 June 2024

/s/ David Quartner

David Quartner

vertretungsberchtigt auf Grundlage

von Vollmacht /

authorized signatory based on Power of attorney

[Signature page to Non-Tender Agreement]

Novartis BidCo AG

26 June 2024

/s/ Tariq ElRafie

Tariq ElRafie

vertretungsberchtigt auf Grundlage

von Vollmacht /

authorized signatory based on Power of attorney

Non-Tender Agreement

Novartis BidCo AG / Novartis BidCo Germany AG

Appendix 1
Account Statement

	UBS Switzerland AG
	Postfach
	8098 Zürich
	Corporate & Institutional Clients Multinationals
	Marco Weiss
	Europaallee 21
	8004 Zürich
Novartis BidCo Germany AG	Tel. +41-44-239 55 66
Roonstrasse 25	Fax +41-44-239 58 20
90429 Nürnberg	marco.weiss@ubs.com
Germany
	www.ubs.com

Zurich, 19, June 2024

Confirmation UBS custody account

Dear client,

Hereby we confirm the custody account details of Novartis BidCo Germany AG:

Account holder	Novartis BidCo Germany AG
Deposit account number	XXXXXXXXXX
Bank	XXXXXXXXXX
	XXXXXXXXXX
	XXXXXXXXXX
BIC/SWIFT	XXXXXXXXXX
Clearing	XXXXXXXXXX
Shares as per 19 June, 2024:	34’337’809 Morphosys AG (Valor 944497)

If you have any further questions, please do not hesitate contacting us.

Yours sincerely,

UBS Switzerland AG

/s/ Marco Weiss	/s/ Cédric Stauffer
Marco Weiss	Cédric Stauffer
Director	Authorized Officer

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

Appendix 2
Agreed Form Security Blockage Agreement

Security blockage agreement

regarding certain shares in

MorphoSys AG

dated 26 June 2024

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

Security blockage agreement

between

(3) UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland

- the Depositary Bank -

(4) Novartis BidCo Germany AG c/o Novartis Pharma GmbH, Roonstrasse 25, 90429 Nuremberg, Germany

- the Shareholder -

and

(5) Novartis BidCo AG, Lichtstrasse 35, 4056 Basel, Switzerland

- the Bidder -

- Depositary Bank, Shareholder and Bidder each a Party and, collectively, the Parties -

Preamble

(H) The Shareholder is a stock corporation incorporated under the laws of Germany with its registered office at c/o Novartis Pharma GmbH, Roonstrasse 25, 90429 Nuremberg, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich under the registration number HRB 283042.

(I) MorphoSys AG is a stock corporation incorporated under the laws of Germany with its registered office at Semmelweisstraße 7, 82152 Planegg, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 121023 (MorphoSys). The registered share capital (Grundkapital) of MorphoSys equals EUR 37,655,137.00 and is divided into 37,655,137 no-par value bearer shares (auf den Inhaber lautende Stückaktien) with a notional amount (rechnerischer Anteil) of EUR 1.00 per share (such shares the MorphoSys Shares).

(J) On 20 June 2024, the Bidder, a stock corporation incorporated under the laws of Switzerland with its registered office at Lichtstrasse 35, 4056 Basel, Switzerland and registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492, has published its decision to launch a delisting purchase offer to the holders of MorphoSys Shares and American Depositary Shares in accordance with Sec. 10 para. 1 sentence 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 (Börsengesetz - BörsG) (the Delisting Purchase Offer).

(K) The Shareholder holds 34,337,809 (in words thirty-four million three hundred thirty-seven thousand and eight hundred and nine) shares of MorphoSys (each a Restricted MorphoSys Share, collectively the Restricted MorphoSys Shares).

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

(L) On 26 June 2024, the Shareholder and the Bidder entered into a non-tender agreement pursuant to which the Shareholder irrevocably and unconditionally undertook vis-à-vis the Bidder, inter alia, (i) not to accept the Delisting Purchase Offer for any of the Restricted MorphoSys Shares and (ii) not to sell, transfer or otherwise dispose of any of the Restricted MorphoSys Shares, each of which for the duration of, and in accordance with the terms and conditions stipulated in, such non-tender agreement (the Non-Tender Agreement). In addition, the Shareholder undertook to enter into a security blockage agreement (Depotsperrvereinbarung, the Security Blockage Agreement).

(M) The Parties intend to block the Restricted MorphoSys Shares in the Shareholders’ security account so that they cannot be tendered into the Delisting Purchase Offer. During the term of this Security Blockage Agreement, the sale or transfer or other disposition (Verfügung) of any of the Shareholders’ Restricted MorphoSys Shares shall only be valid with the prior written consent by the Bidder. This Security Blockage Agreement shall not cause a change in the legal and beneficial ownership of the Restricted MorphoSys Shares, which shall remain with the Shareholder.

Now, therefore, the Parties agree as follows:

7. Security Blockage

7.1 The Shareholder hereby irrevocably and unconditionally instructs the Depositary Bank for the term of this Security Blockage Agreement not to, without the prior written consent of the Bidder,

(a) transfer any of the Restricted MorphoSys Shares credited to the Blocked Account to any other securities account or sub-securities account of the Shareholder or any Third Party (as defined below) at the Depositary Bank or any other depositary bank,

(b) deliver any of the Restricted MorphoSys Shares to the Shareholder or to any Third Party,

(c) execute any sales orders regarding the Restricted MorphoSys Shares; or

(d) assist, carry out, or otherwise support the transfer or other disposition of any Restricted MorphoSys Shares held by the Shareholder

(each a Security Account Transfer). Third Party means any person other than the Shareholder, including the Depositary Bank and any shareholder of the Shareholder and any other person affiliated with the Shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz).

Notwithstanding the foregoing, the restrictions regarding Security Account Transfers shall not apply to the extent that the Depositary Bank is required by applicable laws, regulations or court order to execute such Security Account Transfer. The Depositary Bank and the Shareholder hereby undertake, to the extent legally permissible, to provide the Bidder with prompt written notice of, and explain in reasonable detail, (i) any circumstances which may trigger the requirement of a Security Account Transfer based on applicable laws, regulations or court order, and (ii) any such Security Account Transfer executed.

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

7.2 Upon the prior joint written request of both the Bidder and the Shareholder, the Depositary Bank shall be obliged to promptly execute such Security Account Transfers.

7.3 The Shareholder hereby undertakes to the Bidder and the Depositary Bank not to execute, arrange or otherwise engage in a Security Account Transfer.

7.4 The Depositary Bank hereby undertakes to the Bidder not to execute, arrange or otherwise engage in a Security Account Transfer which would be in violation of clause 1.1, irrespective of a contradicting instruction by the Shareholder.

7.5 With a view to the Restricted MorphoSys Shares, the Depositary Bank hereby undertakes during the term of this Security Blockage Agreement to the Bidder not to enforce any share pledge (Pfandrecht) or right of retention (Zurückbehaltungsrecht) based on the general terms and conditions of the Depositary Bank.

7.6 Without prejudice to clause 3, this Security Blockage Agreement cannot be amended or waived without the prior written consent by the Bidder.

7.7 At the request of the Bidder, the Depositary Bank shall provide the Bidder with a securities account statement with regard to the Restricted MorphoSys Shares and confirm in writing that a Security Account Transfer has not occurred. To the extent necessary for the purposes of this Security Blockage Agreement, the Shareholder hereby waives its right of confidentiality, banking secrecy and data protection.

8. Irrevocability

Except with respect to clause 3, this Security Blockage Agreement is irrevocable and unconditional. Instructions to the Depositary Bank to execute, arrange or otherwise engage in a Security Account Transfer contradicting this Security Blockage Agreement and the cancellation, revocation and any other form of termination of the Security Blockage Agreement or its amendment shall be regarded as invalid by the Depositary Bank without triggering any obligation of the Depositary Bank to inquire or otherwise investigate with the Shareholder or any Third Party. The same applies to other contractual relationships between the Depositary Bank and the Shareholder in respect of the Blocked Account, e.g. the termination of the securities account itself.

9. Term of the Security Blockage

9.1 This Security Blockage Agreement automatically terminates and shall have no further effect upon the day on which the Non-Tender Agreement ends, i.e. upon the earlier of one of the following events:

(a) a notice of cancellation for good cause (aus wichtigem Grund) issued by the Bidder to the Shareholder;

(b) the draft offer document (Angebotsunterlage) relating to the Delisting Purchase Offer has not been submitted to BaFin within the statutory (potentially extended) period after the announcement pursuant to sec. 10 WpÜG;

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

(c) no offer document (Angebotsunterlage) for the Delisting Purchase Offer has been published by the Bidder within the statutory period;

(d) the public announcement by the Bidder that a Delisting Purchase Offer will not be made or not be consummated;

(e) the end of the acceptance period of the Delisting Purchase Offer (expected on 2 August 2024, 24:00 CET); and

(f) after expiry of 30 November 2024.

9.2 In any event of Sec. 3.1. (a) – (e), in relation to the Depositary Bank, this Security Blockage Agreement shall only be considered terminated (i) if the Shareholder and the Bidder jointly confirm the termination to the Depositary Bank or (ii) if it has been held by a final judgment that this Security Blockage Agreement has ended.

10. Notices

10.1 All legally binding statements and other notices in connection with this Security Blockage Agreement (collectively the Notices) shall be made in writing unless a formal notarization (Beurkundung) or another specific form is required by law. The written form requirement will be satisfied through transmission by fax (but not through any other form of telecommunication transmission) and an exchange of letters. An electronic transmission (such as by e-mail) shall not satisfy the requirement that Notices be made in writing.

10.2 Notice to be given to the Depositary Bank hereunder shall be addressed as follows:

UBS Switzerland AG

Attn.: Pascal Koller

Bahnhofstrasse 45
Postfach
8098 Zurich

Fax: +41 44 239 58 20
E-mail: pascal.koller@ubs.com (for information purposes only)

with a copy to the following recipient:

UBS Switzerland AG
Attn.: Raffaele Di Giulio
Bahnhofstrasse 45
Postfach
8098 Zurich
Fax: +41 44 239 58 20
E-mail: raffaele.di-gulio@ubs.com (for information purposes only)

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

10.3 Notice to be given to the Shareholder hereunder shall be addressed as follows:

Novartis BidCo Germany AG

Attn.: Jan-Hendrik Petersen

c/o Novartis Pharma GmbH
Roonstrasse 25
90429 Nuremberg, Germany

Email: david.quartner@novartis.com (for information purposes only)

with a copy to its advisor for information purposes:

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB

Attn.: Dr. Sabrina Kulenkamp

Bockenheimer Anlage 44

60322 Frankfurt am Main, Germany

Fax: +49 69 23 26 64

Email: sabrina.kulenkamp@freshfields.com

10.4 Any Notice to be given to the Bidder hereunder shall be addressed as follows:

Novartis BidCo AG

Attn.: David Quartner

Lichtstrasse 35

4056 Basel, Switzerland

Email: david.quartner@novartis.com (for information purposes only)

with a copy to its advisor for information purposes:

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB

Attn.: Dr. Sabrina Kulenkamp

Bockenheimer Anlage 44

60322 Frankfurt am Main, Germany

Fax: +49 69 23 26 64

Email: sabrina.kulenkamp@freshfields.com

10.5 Each Party shall without undue delay give written Notice to the respective other Parties of any changes in its address set forth in clauses 4.2 and 4.3 above. In the absence of such communication, the address stated above shall remain in place.

11. Miscellaneous

11.1 All costs, including expenses, fees and charges, in connection with the preparation, negotiation, execution and consummation of this Security Blockage Agreement or the performance of the transactions contemplated hereunder, including, without limitation, fees and expenses of professional advisers, shall be borne by the Party commissioning such costs.

11.2 Any amendment of, supplement to or termination of this Security Blockage Agreement (including any waiver of this clauses) shall be valid only if made in writing (Schriftform) unless more stringent form requirements (e.g. notarization) are required by applicable mandatory law.

11.3 No Party shall be entitled to assign any rights or claims under this Security Blockage Agreement without the prior written consent of the other Party. Nothing in this Security Blockage Agreement expressed or implied, is intended for the benefit of, and, thus, does not inure to the benefit of, any third party.

Non-Tender Agreement
Novartis BidCo AG / Novartis BidCo Germany AG

11.4 This Security Blockage Agreement shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws (Regelungen des deutschen Internationalen Privatrechts). All disputes arising out of or in connection with this Security Blockage 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 number of arbitrators shall be three (3). The place of arbitration shall be Munich, Germany. The language of the arbitral proceedings shall be English, provided that any German documents submitted to the arbitral tribunal do not need to be translated.

11.5 In the event that one or more provisions of this Security Blockage Agreement are, are deemed to be, or become, in whole or in part, void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), the validity, effectiveness and enforceability of the other provisions of this Security Blockage Agreement shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective and enforceable provision as most closely reflects the economic purpose of the original provision based on its subject-matter, scale, time, place and scope of application. The aforesaid rule shall apply mutatis mutandis to fill any gap that may be found to exist in this agreement.

11.6 Any references made in this agreement to any types of companies or equity participations, proceedings, government authorities or other bodies, rights, institutions, regulations or legal relationships (the Legal Terms) under German law shall extend to any corresponding or identical Legal Terms under foreign law, to the extent that relevant facts and circumstances must be assessed under such foreign law. If there is no functionally equivalent Legal Term under the foreign law, then the Legal Term, which most closely reflects the functionality of the Legal Term under German law, shall be referenced into the Agreement.

11.7 Where the English wording of this Agreement is followed by a German Legal Term set in parenthesis and in italics, the German legal term shall prevail.

[Signature Pages to follow]

EX-99.(D)(3)

Exhibit (d)(3)

Security blockage agreement

regarding certain shares in

MorphoSys AG

dated 27 June 2024

Security blockage agreement

between

(1) UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland

- the Depositary Bank -

(2) Novartis BidCo Germany AG c/o Novartis Pharma GmbH, Roonstrasse 25, 90429 Nuremberg, Germany

- the Shareholder -

and

(3) Novartis BidCo AG, Lichtstrasse 35, 4056 Basel, Switzerland

- the Bidder -

- Depositary Bank, Shareholder and Bidder each a Party and, collectively, the Parties -

Preamble

(A) The Shareholder is a stock corporation incorporated under the laws of Germany with its registered office at c/o Novartis Pharma GmbH, Roonstrasse 25, 90429 Nuremberg, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich under the registration number HRB 283042.

(B) MorphoSys AG is a stock corporation incorporated under the laws of Germany with its registered office at Semmelweisstraße 7, 82152 Planegg, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 121023 (MorphoSys). The registered share capital (Grundkapital) of MorphoSys equals EUR 37,655,137.00 and is divided into 37,655,137 no-par value bearer shares (auf den Inhaber lautende Stückaktien) with a notional amount (rechnerischer Anteil) of EUR 1.00 per share (such shares the MorphoSys Shares).

(C) On 20 June 2024, the Bidder, a stock corporation incorporated under the laws of Switzerland with its registered office at Lichtstrasse 35, 4056 Basel, Switzerland and registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under company number CHE-477.907.492, has published its decision to launch a delisting purchase offer to the holders of MorphoSys Shares and American Depositary Shares in accordance with Sec. 10 para. 1 sentence 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 (Börsengesetz - BörsG) (the Delisting Purchase Offer).

(D) The Shareholder holds 34,337,809 (in words thirty-four million three hundred thirty-seven thousand and eight hundred and nine) shares of MorphoSys (each a Restricted MorphoSys Share, collectively the Restricted MorphoSys Shares).

(E) On 26 June 2024, the Shareholder and the Bidder entered into a non-tender agreement pursuant to which the Shareholder irrevocably and unconditionally undertook vis-à-vis the Bidder, inter alia, (i) not to accept the Delisting Purchase Offer for any of the Restricted MorphoSys Shares and (ii) not to sell, transfer or otherwise dispose of any of the Restricted MorphoSys Shares, each of which for the duration of, and in accordance with the terms and conditions stipulated in, such non-tender agreement (the Non-Tender Agreement). In addition, the Shareholder undertook to enter into a security blockage agreement (Depotsperrvereinbarung, the Security Blockage Agreement).

(F) The Parties intend to block the Restricted MorphoSys Shares in the Shareholders’ security account so that they cannot be tendered into the Delisting Purchase Offer. During the term of this Security Blockage Agreement, the sale or transfer or other disposition (Verfügung) of any of the Shareholders’ Restricted MorphoSys Shares shall only be valid with the prior written consent by the Bidder. This Security Blockage Agreement shall not cause a change in the legal and beneficial ownership of the Restricted MorphoSys Shares, which shall remain with the Shareholder.

Now, therefore, the Parties agree as follows:

1. Security Blockage

1.1 The Shareholder hereby irrevocably and unconditionally instructs the Depositary Bank for the term of this Security Blockage Agreement not to, without the prior written consent of the Bidder,

(a) transfer any of the Restricted MorphoSys Shares credited to the Blocked Account to any other securities account or sub-securities account of the Shareholder or any Third Party (as defined below) at the Depositary Bank or any other depositary bank,

(b) deliver any of the Restricted MorphoSys Shares to the Shareholder or to any Third Party,

(c) execute any sales orders regarding the Restricted MorphoSys Shares; or

(d) assist, carry out, or otherwise support the transfer or other disposition of any Restricted MorphoSys Shares held by the Shareholder

(each a Security Account Transfer). Third Party means any person other than the Shareholder, including the Depositary Bank and any shareholder of the Shareholder and any other person affiliated with the Shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz).

Notwithstanding the foregoing, the restrictions regarding Security Account Transfers shall not apply to the extent that the Depositary Bank is required by applicable laws, regulations or court order to execute such Security Account Transfer. The Depositary Bank and the Shareholder hereby undertake, to the extent legally permissible, to provide the Bidder with prompt written notice of, and explain in reasonable detail, (i) any circumstances which may trigger the requirement of a Security Account Transfer based on applicable laws, regulations or court order, and (ii) any such Security Account Transfer executed.

1.2 Upon the prior joint written request of both the Bidder and the Shareholder, the Depositary Bank shall be obliged to promptly execute such Security Account Transfers.

1.3 The Shareholder hereby undertakes to the Bidder and the Depositary Bank not to execute, arrange or otherwise engage in a Security Account Transfer.

1.4 The Depositary Bank hereby undertakes to the Bidder not to execute, arrange or otherwise engage in a Security Account Transfer which would be in violation of clause 1.1, irrespective of a contradicting instruction by the Shareholder.

1.5 With a view to the Restricted MorphoSys Shares, the Depositary Bank hereby undertakes during the term of this Security Blockage Agreement to the Bidder not to enforce any share pledge (Pfandrecht) or right of retention (Zurückbehaltungsrecht) based on the general terms and conditions of the Depositary Bank.

1.6 Without prejudice to clause 3, this Security Blockage Agreement cannot be amended or waived without the prior written consent by the Bidder.

1.7 At the request of the Bidder, the Depositary Bank shall provide the Bidder with a securities account statement with regard to the Restricted MorphoSys Shares and confirm in writing that a Security Account Transfer has not occurred. To the extent necessary for the purposes of this Security Blockage Agreement, the Shareholder hereby waives its right of confidentiality, banking secrecy and data protection.

2. Irrevocability

Except with respect to clause 3, this Security Blockage Agreement is irrevocable and unconditional. Instructions to the Depositary Bank to execute, arrange or otherwise engage in a Security Account Transfer contradicting this Security Blockage Agreement and the cancellation, revocation and any other form of termination of the Security Blockage Agreement or its amendment shall be regarded as invalid by the Depositary Bank without triggering any obligation of the Depositary Bank to inquire or otherwise investigate with the Shareholder or any Third Party. The same applies to other contractual relationships between the Depositary Bank and the Shareholder in respect of the Blocked Account, e.g. the termination of the securities account itself.

3. Term of the Security Blockage

3.1 This Security Blockage Agreement automatically terminates and shall have no further effect upon the day on which the Non-Tender Agreement ends, i.e. upon the earlier of one of the following events:

(a) a notice of cancellation for good cause (aus wichtigem Grund) issued by the Bidder to the Shareholder;

(b) the draft offer document (Angebotsunterlage) relating to the Delisting Purchase Offer has not been submitted to BaFin within the statutory (potentially extended) period after the announcement pursuant to sec. 10 WpÜG;

(c) no offer document (Angebotsunterlage) for the Delisting Purchase Offer has been published by the Bidder within the statutory period;

(d) the public announcement by the Bidder that a Delisting Purchase Offer will not be made or not be consummated;

(e) the end of the acceptance period of the Delisting Purchase Offer (expected on 2 August 2024, 24:00 CET); and

(f) after expiry of 30 November 2024.

3.2 In any event of Sec. 3.1. (a) – (e), in relation to the Depositary Bank, this Security Blockage Agreement shall only be considered terminated (i) if the Shareholder and the Bidder jointly confirm the termination to the Depositary Bank or (ii) if it has been held by a final judgment that this Security Blockage Agreement has ended.

4. Notices

4.1 All legally binding statements and other notices in connection with this Security Blockage Agreement (collectively the Notices) shall be made in writing unless a formal notarization (Beurkundung) or another specific form is required by law. The written form requirement will be satisfied through transmission by fax (but not through any other form of telecommunication transmission) and an exchange of letters. An electronic transmission (such as by e-mail) shall not satisfy the requirement that Notices be made in writing.

4.2 Notice to be given to the Depositary Bank hereunder shall be addressed as follows:

UBS Switzerland AG

Attn.: Pascal Koller

Bahnhofstrasse 45
Postfach
8098 Zurich

Fax: +41 44 239 58 20
E-mail: pascal.koller@ubs.com (for information purposes only)

with a copy to the following recipient:

UBS Switzerland AG
Attn.: Raffaele Di Giulio
Bahnhofstrasse 45
Postfach
8098 Zurich
Fax: +41 44 239 58 20
E-mail: raffaele.di-gulio@ubs.com (for information purposes only)

4.3 Notice to be given to the Shareholder hereunder shall be addressed as follows:

Novartis BidCo Germany AG

Attn.: Jan-Hendrik Petersen

c/o Novartis Pharma GmbH
Roonstrasse 25
90429 Nuremberg, Germany

Email: david.quartner@novartis.com (for information purposes only)

with a copy to its advisor for information purposes:

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB

Attn.: Dr. Sabrina Kulenkamp

Bockenheimer Anlage 44

60322 Frankfurt am Main, Germany

Fax: +49 69 23 26 64

Email: sabrina.kulenkamp@freshfields.com

4.4 Any Notice to be given to the Bidder hereunder shall be addressed as follows:

Novartis BidCo AG

Attn.: David Quartner

Lichtstrasse 35

4056 Basel, Switzerland

Email: david.quartner@novartis.com (for information purposes only)

with a copy to its advisor for information purposes:

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB

Attn.: Dr. Sabrina Kulenkamp

Bockenheimer Anlage 44

60322 Frankfurt am Main, Germany

Fax: +49 69 23 26 64

Email: sabrina.kulenkamp@freshfields.com

4.5 Each Party shall without undue delay give written Notice to the respective other Parties of any changes in its address set forth in clauses 4.2 and 4.3 above. In the absence of such communication, the address stated above shall remain in place.

5. Miscellaneous

5.1 All costs, including expenses, fees and charges, in connection with the preparation, negotiation, execution and consummation of this Security Blockage Agreement or the performance of the transactions contemplated hereunder, including, without limitation, fees and expenses of professional advisers, shall be borne by the Party commissioning such costs.

5.2 Any amendment of, supplement to or termination of this Security Blockage Agreement (including any waiver of this clauses) shall be valid only if made in writing (Schriftform) unless more stringent form requirements (e.g. notarization) are required by applicable mandatory law.

5.3 No Party shall be entitled to assign any rights or claims under this Security Blockage Agreement without the prior written consent of the other Party. Nothing in this Security Blockage Agreement expressed or implied, is intended for the benefit of, and, thus, does not inure to the benefit of, any third party.

5.4 This Security Blockage Agreement shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws (Regelungen des deutschen Internationalen Privatrechts). All disputes arising out of or in connection with this Security Blockage 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 number of arbitrators shall be three (3). The place of arbitration shall be Munich, Germany. The language of the arbitral proceedings shall be English, provided that any German documents submitted to the arbitral tribunal do not need to be translated.

5.5 In the event that one or more provisions of this Security Blockage Agreement are, are deemed to be, or become, in whole or in part, void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), the validity, effectiveness and enforceability of the other provisions of this Security Blockage Agreement shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective and enforceable provision as most closely reflects the economic purpose of the original provision based on its subject-matter, scale, time, place and scope of application. The aforesaid rule shall apply mutatis mutandis to fill any gap that may be found to exist in this agreement.

5.6 Any references made in this agreement to any types of companies or equity participations, proceedings, government authorities or other bodies, rights, institutions, regulations or legal relationships (the Legal Terms) under German law shall extend to any corresponding or identical Legal Terms under foreign law, to the extent that relevant facts and circumstances must be assessed under such foreign law. If there is no functionally equivalent Legal Term under the foreign law, then the Legal Term, which most closely reflects the functionality of the Legal Term under German law, shall be referenced into the Agreement.

5.7 Where the English wording of this Agreement is followed by a German Legal Term set in parenthesis and in italics, the German legal term shall prevail.

[Signature Pages to follow]

Security Blockage Agreement

UBS Switzerland AG / Novartis BidCo AG / Novartis BidCo Germany AG

UBS Switzerland AG

27.6.2024

/s/ Nadine Egger	/s/ André Maeder
Nadine Egger	André Maeder
Director	Associate Director

[Signature page to Security Blockage Agreement]

Novartis BidCo Germany AG

27 June 2024

/s/ Jan-Hendrik Petersen

Jan-Hendrik Petersen

Sole member of the Management Board

[Signature page to Security Blockage Agreement]

Novartis BidCo AG

27 June 2024

/s/ David Quartner

David Quartner

vertretungsberchtigt auf Grundlage

von Vollmacht /

authorized signatory based on power of attorney

[Signature page to Security Blockage Agreement]

Novartis BidCo AG

27 June 2024

/s/ Tariq ElRafie

Tariq ElRafie

vertretungsberchtigt auf Grundlage

von Vollmacht /

authorized signatory based on power of attorney

EX-99.(D)(4)

Exhibit (d)(4)

Version

Project Woods

Up to EUR 500,000,000

Shareholder Loan Facility Agreement

between

Novartis BidCo AG

(as Lender)

and

MorphoSys AG

(as Borrower)

dated

June 20, 2024

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TABLE OF CONTENTS

Preamble			5
I.	Definitions and Interpretation		5
	1.	Definitions	5
	2.	Construction	6
	3.	Currency symbols and definitions	7
II.	The Facility		7
	4.	Facility	7
	5.	Purpose	7
	6.	Monitoring	7
	7.	Advances	7
	8.	Bank Account to be credited	8
III.	Repayment, Prepayment and Cancellation		8
	9.	Repayment	8
	10.	Mandatory Prepayment	8
	11.	Voluntary prepayment	9
	12.	Restrictions	9
IV.	Interest		9
	13.	Interest	9
	14.	Calculation of interest	9
	15.	Payment of interest	9
	16.	Default interest	9
V.	Interest Periods		10
	17.	Length of Interest Periods	10
	18.	Non-Business Days	10
VI.	Events of Default		10
	19.	Non-payment	10
	20.	Other obligations	10
	21.	Cross default	11
	22.	Insolvency	11
	23.	Insolvency proceedings	11
	24.	Creditors' process	12
	25.	Unlawfulness	12
	26.	Acceleration	12
VII.	Payment Mechanics		12
	27.	Payments to the Lender	12
	28.	Distributions to the Borrower	12
	29.	Partial payments	12
	30.	No set-off by the Borrower	13
	31.	Business Days	13
	32.	Set-off	13
VIII.	Notices		13
	33.	Communications in writing	13
	34.	Addresses and electronic mail address	13
	35.	Delivery	14
	36.	Electronic communication	14
	37.	English language	14

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IX.	Calculations and Certificates		15
	38.	Certificates and Determinations	15
	39.	Day count convention	15
X.	Miscellaneous		15
	40.	Costs and expenses	15
	41.	Partial invalidity and unintentional gaps	15
	42.	Remedies and waivers	15
	43.	Amendments and waivers	16
	44.	Conclusion of this Agreement	16
	45.	Governing Law	16
	46.	Jurisdiction	16
	47.	Entire Agreement	16

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SHAREHOLDER LOAN FACILITY AGREEMENT

THIS AGREEMENT is dated 20 June 2024 (this “Agreement”) and made between:

1. Novartis BidCo AG, a stock corporation incorporated under the Laws of Switzerland, with registered office at Lichtstrasse 35, 4056 Basel, Switzerland and being registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under CHE-477.907.492 as lender (the "Lender"); and

2. MorphoSys AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Munich under number HRB 121023 as borrower (the "Borrower").

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Preamble

(A) This Agreement is entered into as agreed between the Parties in the business combination agreement dated 5 February 2024 (as amended from time to time, the "Business Combination Agreement") and the side letter dated 24 May 2024 (as amended from time to time, the "Side Letter") in relation to the Business Combination Agreement, pursuant to which Novartis AG and Novartis BidCo AG assumed the obligation to provide MorphoSys AG with the financial resources required following completion of the Takeover Offer to enable the relevant Group Companies to pay any obligations of the Company arising from the implementation of the Takeover Offer.

(B) Pursuant to the terms of the Side Letter, the Parties agreed, among other things, that as soon as this Agreement is in place, the Borrower will be able to drawdown under this Agreement an amount equal to the aggregate of the sums the Borrower has so expended to pay its obligations arising from the implementation of the Takeover Offer as and when due prior to this Agreement becoming effective and, if and when the relevant amounts become due for the Borrower, the other amounts to be provided by Parent and the Bidder under the Post Closing Financing Undertaking.

Now, therefore, the Parties hereby agree as follows:

I.               Definitions and Interpretation

1.             Definitions

Capitalised terms used in this Agreement have the same meaning as in the Side Letter and the Business Combination Agreement (as applicable). In addition, in this Agreement:

"Advance" means an advance made or to be made under this Agreement or the principal amount outstanding for the time being of that advance.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Basel, Zurich, Frankfurt am Main and Munich and in relation to a date for payment in euro, a day which is a TARGET Day.

"Civil Code" means Bürgerliches Gesetzbuch (BGB).

"Event of Default" means any event or circumstance specified as such in Section VI (Events of Default).

"Facility" means the term facility made available under this Agreement as described in Section II (The Facility).

"Finance Document" means this Agreement and any other document designated as such by the Lender and the Borrower.

"First Interest Payment Date" means 30 June 2025.

"Interest Payment Date" means (i) the First Interest Payment Date, (ii) each anniversary of the First Interest Payment Date and (iii) the Termination Date. If, however, any such day is not a Business Day, the Interest Payment Date will instead be the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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"Interest Period" means, in relation to the Advances, each period determined in accordance with Section V (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Section 16 (Default interest).

"Margin" means 0.25%.

"Material Adverse Effect" means a material adverse effect on or material adverse change in:

(a) the financial condition, assets or business of the Borrower;

(b) the ability of the Borrower to perform its material obligations under any Finance Document; or

(c) the validity or enforceability of any Finance Document which is adverse to the interests of the Lender.

"Participating Member State" means any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Relevant Market" means the European interbank market.

"T2" means the real time gross settlement system operated by the Eurosystem, or any successor system.

"TARGET Day" means any day on which T2 is open for the settlement of payments in euro.

"Termination Date" means 31 December 2026.

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents.

2.              Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(ii) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(iii) a "person" includes any individual (natürliche person), legal person (juristische Person) organized under private or public law, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other association of joint ownership (Gesamthandsgemeinschaft) or other entity (whether or not having separate legal personality);

(iv) a provision of law is a reference to that provision as amended or re-enacted;

(v) a time of day is a reference to Munich time; and

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(b) Section and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default or an Event of Default is "continuing" if it has not been waived.

3.             Currency symbols and definitions

"€", "EUR" and "euro" denote the single currency of the Participating Member States.

II.               THE FACILITY

4.             Facility

Subject to the terms and conditions of this Agreement, the Lender makes available to the Borrower a term loan facility in the amount of up to EUR 500,000,000.

5.             Purpose

The Borrower shall apply all amounts borrowed by it:

(a) towards payments to the Borrower's advisors payable in connection with the acquisition of shares in the Borrower by the Lender;

(b) towards payments to holders of convertible bonds issued by the Borrower due to an accelerated redemption of such convertible bonds;

(c) towards payments to beneficiaries of long term incentives (LTI) for 2021 to 2024, in particular (but not limited to) in connection with accelerated vestings, and severance packages; or

(d) to general corporate purposes.

6.             Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

7.             Advances

(a) Subject to the terms and conditions of this Agreement, upon request of the Borrower, the Lender will make Advances available to the Borrower in EUR and in such principal amounts and for such periods as the Borrower and the Lender may agree.

(b) Each Advance requested by the Borrower shall be made in writing (pdf-copy of executed request to be sent and signed (e.g. by using DocuSign) electronically, sufficient) by a request to the Lender in substantially the form as attached in the Schedule hereto.

(c) No Advance shall be made on or after the Termination Date.

(d) The aggregate amount of outstanding Advance(s) must not, at any time exceed the amount of the Facility.

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8.            Bank Account to be credited

Each Advance shall be made available by the Lender to the Borrower, subject to Section 7 above, within five (5) Business Days following receipt of the relevant request by the Borrower by way of a bank transfer from the bank account of the Lender to the following bank account of the Borrower:

Bank:	XXXXXXXXX
IBAN:	XXXXXXXXX
SWIFT for transfer in EUR:	XXXXXXXXX
Account Holder:	MorphoSys AG

or to any other bank account which the Borrower may specify in the relevant request.

III.              Repayment, Prepayment and Cancellation

9.            Repayment

Each advance shall be repaid by the Borrower on such date or dates before the Termination Date as may be agreed between the Borrower and the Lender, and in absence of such agreement, on the Termination Date at the latest.

10.          Mandatory Prepayment

(a) Reduction in shareholding

If Novartis AG (registered with the commercial register office (Handelsregisteramt) of the Canton of Basel-City under CHE-103.867.266) ceases to hold (directly or indirectly) more than 50% of the share capital or, as applicable, voting rights in the Borrower:

(i) the Lender may notify the Borrower upon becoming aware of that event;

(ii) upon the Lender notifying the Borrower, the undrawn Facility will be immediately cancelled; and

(iii) the Borrower shall repay the Advances on the Interest Payment Date that is at least six months after the notification pursuant to Section 10(a)(ii) and the Facility shall be cancelled in the amount repaid.

(b) Illegality

If, in any applicable jurisdiction, it becomes unlawful for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain any Advance or it becomes unlawful for any affiliate of the Lender for the Lender to do so:

(i) the Lender shall promptly notify the Borrower upon becoming aware of that event;

(ii) upon the Lender notifying the Borrower, the undrawn Facility will be immediately cancelled; and

(iii) the Borrower shall repay the Advances on the next Interest Payment Date for the relevant Advance occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) and the Facility shall be cancelled in the amount repaid.

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11.          Voluntary prepayment

The Borrower may repay each Advance in whole or in part at any time.

12.           Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Section III shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any repayment or prepayment under this Agreement shall be made together with accrued interest on the amount prepaid without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

(d) No amount of the Facility cancelled under this Agreement may be subsequently reinstated.

(e) If all or part of the Advances is repaid or prepaid, an amount of the Facility (equal to the amount of the Advance which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

IV.             Interest

13.          Interest

Interest will accrue on each Advance from the date the Advance is made available to the Borrower (inclusive) until the date on which the Advance has been repaid in full (exclusive).

14.          Calculation of interest

The rate of interest on the Advance for each Interest Period is the percentage rate per annum which is the aggregate of 12-Months EURIBOR (as published on relevant Bloomberg webpage and to be determined by the Lender on the date of the relevant Advance is made) and Margin, provided that, if for any Interest Period that aggregate percentage rate is less than zero (0), that rate shall be deemed to be zero (0) for that Interest Period.

15.          Payment of interest

The Borrower shall pay accrued interest on the Advances on each Interest Payment Date.

16.           Default interest

(a) If the Borrower fails to pay any amount (other than interest) payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is the sum of 1 percentage points per annum and the rate which, subject to paragraph (c) below, would have been payable if the overdue amount had, during the period of non-payment, constituted a loan of the overdue amount for successive Interest Periods.

(b) This Section 16 shall not limit or affect the right of the Lender to demand compensation for damages exceeding the default interest payable hereunder.

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(c) If any overdue amount consists of all or part of the Advances which became due on a day prior to the Termination Date:

(i) the first Interest Period for that overdue amount shall be of a duration equal to the period to the Termination Date; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of 1 per cent per annum and the rate which would have applied if the overdue amount had not become due.

(iii) Any interest accruing under this Section 16 shall be immediately payable by the Borrower on demand by the Lender.

V.            Interest Periods

17.          Length of Interest Periods

Each Interest Period on each Advance shall start on the date the Advance is made available or (if already made) on the last day of its preceding Interest Period and end on the next Interest Payment Date.

18.          Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

VI.             Events of Default

Each of the events or circumstances set out in Section VI is an Event of Default (save for Section 26 (Acceleration).

19.          Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place to be payable, unless:

(a) its failure to pay is caused by administrative or technical error; and

(b) payment is made within 3 (three) Business Days of its due date.

20.          Other obligations

(a) The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Section 19 (Non-payment)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the earlier of (A) the Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply.

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21.          Cross default

(a) Any present or future indebtedness of the Borrower for or in respect of monies borrowed or raised is declared to be or otherwise becomes due and payable prior to its stated maturity as a result of any default (however described); or

(b) Any such indebtedness of the Borrower is not paid when due or within any applicable grace period, as the case may be; or

(c) The Borrower fails to pay when due or within any applicable grace period, as the case may be, any amount payable by it under any present or future guarantee or other assumption of liability for any monies borrowed or raised; or

(d) Any security granted by the Borrower for any such indebtedness is declared enforceable upon the occurrence of an event entitling to enforcement.

(e) No Event of Default will occur under this Section 21 if the aggregate amount of all such indebtedness falling within paragraph (a) to (d) above is less than EUR 25,000,000 (or its equivalent in any other currency or currencies) or (ii) where the Borrower contests in good faith that such payment obligation exists, is due or the requirements for the acceleration are satisfied.

22.          Insolvency

The Borrower:

(a) is unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of section 17 of the Insolvency Code (Insolvenzordnung);

(b) suspends making payments on any of its debts;

(c) by reason of actual or anticipated financial difficulties, commences negotiations with a group or all of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness;

(d) is overindebted within the meaning of section 19 of the Insolvency Code (Insolvenzordnung); or

(e) a moratorium is declared in respect of any indebtedness of the Borrower.

23.           Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;

(ii) composition, compromise, assignment or arrangement with all creditors or a group creditors of the Borrower;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets; or

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(iv) enforcement of any security over any assets of the Borrower,

or any analogous procedure or step is taken in any jurisdiction.

(b) This Section 23 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within twenty (20) Business Days of commencement.

24.           Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any material asset or material assets of the Borrower, provided that such creditors' process has or is reasonably likely to have a Material Adverse Effect and is not discharged within thirty (30) Business Days.

25.          Unlawfulness

It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

26.          Acceleration

On and at any time after the occurrence of an Event of Default the Lender may, by notice to the Borrower:

(a) cancel (kündigen) the Facility whereupon it shall immediately be cancelled; and/or

(b) declare (kündigen) that all or part of an Advance, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable.

VII.               Payment Mechanics

27.          Payments to the Lender

(a) On each date on which the Borrower is required to make a payment under a Finance Document, the Borrower shall make the same available to the Lender for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in EUR in the place of payment.

(b) Payment shall be made to such account in the principal financial center in such Participating Member State or Frankfurt am Main, as specified by the Lender, and with such bank as the Lender, in each case, may notify to the Borrower by not less than five Business Days' notice.

28.          Distributions to the Borrower

The Lender may (with the Borrower's consent or in accordance with Section 32 (Set-off)) apply any amount payable by it to the Borrower in or towards payment (on the date of receipt) of any amount due from the Borrower under the Finance Documents.

29.          Partial payments

(a) If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lender shall apply that payment towards the obligations of the Borrower under the Finance Documents in any order selected by the Lender.

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(b) Paragraph (a) above will override any appropriation made by the Borrower.

30.           No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim unless the counterclaim is undisputed or has been confirmed in a final non-appealable judgement.

31.          Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

32.           Set-off

The Lender may set off any matured obligation due from the Borrower under the Finance Documents against any satisfiable (erfüllbar) obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

VIII.                Notices

33.          Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter (pdf-copy sent and signed (e.g. by using DocuSign) electronically, sufficient).

34.          Addresses and electronic mail address

Any and all communication or document to be made or delivered under or in connection with the Finance Documents shall be made to the person at the address set forth below, or such other person or address as may be designated by the respective Party to the other Party in the same manner by not less than five Business Days' notice:

                (a)            if to the Lender:

Novartis BidCo AG

Lichtstrasse 35

4056 Basel

Switzerland

Attn.: Janet L. Raimondo, Global Head Legal Transactions, and David Quartner,

Lead Legal Counsel M&A

Email: janet.raimondo@novartis.com and david.quartner@novartis.com

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                  (b)         if to the Borrower:

MorphoSys AG

Semmelweisstrasse 7

82152 Planegg

Germany

Attn.: Bodo Marr and Stefano Cainelli

Email: bodo.marr@morphosys.com and stefano.cainelli@morphosys.com

35.          Delivery

(a) Any communication or document made or delivered by the Lender to another Party under or in connection with the Finance Documents will only be effective when it has been left at the relevant address and actual notice of the receipt of such letter could be expected under regular circumstances, if a particular department or officer is specified as part of its address details provided under Section 34 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Lender will be effective only when it has been left at the relevant address and actual notice of the receipt of such letter could be expected under regular circumstances and then only if it is expressly marked for the attention of the department or officer identified with the Lender's signature below (or any substitute department or officer as the Lender shall specify for this purpose).

(c) Any communication or document which becomes effective, in accordance with paragraphs (a) and (b) above, after 17:00 in the place of receipt shall be deemed only to become effective on the following day.

36.          Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) to an electronic mail address identified in accordance with Section 34 (Addresses).

(b) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form.

(c) Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 17:00 in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(d) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Section 36.

37.          English language

(a) Any notice given under or in connection with any Finance Document must be in English.

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(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

IX.                  Calculations and Certificates

38.          Certificates and Determinations

(a) The Lender makes the certifications or determinations of a rate or amount under any Finance Document in the exercise of their unilateral right to specify performance (einseitiges Leistungsbestimmungsrecht) which they will exercise with reasonable discretion (billiges Ermessen).

(b) The Parties agree not to dispute in any legal proceeding the correctness of the determinations and certifications of a rate or amount made by the Lender under any Finance Document unless the determinations or certifications are inaccurate on their face or fraud can be shown.

39.           Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

X.                 Miscellaneous

40.          Costs and expenses

The Borrower shall, within three Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

41.          Partial invalidity and unintentional gaps

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. Invalid provisions and unintended gaps in the Agreement shall be replaced or filled in accordance with the intent of the Parties and the purpose of this Agreement.

42.          Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No waiver or election to affirm any Finance Document on the part of the Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

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43.           Amendments and waivers

Any amendment or supplement to, or modification, waiver or termination of, any term of this Agreement, including this provision, shall only be valid if made in writing and signed by both Parties.

44.          Conclusion of this Agreement

This Agreement may be concluded by an exchange of emails (an exchange of signature pages suffices). For purposes of proof and confirmation only, each Party may request that one or several copies of this Agreement shall be originally signed by the Parties.

45.           Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Swiss law.

46.          Jurisdiction

(a) The courts of Basel have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

(b) The Parties agree that the courts of Basel are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Section 46 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

47.           Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, provided that nothing in this Agreement, express or implied, is intended to or shall be construed to supersede, modify, replace, amend, rescind, waive, expand or limit in any way the rights of the Parties under, and the terms of, the Business Combination Agreement. In the event that any provision of this Agreement is construed to conflict with a provision in the Business Combination Agreement, the Parties agree that the provision in the BCA shall be controlling.

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Schedule
Advance Notice

From:	MorphoSys AG
To:	Novartis BidCo AG
Dated:	_______________

We refer to Clause 4 (Facility) and Clause 7 (Advances) of the EUR 500,000,000 facility agreement dated [●] 2024 between Novartis BidCo AG as lender and MorphoSys AG as borrower (the "Agreement").

Defined terms used in this Advance Notice shall have the meaning ascribed to them in the Agreement, unless the context otherwise requires.

We hereby ask to borrow a Loan under the Facility on the following terms and conditions:

(1)	Proposed Advance date: ________
(2)	Amount: EUR _________

We hereby confirm that the Advance is to be applied for one of the purposes set out in Clause 5 (Purpose).

The Advance is to be paid to the bank account set out in Clause 8 (Bank Account to be credited) in the Agreement.

Yours faithfully

for and on behalf of MorphoSys AG

Hogan Lovells

For and on behalf of
MorphoSys AG
Date:	20 June 2024
	/s/ Arkadius Pichota
Name:	Arkadius Pichota
Position:	Chief Executive Officer (Vorstandvorsitzender)
Date:	20 June 2024
	/s/ Lukas Gilgen
Name:	Lukas Gilgen
Position:	Chief Financial Officer (Finanzvorstand)

Signature page to Shareholder Loan Facility Agreement

For and on behalf of
Novartis BidCo AG
Date:	20 June 2024
	/s/ David Quartner
Name:	David Quartner
Position:	As attorney
Date:	19 June 2024
	/s/ Tariq Elrafie
Name:	Tariq Elrafie
Position:	As attorney

Signature page to Shareholder Loan Facility Agreement

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Schedule TO-T

(Rule 14d-100)

MorphoSys AG

(Name of Subject Company)

Novartis AG

(Offeror – Name of Filing Person)

Table 1-Transaction Valuation

	Transaction Valuation*		Fee Rate		Amount of Filing Fee**
Fees to Be Paid	$	263,898,777		0.00014760	$	38,951
Fees Previously Paid	$	0			$	0
Total Transaction Valuation	$	263,898,777
Total Fees Due for Filing					$	38,951
Total Fees Previously Paid					$	0
Total Fee Offsets					$	0
Net Fee Due					$	38,951

* The calculation of the transaction valuation assumes the purchase of no-par value bearer shares (each, a “MorphoSys Share”), of MorphoSys AG (“MorphoSys”), including those MorphoSys Shares represented by American Depositary Shares (“MorphoSys ADSs”) at a purchase price of €68.00 per MorphoSys Share in cash, converted into a purchase price of $72.83 per MorphoSys Share using a rate of 1.0711 U.S. dollars per 1.00 Euro, the noon buying rate as of June 28, 2024 published by the Federal Reserve Bank of New York. The calculation of the transaction valuation is determined by adding the sum of (i) 3,378,614 issued MorphoSys Shares (including MorphoSys Shares held by MorphoSys in treasury and excluding MorphoSys Shares held by Novartis BidCo Germany AG) and (ii) 244,876 additional MorphoSys Shares exercisable prior to the expiry of the three (3) month period following the publication of the Offer Document, multiplied by the offer consideration of $72.83 per MorphoSys Share.

** The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act, and the Fee Rate Advisory for Fiscal Year 2024, issued August 25, 2023, by multiplying the transaction valuation by 0.00014760.