Fourth Amendment to the License Agreement by and between the Company and MorphoSys AG

This fourth amendment ("Amendment") to the COLLABORATION AND LICENSE AGREEMENT dated June 27, 2010, as amended on March 23, 2012, on January 8, 2020 and on July 13, 2020 (collectively, the “Agreement”), by and between XENCOR, INC., a Delaware corporation with its principal offices at 465 N. Halstead Street, Suite 200, Pasadena, California, USA (“Xencor”), and MORPHOSYS AG, a German corporation with its principal offices at Semmelweisstrasse 7, 82152 Planegg, Germany (“MorphoSys”) is effective as of the date of last signature to this Amendment. Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Agreement.

WHEREAS, Xencor and MorphoSys have agreed to amend the Agreement to remove certain exclusivity covenants of the Parties.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Xencor and MorphoSys hereby agree as follows:

a.Section 4.3(a) of the Agreement is hereby deleted in its entirety and replaced as follows:

    “(a)        [Reserved.]”

b.Section 4.3(b) of the Agreement is hereby deleted in its entirety and replaced as follows:

    “(b)        [Reserved.]”

c.Section 4.3(c) of the Agreement is hereby deleted in its entirety and replaced as follows:

    “(c)        [Reserved.]”