SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

MorphoSys AG

(Name of Subject Company)

MorphoSys AG

(Name of Persons Filing Statement)

Ordinary Shares, no par value

(Title of Class of Securities)

617760202

(CUSIP Number of Class of Securities)

Charlotte Lohmann

Member of the Executive Committee, Senior Vice President and General Counsel

Semmelweisstrasse 7

82152 Planegg

Germany

+49 89-89927-0

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Graham Robinson

Faiz Ahmad

Jan Bauer

Skadden, Arps, Slate, Meagher & Flom LLP

500 Boylston Street, 23rd Floor

Boston, Massachusetts 02116

(617) 573-4800

☒	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned voluntary public cash takeover offer (the “Takeover Offer”) by Novartis data42 AG (the “Bidder”), a wholly owned subsidiary of Novartis AG, for all of the outstanding no-par value bearer shares of MorphoSys AG (the “Company”), to be commenced pursuant to the Business Combination Agreement, dated February 5, 2024, among the Company, Novartis AG and the Bidder.

This Schedule 14D-9 filing consists of the following documents relating to the proposed Takeover Offer:

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Exhibit 99.1: MorphoSys Employee FAQ

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Exhibit 99.2: Email to MorphoSys Senior Leadership

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Exhibit 99.3: Employee One Pager

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Exhibit 99.4: Intranet Microsite

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Exhibit 99.5: Partner Letter

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Exhibit 99.6: Investor & Analyst Conference Call Presentation

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Exhibit 99.7 Social Media Post on LinkedIn and X

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Exhibit 99.8 MorphoSys.com Investors Webpage

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Exhibit 99.9 Letter from Novartis to MorphoSys Employees

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Exhibit 99.10 Investor & Analyst Conference Call Transcript

Notice to Investors and Security Holders

The takeover offer described in this communication (the “Takeover Offer”) has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of MorphoSys AG (the “Company”). The final terms and further provisions regarding the Takeover Offer will be in the offer document once the publication of the offer document by Novartis data42 AG (the “Bidder”) has been approved by the German Federal Financial Supervisory Authority (the “BaFin”), after which the offer document will be filed with the U.S. Securities and Exchange Commission (the “SEC”). A solicitation and an offer to buy shares of the Company will be made only pursuant the offer document. In connection with the Takeover Offer, the Bidder and Novartis AG will file a Tender Offer Statement on Schedule TO with the SEC (together with the offer document, an Offer to Purchase including the means to tender and other related documents, the “Takeover Offer Documents”), the Company’s management board and supervisory board will issue a joint reasoned statement in accordance with sec. 27 of the German Securities Acquisition and Takeover Act and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC (together with the joint reasoned statement, the “Recommendation Statements”). THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TAKEOVER OFFER DOCUMENTS AND THE RECOMMENDATION STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TAKEOVER OFFER. The Takeover Offer Documents and the Recommendation Statements will be distributed to all stockholders of the Company in accordance with German and U.S. securities laws. The Tender Offer Statement on Schedule TO and the Solicitation/Recommendation Statement on Schedule 14D-9 will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting the Bidder or the Company. Free copies of these materials and certain other offering documents will be made available on the Company’s website in English at morphosys.com/en/investors/Novartis-TakeoverOffer and in German at morphosys.com/de/investoren/Novartis-TakeoverOffer, by mail to MorphoSys AG, Semmelweisstrasse 7, 82152 Planegg, Germany or by phone at +49 89 8992 7179.

In addition to the Offer to Purchase, including the means to tender and certain other Takeover Offer Documents, as well as the Solicitation/Recommendation Statement, the Company files other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov and are also available free of charge under the “SEC Filings” section of the Company’s website at www.morphosys.com/en/investors.

In order to reconcile certain areas where German law and U.S. law conflict, Novartis AG and the Bidder expect to request no-action and exemptive relief from the SEC to conduct the Takeover Offer in the manner described in the offer document.

Acceptance of the Takeover Offer by stockholders residing outside Germany and the United States of America may be subject to further legal requirements. With respect to the acceptance of the Takeover Offer outside Germany and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.

Forward Looking Statements

This communication contains certain forward-looking statements concerning the Company, the Bidder and the Takeover Offer that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. In this communication, the Company’s forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the Takeover Offer; statements about the expected timetable for the consummation of the Takeover Offer; the Company’s plans, objectives, expectations and intentions; and the financial condition, results of operations and business of the Company and Novartis AG.

The forward-looking statements contained in this communication represent the judgment of the Company as of the date of this communication and involve known and unknown risks and uncertainties, which might cause the actual results, financial condition and liquidity, performance or achievements of the Company, or industry results, to be materially different from any historic or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements. In addition, even if the Company’s results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the Takeover Offer; uncertainties as to how many of the Company’s stockholders will tender their stock in the Takeover Offer; the possibility that competing offers will be made; the possibility that various conditions for the Takeover Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Takeover Offer; the effects of the Takeover Offer on relationships with employees, other business partners or governmental entities; that the Bidder and Novartis AG may not realize the potential benefits of the Takeover Offer; transaction costs associated with the Takeover Offer; that the Company’s expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; the Company’s reliance on collaborations with third parties; estimating the commercial potential of the Company’s development programs; and other risks indicated in the risk factors included in the Company’s filings with the SEC, including the Company’s Annual Report on Form 20-F, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company and the Tender Offer Statement on Schedule TO and related Takeover Offer Documents to be filed by the Bidder and Novartis AG. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this communication. The Company and the Bidder expressly disclaim any obligation to update any such forward-looking statements in this communication to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.

Exhibit 99.1

This FAQ was supplied to MorphoSys senior leadership:

MorphoSys Employee FAQ

Project Woods

Last Updated: 5.2.24

Novartis Acquisition Questions:

1.	What implications will the proposed acquisition by Novartis have for me as an employee and our day-to-day business?

Novartis’ motivation for acquiring MorphoSys starts with our highly-skilled team and clinical programs. As a result, we expect a thoughtful integration following the anticipated closing of the transaction.

Until the transaction closes, we will continue to operate as a separate, independent company. Currently, it is business as usual and there are no changes to reporting structures or day-to-day responsibilities. We will keep everyone updated as the specific plans for the integration come together.

2.	What are the next steps in the acquisition process? When will this process be completed?

As a next step, Novartis will submit the offer document to the BaFin, Germany’s Federal Financial Supervisory Authority. After its approval, the offer document will be published, and the acceptance period will begin. During the acceptance period, our shareholders must decide whether they want to accept the offer and tender their shares. The offer requires a minimum acceptance threshold of 65% to be successful. We are confident we will achieve this given the attractive offer price and strategic rationale.

We currently expect the closing to take place in the first half of 2024.

3.	What will happen to my compensation, STI, LTI and benefits during the acquisition process?

Currently, there are no changes to reporting structures, compensation, STI, LTI or benefits. We will keep everyone updated as the specific plans for the integration come together.

4.	When will I know if I will be retained or let go? What will my severance package be if I’m let go?

As we’ve shared, Novartis values our team. At this point, it is too early to talk specifically about the details of the integration planning process. We will keep everyone updated as the specific plans for the integration come together.

5.	In the agreement with Novartis, it states that Novartis will maintain MorphoSys’ site in Planegg following the closing, but not in Boston. Does that mean anyone who works in the U.S. and/or out of our Boston office will be let go?

No. This does not mean that if you work in the U.S. you will be let go. At this point, it is too early to talk specifically about the details of the integration planning process. We will keep everyone updated as the specific plans for the integration come together.

6.	Is it already confirmed that Novartis will close our Boston Office? If so, when do they plan to do this?

Until the transaction closes, we will continue to operate as a separate, independent company. At this point, our Boston office will remain open during the acquisition process. It is too early to talk specifically about the details of the integration planning process. We will keep everyone updated as the specific plans for the integration come together.

7.	Will MorphoSys’ Executive Committee have roles within Novartis?

At this point, it is too early to talk specifically about the details of the integration planning process. We will keep everyone updated as the specific plans for the integration come together.

8.	Can the proposed acquisition not go through?

We, along with Novartis, are fully committed to making the proposed acquisition a reality. The offer is subject to customary closing conditions, in particular a minimum acceptance threshold of 65% of MorphoSys’ share capital and regulatory clearances. Given the attractive offer price and strategic rationale for why this decision was made, we remain confident that the deal will close.

9.	Will I be able to tender my MorphoSys shares as employee who owns shares? If so, when can I do this?

Yes. Employees who own MorphoSys shares can, like every other shareholder, decide whether they want to accept the offer and tender their shares into the offer during the acceptance period.

10.

I’m in the middle of implementing X, can I continue?

Until the transaction closes, we will continue to operate as a separate, independent company. But there are business decisions we will take to Novartis for their consideration prior to proceeding. Please check with your function’s Leadership team member and Executive Committee member before entering any binding financial commitments.

11.

What do I do if I am contacted by a Novartis employee either directly or through my personal network?

Please keep in mind that, until the transaction closes, we continue to operate as a separate, independent company. Please focus on continuing business as usual, which does not require you to engage with Novartis. If someone from Novartis reaches out to you or you have any questions, please contact your function leader before responding.

12.

Should I actively contact Novartis to make them aware of my skills?

13.

What other restrictions are there during the acquisition process?

MorphoSys has agreed to adhere to certain restrictions on its operations, which will be supervised by the Executive Committee. You should not communicate or respond to questions about the deal without first discussing with your function leader. If you have any questions, please contact your function leader.

Sale of Tafasitamab to Incyte Questions:

14.

Why did you sell tafasitamab to Incyte? Is this a separate transaction from the Novartis acquisition? Why wasn’t this program a part of the proposed transaction with Novartis?

Yes, the agreement with Incyte for the sale and transfer of all tafasitamab rights is separate from the proposed transaction with Novartis.

Given the proposed acquisition by Novartis and our long-standing partnership with Incyte, we feel this is the best home for tafasitamab. At this time, Incyte is well positioned to drive the therapy’s future growth opportunities forward successfully and more efficiently on its own.

15.

What are the next steps in the selling process? When will this process begin? When will it be completed?

The agreement we entered into with Incyte became final upon signing. Under the terms of the agreement, both companies aligned on a plan as to when services, knowledge, inventory, licenses and other assets would be transferred to Incyte.

MorphoSys and Incyte will start the transition process immediately and plan to complete this as soon possible. If you work on the tafasitamab business or commercial programs, you will receive further information from your function leader.

16.

What happens to my job since I only support tafasitamab? What will I do after the transition process for the sale is complete, but the acquisition process is still underway? Will I have work to do? Or will I be let go?

The agreement with Incyte does not include the transfer of employees. MorphoSys employees that support the Monjuvi commercial business and tafasitamab clinical programs are asked to support the transition process. We will keep everyone updated on next steps.

17.

I have a counterpart at Incyte that I speak with every day. Are there any parameters as to the nature of my discussions with them?

You are allowed to talk to your counterpart about the sale to Incyte as long as you do not reveal information that you normally would not share (due to confidentiality). If you are uncertain about certain topics, please contact your function leader.

18.

What other restrictions are there during the sale process?

MorphoSys and Incyte will start the transition process immediately and plan to complete this as soon as possible. If you work on the tafasitamab business or commercial programs, you will be contacted by your function leader for how you can support the transition process.

General Questions:

19.

What should I do if I am contacted by the media or other third parties about these transactions?

If you receive any inquiries outside of your day-to-day business partners – including media, investors and financial analysts – please direct them to Thomas Biegi, Julia Neugebauer and Eamonn Nolan.

20.

How will this impact ongoing clinical trials? Will this cause clinical program timeline delays (e.g., pelabresib approval in first-line myelofibrosis, tafasitamab Phase 3 readouts, etc.)?

All active clinical trials remain ongoing. MorphoSys, Novartis and Incyte are committed to maintaining business continuity to ensure all timelines and milestones are reached and executed seamlessly.

21.

What do we tell our clinical investigators, patient advocates and business partners?

Your function’s respective Executive Committee members and Leadership Team members were supplied with an email and key messages that you can use to update your current partners and customers on this news. Please work and talk with your function’s leadership on how and when to distribute communications to partners.

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Additional Information and Where to Find It

Forward Looking Statements

Exhibit 99.2

Email to MorphoSys Senior Leadership

This email was sent to MorphoSys senior leadership. Exhibits 99.1 and 99.5 to this Schedule 14D-C were included as attachments to this email.

Dear Senior Leaders,

In a follow up to the note from Jean-Paul, here is an overview of how we will continue to inform and address questions from our key stakeholders on today’s announcement:

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Employees: We will host a global town hall on Tuesday at 3:00 pm CET / 9:00 am ET. We will also publish a page on our intranet to provide background information on the transactions’ processes and address questions. The internal-only FAQ available on this page is attached, which will continue to be updated over time.

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External Partners: Attached is an email that can be sent to key partners, including, physicians, patient advocates and business partners. Based on the partner, employees can remove certain sections of the email. But, employees should not adjust the approved language in the email. It is your responsibility to organize the dissemination of this email among your respective teams and cross-functional partners to ensure accurate and seamless execution. Attached is an email that can be sent to your teams, which outlines communications and compliance guidelines and provides messages to reactively address questions from partners.

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Investors and Financial Analysts: We will host an investor and analyst call tomorrow on February 6, 2024 at 2:00 pm CET / 8:00 am ET.

Additionally, we ask you that you follow MorphoSys’ communications and compliance guidelines:

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Do not comment on rumors or speculations.

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Do not deviate from approved messaging.

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If you receive an inquiry from media, investors or financial analysts, document it accurately and forward it to Thomas Biegi, Julia Neugebauer and Eamonn Nolan from the Corporate Communications and Investor Relations teams.

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If you receive an inquiry related to new business development activities or potential collaborations, forward it to Barbara Krebs-Pohl and Sam White from the Business Development and Licensing team. Additionally, please continue to not respond to any requests from third parties or reach out proactively to potential collaboration partners without agreement from the Business Development and Licensing team and your respective Executive Committee member.

We will continue to keep you updated.

Best,

Thomas

Additional Information and Where to Find It

supervisory board will issue a joint reasoned statement in accordance with sec. 27 of the German Securities Acquisition and Takeover Act and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC (together with the joint reasoned statement, the “Recommendation Statements”). THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TAKEOVER OFFER DOCUMENTS AND THE RECOMMENDATION STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TAKEOVER OFFER. The Takeover Offer Documents and the Recommendation Statements will be distributed to all stockholders of the Company in accordance with German and U.S. securities laws. The Tender Offer Statement on Schedule TO and the Solicitation/Recommendation Statement on Schedule 14D-9 will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting the Bidder or the Company. Free copies of these materials and certain other offering documents will be made available on the Company’s website in English at morphosys.com/en/investors/Novartis-TakeoverOffer and in German at morphosys.com/de/investoren/Novartis-TakeoverOffer, by mail to MorphoSys AG, Semmelweisstrasse 7, 82152 Planegg, Germany or by phone at +49 89 8992 7179.

Forward Looking Statements

many of the Company’s stockholders will tender their stock in the Takeover Offer; the possibility that competing offers will be made; the possibility that various conditions for the Takeover Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Takeover Offer; the effects of the Takeover Offer on relationships with employees, other business partners or governmental entities; that the Bidder and Novartis AG may not realize the potential benefits of the Takeover Offer; transaction costs associated with the Takeover Offer; that the Company’s expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; the Company’s reliance on collaborations with third parties; estimating the commercial potential of the Company’s development programs; and other risks indicated in the risk factors included in the Company’s filings with the SEC, including the Company’s Annual Report on Form 20-F, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company and the Tender Offer Statement on Schedule TO and related Takeover Offer Documents to be filed by the Bidder and Novartis AG. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this communication. The Company and the Bidder expressly disclaim any obligation to update any such forward-looking statements in this communication to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.

Exhibit 99.4

Intranet Microsite

This page is hosted on MorphoSys’ internal intranet, accessible only to MorphoSys employees. This page is available in both English and German.

Article Title: MorphoSys Enters Agreements to be Acquired by Novartis and Sell Tafasitamab to Incyte

Copy:

On February 5, 2024 MorphoSys announced that the company entered into agreements to be acquired by Novartis and for the sale and transfer of all tafasitamab rights to Incyte.[The word “announced” contains a hyperlink to the press release at https://www.morphosys.com/en/news/morphosys-enters-business-combination-agreement-be-acquired-novartis-eu-27-billion-equity.]

As we move forward, we want to ensure you are well-informed of all developments. This page will provide you with updates on the transition and integration processes and answers to your questions. If your question is not addressed on this page, please reach out to your manager or contact your HR Business Partner.

Acquisition of MorphoSys by Novartis:

As part of MorphoSys’ agreement with Novartis, Novartis seeks to obtain exclusive, worldwide rights to develop and commercialize pelabresib and tulmimetostat across all indications. Novartis is one of MorphoSys’ long-standing partners. MorphoSys has been collaborating with the company on various clinical programs for nearly two decades. Like MorphoSys, Novartis is science-rooted and patient-focused, sharing our commitment in developing and delivering transformative medicines that address the significant needs of cancer patients.

“I am confident that Novartis has the right resources, expertise and footprint to drive our important work forward,” said, Jean-Paul Kress. “Most importantly, I want to emphasize that Novartis’ motivation for acquiring MorphoSys starts with our exceptional team and our track record of operational excellence.”

Today’s announcement is only the first step in a process that will last several months. Provided below is a step-by-step overview of the acquisition process. MorphoSys currently expects the closing to take place in the first half of 2024. Until the transaction closes, MorphoSys will continue to operate as a separate, independent company.

Sale of Tafasitamab to Incyte:

Separately, MorphoSys also entered into an agreement to sell and transfer all rights worldwide related to tafasitamab to Incyte.

Jean-Paul added, “Given the proposed acquisition by Novartis and our long-standing partnership with Incyte, we feel this is the best home for tafasitamab. At this time, Incyte is well positioned to drive the therapy’s future growth opportunities forward successfully and more efficiently on its own.”

MorphoSys will start the transition process of tafasitamab to Incyte immediately and plans to complete this as soon as possible.

Overview of Acquisition Process:

[Exhibit 99.3 to this Schedule 14D-9C is displayed here.]

News & External Materials for Use:

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Press Release: MorphoSys Enters into Business Combination Agreement to be Acquired by Novartis for €2.7 Billion Equity Value

About Novartis

Novartis is a global healthcare company based in Switzerland that specializes in innovative prescriptive medicines for major disease areas such as cancer, heart disease, rare genetic disorders, and more. They have over 70,000 employees worldwide and invest about USD 10 billion into R&D per year. In Germany, Novartis is one of the leading pharmaceutical companies with around 2,600 employees across seven locations.

Novartis has a proven track record of successful collaborations. In 2004, MorphoSys entered a collaboration with Novartis, which resulted in multiple active therapeutic antibody programs across various diseases. In 2007, MorphoSys forged a comprehensive strategic alliance with Novartis, which covers the use of MorphoSys’ proprietary HuCAL technology to generate numerous therapeutic antibody therapies. Among them was ianalumab, a fully human monoclonal antibody that is being developed by Novartis in several indications. Ianalumab is one of the most advanced and promising opportunities stemming from MorphoSys’ legacy antibody business.

Additional Information and Where to Find It

Forward Looking Statements

Exhibit 99.5

Partner Letter

This email was supplied to MorphoSys employees to share with external partners. Both English and German versions of this email were provided.

Subject: MorphoSys Update

Dear [INSERT NAME],

I am reaching out to share news about MorphoSys.

Today, we announced that we entered into agreements to be acquired by Novartis and for the transfer of all rights related to tafasitamab to Incyte. [The word “announced” contains a hyperlink to the press release at https://www.morphosys.com/en/news/morphosys-enters-business-combination-agreement-be-acquired-novartis-eu-27-billion-equity.] We believe this is the right next step for MorphoSys, allowing our pipeline to advance at a greater speed and scale – helping cancer patients benefit worldwide.

Acquisition of MorphoSys by Novartis

Novartis is one of our long-standing partners. We have been collaborating with the company on various clinical programs for nearly two decades. Like us, Novartis is science-rooted and patient-focused, sharing our commitment in developing and delivering transformative medicines that address the significant needs of cancer patients. We are confident that Novartis has the right resources, expertise and footprint to drive our important work forward. As part of the Business Combination Agreement with Novartis, Novartis seeks to obtain exclusive, worldwide rights to develop and commercialize pelabresib and tulmimetostat across all indications.

Sale of Tafasitamab to Incyte

Separately, we also entered into an agreement to sell and transfer all rights worldwide related to tafasitamab to Incyte. Given the proposed acquisition by Novartis and our long-standing partnership with Incyte, we feel this is the best home for tafasitamab. At this time, Incyte is well positioned to drive this work forward successfully and more efficiently on its own.

We will start the transition process immediately and plan to complete this as soon as possible. We will contact you under a separate cover regarding next steps, as appropriate.

Our Next Steps in the Acquisition Process:

Today’s announcement of MorphoSys’ acquisition by No is only the first step in a process that will last several months. We currently expect the closing to take place in the first half of 2024.

Until the transaction closes, MorphoSys will continue to operate as a separate, independent company. As such, right now, it is business as usual and your relationship with MorphoSys will remain unchanged.

Throughout the transition process, MorphoSys and Novartis are fully committed to maintaining business continuity to help ensure all projects, timelines and milestones are reached and executed seamlessly. We will continue to keep you updated as specific plans for the integration process come together.

Thank you for your understanding, continued partnership and support.

Sincerely,

NAME

Additional Information and Where to Find It

Forward Looking Statements

Exhibit 99.7

Social Media Post on LinkedIn and X

MorphoSys AG

MorphoSys posted to its LinkedIn and X accounts the following:

We entered into agreements to be acquired by Novartis and to sell all rights worldwide of our CD19- directed immunotherapy to Incyte. Tune into our webcast on February 6, at 2:00 PM CET / 8:00 AM EST and read our press release for more information, including important details for shareholders: https://bit.ly/491h7ZK

The post also contained an animated slideshow containing a photo of and the bulleted quotes below from MorphoSys AG CEO Jean-Paul Kress, M.D.:

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“These agreements with Novartis and Incyte are in the best interest of MorphoSys, our shareholders and cancer patients.”

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“Novartis will provide ample resources currently unavailable to MorphoSys as a standalone biotech company to help accelerate and maximize our investigational BET inhibitor’s potential on a global scale.”

•

“We are also pleased that our long-standing partner Incyte will assume full responsibility for of our CD19-directed immunotherapy. At this time, Incyte is best positioned to drive this program forward on its own.”

The post has been liked by MorphoSys employees and executive team members.

Additional Information and Where to Find it

Forward Looking Statements

Exhibit 99.8

MorphoSys.com Investors Webpage

Global English URL: morphosys.com/en/investors/Novartis-TakeoverOffer

Global German URL: morphosys.com/de/investoren/Novartis-TakeoverOffer

Title: MorphoSys Enters into Business Combination Agreement to be Acquired by Novartis for € 2.7 Billion Equity Value and into Purchase Agreement with Incyte for the Sale of Tafasitamab

Public Takeover Offer from Novartis:

On February 5, 2024, MorphoSys entered into a Business Combination Agreement with Novartis data42 AG and Novartis AG (hereinafter collectively referred to as “Novartis”) based on Novartis’ intention to submit a voluntary public takeover offer for all outstanding MorphoSys non-par value bearer shares.

Novartis intends to offer MorphoSys’ shareholders € 68 per share in cash, for a total equity value of € 2.7 Billion. This corresponds to a premium of 94% and 142% on the volume-weighted average price during the last month and three months, as of the unaffected January 25, 2024, close, respectively – the day before first rumors on a potential takeover surfaced.

Subject to a careful review of Novartis’ offer document, MorphoSys’ Management Board and Supervisory Board intend to recommend to shareholders the acceptance of the offer in their joint reasoned statement.

The offer document as well as further information on the public takeover will be published on Novartis’ website. Available here: www.novartis.com/investors/morphosys-acquisition

Sale of Tafasitamab to Incyte:

Separately, MorphoSys entered into a Purchase Agreement to sell and transfer all rights worldwide related to tafasitamab to Incyte. Since 2020, MorphoSys has partnered with Incyte on the development and commercialization of tafasitamab.

News & Event Presentations

•

5/2/2024 Ad-Hoc: MorphoSys AG Enters into Business Combination Agreement to be Acquired by Novartis for € 2.7 Billion Equity Value and into Purchase Agreement with Incyte for the Sale of Tafasitamab

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5/2/2024 Press Release: MorphoSys Enters into Business Combination Agreement to be Acquired by Novartis for € 2.7 Billion Equity Value

•

5/2/2024 Investor & Analyst Presentation

LOGO

Jean-Paul Kress, M.D.,

CEO, MorphoSys

“These agreements with Novartis and Incyte are in the best interest of MorphoSys, our shareholders and cancer patients. The proposed acquisition by Novartis provides our shareholders with an opportunity to realize significant value upfront and with certainty. Additionally, Novartis will provide ample resources currently unavailable to MorphoSys as a standalone biotech company to help accelerate and maximize pelabresib’s potential on a global scale, the investigational therapy at the forefront of our promising oncology pipeline.”

Additional Information and Where to Find It

Forward Looking Statements

contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the Takeover Offer; uncertainties as to how many of the Company’s stockholders will tender their stock in the Takeover Offer; the possibility that competing offers will be made; the possibility that various conditions for the Takeover Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Takeover Offer; the effects of the Takeover Offer on relationships with employees, other business partners or governmental entities; that the Bidder and Novartis AG may not realize the potential benefits of the Takeover Offer; transaction costs associated with the Takeover Offer; that the Company’s expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; the Company’s reliance on collaborations with third parties; estimating the commercial potential of the Company’s development programs; and other risks indicated in the risk factors included in the Company’s filings with the SEC, including the Company’s Annual Report on Form 20-F, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company and the Tender Offer Statement on Schedule TO and related Takeover Offer Documents to be filed by the Bidder and Novartis AG. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this communication. The Company and the Bidder expressly disclaim any obligation to update any such forward-looking statements in this communication to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.

Exhibit 99.9

Letter from Novartis to MorphoSys Employees

This email was sent by Jean-Paul Kress (MorphoSys’ CEO) to all MorphoSys employees.

Dear Colleagues,

It was great connecting with you earlier during our global Town Hall. Below is a message from Novartis’ Leadership to all of you.

Best,

Jean-Paul

+++++++++++++++++++++++++++++

Dear MorphoSys team,

Following yesterday’s announcement, we are reaching out to express our excitement to build on our long-standing development partnership.

You have built a world-class company whose purpose is rooted in aspiring to redefine how cancer is treated. At Novartis, our mission is to reimagine medicine to improve and extend people’s lives. We firmly believe that our companies strategically and culturally are aligned. We are especially excited by MorphoSys’ progress, hard work and dedication in advancing its early and late-stage oncology pipeline, including pelabresib, a potential next-generation treatment for myelofibrosis.

We appreciate your patience and understanding as we work to finalize the transaction. We want to assure you that we recognize the importance of clear, timely and open communication and emphasize that our priority is to minimize disruption and to ensure successful business continuity. At the same time, until formal completion of the transaction, we know we must continue to operate as separate and independent companies.

After the closing, we look forward to learning from you, supporting you and working together on our joint purpose to improve people’s lives and reach more patients.

We express our sincere gratitude for all your commitment and resilience in the meantime.

Best regards,


Shreeram Aradhye, M.D.	Patrick Horber, M.D.	Victor Bulto
President, Development	President, International	President, US
and Chief Medical Officer

On behalf of Executive Committee of Novartis

###

Forward Looking Statements

This communication contains statements of historical fact or “forward looking statements”, including with respect to the proposed acquisition of MorphoSys by 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 Novartis AG and MorphoSys to complete the transactions contemplated by the business combination agreement (including the parties’ ability to satisfy the conditions to the consummation

of the offer contemplated thereby and the other conditions set forth in the business combination agreement), the expected timetable for completing the transaction, the benefits sought to be achieved in the proposed transaction, the potential effects of the proposed transaction on 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. You should not place undue reliance on these statements. Such forward-looking statements are based on our 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 that the closing conditions for the proposed transaction will not be satisfied, including the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; uncertainty as to the percentage of MorphoSys’ shareholders that will support the proposed transaction and tender their shares in the offer; the risk of shareholder litigation relating to the proposed transaction, including resulting expense or delay; the possibility that the proposed transaction will not be completed in the expected timeframe or at all, potential adverse effects to the businesses of Novartis AG or MorphoSys during the pendency of the proposed transaction, such as employee departures or distraction of management from business operations, the potential that the expected benefits and opportunities of the proposed transaction, if completed, may not be realized or may take longer to realize than expected, risks related to the integration of the MorphoSys into Novartis AG subsequent to the closing of the proposed transaction 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 U.S. Securities and Exchange Commission (the “SEC”).

Novartis AG is providing the information in this communication as of this date and does not undertake any obligation to update any forward-looking statements contained in this communication as a result of new information, future events or otherwise.

Important Information about the Tender Offer

This communication is neither an offer to sell or purchase nor a solicitation of an offer to sell or purchase MorphoSys shares. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase shares of Novartis data42 AG. The final terms and further provisions regarding the takeover offer (also referred to a tender offer) will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicat or “BaFin”). Novartis data42 AG reserves the right to deviate from the basic terms presented herein in the final terms and provisions. Investors and holders of MorphoSys shares are strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made, directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

The tender offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The terms and conditions of the tender offer will be published in, and the offer to purchase ordinary shares of MorphoSys will be made only pursuant to, the offer document and related offer materials prepared by Novartis AG and Novartis data42 AG and as approved by BaFin. Once the necessary permission from BaFin has been obtained, the offer document and related offer materials will be published in Germany and also filed with the SEC on Schedule TO at the time the tender offer is commenced. MorphoSys intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer and to publish a recommendation statement pursuant to Sec. 27 of the German Securities Acquisition and Takeover Act.

In order to reconcile certain areas where German law and U.S. law conflict, Novartis AG and Novartis data42 AG expect to request no-action and exemptive relief from the SEC to conduct the tender in the manner described in the offer document.

Novartis AG and its affiliates or brokers (acting as agents of Novartis data42 AG or its affiliates, if any) may, to the extent permitted by applicable laws or regulations, directly or indirectly, acquire shares in MorphoSys or enter into agreements to acquire shares outside of the tender offer before, during or after the term of the tender offer. This also applies to other securities convertible into, exchangeable for or exercisable for shares of MorphoSys. These purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms. If such purchases or agreements to purchase are made, they will be made outside the United States and will comply with applicable law, including, to the extent applicable, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (including pursuant to any requested no-action and exemptive relief from the SEC).

All information regarding such purchases will be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction. In addition, the financial advisors of Novartis AG may also act in the ordinary course of trading in securities of MorphoSys, which may include purchases or agreements to purchase such securities.

INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT, INCLUDING AN OFFER TO PURCHASE, MEANS TO TENDER AND RELATED TENDER OFFER DOCUMENTS) THAT WILL BE FILED BY NOVARTIS AG AND NOVARTIS DATA42 AG WITH THE SEC AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY MORPHOSYS WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Once filed, these documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, means to tender and certain other related tender offer documents (once they become available) may also be obtained for free on Novartis AG’s website at www.novartis.com/investors/morphosys-acquisition. A copy of the solicitation/recommendation statement will be made available by MorphoSys at morphosys.com/en/investors/Novartis-TakeoverOffer or by contacting MorphoSys’ investor relations department at +49 89 89927 179. These materials may also be obtained through the information agent for the tender offer, which will be named in the tender offer materials.

Exhibit 99.10

LOGO

MorphoSys

Novartis and Incyte Agreements

6^th February, 2024 | 14:00 AM CET

Transcript

Speakers:

Julia Neugebauer

Jean-Paul Kress

Lucinda Crabtree

Charlotte Lohmann


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Julia Neugebauer

Ladies and gentlemen, good afternoon or good morning. My name is Julia Neugebauer, head of investor relations at MorphoSys, and it is my pleasure to welcome you to our conference call today. We will discuss yesterday’s announcement of the public take-over by Novartis and the sale and transfer of all tafasitamab rights to Incyte. With me on the call today are Jean-Paul Kress, our chief executive officer, Lucy Crabtree, our chief financial officer. And Charlotte Lohmann, our chief legal and human resources officer, will join for the Q&A. Jean-Paul will begin with an overview on the benefits and strategic rationale of the agreements with Novartis and Incyte. After that, Lucy will provide more details on Novartis’s proposed public take-over offer and the process. Following our prepared remarks, we will open the call for your questions.

Before we begin, I’d like to remind you, on slide three, that some of our statements made during the call today are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties. It is important to keep in mind that our statements on this webcast represent our judgement as of today. Additional information regarding the transaction will be filed with the United States Securities and Exchange Commission over the coming weeks, and we encourage investors to review this information when it becomes available. With that, I’ll now hand the call over to Jean-Paul.

Jean-Paul Kress

Thank you, Julia. Good morning and good afternoon everyone. I am very pleased to be here with you today to discuss this opportunity for our company. At MorphoSys, we have been diligently working to develop and deliver more effective and well-tolerated cancer medicines that address the dire needs of cancer patients worldwide. We successfully built a strong oncology pipeline that provides several best and first in class opportunities with pelabresib, our investigational BET inhibitor at the forefront.

We want our pipeline to advance at greater speed and scale to help ensure patients worldwide can benefit. As such, after a thorough review of all strategic options, we firmly believe our recently-announced agreements with Novartis and Incyte are in the best interests of MorphoSys, our shareholders and cancer patients.

Starting with the proposed acquisition by Novartis, this offer provides attractive immediate and certain cash value to our shareholders. Novartis intends to offer MorphoSys shareholders €68 per share in cash, providing shareholders with an opportunity to realise significant value upfront and with certainty. It represents an attractive premium of 89% to the unaffected January 25^th 2024 closing share price.


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Additionally, Novartis seeks to maximise the potential of pelabresib. The recent phase III MANIFEST-2 findings point to the pelabresib and ruxolitinib combination as a potential paradigm-shifting first line myelofibrosis treatment. Beyond myelofibrosis, this early data suggests pelabresib’s clinical benefit in additional indications, representing new opportunities with this investigational therapy. Novartis has the necessary financial resources, additional scientific expertise, and global footprint, unavailable to MorphoSys as a standalone biotech company, to maximise the full scope of pelabresib’s potential.

Next, let’s discuss our new agreement with Incyte. Incyte will obtain exclusive rights worldwide, assume full responsibility and cover all the costs of the development and commercialisation of tafasitamab for a purchase price of $25 million. We have been collaborating with Incyte on tafasitamab since 2020. Given the proposed acquisition by Novartis, and our longstanding partnership with Incyte, we know Incyte is best-positioned to drive tafasitamab’s future growth opportunities forward successfully and more efficiently on its own at this time. The MorphoSys management board and supervisory board unanimously approved both agreements. I would now like to turn the call over to Lucy to provide more details on Novartis’s offer and on the process. Lucy, over to you.

Lucinda Crabtree

Thank you, Jean-Paul. Good morning, and good afternoon, everyone. We will now take a closer look at Novartis’s proposed take-over offer to our shareholders. If you decide to tender your shares, you will receive €68 per share in cash. This offer price corresponds to an attractive premium of 94% and 142% on the volume-weighted average price during the last month and three months, as of the unaffected January 25^th 2024 close respectively, the day before first rumours on a potential take-over surfaced. It also represents a premium of 89% to the unaffected January 25^th 2024 closing share price.

This offer implies a total equity value of €2.7 billion. Further, please keep in mind the following. The offer will contain customary closing conditions, in particular a minimum acceptance threshold of 65% of MorphoSys’s share capital and regulatory clearances. We have agreed with Novartis that they will take MorphoSys private promptly after the public take-over offer has been settled. Today’s announcement is only the first step in the transaction process. As a next step, Novartis will submit the offer document that outlines all the details of the offer to the BaFin, the German Federal Financial Supervisory Authority, for approval.

Once approved, the offer document will be published. After that, the acceptance period begins. During this period, shareholders will have the opportunity to tender their shares. We expect the acceptance period to run for approximately four weeks, followed


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by a two-week additional acceptance period. MorphoSys has the option to extend the acceptance period by two additional weeks. The exact dates will be announced with the publication of the offer document.

During the acceptance period, our management board and supervisory board will publish a reasoned statement on the offer. Subject to a careful review of the offer document, the board intends to recommend to shareholders the acceptance of the offer. The offer will be successful if the minimum acceptance threshold of 65% is reached. If reached, as mentioned before, there will be an additional acceptance period that will run for two more weeks. The closing is currently expected to take place in the first half of 2024. We will keep you informed throughout the process and provide updates on milestones as they occur. And with that, I hand the call back over to Jean-Paul.

Jean-Paul Kress

Thanks, Lucy. We believe that this is the right next step for MorphoSys and in the best interests of our shareholders, our company and cancer patients. Our shareholders benefit from an attractive premium, allowing them to realise a significant value upfront and with certainty. Novartis will help accelerate the development opportunities and maximise the commercialisation potential of pelabresib at a greater speed and scale, benefiting patients worldwide. And Incyte is very well-positioned to drive the future growth opportunities of tafasitamab forward successfully and more efficiently on its own at this time. With that, I would like to open the call for questions. Operator, please open the line.

Operator

Thank you. Ladies and gentlemen, we will now begin the Q&A session. Anyone who wishes to ask a question may press star and one on their telephone keypad. You will hear a tone to confirm that you have entered the queue. If you wish to remove yourself from the question queue, you may press star then two. As a reminder, that’s star followed by one to ask a question. The first question is from the line of Xian Deng with UBS. Please, go ahead.

Xian Deng

Hi, thank you for taking my questions. Congratulations on the deal. Two, please, if I may. The first one is thank you so much for the introduction laying out the process, but I was just wondering, on one side you have this positive data from pelabresib, at the same time we also have a lot of investor debate on the approvability of the drug, so I was just wondering if you could give us some extra colour or insight on what your conversation was like with Novartis around this topic, please? That would be great. And then the second one, if I may push my luck a little bit, I was just wondering if it is possible for you to confirm whether you have had the pre-NDA meeting for pelabresib? Thank you very much.


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Jean-Paul Kress

Thanks for your questions. I’m going to basically repeat what we said several times since our ASH reveal of our phase III trial. We have the best results in myelofibrosis out there, and we have shown that we act very positively on all components, all markets of the disease in myelofibrosis. And this is a very compelling picture which we believe will allow us to file and approve this drug based on the totality of the data. So this basis was entertained with obviously Novartis and they have made their decisions based on that. And it’s very reassuring as well, so I think that’s the way to think about it.

Now, for the second question, we don’t comment on the regulatory pathway. We have said, several times, that now we are focusing on driving the filing of the drug this year, and we have everything we need to execute on that, and now, together with Novartis.

Xian Deng

Thank you so much.

Jean-Paul Kress

Thank you.

Operator

The next question is from the line of Derek Archila with Wells Fargo. Please, go ahead.

Derek Archila

Hey, good morning. And, yes, let me extend my congratulations to the team on the deal. Well done. Just one question. in terms of the process, obviously they named Novartis and Incyte as potential suitors, just thinking about the deal process in totality, were there other companies involved? Were there other companies also in the fibrosis space? Just trying to understand how competitive the deal dynamics were, thanks.

Jean-Paul Kress

Hey, Derek, thank you so much for your question. We can’t comment on the process at this time. I think the outcome with Novartis is fantastic. We have a longstanding relationship with this company. As I mentioned earlier in my comments, in my remarks, they are a fabulous suitor for taking pelabresib to the next step and to the scale it deserves. So that’s what people should be focusing on today. It’s really the enabler for the potential of this great drug and this game-changer in myelofibrosis and other indications.

Derek Archila

Understood, it was worth a shot. Congratulations, thanks for taking the questions. Thank you.

Jean-Paul Kress

Thanks, Derek.

Operator

The next question is from the line of Andrew Berens with Leerink. Please, go ahead.

Andrew Berens

Thanks, congrats on the deal. I was just wondering, based on your guidance for the deal to close in the first half of this year, whether you were expecting any regulatory pushback, given the therapeutic overlap in myelofibrosis between Jakafi, Jakavi and


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pela? And are there any other regulatory agencies that will weigh on the deal besides BaFin?

Jean-Paul Kress

Thanks, Andrew. Charlotte will answer the question.

Charlotte Lohmann

Yes, Jean-Paul, happy to do so. So, as you already pointed out, this public take-over offer is subject to regulatory clearances by several authorities, not only the BaFin. But additional information will be available in the offer document, once published, and also in the tender offer materials once filed with the SEC. But we can, in summary, state that we do not expect antitrust difficulties.

Andrew Berens

Okay, thank you.

Operator

The next question is from the line of Charlie Mabbutt with Morgan Stanley. Please, go ahead.

Charlie Mabbutt

Hi, thanks for taking my questions. Charlie Mabbutt from Morgan Stanley. Just one from me. I was just wondering if we should expect any incremental pelabresib data over the first half of this year in terms of longer follow-up? And if not, when might we see that? Thanks very much.

Jean-Paul Kress

Thanks for the question. For the time being, we continue to act as an independent company, we continue to execute on what we said we would. Our goals are very clear this year, to drive pelabresib to the next step, and mainly the filing in myelofibrosis. Right now, our focus is mostly on the filing. More data are being generated. Our trial, MANIFEST-2 trial is continuing and generating longer data but we are not communicating yet on where we would publish or communicate on this data.

But I want to come back on a very important point. Our filing, we have what we need for filing, we have the data we need. We have the wealth of data that we have communicated on at length over the last weeks especially at ASH to ensure a successful filing.

Charlie Mabbutt

Great, thanks very much.

Jean-Paul Kress

Thanks.

Operator

As a reminder, that’s star followed by one if you’d like to ask a question. The next question is from the line of Manos Mastorakis of Deutsche Bank. Please, go ahead.

Manos Mastorakis

Thank you for taking the question. I wanted to ask if you have any further explanation on why the high-risk subgroup missed on TSS50, and just to confirm that you are not able to say anything about updated analysis we could expect at ASCO, please? Thank you.

Jean-Paul Kress

You know, as we said several times, this is a statistical anomaly in this small, high-risk population, it’s less than 10% of the trial


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and in real life. And if you look at the totality of the data, this is again to be put in context, and we don’t expect that to be an issue. Therefore new data, again we’re not communicating yet on where and when we will have incremental data published for pelabresib.

Manos Mastorakis

Thank you.

Operator

The next question is from the line of Roger Sharma with Goldman Sachs. Please, go ahead.

Roger Sharma

Hi, thanks for taking my question. I’d just be curious to get your perspectives on timing of the transaction, why now as opposed to potentially when you have a pelabresib approval in hand? And then secondly, if I could just follow up, I know you said that you’re not expecting any antitrust issues, but if that were to be the case, if there a break fee in that scenario? Thank you.

Jean-Paul Kress

Why did we agree to be acquired now? It’s not a light decision, but after a thorough review of all the strategic options, we firmly believe it’s in the best interests of the company, its shareholders and obviously the cancer patients, for the reasons I mentioned. But for the shareholders, it provides attractive and certain cash value now. They are risking their investments ahead of future milestones. For the patients, Novartis has ample resources which are actually currently unavailable to MorphoSys as a standalone biotech for accelerating and maximising pelabresib’s potential on a global scale. And for the opportunities of MorphoSys, it creates new opportunities. So we really believe that all stakeholders are in a great position. And actually I missed your second question. Can you repeat it?

Roger Sharma

Yes, just if there are any antitrust issues, is there a potential break fee that will be due to MorphoSys?

Jean-Paul Kress

Charlotte will answer the question.

Charlotte Lohmann

Yes, sure. As I mentioned beforehand, we don’t expect any antitrust difficulties, but we cannot comment on contractual details at this point in time.

Roger Sharma

Thank you.

Operator

The next question is from the line of Vineet Agrawal with Citi. Please, go ahead.

Vineet Agrawal

Hi, there. Thanks for taking my questions. I just have two. One, will Novartis be allowed to attend the pre-NDA submission meeting with the FDA? And second, is the transfer of the tafasitamab rights to Incyte independent of the Novartis acquisition?

Jean-Paul Kress

Vineet, I couldn’t hear well, you broke up a little bit on the second part of the question. Would you repeat it, please?


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Vineet Agrawal

Sorry. I was just asking if the transfer of tafasitamab rights is independent of Novartis’s acquisition or that’s a done deal?

Jean-Paul Kress

Vineet, I’ll start with the second part. Yes, it is independent, but it’s also to be taken in the grand scheme of the transaction. The compelling Novartis transaction for all the reasons we mentioned, including financially, obviously has put some light on the decision to do the transaction with Incyte. We believe that it’s time for tafasitamab now to find a home with less complication than a joint venture, and, as I mentioned, Incyte is well-positioned, they have been working with us on the drug, they know it very well and they know the market very well, and now it’s time for them to take over this asset. And, sorry, I’m trying to find…

Vineet Agrawal

I’m sorry, the first question was… Yes.

Jean-Paul Kress

The pre-NDA meeting, yes, thank you. No, we are not commenting on that now.

Vineet Agrawal

All right, thank you.

Jean-Paul Kress

Thank you.

Operator

That was the last question, I would like to turn the conference over back to Julia Neugebauer for any closing remarks.

Julie Neugebauer

Ladies and gentlemen, this concludes today’s conference call. If any of you would like to follow up, MorphoSys’s investor relations team is available for the remainder of the day. Once again, thank you for joining. Have a great day, and goodbye.


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