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

Persons who, at the same time to being an Employee, are members of the Company’s Management Board, or are an employee of the Company, are not eligible to participate in the RSUP 2020 (US Inc.).

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

Under the RSUP 2020 (US Inc.), up to an aggregate of 127,357 RSUs may be granted. RSUs that are forfeited pursuant to the RSUP Terms & Conditions will once again be available for future grants.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

With respect to an Annual Cycle, RSUs will vest only if the Participant still has an active employment relationship with MorphoSys US at the end of the relevant Annual Cycle.

If a Participant’s employment at MorphoSys US terminates for any reason (such that the Participant is no longer an Employee) during an Annual Cycle (such Participant a “Leaver”), such Leaver will retain the RSUs that have already vested pursuant to § 3.3 and § 4 with respect to any Annual Cycle completed before the date of the Participant’s effective termination of employment (the “Termination Date”). Any additional RSUs that were granted to such Leaver and that have not vested will not continue to vest following the Termination Date and instead, they shall be forfeited by the Participant on the Termination Date without any compensation or other consideration paid therefor. No partial vesting will take place with respect to any Annual Cycle that is in effect at the time a Termination Date occurs. Any retained RSUs that were vested as of the Participant’s Termination Date shall be paid following the Waiting Period Expiration Date, consistent with § 6, below.

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

Upon expiration of the Waiting Period, each Vested RSU shall entitle the Participant to a cash payment claim (the “Cash Payment Claim”) against the Company in the amount of the closing price (Schlusskurs) of the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in Xetra trading (or a comparable successor system) (i) in case of a Cash Settlement (as defined in § 6.2), on the Cash Settlement Date (as defined in § 6.2) or, (ii) in case of a Share Settlement (as defined in § 6.3), on the day of the resolution of the Company’s Management Board to utilize, with the consent of the Company’s Supervisory Board, the Authorized Capital

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

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

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

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

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

Neither the RSUs nor the rights of any Participant under any RSU or under the RSUP 2020 (US Inc.) are assignable or otherwise transferable except as provided in this § 7.

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

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

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

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

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

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

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

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

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

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

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

In the event of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

warrant, assure or guarantee a profit of a Participant from the RSUP 2020 (US Inc.) or any RSU granted thereunder; or

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

Each Participant declares with his/her participation in the RSUP 2020 (US Inc.) that the participation is voluntary. Each Participant is aware of the fact that he/she alone bears the risk of a decrease in or total loss of value of the RSUs or, following a Share Settlement, the Company’s Shares. Each Participant accepts the offer to participate in the RSUP 2020 (US Inc.) at his/her own risk and assumes any liability relating thereto.

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

Each Participant is responsible for obtaining legal, tax and any other necessary advice before participating in the RSUP 2020 (US Inc.) and for evaluating the tax effects connected with the RSUP 2020 (US Inc.). Each Participant accepts and declares that he has not been advised by or on behalf of the Company with respect to his participation in the RSUP 2020 (US Inc.) (in particular, regarding legal and tax issues of such participation).

All taxes (including payroll taxes), social security contributions, further duties and costs accrued by the Participant in connection with his/her participation in the RSUP 2020 (US Inc.) shall be borne by each Participant. Each Participant is obliged to pay taxes relating to the respective RSUs granted/settled under the RSUP 2020 (US Inc.), or relating to a transfer (if permitted under these RSUP Terms & Conditions) of such RSUs by the Participant to a third party, to the competent tax authorities. Each Participant shall fully indemnify the Company in respect of all such liabilities and obligations against tax authorities.

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

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

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

Any legal statements and other notices in connection with the RSUP 2020 (US Inc.) (collectively the “Notices”) or any amendment of these RSUP Terms & Conditions (including an amendment of this § 14.1) shall be made in text form or electronic form (e.g. email) unless any other specific form is required by mandatory law or these RSUP Terms & Conditions.

Any Notice to be given to a Participant may be served by being sent to him/her by email or to his/her home or business address. Each

The RSUP 2020 (US Inc.), any RSUs granted thereunder and these RSUP Terms & Conditions shall be exclusively governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws.

Any dispute, controversy or claim arising from or in connection with the RSUP 2020 (US Inc.), any RSUs granted thereunder or these RSUP Terms & Conditions or their validity shall be decided upon by the competent courts in Munich, Germany.

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

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