0001019155-04-000211 Sample Contracts

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THE BANK OF NEW YORK
GPC Biotech Ag • June 9th, 2004

Re: Deposit Agreement dated as of ___________, 2004 (the "Deposit Agreement") among GPC Biotech AG (the “Company”), The Bank of New York, as Depositary (the “Depositary”), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder

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