Declaration about Corporate Management in Accordance with Sec. 289a HGB for the 2009 Business Year

In this declaration, the Executive and Supervisory Boards of MorphoSys AG provide their report on corporate governance in the Company pursuant to section 289a of the German Commercial Code (HGB).

The MorphoSys Group regards corporate governance as the framework for the management and supervision of a company. The internal guidelines at MorphoSys are aligned with the German Corporate Governance Code, which contains internationally recognized standards for good and responsible governance. The aim of transparent and coherent management principles to strengthen the confidence of the financial markets, business partners, employees and the public in the Company is also reflected in the Code of Ethics of MorphoSys.

The Executive Board and the Supervisory Board discussed corporate governance issues several times in the financial year 2009 and jointly submitted an updated Declaration of Compliance for 2009 on December 23, 2009, pursuant to section 161 of the German Stock Corporation Act.

Declaration of Compliance with regard to the German Corporate Governance Code in the Business Year 2009‎

At the respective meetings on December 23, 2009 the Board of Management and the Supervisory Board approved the following Declaration of Compliance pursuant to sec. 161 of the German Act on Stock Corporations (AktG):

“MorphoSys AG complies and will comply with the recommendations of the German Corporate Governance Code (“Code”) – in the version of June 18, 2009 – with the following exceptions:

• The stock option program for the Board of Management does not provide a cap for unforeseen developments within the meaning of Code section 4.2.3, since the reasonableness of the amount of stock options for the Board of Management has already been considered at the time of the grant.
• The service agreement which has been concluded after introduction of Code section 4.2.3. as recommendation does not provide for a compensation cap in the meaning of Code section 4.2.3. The reason for this is that the new service agreement should be in line with the provisions of the service agreements of the other members of the Management Board which were concluded prior to the introduction of Code section 4. 2.3 as recommendation. In order to be in line with such other service agreements the duration of the new service agreement was limited to 2.5 years and, thus, will end together with the 3-year term agreements of the other Management Board members. In addition, considering the limited term of 2.5 years only it was from the beginning very likely that the compensation-cap recommended in the Code will in fact not be exceeded.
• The present D&O insurance policy at MorphoSys AG includes a deductible for the Management and Supervisory Board members the amount of which may not comply with the requirements of Code section 3.8 para 2 as amended on June 18, 2009. Since possible amendments of the D&O insurance policy require certain negotiations and since the new section 93 para. 2 sentence 3 AktG provides for a transition period regarding deductibles for D&O insurance policies for the Management, MorphoSys AG will use such transition period in order to amend the D&O insurance policies. Possible amendments of the D&O insurance policies for Supervisory Board Members will, most appropriately, be implemented together with the amendments of the D&O insurance policies of the Management.

With these exceptions, MorphoSys AG has complied with the German Corporate Governance Code in the time period since its Declaration of Compliance of December 2008.”

Martinsried/Planegg, December 23, 2009

MorphoSys AG

Amendment to the Declaration about Corporate Management in Accordance with Sec. 289a HGB for the 2009 Business Year of April 9, 2010

Board of Management

The Management Board of MorphoSys AG consists of four members and has one chairman. Rules of procedure define the different areas of responsibility and the cooperation within the Management Board. Due to internal reorganization, the responsibilities of the individual Management Board members have changed in the fourth quarter of the 2009 business year.

• Dr. Simon E. Moroney, Chief Executive Officer, is now responsible for the business segment AbD Serotec, corporate communications and investor relations, human resources, strategy and planning, business development and the coordination of the Management Board reporting to the Supervisory Board. While his former responsibilities for intellectual property and corporate legal were handed over to other Management Board members, Dr. Moroney has now assumed two new areas of responsibility, namely strategy and planning as well as business development.
• Dave Lemus, Chief Financial Officer, is presently responsible for finance, accounting and controlling, corporate development, treasury and technical operations including IT, and also resumes responsibility for the corporate legal function.
• The preclinical and clinical development of MorphoSys’s proprietary development programs continue to be under the responsibility of Dr. Arndt Schottelius, Chief Development Officer, whose responsibilities remained unchanged.
• Dr. Marlies Sproll, Chief Scientific Officer, has taken on the area of intellectual property with the reallocation of responsibilities and is now in charge of antibody discovery and predevelopment, technology development, protein sciences, alliance management and intellectual property.

The Management Board members have no additional mandates concerning the supervisory boards of other publicly listed companies. However, Dr. Moroney acts as member of the Supervisory Board of ProtAffin AG, Graz, Austria. Mr. Lemus is presently a member of the Supervisory Board of the Munich International School and of Proteros Biostructures GmbH, and is a Non-Executive Director of Axela Inc., Inc., Toronto, Canada. Dr. Sproll served as a member of the Board of BIO Deutschland e.V. until September 2009. All positions were approved by the Supervisory Board.

Supervisory Board

The Supervisory Board of MorphoSys AG consists of six members who oversee and advise the Board of Management. The current Supervisory Board consists of professionally qualified members, representing MorphoSys AG’s shareholders. The Chairman of the Supervisory Board, Dr. Gerald Möller, coordinates the work of the Supervisory Board, chairs its meetings and represents the Board’s concerns externally. All members of the Supervisory Board are independent and have many years of experience in the biotechnology and pharmaceutical industry. They are duly elected by the shareholders at the Annual General Meeting. The Chairman of the Supervisory Board is not a former member of the Management Board of MorphoSys AG.

Pursuant to its rules of procedure and to fulfill its duties, the Supervisory Board mandated three committees in 2009: the Audit Committee, the Remuneration & Nomination Committee and the Science & Technology Committee. These three committees of the Supervisory Board consist of professionally qualified members.

Audit Committee

The central task of the Audit Committee is to assist the Supervisory Board in fulfilling its oversight responsibilities as they relate to the integrity of the consolidated financial statements, the Group’s compliance with legal and regulatory requirements, the external auditor’s qualifications and performance, and the internal audit function. The Audit Committee is also responsible for the appointment of the auditor. The members of the Audit Committee are Dr. Geoffrey N. Vernon (Chairman) and Dr. Daniel Camus, who are both financial experts.

Remuneration & Nomination Committee

The Remuneration & Nomination Committee prepares and reviews the compensation system of the Management Board for their final approval, which is subject to an annual review. Additionally, the committee oversees the search for appropriate candidates for appointment as Management Board members and makes corresponding proposals to the Supervisory Board. The Committee approves contracts with Management Board members, particularly with regard to their remuneration. Members of the Remuneration & Nomination Committee are Dr. Gerald Möller (Chairman), Dr. Metin Colpan and Prof. Jürgen Drews.

Science & Technology Committee

The Science & Technology Committee advises the Supervisory Board in the area of proprietary drug and technology development and prepares the respective resolutions of the Supervisory Board. The members of the Science & Technology Committee are Dr. Walter A. Blättler (Chairman) and Prof. Jürgen Drews.