XOMA Uses in Grant of the Benefit of the XOMA Covenant Clause

Grant of the Benefit of the XOMA Covenant from Collaboration and License Agreement

This Second Amendment to the Collaboration and License Agreement (hereinafter the Second Amendment), dated as of February 23, 2004 (the Effective Date), is made by and between GPC Biotech AG (formerly GPC AG-GENOME PHARMACEUTICALS CORPORATION), a German stock corporation having its principal place of business at Fraunhofer Strasse 20, 82152 Planegg/Martinsried, Germany (GPC), and MORPHOSYS AG, a German stock corporation with its principal place of business at Lena-Christ-Str. 48, 82152 Planegg/Martinsried, Germany (MORPHOSYS). MORPHOSYS and GPC are each hereafter referred to individually as a Party and together as the Parties.

Grant of the Benefit of the XOMA Covenant. MORPHOSYS hereby grants to GPC the benefits of the XOMA Covenant (subject to the limitations to the agreement between MORPHOSYS and XOMA), so long as GPC has a research license under Section 3.4(a) and to the extent necessary, to allow GPC to perform its obligations under the Collaboration Program.