MorphoSys Annual Report 2012

Plain-text annual report

A N N U A L R E P O R T 2012 ANTI BODIES CON NECT Product Pipeline M O R P H O S Y S’ S P R O D U C T P I P E L I N E A S O F 31 D E C E M B E R 2012 Program / Partner Indication Discovery Preclinic Phase 1 Phase 2 Phase 3 Market MOR208 MOR103 MOR202 Early-stage Programs Gantenerumab/Roche CNTO1959/Janssen Biotech Novartis BHQ880/Novartis BYM338/Novartis LFG316/Novartis Cancer Rheumatoid arthritis Multiple sclerosis Multiple myeloma Inﬂ ammation Infectious diseases Alzheimer’s disease Psoriasis Rheumatoid arthritis not. discl. Cancer Musculoskeletal Ophthalmology OMP-59R5/Oncomed/GSK BAY94-9343/Bayer Boehringer Ingelheim Cancer Cancer not. discl. CNTO3157/Janssen Biotech Asthma Janssen Biotech LJM716/Novartis VAY736/Novartis Vantictumab/Oncomed Pﬁ zer 20 Partnered Programs 34 Partnered Programs Inﬂ ammation Cancer Inﬂ ammation Cancer Cancer 6 Proprietary Programs 70 Partnered Programs ANTI BODIES CON NECT Therapeutic antibodies can bind disease relevant target molecules or attach themselves to pathogens. Modern life science aims to exploit this basic function of antibodies to improve patients’ lives. Therapeutic antibodies likewise can link different stories together, different people, their professions, sometimes their entire lives: patients, doctors, scientists, investors and many more. In the context of our Annual Report 2012 antibodies ﬁ guratively build bridges between print and online media. You will ﬁ nd several references and links to additional back- ground information online. we encour age you, dear reader, to e xplore these connections. 02 Antibodies connect CONNECT A N T I B O D I E S – B A S I C S w h at a r e a n t i b o d i e s? h o w d o t h e s e m o l e c u l e s lo o k l i k e ? w h at d o t h e y d o? Antibodies can accurately bind and detect almost any molecule. They are an essential component of the human immune system. Using antibodies to ﬁ ght diseases is a logical extension of their natural role. / / / L E A R N M O R E A B O U T A N T I B O D I E S I N O U R O N L I N E M A G A Z I N E 03 Antibodies connect O U R P I P E L I N E t h e c o m pa n y ’s p i p e l i n e c o n s i s t s o f pa r t n e r e d p r o g r a m s a n d a p r o p r i e ta ry p o r t f o l i o o f d r u g c a n d i dat e s . More than 70 therapeutic antibody programs based on the Com- pany’s technologies are currently in development, of which 20 are in clinical trials. The list of product candidates includes exciting programs to treat rheumatoid arthritis, multiple sclerosis, cancer, muscle wasting, Alzheimer’s disease and many more. / / / L E A R N M O R E A B O U T O U R P I P E L I N E I N O U R O N L I N E M A G A Z I N E O U R T E C H N O L O G Y P L AT F O RM S m o r p h o sys i s c o m m i t t e d to n e w t e c h n o lo gy a n d d r u g d e v e lo p m e n t to e n g i n e e r t h e m e d i c i n e s o f to m o r r o w. MorphoSys has developed new technologies relating to the gen- eration of recombinant antibodies, which set the standard for how antibodies will be made in the future. / / / L E A R N M O R E A B O U T O U R T E C H N O L O G I E S I N O U R O N L I N E M A G A Z I N E 04 Contents ﬁ nancial report m a n a ge m ent b o letter to the sh ard of m the m T o rph O H o E C rph areh osys sh M P A osys a olders are N Y g 0 6 07 31 A N N U A L R E P O R T 2012 CON TENTS 05 Contents ﬁ nancial report R o U e e p O r r s a G 1 3 3 4 n t i o a t n e m l s i t u T v i r n a n o c i a R O P E n s e s , f i n s t r o p e s r t r o p e t n a s a e r c t n i t i e s t c n e r r e v r o u n o u N e t a h T R e s i n n t i o e e y r o p p t e n n k a a r t r p o t e v d f e g E E M d b r e p e s c b i l i t d o n e u q o o o r p G A N A n s a n f o s o n a l a a a i n s a k s b u u P M t i o a l t d b t s u r i s s s n e t l o o u c 2 4 4 9 5 5 5 5 5 9 F I N A N C I A L S TAT E M E N T S c o n s o l i dat e d i n c o m e s tat e m e n t (i f rs) c o n s o l i dat e d s tat e m e n t o f c o m p r e h e n s i v e i n c o m e (i f rs) c o n s o l i dat e d b a l a n c e s h e e t (i f r s) c o n s o l i dat e d s tat e m e n t o f c h a n g e s i n s to c k h o l d e r s ’ e q u i t y (i f r s) c o n s o l i dat e d s tat e m e n t o f c a s h f lo w s (i f r s) n ot e s r e s p o n s i b i l i t y s tat e m e n t au d i to r ’s r e p o r t 74 7 5 7 6 7 8 8 0 8 2 1 2 4 1 2 5 A D D I T I O N A L I N F O R M AT I O N s u p e r v i s o ry b oa r d r e p o r t s u p e rv i s o ry b oa r d o f m o r p h o sys ag s e n i o r m a n ag e m e n t g r o u p o f m o r p h o sys ag g lo s s a ry i n d e x l i s t o f f i g u r e s a n d ta b l e s i m p r i n t 1 2 6 1 3 0 1 3 2 1 3 4 1 3 6 1 3 8 1 4 0 06 T H E C O M P A N Y / / / Management Board of MorphoSys AG Management Board of MorphoSys AG DR. SIMON E. MORONEY /// C HIEF EXECU T IVE OF F IC ER JENS HOL S T EIN /// C HIEF F INANC IAL OF F IC ER DR. ARND T S C HO T T EL IUS /// C HIEF DEVEL OPMEN T OF F IC ER DR. MARL IE S SPROL L /// C HIEF S C IEN T IF IC OF F IC ER 07 T H E C O M P A N Y / / / Letter to the Shareholders Letter to the Shareholders The year 2012 was one of the most successful in the history of MorphoSys. Major advances in the develop- ment of several programs in our clinical pipeline were the decisive events of the year. The positive reaction of our share price illustrates the importance of these programs for the Company’s value proposition. Our long-term strategy of using innovative technology to engineer the medicines of tomorrow is paying oﬀ as momentum builds in the pipeline. For this reason we decided to divest AbD Serotec, the diagnostic and re- search antibody unit, in order to focus MorphoSys on the huge opportunities we have in the therapeutic seg- ment of our business. We have made remarkable progress with our proprietary drug portfolio. The positive outcome of the phase 1b/2a trial of MOR103 in rheumatoid arthritis provides a solid foundation for out-licensing the product, while the quality of the clinical data is a testament to our research and development capabilities. We are continu- ing to develop our other proprietary clinical candidates MOR208 and MOR202 at full speed and also aim to expand our proprietary portfolio. Recent progress in the partnered portion of our pipeline has also been very encouraging. In particular, interest in the HuCAL antibody gantenerumab, being developed by Roche for Alzheimer’s disease, increased signiﬁ cantly in 2012. Alzheimer’s is one of the greatest medical challenges faced by society today, so an eﬀ ective treatment would have blockbuster potential. Clinical data from other programs suggest that Roche’s strategy of intervening early in the clinical progression of Alzheimer’s is one of the most promising thera- peutic approaches to the disease. While gantenerumab is the ﬁ rst HuCAL antibody to progress to a potentially pivotal phase 2/3 study, there are a further nine partner programs currently in phase 2 development. 08 T H E C O M P A N Y / / / Letter to the Shareholders Regarding technology, we aim to enhance our position as an originator of the most advanced platforms for the development of therapeutic antibodies. The latest advance in this area is our antibody library Ylanthia, which we began commercializing in the fourth quarter of 2012. It was in our interest to begin this next phase of growth with our biggest partner, Novartis. This collaboration, which will continue at least until 2017, has generated six clinical candidates so far and will continue to contribute to our pipeline of therapeutic antibodies. We are convinced that we can make the collaboration even more productive using the latest tech- nologies. It was equally important that we should have the ﬂ exibility to partner Ylanthia further and we have also ensured this. Our ability to construct high quality protein libraries and use these in drug development creates opportuni- ties with molecules other than antibodies. This is behind our partnership with the start-up company Lanthio Pharma, our ﬁ rst venture beyond antibodies into a new molecular class. Lanthio Pharma’s lantipeptides comprise an exciting class of compounds whose applications could complement those of antibodies, thereby expanding our therapeutic reach. The cooperation with Lanthio Pharma is also associated with another new aspect for MorphoSys, namely the minority equity stake we have taken in the company. The AbD Serotec segment was established to complement our therapeutics activities by commercializing antibodies in the research and diagnostics markets. As our drug pipeline advanced, it became clear that opportunities to generate value for our shareholders through enhanced eﬀ orts in the therapeutic ﬁ eld sub- stantially exceed the potential in research and diagnostics. The time was therefore right to separate the two business areas. The sale of AbD Serotec to Bio-Rad for a total consideration of EUR 53 million, which we announced at the end of 2012, provided a ﬁ nancially attractive opportunity for us to adopt a pure focus on therapeutics. At the same time, our former colleagues at AbD Serotec become part of an international research and diagnostics group which will beneﬁ t from their experience and know-how. 09 T H E C O M P A N Y / / / Letter to the Shareholders “Major advances in the development of several programs were the decisive events of the year. Our strategy of using innovative technology to engineer the medicines of tomorrow is paying off as momentum builds in the pipeline.” In the past year, MorphoSys was again able to invest signiﬁ cantly in proprietary research and development while remaining proﬁ table. Financial stability, based on cash and cash equivalents of currently more than EUR 180 million together with a cash-generating partner business continues to be one of the greatest strengths of our company. Cash provides us with great strategic ﬂ exibility as we consider further transactions such as acquisition, equity participation and other deals as a means of accessing new drug candidates and tech- nologies. We will also invest, as necessary, to generate the maximum possible value from our portfolio of drug candidates. Overall, 2012 was a landmark year for MorphoSys and 2013 could be even more exciting. The out-licensing of proprietary drug candidates such as MOR103 will be an important factor that will drive the company’s ﬁ nancial performance in the years to come. Now, more than ever, we are committed to building a company that is focused on drug development and built on a foundation of innovative technology. Our success is only possible thanks to the hard work, loyalty and creativity of our employees, to whom I would like to express my sincerest thanks. I would also like to thank you, our shareholders, for your con- tinued support. Together with you, I wish our company a successful 2013. Dr. Simon E. Moroney Chief Executive Oﬃ cer 10 11 C O N T E N T S GROUP MANAGE MENT REPORT 1 3 o p e r at i o n s a n d b u s i n e s s e n v i r o n m e n t 3 4 4 2 4 9 5 5 5 5 5 9 r e s u lt s o f o p e r at i o n s , f i n a n c i a l s i t uat i o n a n d b a l a n c e s h e e t s u s ta i n a b i l i t y r e p o r t r i s ks a n d o p p o r t u n i t i e s r e p o r t s u b s e q u e n t e v e n t s o u t l o o k a n d f o r e c a s t c o r p o r at e g o v e r n a n c e r e p o r t 12 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment FOCUS ON PIPE LINE MorphoSys sharpened its focus on therapeutic applications in 2012 and made clear progress in respect of its future technologies and prod- ucts. The market launch of the new technol- ogy platform Ylanthia enabled the start of the ﬁ rst revenue-generating partnership in 2012. The foundations for future out-licensing agree- ments were further improved through positive clinical data on its proprietary drug programs MOR103 and MOR208. The sale of substan- tially all of the business segment AbD Serotec also increased MorphoSys’s ﬁ nancial ﬂ exibil- ity to further extend the therapeutics business through strategic transactions and invest- ments in proprietary R&D activities. 13 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment Operations and Business Environment Organizational Structure ORGANIZAT ION AND GL OBAL PRESENCE OF T HE MORPHOSY S GROUP The MorphoSys Group, made up of MorphoSys AG and its sub- sidiaries, develops and commercializes high-quality antibodies* for therapeutic as well as research and diagnostic applications. Industry-leading proprietary technologies form the basis of busi- ness activity for the three business segments. The Partnered Discovery segment operates therapeutic development programs for drug candidates in cooperation with renowned biotechnol- ogy and pharmaceutical companies. Together with partners, this segment works on solutions to the most urgent health issues of our time. The second segment, Proprietary Development, also operates in the therapeutic market. The goal of this segment is to develop proprietary drug candidates based on innovative therapeutic antibodies made using the Company’s technology. These are to be out-licensed to partners after successful proof of clinical eﬃ cacy. The third operating segment, AbD Serotec, supplies public and industrial research institutions as well as diagnostics groups with premium antibodies. The sale of sub- stantially all1 of MorphoSys’s research and diagnostics division, AbD Serotec, to Bio-Rad2 was agreed on 16 December 2012 in order for MorphoSys to focus on the development of proprietary drugs and technologies. The transaction was concluded in Janu- ary 2013, which has numerous eﬀ ects on the 2012 reporting year as stated later in this report. In 2012, MorphoSys had ﬁ ve sites in Germany, Great Britain and the USA. MorphoSys AG, as the parent company of the MorphoSys Group, is located in Martinsried, Germany, and car- ries out central group functions including accounting, con- trolling, human resources, legal, intellectual property, corporate communications and investor relations. The two segments Part- nered Discovery and Proprietary Development are located here, also. The R&D* activities of the AbD Serotec unit are located in Puchheim near Munich, Germany, and Kidlington near Oxford, United Kingdom. MorphoSys’s international sales are handled by the national oﬃ ces in Germany, the United Kingdom and in the United States of America. With the sale of substantially all of the AbD Serotec business unit to Bio-Rad, agreed at the end of 2012, the four sites in Puchheim, Düsseldorf, Kidlington and Raleigh will be transferred to Bio-Rad during 2013. MorphoSys continues to carefully consider locational advantages such as good infrastructure, a qualiﬁ ed workforce, an appro- priate supplier base, plus political support for biotechnology and life sciences* as well as synergies resulting from coop eration with regional research institutes in order to support its future growth objectives. *S E E G L O S S A R Y /// pa g e 1 3 4 T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O F IG . 1 /// ORGANI ZAT IONAL S T RUC T URE OF T HE MORPHO S Y S GROUP MorphoSys AG S E G M ENTS E L D S OF USE I F Sale of research and diagnostic segment AbD Serotec announced in December 2012 AbD Serotec Research and Diagnostics Partnered Discovery Proprietary Development Therapeutic Antibodies 1 Bio-Rad acquired the AbD Serotec segment, not including the subsidiary Poole Real Estate Ltd. and the Slonomics technology 2 Bio-Rad Inc. and subsidiaries of Bio-Rad Inc., including MorphoSys AbD GmbH, will subsequently be named “purchaser” respectively “Bio-Rad” 14 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment L EGAL S T RUC T URE OF T HE MORPHOSY S GROUP GROUP MANAGE MENT AND SUPE RVISION MorphoSys AG, a German stock corporation listed in the Prime Standard segment on the Frankfurt Stock Exchange, heads the MorphoSys Group. In accordance with the German Stock Corpo- ration Act, MorphoSys AG has a dual management structure, with the Management Board as the leading body. Its four mem- bers are appointed and supervised by the Supervisory Board. For more information regarding Group management, supervision and corporate governance in general, please see the Corporate Governance Report on page 59. The Senior Management Group, which completes the MorphoSys AG management team, com- prises 14 people from the diﬀ erent MorphoSys departments. In this reporting year, there have been no changes to the legal structure of the MorphoSys Group or its entities compared to the year before. However, the sale of substantially all of the AbD Serotec segment to Bio-Rad completed in January 2013, has laid the foundation for a wide-reaching simpliﬁ cation of the Group-structure and a focus on the therapeutic markets. BUSINESS AC T IVI T IES MORPHOSYS’S TECHNOLO GIES MorphoSys’s technology development forms the foundation of its success. For more than ten years the Company has been working with its HuCAL* antibody library, a collection of bil- lions of fully human antibodies. With 76 therapeutic HuCAL programs currently in development, the most advanced of which is a phase 3 trial in Alzheimer’s disease, the Company has one of the broadest product pipelines in the industry. In order to successfully drive research work in the future, the next generation of antibody technologies was launched under the name of Ylanthia*. The Ylanthia technology was specially conceived to eliminate current obstacles in the development of therapeutic antibodies, such as the limitations of biophysical properties or a lack of structural diversity. If necessary, anti- bodies from the Ylanthia library can be precisely optimized with the help of the Slonomics* technology. In this respect Ylanthia diﬀ ers from the HuCAL platform, which builds on the modular design of antibody genes using predeﬁ ned gene cassettes for the optimization of antibodies. In November 2012, MorphoSys successfully began marketing this innovative plat- form with an extension to its existing commercial agreement with Novartis. In addition to therapeutic antibodies, MorphoSys strives to com- plement its technology platform by securing access to new mar- kets and molecule classes. The technology alliance and equity investment in the Dutch start-up Lanthio Pharma, a pioneer in the ﬁ eld of modern peptide compounds, which was signed in 2012, is an example of this endeavor. MORPHOSYS IN THE THER APEUTIC MARKE T MorphoSys is a leading provider of superior antibody technolo- gies in the therapeutic market. With HuCAL and the novel Ylanthia library, the Company oﬀ ers established and highly in- novative technologies for the pharmaceutical and biotech- nology markets. In addition to these services MorphoSys also undertakes proprietary drug development and participates in the successful development of therapeutic antibody candidates. The Company relies on partnerships with pharmaceutical and biotechnology companies to earn revenues that are reinvested in proprietary R&D activities. Alongside signiﬁ cant invest- ments in proprietary development programs, MorphoSys has solid operating results – a unique characteristic in the bio- technology industry. Smaller biopharmaceutical companies in particular faced great ﬁ nancial challenges in the reporting year, not least because of the global economic situation. This has led to restrictive ﬁ nanc- ing opportunities for many companies that are focused on capi- tal-intensive and long-standing research activities, which require hefty ﬁ nancial resources. In this market environment, MorphoSys can assert itself best as a progressive product and technology provider with extensive capital resources. C OMPE TITIVE L ANDSCAPE The market for therapeutic antibodies is one of the fastest grow- ing in human healthcare. In 2012, the human monoclonal anti- body* adalimumab (Humira®) led the list of top-selling drugs worldwide for the ﬁ rst time. According to Datamonitor, there are more than 300 mono- clonal antibody candidates currently in clinical development. MorphoSys currently has twenty antibody candidates in the clinical pipeline. Oncology accounts for the highest number of programs in clinical development, with around half of all pro- grams in the various development phases. After oncology, the second-largest therapy area includes autoimmune and inﬂ am- matory diseases. The third-most represented therapy area is in- fectious diseases. These research ﬁ elds continue expanding with the introduction of new indications such as osteoporosis, muscular atrophy and cholesterol control. Additionally, newly created technologies such as antibody drug conjugates (ADCs*), bispeciﬁ c* and trifunctional* antibodies, domain antibodies, nanobodies and Fc-antibodies illustrate the diversity of the anti- bodies market. 15 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment TAB . 1 /// T OP 5 MONO CL ONAL AN T IBOD Y DRUGS Generic Name Brand® Company Indications (FDA*/EMA* approved) Revenues esti- mate for 2012 in US$ billion Adalimumab Humira Abbott Inﬂ iximab Remicade J&J, Merck, Mitsubishi Tanabe Rituximab Rituxan Roche Trastuzumab Herceptin Bevacizumab Avastin Roche Roche Rheumatoid Arthritis*, Juvenile Idiopathic Arthritis, Psoriatic Arthritis, Ankylosing Spondylitis, Crohn’s Disease, Plaque Psoriasis Crohn’s Disease, Pediatric Crohn’s Disease, Ulcerative Colitis, Pediatric Ulcerative Colitis, Rheumatoid Arthritis, Ankylosing Spondylitis, Psoriatic Arthritis, Plaque Psoriasis* Non–Hodgkin’s Lymphoma (NHL), Chronic Lym- phocytic Leukemia (CLL) Rheumatoid Arthritis (RA), Granulomatosis with Polyangiitis (GPA) and Microscopic Polyangiitis (MPA) Adjuvant Breast Cancer, Metastatic Breast Cancer, Metastatic Gastric Cancer Metastatic Colorectal Cancer (mCRC), Non- Squamous Non-Small Cell Lung Cancer (NSCLC), Glioblastoma, Metastatic Renal Cell Carcinoma (mRCC) 9.48 7.67 6.94 6.08 5.98 T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O Source: www.ﬁ ercepharma.com, article as of 9 October 2012 In the commercialization of its antibody technologies, MorphoSys competes with other providers of antibody technologies that can be divided into two categories: • Antibody and antibody fragment technologies as oﬀ ered by companies such as Ablynx, Adimab, Bioinvent, Dyax and Genmab. • Antibody-mimicking structures (scaﬀ olds), such as those from Molecular Partners (Switzerland) or Pieris (Germany). There are no market data available that comprehensively capture the marketing of technologies in the area of antibody develop- ment. MorphoSys currently has 20 antibody programs in clinical development. Measured by this number, MorphoSys occupies a leading position in this ﬁ eld with its HuCAL technology platform. MorphoSys competes in the area of therapeutic antibody develop- ment and the out-licensing of clinical development candidates with a range of companies. Examples of MorphoSys’s competi- tion are: Biotest, Genmab, Macrogenics and Symphogen. MorphoSys has not yet out-licensed any proprietary develop- ment programs to date, therefore no information on the market share can be given. PAR TNE RED DISC OVERY MorphoSys’s Partnered Discovery segment business applies the Company’s proprietary technologies to the research, develop- ment and optimization of therapeutic antibody drug candidates in partnerships with pharmaceutical and biotechnology com- panies. While the development costs are borne by the respective partner, MorphoSys proﬁ ts further from successful programs in the form of milestone payments and potential royalties* on product sales. *S E E G L O S S A R Y /// pa g e 1 3 4 The Company’s largest alliance is the 2007 agreement signed with Novartis, a pharmaceutical partner with a growing biologics pipeline. This collaboration was expanded through an additional agreement in November 2012. Within the framework of the agree- ment, both companies implemented MorphoSys’s next genera- tion antibody platform Ylanthia to generate therapeutic antibod- ies. MorphoSys plans to broadly license the technology with new partnerships in the future. 16 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment F IG . 2 /// P AR T NERED DI S CO VER Y SEGMEN T ’S SHARE OF T O TAL REVENUE S ( IN MIL L ION € ) Total Revenue*: 69.6 » Segment: 44.7 Total Revenue: 71.6 » Segment: 54.3 Total Revenue*: 100.8 » Segment: 79.3 64 % 2 2 0 1 1 1 0 2 2010 76 % 20 0 8 2 0 0 9 76 % 76 % 79 % Total Revenue: 81.0 » Segment: 61.7 Total Revenue: 87.0 » Segment: 66.3 * Thereof revenue of discontinued operations 2012: 17.7 (2011: 18.7) Partnered drug development allows MorphoSys to be active in a broad range of indications that the Company normally would not pursue due to a lack of expertise, for instance: more, the solid patent position around our development programs greatly improves the Company’s standing. CENTR AL NERVO US SYSTEM DISE ASES – AL ZHEIMER ’S DISE ASE With the antibody compound gantenerumab, developed together with its partner Roche, MorphoSys’s portfolio contains a promis- ing treatment option for Alzheimer’s disease (AD). There are currently no drugs that can fundamentally inﬂ uence the course of AD. In the reporting year 2012, the competitive situation in the Alzheimer’s therapy ﬁ eld changed signiﬁ cantly in terms of the development of existing antibody compounds. Negative trial results with the two therapeutic antibodies bapineuzumab (Pﬁ zer) and solanezumab (Eli Lilly) from patients in the mild to moderate stages of the disease have shifted the focus to earlier intervention. Roche is already carrying out its current pivotal phase 2/3 trial in patients in the early stages of the disease. The HuCAL antibody gantenerumab is now recognized as one of the most advanced compounds in development. PROPRIE TARY DE VELOPME NT An important goal for MorphoSys is generating value above and beyond its Partnered Discovery segment by developing inno- vative proprietary antibody products. MorphoSys’s scientists concentrate on indications such as inﬂ ammatory and auto- immune diseases*, as well as cancer and infectious diseases. The ﬁ rst clinical trial data, published in 2012, support the great potential value of MorphoSys’s proprietary drugs. Further- INFL AMMATORY AND AU TO IMMUNE DISE ASES Chronic inﬂ ammatory and autoimmune disorders are a substan- tial social and economic burden, aﬀ ecting millions of patients worldwide. The IMS Institute for Healthcare Informatics forecasts a world market for the treatment of autoimmune diseases of be- tween US$ 33 billion and US$ 36 billion by 2016. MorphoSys’s most advanced program, MOR103, targets the GM- CSF target molecule*, an important factor in the pathophysiol- ogy of inﬂ ammatory diseases. The clinical phase 1b/2a trial for the treatment of rheumatoid arthritis* (RA) was concluded in September 2012 with outstanding data on safety and eﬃ cacy. A phase 1b trial for multiple sclerosis* (MS) continued in 2012. Furthermore, MOR103 was safe and well tolerated and demon- strated a favorable and competitive pharmacokinetic proﬁ le in a clinical phase 1 study in healthy volunteers. *S E E G L O S S A R Y /// pa g e 1 3 4 The RA market bears great commercial opportunities; more than 80 % of total turnover already consists of biological therapies. The overall market is constantly growing, with a total estimated value of around US$ 18 billion in 2020. Several transactions in the RA area in recent years underline the interest of pharmaceu- tical companies in novel biological treatment methods. 17 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment Biotechnology drugs already make up the majority of disease- modifying treatment processes in the MS market, both in terms of turnover and the number of approved therapies. The current most-sold MS drugs reach a joint annual turnover of around US$ 11 billion and the market is predicted to grow fur- ther. Diﬀ erences in relation to the course and severity of MS lead to market segmentation into subtypes of the disease, for example relapsing-remitting MS or primary and secondary progressive forms of MS. This segmentation opens up various market approval pathways for new therapeutic compounds. MOR103 has potential to be the ﬁ rst in class anti-GM-CSF anti- body. Other advanced programs in development are mavrilim- umab (CAM-3001) from Medimmune, part of the AstraZeneca Group, which is currently being evaluated in a phase 2 clinical trial, MT203 from Amgen and Takeda, and KB003 from Kalobios Pharmaceuticals. MorphoSys is one of the few independent pro- viders to possess a clinically validated GM-CSF antibody, which is available to commercial partners for licensing. MorphoSys has a collaboration with Galapagos for the discov- ery and development of antibody therapies based on novel modes of action in bone and joint diseases, including rheuma- toid arthritis, osteoporosis and osteoarthritis. Both companies contribute their core technologies and expertise to the alliance. Under the terms of the agreement, Galapagos and MorphoSys will equally share the research and development costs and all future revenues. TAB . 2 /// MARK E T DATA ON SEL EC T ED P AR T NERED PRO GRAMS IN C L INIC AL PHA SE 2 Program Name MorphoSys Partner Indication Market Potential Gantenerumab Roche Alzheimer’s Disease (AD) • High unmet medical need due to lack of disease-modifying T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O BYM338 Novartis Inclusion Body Myositis* Cachexia drugs • High potential market growth rate due to aging population, earlier and improved diagnosis and the emergence of accompanying immunotherapies that will be prescribed in addition to existing treatments • Expected CAGR*: 10.7 %, with a total market size of around US$ 11.8 billion in 2018 Inclusion Body Myositis: • Slowly progressive degenerative inﬂ ammatory disorder of skeletal muscles with very low prevalence of 1–9/100.000 (orphan disease) • No Curative treatment exists so far Cachexia: • Emaciation by waste of muscles and fat • 55 % of all cancer patients are aﬀ ected in the course of their disease. This makes about 1.9 million of 3.5 million cancer patients in the seven major markets* CNTO1959 Janssen Biotech Psoriasis, Rheumatoid Arthritis Psoriasis: • Life-long disease with high morbidity and severe impact on patients’ quality of life • New biologic therapies as market value driver; sales growth to US$ 5.5 billion in 2020; CAGR: 2.2 % (2011 through 2020)* Rheumatoid Arthritis: • Inﬂ ammatory autoimmune disease that leads to reduced mobility • In 2010 there have been about 4.6 million people* with RA • Expected CAGR: 2.9 %*, with a market potential of US$ 18 billion in 2020 Sources: www.orpha.net, Datamonitor * Seven major markets: USA, Japan, France, Germany, Italy, Spain and Great Britain 18 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment O N C O LO GY The ability of monoclonal antibodies to bind to speciﬁ c antigens* has led to their dominant position in the area of targeted cancer therapies. The global market for innovative biological therapies in cancer treatment is constantly growing. More precisely, the biologicals segment in oncology is forecast to almost double in size by 2014, eventually exceeding US$ 50 billion in the next ﬁ ve to ten years, according to BCC Research. MorphoSys has ad- vanced two proprietary cancer programs, namely MOR202 and MOR208, into clinical development* in the past two years. MorphoSys’s antibody MOR208 targets the molecule CD19*, which is of particular interest for many B-cell-derived cancers. The therapeutic market for B-cell malignancies is about US$ 4 – 5 billion according to market research ﬁ rm Decision Re- sources. Existing biological therapies against B-cell malig- nancies, including the blockbuster product Rituxan®, target the cell marker CD20*. Due to the target molecule being expressed on a broader range of B-cells – compared to CD20 – anti-CD19 antibodies are considered to be an alternative approach. In ad- dition, MOR208 is improved by the modiﬁ cation of the constant Fc part* of the antibody, leading to increased antibody-depen- dent cellular cytotoxicity (ADCC*) and antibody-dependent cel- lular phagocytosis (ADCP*). MOR208 successfully concluded a phase 1/2a trial in chronic lymphocytic leukemia (CLL*) patients in 2012, with initial clini- cal data presented in December 2012 at the American Society of Hematology’s annual meeting. MorphoSys is planning to start further MOR208 phase 2 trials in non-Hodgkin’s lymphoma (NHL*) and in acute lymphoblastic leukemia (ALL*). The most advanced competitive anti-CD19 antibody is Amgen’s antibody blinatumomab (MT103), which is currently being eval- uated in phase 2 trials for the treatment of acute lymphoblastic leukemia (ALL). Other clinical programs against the same target are pursued by companies including AstraZeneca/MedImmune and Sanoﬁ /Immunogen. MorphoSys is one of the few independent providers to possess a clinically proven CD19 antibody that is still available to commercial partners for licensing. In the area of B-cell diseases, various so-called small mole- cules* are also being developed, for example ibrutinib from Johnson&Johnson/Pharmacyclics and idelalisib from Gilead Sciences, which demonstrated very high eﬃ cacy in phase 2 tri- als during 2012. MorphoSys’s antibody MOR202 is being developed for the treat- ment of multiple myeloma* (MM), and targets CD38*. At the end of 2012, the patent protection for MOR202 was further rein- forced when the US Patent and Trademark Oﬃ ce (USPTO) granted an additional patent for the antibody’s functional prop- erties against CD38. Despite being a relatively small oncology indication in terms of incidence, the MM market has logged impressive turnover ﬁ g- ures in recent years, with a potential market size of US$ 9 billion. Signiﬁ cant achievements in clinical practice and the launch of several eﬃ cacious premium-priced drugs have driven market expansion. However, untapped market potential remains for treatments that can improve the survival rate and reduce side eﬀ ects compared to currently available compounds. Despite major improvements in terms of survival, the disease is only rarely curable and the majority of patients relapse. As a re- sult, alternative treatments like those targeting surface antigen CD38 are especially sought-after. Besides MOR202, there are other development programs targeting CD38: Genmab’s daratu- mumab, a human monoclonal antibody, is currently involved in a phase 1/2 trial. In August 2012, Genmab signed a partner- ship with Johnson & Johnson for the further development of daratumumab. Another antibody targeting CD38 is SAR650984 from Sanoﬁ /Immunogen, a humanized antibody in a phase 1 clinical trial. The partnering of daratumumab in the 2012 re- porting year in particular demonstrated the pharmaceutical industry’s growing interest in CD38 as a target molecule for the treatment of MM. MorphoSys is one of the few independent providers to possess a CD38 antibody, which is still available to commercial partners for licensing. INFLUENCING FAC TORS The healthcare sector in general is faced with serious cost-cut- ting measures worldwide due to the economic crisis. Even if good medical care for its population is the stated goal of all states and the demand for new forms of treatment is constantly growing as a result of demographic change, ﬁ nancial cuts can slow the progress of the industry. As a result of funding cuts, governments throughout Europe, the USA and Asia are tight- ening healthcare provision, and reviewing the general reim- bursement of drugs. As is already the case with small-molecule drugs, generic drug competition due to expiring drug patents is now also increas- ingly challenging the biopharmaceutical industry. The techno- logical barriers to copying biological drugs, however, remain high. Still, many drug developers, mainly from Europe and Asia, are entering this market now, thereby increasing the pressure 19 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O on traditional biotechnology companies. According to a market analysis from IMS Institute for Healthcare Informatics, the worldwide market for biosimilars* will grow from US$ 693 mil- lion in 2011 to between US$ 4 billion and US$ 6 billion by 2016. INFECTIO US DISE ASES MorphoSys pursues an early disease program targeted against infections with MRSA* (methicillin-resistant Staphylococcus au- reus). As part of this initiative, MorphoSys signed a licensing and commercial agreement with UK-based Absynth Biologics, providing access to novel target molecules associated with Staphylococcus aureus infections, including MRSA. MorphoSys developed these antibodies, which are currently undergoing further early stage tests, using its proprietary HuCAL PLATINUM antibody library. MorphoSys will be solely responsible for the development and out-licensing of any resulting compounds. MORPHOSYS IN THE ANTIBODY RESE ARCH AND DIAGNOSTIC S MARKE T In its third operating segment, MorphoSys provided antibodies under the AbD Serotec brand to customers in the life science research and modern clinical diagnostics sectors. AbD Serotec’s sales model is based on a comprehensive catalog business with currently more than 15,000 immediately available products and is complemented by the production of antibodies in larger quan- tities on behalf of diagnostic customers. C OMPE TITIVE L ANDSCAPE Driven by technological advances, the market for in vitro* diag- nostics (IVD) in particular has experienced signiﬁ cant growth in recent years. The demand for biomarker-based tests accounts for a large part of this development, and molecular diagnostics are seen as the fastest-growing segment. The total IVD market, mainly dominated by North America, Europe and Japan, was worth US$ 44 billion in 2011 and is estimated to grow by around 45 % until 2016. AbD Serotec currently has relations with more than 20 diagnos- tic companies. The ﬁ rst diagnostic test kits using HuCAL anti- bodies as a key component entered the market in 2011. INFLUENCING FAC TORS The sector for research and diagnostic antibodies also faces challenges in the form of legislative decisions on healthcare infrastructure in general, and depends to a large extent on pub- lic research funding through grants. As a result, the highest growth potential for IVD products is currently being seen in the BRIC states of Brazil, Russia, India and China, where public health is being driven by demographic change. Due to the continued debt crisis, there is heavy pressure on the research budgets of public institutions in the established markets of industrialized nations, e.g. research facilities and universities. This has negative eﬀ ects on market growth and the development of turnover for the companies in this market segment. MORPHOSY S’S SIGNIF IC AN T DEVEL OPMEN T AC T IVI T IES IN 2012 In 2012, several events had a major impact on the Company’s performance: • MorphoSys generated excellent data on safety and eﬃ cacy in its trial with proprietary drug candidate MOR103 in RA. Additionally, a phase 1 trial on the subcutaneous delivery of the compound was successfully concluded. These most re- cent successes underscore the potential value of MOR103 in chronic inﬂ ammatory diseases. • At the end of 2012, the Company announced the extension of the antibody alliance with its partner Novartis. Novartis will transition from HuCAL to Ylanthia. At the same time, MorphoSys secured the maneuvering space to partner Ylanthia on a broader scale. • MorphoSys’s product portfolio also moved ahead in the re- porting period and remains one of the broadest antibody pipe- lines in the industry. At the end of 2012, it included a total of 76 programs, of which 20 are in clinical development. In the Proprietary Development segment in particular, signiﬁ cant advances were recorded for both MOR208 in CLL; MOR202 in MM; and MOR103 in inﬂ ammatory diseases. The promising preclinical* data for MOR202 and MOR208 were presented in June 2012 at the American Society of Oncology (ASCO) meet- ing and in December 2012 at the American Society of Hema- tology (ASH) annual meeting. • With its partner programs, MorphoSys achieved an impor- tant milestone in the cooperation with Roche when the clini- cal trial for the evaluation of gantenerumab in Alzheimer’s patients was extended to a pivotal phase 2/3 trial. • MorphoSys initiated a technology partnership with Lanthio Pharma for a new class of therapeutic peptides. Within the framework of the agreement, the companies will jointly imple- ment their technologies to produce high-quality and diverse lantipeptide libraries. Furthermore, MorphoSys participated in the Series A ﬁ nancing round for Lanthio Pharma with an equity investment and now holds a minority stake in Lanthio Pharma. • The sale of substantially all of MorphoSys’s research and diagnostics division, AbD Serotec, to Bio-Rad was agreed in December 2012. The sale was completed on 10 January 2013. *S E E G L O S S A R Y /// pa g e 1 3 4 20 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment For detailed information about the progress of MorphoSys’s business activities in the reporting year, see the Research & Development section from page 26 as well as Commercial Development from page 29. Strategy and Performance Management S T RAT EGY MorphoSys aims to develop innovative technologies and drug candidates with a focus on antibody-based compounds. Partner- ships with pharmaceutical and biotechnology companies that generate turnover create the ﬁ nancial clearance for additional value generation through the development of proprietary drug candidates. This business model allows for the constant expan- sion of the product pipeline and thus long-term value for the Company’s shareholders without relying on the capital markets as a source of ﬁ nancing. In 2012, € 18.1 million or about 35 % of revenue from continued operations was invested in proprietary R&D. Proprietary R&D investment was therefore roughly on the same level as 2011. The Partnered Discovery segment, as the ﬁ rst pillar of the cor- porate strategy, develops optimized therapeutic antibodies for partners in the pharmaceutical industry. With 70 partnered pro- grams at the end of the 2012 ﬁ nancial year, MorphoSys pos- sesses one of the broadest antibody pipelines in the industry. The contractually guaranteed payments incorporate license fees for technologies and research funding, as well as success- based milestone payments and royalties on product sales. The cash ﬂ ows* generated in this manner can be invested in the sec- ond pillar, the Proprietary Development segment. Proprietary and partnered antibody programs share the same technology platform for development purposes. In this segment, the com- pounds are developed independently (or in a co-development set- ting) to proof of clinical eﬃ cacy before being out-licensed to pharmaceutical or biotechnology companies for late stage devel- opment and marketing. Under certain conditions, individual projects could be developed even further, perhaps even to mar- ket approval. Technology development remains at the heart of the corporate strategy. In November 2012, the next generation of antibody platform, Ylanthia was successfully launched with a ﬁ rst com- mercial agreement. MorphoSys also launched a new initiative in 2012 through which the Company invests in promising start- up companies with technologies and products that ﬁ t with MorphoSys’s interests. MorphoSys’s ﬁ rst activity in this area was a commercial agreement with the biopharmaceutical com- pany Lanthio Pharma announced in November 2012. The Dutch company specializes in the research and development of lanti- peptides*, a novel class of therapeutics with high target molecule selectivity and improved drug properties. Due to their size, lantipeptides are signiﬁ cantly smaller than antibodies, other classes of target molecule can be addressed that are unsuit- able for antibodies. Within the framework of their commercial agreement, MorphoSys and Lanthio Pharma will combine their technologies to develop high-quality and diverse lantipeptide libraries. *S E E G L O S S A R Y /// pa g e 1 3 4 With regard to future commercial development, MorphoSys mon- itors the pharmaceutical and biotechnology industries very closely in order to secure sustainable growth through acquisi- tions and out-licensing. Liquidity reserves of around € 135.7 million (including an interest-bearing transferable loan amount- ing to € 10.0 million and liquid funds in the amount of € 5.3 million from the discontinued operations of AbD Serotec) are re- served for strategic transactions and investments in proprietary research and development that could improve MorphoSys’s tech- nology base and therapeutic pipeline. The stated goal is to in- crease the Company’s value via signiﬁ cant investments in its proprietary development activities with consistently high ﬁ nancial discipline and rigorous cost controls. At the end of 2012, MorphoSys announced the sale of substan- tially all of its research and diagnostic segment, AbD Serotec. This transaction will strengthen MorphoSys’s focus on the Com- pany’s core competence in the therapeutic ﬁ eld, which presents the greatest potential growth driver. Consequently, the organiza- tion will be completely focused on technologies and drug devel- opment which enable the targeted use of ﬁ nancial resources on the crucial value drivers. PERF ORMANCE MANAGEMEN T To achieve sustainable corporate growth and thereby generate a value increase for its shareholders, MorphoSys uses ﬁ nancial as well as non-ﬁ nancial indicators. These help to monitor the suc- cess of strategic decisions in day-to-day operations and if neces- sary, to take appropriate countermeasures in a timely manner. FINANCIAL PERFORMANCE INDICATORS The ﬁ nancial indicators used to evaluate the operational business performance are mainly parameters such as revenues and re- sults from normal business activity. Performance is tracked on a monthly basis for every segment; budget planning for the cur- rent ﬁ nancial year is reviewed and updated quarterly. Further- more, a medium-term plan covering the next three years is prepared each year. A thorough cost analysis measuring the Com- pany’s performance in line with its ﬁ nancial targets and in com- parison to prior periods is carried out on an ongoing basis. Ex- penses for S, G&A and R&D are evaluated particularly carefully. 21 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment MorphoSys’s ﬁ nancial performance is impacted by factors such as milestone and license payments, research and development expenses, operational cash ﬂ ow, liquidity and working capital. These indicators are also regularly evaluated and compared, with a focus on cash management, exposure to foreign exchange eﬀ ects and investment opportunities. The net present value of investments is calculated with the use of discounted cash ﬂ ow models. NON - FINANCIAL PERFORMANCE INDICATORS In addition to ﬁ nance-related performance indicators, a sustain- ably successful corporate management must also use non-ﬁ nan- cial performance indicators as equal components in order to be able to map the whole value creation chain. MorphoSys’s goal is to develop ﬁ rst-class antibody technologies and maintain its leading position in the therapeutics market by means of its wide product pipeline. In order to achieve this goal, the corporate strategy is aimed at the steady development of the product pipeline in particular, both in respect of the number of therapeutic antibodies as well as their quality and maturity. As successful products are based on ﬁ rst-class technologies, ad- vances in technology development are a further central perfor- mance indicator. More information on research and development activities of the MorphoSys Group can be found on pages 26 through 29. In addition to the quality of the research and development work, professional alliance management is at the heart of the Com- pany’s success. This encompasses new contracts as well the strategic further development of existing partnerships, as demonstrated by the successful launch of the Ylanthia platform in November 2012. More information on our partner projects can be found under “Research and Development” on page 27. Furthermore, the monitoring of further non-ﬁ nancial indicators is crucial for business success. T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O TAB . 3 /// DEVEL OPMEN T OF F INANC IAL PERF ORMANCE INDIC AT ORS in million € 2012 2011 2010 2009 2008 MORPHOSYS GROUP Revenues from continuing operations* EBIT (Earnings before interest and taxes) from continuing operations** PARTNERED DISC OVERY Segment revenues Segment result PROPRIE TARY DE VELOPMENT Segment revenues Segment result ABD SEROTEC Segment revenues Segment result 51.9 2.4 44.7 23.0 7.0 (11.0) 18.0 0.3 82.1 9.8 79.3 55.7 2.4 (32.2) 19.3 0.9 87.0 9.8 66.3 42.7 1.8 (24.5) 20.2 1.2 81.0 11.4 61.7 39.6 1.0 (18.3) 19.3 1.0 71.6 16.4 54.3 34.4 0 8.9 18.2 0.4 * Revenues of discontinued operations 2012: € 17.7 million (2011: € 18.7 million); 2008 through 2010 total Group revenues ** 2008 through 2010: proﬁ t from operations 22 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment TAB . 4 /// SUS TAINABL E DEVEL OPMEN T OF K E Y PERF ORMANC E INDIC AT ORS ( SD -K P I S ) AT MORPHO S Y S PERFORMANCE IN PROPRIE TARY RESE ARCH & DE VELOPMENT (NUMBER) Programs in Discovery Programs in Preclinic Programs in Phase I Programs in Phase II PERFORMANCE IN PARTNERED PRO G R AMS (NUMBER) Programs in Discovery Programs in Preclinic Programs in Phase I Programs in Phase II Programs in Phase III R&D E XPENSES AC C ORDING TO SEG MENT (IN MILLION € ) Partnered Discovery Proprietary Development Technology Development F IG . 3 /// C L INIC AL P IP EL INE AT Y EAR- END 2008 2009 2010 2011 2012 2012 2011 2010 2009 2008 2007 2006 2 0 2 2 34 20 8 7 1 4 0 3 1 28 24 9 7 0 5 1 1 1 32 20 10 5 0 3 1 0 1 32 27 4 3 0 1 1 1 0 22 29 3 1 0 0 1 1 0 23 24 3 0 0 0 2 0 0 27 14 2 0 0 16.0 18.1 3.6 19.1 33.9 2.9 18.9 25.9 2.1 19.2 19.1 0.7 27.1 0.0 0.5 21.0 0.0 1.2 14.5 0.0 3 p h a s e 1 p h a s e 2 p h a s e 3 4 / 1 / 0 4 / 4 / 0 11 / 6 / 0 12 / 8 / 0 10 / 9 / 1 0 2 4 6 8 10 12 14 16 18 20 Committed and well-trained employees are a requirement for long-term success in an R&D-based industry such as biotechnol- ogy. The Company’s competitiveness can only be ensured and further expanded via a performance-oriented and forward-look- ing human resources strategy. This is why human resources management plays a key strategic role; it must entice promising talented individuals, keep high performers at the Company and provide employees with continuous and tailored training opportunities. A clear example of the success of human re- sources management in past years is the highly qualiﬁ ed and experienced workforce. Information on MorphoSys’s human resources management can be found on pages 32 through 34 and in the Sustainability Report on pages 47 through 48. Responsible behavior is a hallmark of MorphoSys’s corporate management. It’s crucial to always observe the strict ecological and social principles governing our work. For this reason, all processes and products are assessed with regard to their impact on environmental protection and work safety. Strict quality as- surance is equally central to a forward-looking business strategy that will help MorphoSys to meet its own high quality require- ments as well as the demands of its partners and clients. Details can be found in the Sustainability Report on pages 45 through 46. 23 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment F IG . 4 /// OVERVIEW OF MORPHO S Y S’S L AT E S T T ECHNOL O GIE S T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O HuCAL Slonomics arYla Ylanthia MorphoSys’s HuCAL (Human Combi- natorial Antibody Library) technology is a collection of several billion dis- tinct fully human antibodies allowing the rapid selection of antibodies with high aﬃ nity and speciﬁ city. The recombinant antibody technology of HuCAL enables the generation of therapeutic and diagnostic anti- bodies, including those binding to diﬃ cult antigens. Slonomics is a proprietary, fully auto- mated genetic engineering platform that utilizes sets of double stranded DNA triplets in the controlled fabrica- tion of highly diverse combinatorial gene libraries. Slonomics enables re- searchers to increase the success rate of their screening for new and optimized therapeutic antibodies, proteins or industrial enzymes. arYla is Slonomics applied to anti- bodies. arYla oﬀ ers an individualized maturation solution for antibodies. With the arYla technology, MorphoSys combines more than 15 years of experience in design and selection of therapeutic antibodies with the unique library synthesis capabilities of Slonomics. Ylanthia is MorphoSys’s next-genera- tion antibody technology and was presented in December 2011. Ylanthia delivers antibodies with attractive medical capabilities against previously inaccessible target molecules and epi- topes. Antibodies based on Ylanthia can meet the strict regulatory require- ments and patient-driven needs for the foreseeable future without any ad- ditional optimization rounds needed. MorphoSys expects its novel antibody library to set new standards for thera- peutic antibody generation in the pharmaceutical industry over the next decade and beyond. The Company has established relevant guidelines in order to take into account the growing importance of value creation in the procurement process. These ensure compliance with best practice solutions in purchasing processes and regulate the pur- chase of goods, consultancy and other services. More details on purchasing and procurement management can also be found in the Sustainability Report on page 44. The eﬃ ciency improvement project “Gepard” was established in early 2012. The aim of this initiative is to use suggestions from all employees to identify and implement improvements that could increase the eﬃ ciency and quality of work processes. The project expresses a belief in continuous improvement which is part of the MorphoSys company culture – a culture that helps MorphoSys to remain competitive in the long-term. As part of this project, the Company’s employees were able to submit sug- gestions on various topics within a deﬁ ned time period start- ing in June 2012. In this period, 168 suggestions were submitted, and these were dealt with by nine working groups. Around half of these suggestions had already been successfully implemented by the end of 2012. Topics ranged from IT/software to HR top- ics and improvements in laboratory processes. Suggestions on further internal processes and in the area of ﬁ nances and con- tracts were also represented. For example, the MOR2WORK online car sharing tool for em- ployees was set up to organize carpools for traveling to work. On the one hand, advantages are a sustainable driving experi- ence with reduced CO2 emissions, on the other hand, employees also proﬁ t tangibly from savings in fuel consumption. Addi- tionally, this platform promotes communication and company spirit among employees. 24 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment TAB . 5 /// K E Y PERF ORMANC E INDIC AT ORS 2012 REL AT ED T O EMPL O Y EE S OF T HE MORPHO S Y S GROUP Employee Trainings on the Code of Conduct Employees in R&D Women in Workforce Trainees Occupational Accidents Absence Rates (%) (Number) (%) (Number) (Number) (%) 100 278 60 10 3 3.01 E ARLY INDICATORS MorphoSys monitors early indicators relating to the macroeco- nomic environment, the industry and the Company itself on a monthly basis. At Company level, this means scientiﬁ c and eco- nomic data relating to the progress of each program for the therapeutic segments, and sales volume statistics for AbD Sero- tec. Regarding early macroeconomic indicators, MorphoSys examines general market data derived from external economic and ﬁ nancial studies with a particular focus on industry trans- actions, changes of regulatory parameters and the availability of research grants. For existing active partnerships, joint steering committees reg- ularly hold meetings. The committees’ objectives are to provide updates and monitor program advances and potential resultant milestone payments. This continuous monitoring within the framework of alliance management allows both the early steer- ing of possible failed developments and produces information on expected milestone revenues at an early stage. In the case of concluded collaborations, regular reports help the Company to track the status of the ongoing therapeutic programs. Market screenings in the area of commercial development help to determine the demand for new technologies. Constant ob- servation of relevant market data enables MorphoSys to react to trends and demands early, and to pursue partnerships. Prior to the initiation of a therapeutic development program, a Target Product Proﬁ le (TPP)* is created. This process provides in- formation at an early stage on the requirements needed to be successful in the given market. Key questions are also addressed within this process, for example on the level of eﬃ cacy that should be achieved, whether an improved safety proﬁ le should be at the heart of the development plan or whether the focus should be on an alternative administration route. A detailed sce- nario for a positioning in the market, as well as the relevant patient population is part of the TPP, too. Frequent monitoring of these criteria and their fulﬁ llment ensures that the most important inﬂ uencing factors in the course of a product develop- ment program are covered and that changes can be responded to in a timely manner. In the AbD Serotec segment, both monetary and non-monetary early indicators were utilized. The creation of sales projections as well as the monitoring of new developments in the market played a crucial role. The monitoring of the distribution of funds to scientiﬁ c facilities and institutes produces information at an early stage about the ﬁ nancial funds to be expected for this customer segment. The observation of legal parameters in the area of research and diagnostics is equally important for a for- ward-looking management. Development of the Business Environment The European sovereign debt crisis remained a pervasive topic in 2012. A range of countermeasures to lift the debt crisis were implemented at national and international level. The European Stability Mechanism (ESM), aimed at supporting members of the Eurozone in ﬁ nancial diﬃ culties, was set up at the end of Sep- tember 2012. It should serve the Eurozone with a maximum credit extension capacity of € 700 billion as a permanent safety net. According to estimates by the OECD, the gross domestic product (GDP) of the Eurozone states shrank by around 0.4 % in 2012. The USA also had to battle a growing national deﬁ cit in 2012. Automatic spending cuts and massive tax increases are possi- ble consequences of the growing deﬁ cit, also known as “ﬁ scal cliﬀ ”. In its annual statement on the USA, the International Monetary Fund highlighted this ﬁ scal cliﬀ as the greatest do- mestic risk because recession with an accompanying rise in unemployment was expected. The occurrence of this ﬁ scal cliﬀ was avoided at the turn of the year 2012/2013 through an agreement between the political parties. According to estimates by the US central bank, the Federal Reserve, GDP increased in the USA from 1.7 % to 1.8 % in 2012. With regard to the Asian markets, the Chinese growth engine stagnated somewhat in 2012. GDP grew by 7.7 % according to estimates. According to OECD estimates, Japan recorded GDP growth of 1.6 % in 2012. 25 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment CURRENC Y RAT E F LUC T UAT IONS In 2012, MorphoSys’s revenues were generated mostly in euros, US dollars and British pounds, while the Company’s costs were mainly incurred in euros and British pounds. The turbulence in Europe led to a signiﬁ cant weakening of the euro mid-year. Signals from the political arena, in particular a clear commit- ment from ECB President Draghi to the euro, served to stabilize the single currency, which closed at the end of 2012 slightly stronger than the US dollar. Over the year, the euro suﬀ ered a loss of around 3 % compared to the British pound. In 2012, MorphoSys’s revenues and costs were inﬂ uenced by these cur- rency variations. A detailed description of this inﬂ uence can be found in the Financial Analysis. PHARMACEU T IC AL AND BIO T ECHNOL OGY SEC T OR DEVEL OPMEN T According to estimates from the US market research institute, IMS Institute for Healthcare Informatics, the pharmaceutical sector grew world-wide by 5 % to 7 % in 2012 and generated total revenues of over one trillion US$ in total for the ﬁ rst time. The US market, which is currently the largest single pharmaceuti- cal market, grew moderately as the positive eﬀ ect of the legal changes brought in by the Obama administration can only be expected in 2014. The main cause for the successful cumula- tive growth despite this was the development of the emerging pharmaceutical markets, which includes 17 countries. These are expected to have grown in 2012 by 12 % to 15 %. The Indian pharmaceutical market, for example, grew again by approxi- mately 12 % in 2012 after an increase of 16 % in 2011. The pharmaceutical industry continues to face signiﬁ cant chal- lenges due to top-selling products losing patent protection and facing generic competition – copies of original drugs with the same active ingredients. The term “patent cliﬀ ” describes the cumulative patent expirations of blockbuster pharmaceuti- cal drugs between 2009 and 2015 and the eﬀ ect of this on the pharmaceutical industry. In the Indian market, the competitive situation for innovative drug developers worsened signiﬁ cantly in the 2012 ﬁ nancial year. At the beginning of April, the Indian patent oﬃ ce approved a request from domestic generics manufacturer Natco to be able to copy Bayerʼs cancer drug, Nexavar, before the expiry of the patent protection. Natcoʼs competitor Cipla had already launched a copy of the cancer drug on the Indian market. For the ﬁ rst time since 2005, when Indian patent law was re- formed, India issued a compulsory license. In November 2012, the Indian Intellectual Property Appellate Board (IPAB) ap- pealed a patent issued in 2006 to Swiss pharmaceutical group T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O Roche for the drug Pegasys, used for the treatment of Hepa- titis C, and based the complaint on several aspects including the high price of the drug. Historically, generic competition mainly aﬀ ected chemically derived drugs, but generic versions of biopharmaceuticals, so-called biosimilars, are also set to advance. Due to the com- plexity of biopharmaceuticals – including antibodies – the market entry barriers are considered much higher than those for generic versions of chemically produced compounds, on account of the regulatory requirements in particular. This is reﬂ ected in the pricing of biosimilars, with much lower price reductions in comparison to conventional generics. While the requirements for biosimilars are already regulated in Europe, the American admissions authority, the US Food and Drug Ad- ministration (FDA) ﬁ rst put forward a policy draft in Febru- ary, which has not yet been adopted. In the 2012 ﬁ nancial year, a monoclonal antibody drug received biogeneric commercial approval for the ﬁ rst time when Remsima in South Korea was approved as a biogeneric version of Remicade (Inﬂ iximab) de- veloped by Celltrion Inc. As a central source of capital for privately led companies and start-ups, venture capital investments in the US life sciences sector decreased to around US$ 4.1 billion according to data from the National Venture Capital Association and Pricewater- houseCoopers. Europe also followed this trend. According to data from Dow Jones VentureSource, corresponding investments in Europe decreased to € 772 million. For MorphoSys, this capi- tal shortage also resulted in opportunities. Via the investment in Lanthio Pharma, for example, MorphoSys was able to obtain access to a potentially powerful new drug discovery platform within the framework of the “Innovation Capital”* initiative. *S E E G L O S S A R Y /// pa g e 1 3 4 The academic research sector, which is dependent on state re- search funding, was also put under pressure in the 2012 ﬁ nan- cial year. Following the ﬁ nancial crisis in Europe, providers experienced delays on purchase orders and payments from cus- tomers in the academic sector in individual states. Following the sale of substantially all of the AbD Serotec business unit, MorphoSys’s proﬁ t results will be less dependent on these ﬂ uc- tuations in public research budgets in future. 26 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment DEVEL OPMEN T WI T HIN T HE AN T IBODIES SEC T OR The number of therapeutic antibodies approved in the most im- portant markets increased to 31 by the end of 2012. In June, the FDA approved Rocheʼs antibody drug Perjeta® (pertuzumab) for the treatment of late-stage breast cancer. The antibody tar- gets HER2-positive cancer cells. The top-selling therapeutic anti- body, the anti-inﬂ ammatory Humira® (adalimumab), achieved around US$ 9 billion in revenues world-wide in the 2012 ﬁ nan- cial year. A monoclonal antibody was thus the top-selling prod- uct for the ﬁ rst time in the history of the pharmaceutical indus- try. According to research from Datamonitor, the revenues gen- erated from all approved therapeutic antibodies in 2012 came in at around US$ 50 billion. Deals comprising antibody technologies and products remained high on the agenda of the pharmaceutical industry owing to the ongoing attractiveness of the antibody sector with regard to technologies and products. MorphoSys was able to update its long-standing partnership with Novartis with the latest tech- nology platforms. Transactions observed in the industry with direct relevance for MorphoSys included the world-wide licens- ing and development agreement for the monoclonal antibody daratumumab signed between Genmab and Janssen Biotech group. According to the press release, the potential deal vol- ume amounts to up to US$ 1 billion in the form of development, approval and sales milestones, in addition to tiered double-digit royalties. As with the current phase 1/2 MOR202 program from MorphoSys, daratumumab is also aimed at the CD38 target molecule, which is found on the surface of many myeloma cells. Regarding M&A* activities, GlaxoSmithKline acquired Human Genome Sciences (HGS) for around US$ 3.6 billion. The HGS lead product Benlysta (belimumab) is a human monoclonal antibody for the treatment of systemic lupus erythematosus. Also worth mentioning was the takeover of the German-American com- pany Micromet by Amgen for around US$ 1.2 billion. Micromet owns the BiTE* technology platform, which delivers bispeciﬁ c antibody drug candidates. Furthermore, with blinatumomab, Micrometʼs portfolio contained a therapeutic bispeciﬁ c anti- body against the CD3 and CD19 target molecules. *S E E G L O S S A R Y /// pa g e 1 3 4 REGUL AT ORY ENVIRONMEN T The healthcare sector is highly regulated in terms of market ac- cess, pricing and reimbursement. The pressure on the pharma- ceutical industry from healthcare systems and payers to deliver drugs with veriﬁ able patient beneﬁ t increased in 2012. Seen in a positive light, these challenges to pharmaceutical groups pro- mote greater risk-taking and innovation preparedness. The USA’s supervisory and approval body, the FDA, approved 39 new drugs in the 2012 ﬁ nancial year, once again an increase on the previous year. A law which came into force in 2012, the Food and Drug Administration Safety and Innovation Act (FDASIA), enables the FDA to conduct a faster review process. In concrete terms, this means the time from the submission of the new drug application to the FDA’s decision will be shortened. In Germany, the German Act on the Reform of the Market for Medicinal Products (Gesetz zur Neuordnung des Arzneimittel- marktes – AMNOG), a new law introduced in 2011 regulating reimbursement and the pricing of prescription drugs in health- care, was put into practice. The manufacturer will now set the price for a new and innovative drug for one year after it is approved. Following an assessment on whether the product oﬀ ers an additional beneﬁ t or not, the price of the new medicine will be negotiated by the German National Association of Statu- tory Health Insurance Funds and the company. In the event that no additional beneﬁ t can be determined, the new medicine will be part of the lower ﬁ xed-price system (Festbetragssystem). Ac- cording to the German National Association of Statutory Health Insurance Funds (GKV-Spitzenverband), the central representa- tive of the interests of the statutory health insurance and care funds, AMNOG has so far led to a refund being awarded in twelve cases. Research and Development As a specialist in innovative technologies and products in the ﬁ eld of drug development, MorphoSys’s sustainable economic success is largely based on successful R&D. MorphoSys’s tech- nology platforms are continuously being improved and ex- panded with further modules. Additionally, MorphoSys carries out research – principally in the areas of cancer and inﬂ am- matory diseases – on proprietary drug candidates, which have to undergo thorough clinical trials often taking many years. As a research-intensive company, MorphoSys is committed to protecting resources through optimized processes in laboratory work and therefore enabling sustainable economic activity. You can ﬁ nd detailed information on this in the Sustainability Report on pages 42 ﬀ . MorphoSys continually invests in the improvement of its labora- tory equipment in order to preserve its competitiveness in the long-term. The largest investments in 2012 can be found in the following table: 27 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O TAB . 6 /// C AP I TAL EXPENDI T URE ON TANGIBL E A SSE T S IN 2012 ( SEL EC T ION OF MA JOR INVE S T MEN T S ) in 000’s € Protein Analysis System I (Lab Equipment) Analytical Software Electronic Document Management System (Lab Software) Protein Analysis System II (Lab Equipment) Flow Cytometer (Lab Equipment) Gradient Pump (Lab Equipment) 2012 215 167 151 140 115 55 RESEARCH AND DEVEL OPMEN T WI T H PAR T NERS In this business segment, MorphoSys generates and character- izes high-quality antibody drug candidates for its partners, based on its technology platforms. The pipeline with drug candi- dates developed in collaboration with partners made great ad- vances in 2012 and spanned 70 therapeutic antibody programs by the end of year. 16 of these are in clinical development, 20 in preclinical development and 34 in the research phase (see table 4 for changes on the previous year). In the 2012 business year ten programs were added and eight were terminated, leading to an increase by two programs. Altogether the project advances in 2012 fell within MorphoSys’s expectations. Contractually determined research advances, such as the start of clinical trials for a drug, trigger milestone payments to MorphoSys. In March 2012, Novartis conﬁ rmed the start of a phase 1 clinical trial with a HuCAL-based antibody against can- cer, which triggered a milestone payment. A clinical milestone payment followed in May from the pharma- ceutical group Roche, which extended a clinical trial of the Alz heimer compound gantenerumab in pivotal phase 2/3 trial. The trial is evaluating the eﬀ ects of gantenerumab on cognitive abilities as well as the compound’s safety and pharmacokinetic properties in Alzheimer patients in the prodromal or early stage. At this stage of the disease patients only suﬀ er mild cog- nitive impairment and have not yet been diagnosed with Alz- heimer’s. A prognostic test can determine whether the patient is likely to progress to full-blown Alzheimer’s. In addition to these two clinical milestone payments, MorphoSys also received milestone payments on various preclinical pro- grams. Other advances in 2012 brought projects closer to market, for instance the partnerships with Novartis, OncoMed and Janssen Biotech. In the course of the ﬁ rst quarter of 2012, Novartis ad- vanced LFG316, a HuCAL antibody in the ﬁ eld of ophthalmology, to a phase 2 clinical trial. In October 2012, OncoMed began a phase 1b/2 trial in the USA for OMP-59R5 for the primary treat- ment of patients with advanced pancreatic cancer. OMP-59R5 is the most advanced HuCAL antibody program to address a vali- dated signaling pathway in the area of cancer stem cells. MorphoSys’s partner Janssen Biotech began a new phase 2 trial for the HuCAL antibody CNTO1959. The goal of the new trial is to evaluate the safety and eﬃ cacy of CNTO1959 in direct com- parison to ustekinumab (trade name: Stelara), with regard to the reduction of symptoms in active RA despite co-therapy with methotrexate. CNTO1959 is thus now being developed for the two signiﬁ cantly diﬀ erent indications psoriasis and RA. MorphoSys is taking this into account by counting CNTO1959 as two separate phase 2 programs. The termination of programs is unavoidable in drug develop- ment, for example because research results no longer justify the continuation of a project or because partners opt to termi- nate projects on strategic grounds. In 2012, Janssen Biotech discontinued the development of the antibody CNTO888 in the areas of cancer and idiopathic lung ﬁ brosis. PROPRIE TARY R&D AC T IVI T IES – PRODUC T DEVEL OPMEN T In this business segment, MorphoSys evaluates and develops antibody compounds as proprietary products from the early re- search phase to partnering deals with a pharmaceutical com- pany based on clinical results. The increased research eﬀ ort in this segment provides the opportunity for signiﬁ cantly higher milestone payments and royalties on product sales for MorphoSys. 28 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment MorphoSys is currently pursuing four proprietary clinical pro- grams, which are based on three compounds: • MOR103 – a fully human, monoclonal HuCAL antibody in the areas of rheumatoid arthritis and multiple sclerosis, • MOR202 – a fully human, monoclonal HuCAL antibody in the area of multiple myeloma, • MOR208 – a humanized, Fc-optimized, monoclonal antibody in the areas of lymphomas and leukemias. Rheumatology (ACR), the most important symposium in rheu- matology. An additional phase 1 trial carried out in 2012 on the subcuta- neous administration of MOR103 also produced positive results. The compound proved to be safe and well tolerated in this con- venient method of administration and demonstrated an advan- tageous and competitive pharmacokinetic proﬁ le. In September 2012, MorphoSys released data on the clinical phase 1b/2a trial to evaluate its proprietary MOR103 HuCAL antibody in patients with RA. The results underscore the com- pound’s potential to become an important drug in a ﬁ eld with a high therapeutic need. During the randomized, double-blind, placebo-controlled phase 1b/2a trial in 96 patients with mild to moderate pronounced rheumatoid arthritis, the patients were given MOR103 in four, once-weekly doses of 0.3 mg/kg, 1.0 mg/kg or 1.5 mg/kg. The trial was designed to investigate in particular how soon the therapeutic eﬀ ect occurs, and was carried out at 26 clinical trial centers in Germany, the Netherlands, Poland, Bulgaria and Ukraine. The majority of trial participants were treated in parallel with disease-modifying anti-inﬂ ammatories (DMARDs). The primary end-point of the trial was the evaluation of the safety and tolerability of MOR103 in multiple doses in patients with active RA. Secondary endpoint included the assessment of the compound’s pharmacokinetic properties and immunoge- nicity as well as its potential to improve clinical signs and symptoms in RA patients. Therapeutic success was measured by the DAS28, ACR20/50/70 and EULAR assessment criteria. Additionally, the development of synovitis and bone edema was captured by magnetic resonance imaging (MRI) and patient feedback was evaluated. MOR103 was safe and well-tolerated at all doses administered. There were no drug-related serious adverse events. No obvious diﬀ erences in the adverse event rate between the MOR103 and placebo groups were observed. The best response was achieved in the 1.0 mg/kg dose cohort with an ACR20 score of 68 % at week 4, which was signiﬁ cantly higher than in the control arm. The ACR20 value is one of the highest ever seen in a biological RA compound after four weeks of treatment. Of particular importance was the fast onset of action observed: within 2 weeks, up to 40 % of patients achieved an ACR20 score. Improvement of DAS28 scores was rapid and signiﬁ cant over the treatment period of the study. MRI scans revealed a reduction of synovitis according to the RAMRIS system at week 4. The detailed trial results were presented in November at the annual meeting of the American College for These clinical data were expanded by the publication of two research reports that underscore the signiﬁ cant therapeutic potential of the MOR103 program. The reports stem from a commercial agreement with a research department at the Uni- versity of Melbourne and prove that GM-CSF, the underlying target molecule of the MOR103 program, is an important neuro- transmitter for inﬂ ammatory, arthritic and osteoarthritic pain. The current clinical phase 1/2a trial in patients with recurrent/ refractory MM as part of the MOR202 program was continued in 2012. The program’s preclinical database was also further strengthened in 2012. Once antibody-dependent cell-mediated cytotoxicity (ADCC) had been identiﬁ ed as an eﬀ ect mechanism for MOR202 in earlier trials, the compound’s ability to induce the elimination of MM cells in patients via antibody-dependent cellular phagocytosis (ADCP) was also veriﬁ ed. Corresponding data were presented at the annual conference of the American Society of Hematology (ASH) in December 2012. MOR208, an Fc-optimized anti-CD19 antibody successfully com- pleted a phase 1/2a clinical trial. MOR208 demonstrated en- couraging ﬁ rst signs of anti-tumor eﬃ cacy and an acceptable safety and tolerability proﬁ le in intensively treated high risk patients with chronic lymphocytic leukemia (CLL) or small lym- phatic lymphoma (SLL). The data support the compound’s fur- ther development. MorphoSys will now advance the program to phase 2 clinical development in non-Hodgkinʼs lymphoma (NHL) and acute lymphoblastic leukemia (ALL). Furthermore, the possibility of combining MOR208 with other approved therapeutic drugs was investigated in preclinical tri- als. These investigations demonstrated that the small-molecules Bendamustine (Ribomustin®) and Fludarabine (Fludara®), as well as the anti-CD20 antibody Rituximab (Rituxan®) and Ofatu- mumab (Arzerra®), could increase the cytotoxicity of MOR208. The in vitro and in vivo activities of MOR208 were increased in an aggressive lymphoma model of all administered drugs, inde- pendent of their diﬀ erent mechanisms. 29 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O All research results generated in 2012 underpin the potential value of the Company’s proprietary compounds in the corre- sponding areas of disease. PROPRIE TARY R&D AC T IVI T IES – T ECHNOL OGY DEVEL OPMEN T The R&D activities in the ﬁ eld of technology development are intended to secure the Company’s competitive position in its core business and open up new business opportunities. A dedi- cated research team works continuously on the further devel- opment of antibody technologies and on the evaluation of new technology platforms. The beta version of the Ylanthia antibody library – presented in December 2011 at a symposium – was completed in 2012 and put into commercial application. The goal of the Ylanthia devel- opment is to be able to develop antibodies with enhanced prop- erties even faster. Ylanthia, the next-generation antibody plat- form, is intended to replace the HuCAL technology that has so far formed the basis of therapeutic antibody research and de- velopment at MorphoSys. MorphoSys integrated the technology into its research processes in 2012 and began the ﬁ rst thera- peutic programs based on Ylanthia. Additionally, the extension of the strategic commercial agreement with Novartis sets the course for the Ylanthia platform to also facilitate drug develop- ment on behalf of partners. In addition to its eﬀ orts in the antibody sector, MorphoSys started an initiative in 2012 to gain access to technologies from other companies that match its core competencies. MorphoSys announced a commercial agreement in November 2012 with the privately owned biopharmaceutical company Lanthio Pharma, a Dutch company specialized in the research and de- velopment of lantipeptides. Lantipeptides are a new class of therapeutic agents. The LanthioPep technology from Lanthio Pharma is used in the identiﬁ cation of peptides for speciﬁ c target molecules and stabilizes them in the conformation that is optimal for binding. Within the framework of the commer- cial agreement, MorphoSys and Lanthio Pharma began to jointly implement their technologies to produce high-quality and diverse lantipeptide libraries. MorphoSys receives preferred access to the exclusive in-licensing of the LanthioPep tech- nology for compound research. led to the expansion of the product catalogue in the area of research reagents*, in particular the introduction of a com- pletely new product category for the analysis of existing anti- body drugs. Several antibodies developed by AbD Serotec were used by partners in commercial contexts in 2012. *S E E G L O S S A R Y /// pa g e 1 3 4 The sale of substantially all of the AbD Serotec segment, agreed at the end of 2012, had only minor eﬀ ects on the research of MorphoSys as the research activities of the various business ﬁ elds were already established as independent from each other prior to the sale of the division. Commercial Development MorphoSys was able to further strengthen its pipeline in both business segments – Partnered Discovery and Proprietary Development – in the past ﬁ nancial year. At the end of 2012, MorphoSys announced the sale of substantially all of the third business unit, AbD Serotec, to Bio-Rad. The sale of substan- tially all of the AbD Serotec segment enables MorphoSys to con- centrate on its core business, the development of therapeutic antibodies and technologies for drug development. PROPRIE TARY DEVEL OPMEN T Through the development advances achieved in its own pro- grams in 2012, MorphoSys created the basis for future outlicens- ing contracts with pharmaceutical partners. In September 2012 MorphoSys published positive results with respect to the safety and eﬃ cacy of its own antibody MOR103 from a phase 1b/2a study on patients with rheumatoid arthritis. The results underscore the compound’s potential to become an important drug in a ﬁ eld with a high therapeutic need. In November 2012, the Company’s own most advanced com- pound against cancer, MOR208, also met the primary and sec- ondary goals of a phase 1/2a study in patients with chronic lymphocytic leukemia or small lymphatic lymphoma. MOR208 was in-licensed from US ﬁ rm Xencor in 2010. After the phase 1/2a study, MorphoSys will assume sole responsibility and bear the costs for further clinical development. RESEARCH AND DEVEL OPMEN T IN T HE ABD SERO T EC SEGMEN T The research activities at MorphoSys’s AbD Serotec business unit in the 2012 ﬁ nancial year were aimed at gaining access to new products in diagnostics as well as in selected research dis- ciplines, such as veterinary research, innate immunity, neuro- science and stem cell antibodies. Among other things, these In 2012, the activities in the Proprietary Development segment contributed to Group turnover in the form of payments from Novartis for both pre-development programs and compensatory payments for relinquishing options on jointly pursued develop- ment programs. A signiﬁ cant increase in turnover can only be expected with the conclusion of the ﬁ rst out-licensing contracts for the Company’s proprietary projects. 30 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment PAR T NERED DISCOVERY The new contractual agreements reached in 2012 meant the partnership business was strengthened and rendered more ﬂ exible for the purposes of expanding activities. The strategic cooperation with Novartis was decisively extended at the end of 2012. The long-standing collaboration will also proﬁ t from MorphoSys’s new technology platform Ylanthia, which should accelerate the development of new therapeutic antibodies and further improve the alliance’s productivity. At the same time, MorphoSys secured the opportunity to con- clude further licensing agreements with commercial partners based on Ylanthia technology. The contract period was re- tained up to 2017, with an option for Novartis to extend it by another two years. In February 2012, MorphoSys announced the start of an alliance in the ﬁ eld of protein optimization. In the process, the Company is delivering multiple gene libraries based on the Slonomics platform to an undisclosed biopharmaceutical group. Over the three-year duration of the contract, MorphoSys will receive guaranteed annual research services for the preparation of the libraries as well as additional development-dependent mile- stone payments and royalties for products resulting from the collaboration. This agreement was the third deal based on the Slonomics platform and thus increased the return on in- vestment for the technology acquired in the Sloning takeover in 2010. In 2012, the Partnered Discovery division was again a mainstay of revenue for the Group. ABD SERO T EC MorphoSys was able to further strengthen the diagnostics busi- ness of its AbD Serotec division in the reporting year. Among other things, a new product line of anti-drug antibodies was introduced that is specially aimed at the needs of contract research organizations and pharmaceutical groups. Further, MorphoSys was able to sign a licensing agreement with the diagnostics group DiaSorin S.p.A. for two HuCAL antibodies, which will be implemented as recombinant controls for two tests in the ﬁ eld of infectious diseases that are already on the market. MorphoSys agreed to sell substantially all of its segment for re- search-related and diagnostic antibodies AbD Serotec to Bio-Rad for strategic reasons. MorphoSys AG and a subsidiary of Bio-Rad Laboratories Inc., Hercules/California, USA (Bio-Rad Inc.) agreed upon the acqui- sition of all shares of MorphoSys UK Ltd., Oxford, Great Britain (MorphoSys UK) on 16 December 2012 with the notarial authen- tication of 17 December 2012. The agreement comprised all shares in both of MorphoSys UK’s subsidiaries. On 16 Decem- ber 2012, at the time of signing, MorphoSys UK held all of the shares in MorphoSys AbD GmbH, Düsseldorf, Germany and MorphoSys US Inc., Raleigh, USA (MorphoSys US). Additionally, MorphoSys AG and a further subsidiary of Bio-Rad Laboratories Inc. agreed on 16 December 2012 upon the takeover of individ- ual assets (trademarks) of the segment AbD Serotec and a non- exclusive license regarding the use of the HuCAL-Technology for research reagents and diagnostic purposes. On 16 December 2012, after the agreed takeover of the shares in MorphoSys UK by the subsidiary of Bio-Rad Inc., all assets and liabilities attrib- uted to the segment AbD-Serotec of MorphoSys AG were trans- ferred to MorphoSys AbD GmbH. Bio-Rad Inc., Bio-Rad Inc.’s sub- sidiaries including MorphoSys AbD GmbH are hereinafter referred to as „acquirer“ or „Bio-Rad“. The shares in Poole Real Estate Ltd., Poole, GB, were not sold by MorphoSys AG. The completion of the transaction was conditional on the fulﬁ llment of certain obligations. Substantially all of the segment AbD Serotec was transferred at the closing date (10 January 2013) due to the fulﬁ llment of the previously deﬁ ned obligations. Hence, at 31 December 2012 substantially all of the segment AbD Serotec was classiﬁ ed as discontinued operation in accordance to IFRS 5, hereinafter referred to as “discontinued operation”. Assets, liabili- ties, ﬁ nancial position and proﬁ t or loss are shown in accor- dance with IFRS 5 as well. The remaining part of AbD Serotec, which was not subject to the transaction, was classiﬁ ed as “con- tinued operation”, along with the segments Partnered Discovery and Proprietary Development at the balance sheet date. The presentation of the net assets, ﬁ nancial position and results of operations of the MorphoSys Group follows the basic concept of IFRS 5 in this respect. Bio-Rad, as an international producer and provider of life sci- ence research tools and diagnostic products acquired substan- tially all of MorphoSys’s discontinued operation AbD Serotec for € 53 million in total. The amount comprises the purchase price, a compensation for cash reserves accounting for € 5.3 million as well as a license fee. Due to the sale of the non-ex- clusive license, MorphoSys will generate additional sales in 2013 and expects impact also in the following years. Further information about the ﬁ nancial results of the transaction is described in the ﬁ nancial report. 31 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment The MorphoSys Share The 2012 ﬁ nancial year was extraordinarily successful for MorphoSys. Based on excellent corporate development, MorphoSys was the second-best performer in the TecDAX*, with a share price increase of 67 %. In the reporting year, the share price reacted particularly well to positive news on proprietary drug development programs such as MOR103. The TecDAX increased by 18 % in the same period and the NASDAQ Biotechnology Index rose by 30 %. trading volume of € 1.8 million in the previous year. On the TecDAX, the average number of shares traded sank by almost 50 %. However, MorphoSys further strengthened its position in the TecDAX index, which includes the 30 largest technology stocks on the Frankfurt Stock Exchange. At the end of 2012, the Company was able to improve its position based on market capitalization* to 12th place (year-end 2011: rank 14) and its position based on trading volume to 14th place (year-end 2011: rank 20). *S E E G L O S S A R Y /// pa g e 1 3 4 In the USA capital market, sentiment towards biotechnology companies was especially positive, where biotechnology shares have been among the best investments over the last 18 months. The reason for this lies in rich development pipelines and various approvals – ﬁ ve out of ten of the top-selling drugs are now of biotechnology origin. MorphoSys therefore further expanded its investor relations activities in the US market during 2012. L IQUIDI T Y AND INDEX MEMBERSHIP In 2012, the average daily trading volume of MorphoSys’s stock slightly decreased to € 1.6 million, compared to an average daily SHARE C API TAL The share capital increased to 23,358,228 shares resulting from the exercise of 246,061 stock options and convertible bonds. Up to 2010, MorphoSys issued stock options and non- interest-bearing convertible bonds as part of its employee participation program. In 2011, this was switched to a perfor- mance share plan. The Company repurchases shares for this on an annual basis. The program is described in detail from page 67 of this annual report. During 2012, no new stock options or convertible bonds were issued to employees or man- agement. T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O F IG . 5 /// T HE MORPHO S Y S SHARE (1 JANUAR Y 2012 = 10 0 %) 200 180 160 140 120 100 80 60 m o r p h o s y s n a s d a q b i o t e c h n o l o g y i n d e x t e c d a x HIGHES T LEVEL /// +72.8 % 12/19/2012 + 27.6 % 09/21/2012 L OWES T LEVEL /// -7.8 % 06/04/2012 PUBL ICAT ION of clinical results from MOR103 /// +10.9 % 09/20/2012 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 32 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment TAB . 7 /// K E Y DATA F OR T HE MORPHO S Y S SHARE (AS OF 31 DEC EMBER OF E A C H Y E AR ) in € million (if not stated otherwise) Total Stockholdersʼ Equity Number of Shares Issued (Total) Market Capitalization Closing Price in € (Xetra) Average Daily Trading Volume (in € million) Average Daily Trading Volume (in % of Share Capital) 2012 202.0 2011 197.1 2010 185.9 2009 173.9 2008 162.0 23,358,228 23,112,167 22,890,252 22,660,557 22,478,787 685 29.30 1.6 0.28 405 17.53 1.8 0.38 424 18.53 1.1 0.26 386 17.04 1.3 0.34 421 18.75 1.9 0.57 Human Resources GROUP HEADCOUN T DEVEL OPMEN T Motivated, creative and excellently trained employees form the basis of MorphoSys’s business success. On 31 December 2012, 421 people were working for MorphoSys world-wide (31 Decem- ber 2011: 446), of which 142 held a PhD (31 December 2011: 147). On average, the MorphoSys Group employed 422 people in 2012 (2011: 461). In the competition for the best employees MorphoSys wants to present itself as an attractive employer with competitive remu- neration. For this reason, a yearly benchmarking process relat- ing to remuneration paid in the biotechnology sector and other industries is carried out, and the salary structure is adjusted to match, if necessary. Additional remuneration in the form of a performance-related bonus system adds to the basic salary. The bonus is linked to the achievement of both individual and Com- pany goals. Equity-based and proﬁ t-participation programs involve the employees in the operational and ﬁ nancial develop- ment of the Company. The Sustainability Report on pages 47 through 48 provides a detailed overview of workforce develop- ment and MorphoSys’s activities with regard to the long-term success of the human resources policy. GROWING IN T ERNAT IONAL INVES T OR BASE In the reporting year, MorphoSys received various notiﬁ cations pursuant to sec. 21, sec. 25 and sec. 26 of the German Securi- ties Trading Act (Wertpapierhandelsgesetz – WpHG). These were published on our website at www.morphosys.com > Media & In- vestors > Stock Information > Shareholder Structure. The number of international investors has once again increased. Massachusetts Mutual Life Insurance (Oppenheimer Funds) is currently the largest single investor with a 7.3 % share. In the course of the year, the Biotech Value Fund (BVF) also acquired a share of 6.1 %. A current overview of the shareholder structure can be re- quested on the Company’s website at www.morphosys.com > Media & Investors > Stock Information > Shareholder Structure. INVES T OR REL AT IONS AC T IVI T IES In the 2012 ﬁ nancial year, MorphoSys intensiﬁ ed its dialog with the capital market. MorphoSys presented itself at 14 interna- tional investor conferences and a large number of roadshows and one-on-ones in Europe and the USA. The greatest interest came from US-based investors, where a large number of special- ized healthcare investors are located. Topics such as the ad- vancement and success probability of drug programs as well as the further development of new technology platforms reso- nated most with investors. At the end of the year, ten analysts covered MorphoSys (2011: eleven analysts). In the 2012 ﬁ nancial year, WestLB terminated its business activities and thus also its reporting on MorphoSys. 33 G R O U P M A N A G E M E N T R E P O R T / / / Operations and Business Environment F IG . 6 /// T O TAL HEAD COUN T OF T HE MORPHO S Y S GROUP ( 31 DEC EMBER ) 2008 2009 2010 2011 2012 0 50 100 150 200 250 300 350 400 450 500 * Thereof headcount of discontinued operations: 135 F IG . 7 /// EMPL O Y EE S* BY REGION ( 31 DEC EMBER ) t o ta l h e a d c o u n t 2 0 1 2 : 4 2 1 t o ta l h e a d c o u n t 2 0 1 1 : 4 4 6 334 404 464 446 421* T N E M N O R I V N E S S E N I S U B D N A S N O I T A R E P O 328 352 75 74 18 20 2012 2011 2012 2011 2012 2011 Germany United Kingdom USA * Sale of research and diagnostic segment AbD Serotec not considered G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 34 F IG . 8 /// EMPL O Y EE S* BY SEGMEN T AND F UNC T ION ( 31 DEC EMBER ) By Segment Proprietary Development Partnered Discovery Abd Serotec Unallocated 54 67 t o ta l h e a d c o u n t 421 446 184 135 199 140 446 421 143 278 145 301 By Function Employees in S, G&A Employees in R&D 48 40 2012 2011 2012 2011 * Sale of research and diagnostic segment AbD Serotec not considered Results of Operations, Financial Situation and Balance Sheet At the end of 2012 MorphoSys announced the sale of substan- tially all of the AbD Serotec segment to Bio-Rad. A description of the transaction can be found on page 30 of this report. On 31 December 2012, substantially all of the AbD Serotec segment represents a discontinued operation in the context of IFRS 5. The segments Partnered Discovery, Proprietary Development and the continued operation of the AbD Serotec segment therefore qualiﬁ ed as continued operations as of the balance sheet date. Revenues Compared to the previous year, Group revenues from continu- ing operations decreased by 37 % to € 51.9 million (2011: € 82.1 million). This decrease resulted primarily from lower success- based payments received in the ﬁ nancial year 2012. In 2011, MorphoSys received a one-time technology milestone payment from Novartis in relation to the successful installation of the HuCAL antibody platform in the Novartis Institutes for BioMedical Research. Overall, the revenues from funded research and licensing fees decreased in the continued opera- tions Partnered Discovery and Proprietary Development com- pared to the previous year. The continuing operations of the segments Partnered Discovery and Proprietary Development contributed (prior to the elimi- nation of inter-segment eﬀ ects) € 44.7 million and € 7.0 million (2011: € 79.3 million and € 2.4 million) respectively to Group turnover. The discontinued operations of AbD Serotec generated revenues of € 17.7 million in 2012 (2011: € 18.7 million). The continued operations of the AbD Serotec segment contributed T E E H S E C N A L A B D N A N O I T A U T I S L A I C N A N I F , S N O I T A R E P O F O S T L U S E R G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 35 € 0.3 million (2011: € 0.6 million) to Group turnover. In 2012, inter-segment revenues in the amount of € 0.04 million were eliminated between the segments AbD Serotec and Partnered Discovery (2011: € 0.3 million). Group revenues due to the application of IFRS 5, and are pre- sented as revenue from discontinued operations (2011: € 18.7 million). As of 31 December 2012, orders in the amount of € 0.7 million were classiﬁ ed as back orders in the segment (2011: € 0.8 million). Operating Expenses Total operating expenses decreased in 2012 by 30 % to € 49.8 million (2011: € 70.8 million). This reduction of € 21.0 million was due to research and development (R&D) expenses decreas- ing by 33 % or € 18.2 million as well as the reduction of sales, general and administrative (S, G&A) expenses by 19 % or € 2.8 million to € 12.1 million. The discontinued operations of AbD Serotec incurred operating expenses of € 18.1 million in 2012 (2011: € 18.3 million). € 6.2 million of this amount arose from cost of goods sold (2011: € 7.0 million). Operating expenses in the Partnered Discovery segment decreased to € 21.8 million (2011: € 23.7 million) and in the Proprietary Development seg- ment they decreased by 48 % to € 18.1 million (2011: € 35.0 million). In the AbD Serotec segment, operating expenses de- creased by 4 % to € 17.6 million (2011: € 18.4 million). Assum- ing constant foreign exchange rates at the average rate of 2011, operating expenses in AbD Serotec would have amounted to € 16.7 million. Stock-based compensation expenses are embedded in cost of goods sold (COGS), S, G&A and R&D expense amounts. Stock- based compensation in 2012 amounted to € 1.3 million (2011: € 1.5 million) and is a non-cash charge. COS T OF GOODS S OL D COGS is composed of the discontinued operations of AbD Serotec’s cost of goods sold in 2012 and – compared to the same period of the previous year – decreased by 11 % from € 7.0 mil- lion to € 6.2 million. The gross margin for the AbD Serotec seg- ment increased slightly to 65 % (2011: 64 %). Geographically, MorphoSys generated 5 % or € 2.7 million of its commercial revenues with biotechnology and pharmaceutical companies and non-proﬁ t organizations located in North Amer- ica, and 95 % or € 49.2 million with customers mainly located in Europe and Asia. In the same period of the previous year, these percentages amounted to 6 % and 94 %, respectively. The rela- tively higher contribution of European revenues to Group rev- enues mainly reﬂ ects the contribution from MorphoSys’s larg- est customer Novartis. PAR T NERED DIS COVERY AND PROPRIE TARY DEVEL OPMEN T SEGMEN T S Revenues from the Partnered Discovery segment included € 42.7 million of funded research and licensing fees (2011: € 46.6 million) as well as € 1.9 million (2011: € 32.7 million) in success-based payments. The success-based payments con- tributed 4 % (2011: 40 %) of the total revenues from the segments Partnered Discovery and Proprietary Development. Funded research and licensing fees decreased due to the fact that most of MorphoSys’s collaborations were concluded as planned and contractually agreed. The main reason for the high revenues from success-based payments achieved in 2011 was a unique technology milestone from Novartis for the installation of the HuCAL technology. Revenues of the Proprietary Development segment included € 7.0 million (2011: € 2.4 million) of funded research. The revenues of the Proprietary Development segment contained a one-oﬀ payment from Novartis. Around 97 % of Group revenues arose from the Company’s three largest alliances with Novartis, Pﬁ zer and Roche (2011: 94 % with Novartis, Daiichi Sankyo and Pﬁ zer). Assuming constant foreign exchange rates at the average rate of 2011, revenues in the Partnered Discovery and Proprietary Development segments would have amounted to € 51.3 million. ABD SERO T EC SEGMEN T Compared to the same period in the previous year, segment revenues from AbD Serotec decreased in 2012 by 7 % or € 1.3 mil- lion to € 18.0 million (2011: € 19.3 million). Assuming constant foreign exchange rates at the average rate of 2011, revenues in the AbD Serotec segment would have amounted to € 17.0 mil- lion. Revenues in the amount of € 17.7 million from the discon- tinued operations of AbD Serotec were not included in the G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 36 F IG . 9 /// DIS T RIBU T ION OF R&D EXPENSES ( IN MIL L ION € ) t e c h n o l o g y d e v e l o p m e n t e x p e n s e s r & d e x p e n s e s o n b e h a l f o f pa r t n e r s p r o p r i e ta r y d e v e l o p m e n t e x p e n s e s Total R&D: 37.7 3.6 16.0 33.9 19.1 2.9 Total R&D: 55.9 0.5 27.1 20 0 8 2 0 0 9 19.1 19.2 0.7 18.1 2 0 1 2 1 1 0 2 2010 25.9 18.9 2.1 Total R&D: 27.6 Total R&D: 39.0 Total R&D: 46.9 RESEARCH AND DEVEL OPMEN T EXPENSES In 2012, expenses for research and development decreased by € 18.2 million to € 37.7 million (2011: € 55.9 million). This was mainly due to the reduction of costs for external laboratory funding (2012: € 7.2 million; 2011: € 18.3 million), for personnel (2012: € 17.9 million; 2011: € 20.7 million), and for consumables (2012: € 1.5 million; 2011: € 3.3 million). In 2012, external studies in connection with the proprietary antibody program MOR103 were ﬁ nished, while in 2011 this proprietary program triggered additional costs due to the advanced status of the project. The discontinued operations of AbD Serotec incurred research and de- velopment expenses of € 1.8 million in 2012 (2011: € 1.6 million). In 2012, the Company incurred costs for proprietary product de- velopment of € 18.1 million (2011: € 35.0 million). In 2011, this amount contained segment allocations for technology develop- ment in the amount of € 1.1 million. Total costs for technology development amounted to € 3.6 million (2011: € 2.9 million). SAL ES, GENERAL AND ADMINIS T RAT IVE EXPENSES Compared to the same period of the previous year, sales, gen- eral and administrative expenses decreased by 19 % or € 2.8 mil- lion to € 12.1 million (2011: € 14.9 million) mainly due to lower personnel costs of € 0.6 million and lower expenses for external services of € 1.7 million. The discontinued operations of AbD Serotec incurred sales, general and administrative expenses of € 10.0 million in 2012 (2011: € 9.7 million). Other Income/Expenses Other income amounted to € 0.4 million (2011: € 0.5 million) and predominantly comprised funding from public authorities and currency gains, whilst other expenses of € 0.1 million (2011: € 2.0 million) primarily resulted from foreign-exchange losses. The discontinued operations of AbD Serotec incurred other expenses of € 0.2 million in 2012 (2011: € 0.1 million). G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 37 T E E H S E C N A L A B D N A N O I T A U T I S L A I C N A N I F , S N O I T A R E P O F O S T L U S E R EBIT Earnings before interest and taxes (EBIT) of continued opera- tions amounted to € 2.5 million; in 2011, EBIT amounted to € 9.8 million. EBIT of the continued operations of the segments Partnered Discovery and Proprietary Development amounted to € 23.0 million (2011: € 55.7 million) and € -11.0 million (2011: € –32.2 million), respectively. The AbD Serotec segment re- ported EBIT of € 0.3 million (2011: € 0.9 million); assuming con- stant foreign exchange rates at the average rate of the twelve months of 2011, this proﬁ t would have amounted to € 0.2 mil- lion. After deduction of transaction costs directly attributable to the sale of the AbD Serotec business, the discontinued opera- tions generated an EBIT of € -0.6 million in 2012 (2011: € 0.3 million). resulting from banking fees and losses on foreign-exchange derivatives. The discontinued operations of AbD Serotec incurred ﬁ nance expenses of € 0.1 million in 2012 (2011: € 0.1 million). Taxes In 2012, the continued operations reported income tax expenses in the amount of € 0.7 million (2011: € 3.0 million). This line item mainly comprised current tax expenses in the amount of € 1.1 million (2011: € 3.3 million) as well as deferred tax income in the amount of € 0.4 million (2011: € 0.3 million). The discontin- ued operations incurred income tax income of € 0.2 million in 2012 (2011: income tax expense of € 0.2 million). Finance Income/Expenses Net Proﬁ t Finance income amounted to € 0.7 million (2011: € 1.5 million) and primarily included realized gains on marketable securities sold in the reporting period as well as interest income. Finance expenses amounted to € 0.1 million (2011: € 0.1 million) mainly In the ﬁ scal year 2012, a net proﬁ t after taxes of € 2.4 million was achieved for continued operations (2011: € 8.2 million). After deduction of transaction costs directly attributable to the sale of the AbD Serotec business, the discontinued operations reported a net loss of € 0.4 million (2011: net proﬁ t of € 0.01 million). Multiple-Year Overview – Results of Operations TAB . 8 /// MULT IPL E-Y EAR O VERVIEW – RE SULT S OF OPERAT IONS in million € Revenues Cost of Goods Sold Gross Proﬁ t Research & Development Expenses Sales, General and Administrative Expenses Other Operating Income2 EBIT2, 3 Non-operating Income/Expenses2 Income Tax Expenses Proﬁ t for the Year from Continuing Operations (Loss)/Proﬁ t for the Year from Discontinued Operations1 Consolidated Net Proﬁ t 20121 20111 2010 2009 2008 51.9 0.0 51.9 37.7 12.1 0.3 2.5 0.6 (0.7) 2.4 (0.4) 1.9 82.1 0.0 82.1 55.9 14.9 (1.5) 9.8 1.4 (3.0) 8.2 0.0 8.2 87.0 7.3 79.7 46.9 23.2 0.2 9.8 3.4 (4.0) 9.2 0.0 9.2 81.0 6.7 74.3 39.0 23.9 0.1 11.4 1.6 (4.1) 9.0 0.0 9.0 71.6 7.1 64.5 27.6 20.5 – 16.4 1.6 (4.8) 13.2 0.0 13.2 1 Due to the in December 2012 agreed divestment of substantially all of the AbD Serotec segment, all transaction-related items of 2012 and 2011 will be presented in the position “Proﬁ t/loss from discontinued operations”. All other items contain the values of continued operations. See also the Notes to the Financial Statements No. 17. 2 To increase the comparability with its peer group, MorphoSys has changed the structure of its proﬁ t- and loss statement in 2012, showing now EBIT instead of proﬁ t from operations. For further details please refer to section 2.1. of the Notes to the Financial Statements. 3 2008 – 2010: Proﬁ t from Operations G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 38 Financial Situation F INANC IAL MANAGEMEN T PRINC IPL ES The most important objective of ﬁ nancial management at MorphoSys is to provide suﬃ cient liquidity reserves for indus- try-speciﬁ c ﬂ uctuations and for the Group’s continued growth at all times. The most important sources of liquidity are the oper- ating business activities of the individual Group segments and the resulting cash inﬂ ows. Scenarios and cash-ﬂ ow planning are used to determine the liquidity requirements. C A SH F L OWS Net cash inﬂ ow from operations in 2012 amounted to € 1.8 mil- lion (2011: € 27.1 million). Of this amount, a net cash inﬂ ow of € 1.0 million resulted from the discontinued operations in 2012 (2011: € 1.6 million), while the continued operations generated a cash inﬂ ow from operations of € 0.7 million in 2012 and € 25.4 million in 2011. Investment activities resulted in a cash outﬂ ow in the amount of € 12.1 million (2011: € 18.1 million), of which a cash outﬂ ow of € 0.3 million (2011: € 0.6 million) occurred from the discon- tinued operations and € 11.8 million (2011: € 17.5 million) from continued operations. Financing activities generated a cash inﬂ ow of € 1.6 million in 2012 (2011: € 1.3 million), which was fully attributable to contin- ued operations. INVES T MEN T S MorphoSys’s investment in property, plant and equipment mainly focused on laboratory equipment (see table No. 6) and amounted to € 1.0 million in ﬁ scal year 2012 (2011: € 2.3 million). Deprecia- tion of property, plant and equipment in 2012 amounted to € 2.3 million compared to € 2.4 million in 2011. In 2012, an impairment in the amount of € 0.2 million was recognized for property, plant and equipment of the Proprietary Development segment. Investments in the amount of € 0.3 million (2011: € 0.6 million) as well as depreciation in the amount of € 0.5 million (2011: € 0.6 million) were attributable to discontinued operations. In 2012, the Company invested € 1.3 million in intangible as- sets (2011: € 1.3 million). Amortization of intangible assets in 2012 amounted to € 4.0 million, and was below the level of the previous year (2011: € 4.3 million). In 2011, an impairment of € 0.2 million for intangible assets of the Proprietary Development segment was recognized. Investments in the amount of € 0.2 million (2011: € 0.1 million) as well as amortization in the amount of € 0.5 million (2011: € 0.5 million) were attributable to discon- tinued operations. L IQUIDI T Y As of 31 December 2012, the Company held € 120.4 million in cash, cash equivalents and available-for-sale ﬁ nancial assets, compared to a year-end 2011 balance of € 134.4 million. This decrease in liquidity was mainly impacted by the allocation of an interest-bearing transferable loan amounting to € 10.0 mil- lion. Furthermore, cash in the amount of € 5.3 million was attrib- uted to the disposal group classiﬁ ed as held for sale in 2012. Multiple-Year Overview – Financial Situation TAB . 9 /// MULT IPL E-Y EAR O VERVIEW – F INANC IAL SI T UAT ION in million € 2012 2011 2010 2009 2008 Net Cash Provided by/(Used In) Operating Activities1 Net Cash Provided by/(Used in) Investing Activities Net Cash Provided by/(Used in) Financing Activities1 Cash and Cash Equivalents (as of 31 December)2 Available-for-sale Financial Assets 1.8 (12.1) 1.6 40.7 79.7 27.1 (18.1) 1.3 54.6 79.8 1.9 (2.0) 2.3 44.1 64.3 (1.0) 0.6 1.4 41.3 93.9 28.6 (39.3) 2.5 40.1 97.8 1 In 2011, purchases of derivative ﬁ nancial instruments and proceeds from disposal of derivative ﬁ nancial instruments have been reclassiﬁ ed within the cash ﬂ ow statement from ﬁ nancing activities to operating activities. To provide comparative information for the prior year, the ﬁ gures for the year 2010 have been adjusted accordingly. 2 In 2012, cash in the amount of € 5.3 million was attributed to the disposal group classiﬁ ed as held for sale. G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 39 T E E H S E C N A L A B D N A N O I T A U T I S L A I C N A N I F , S N O I T A R E P O F O S T L U S E R Balance Sheet ASSE T S Total assets amounted to € 224.3 million as of 31 December 2012, and were € 4.1 million below the value as of 31 Decem- ber 2011 (€ 228.4 million). The decrease in current assets by € 11.0 million was mainly a result of a decrease in accounts re- ceivable from continued operations in the amount of € 1.6 mil- lion and the reclassiﬁ cation of current assets in the amount of € 10.9 million to the line item “assets of disposal group classi- ﬁ ed as held for sale”. The decrease in cash and marketable secu- rities by € 8.7 million and the decrease in prepaid expenses and other current assets from continued operations by € 0.6 mil- lion were mainly oﬀ set by the allocation of an interest-bearing transferable loan amounting to € 10.0 million, which is presented under other receivables. Compared to 31 December 2011, non- current assets decreased by € 33.1 million, mainly as a result of the depreciation of property, plant, and equipment in the amount of € 1.7 million, the amortization of licenses and pat- ents in the amount of € 2.0 million and € 1.0 million, respec- tively, as well as the reclassiﬁ cation of non-current assets in the amount of € 30.0 million to the line item “assets of disposal group classiﬁ ed as held for sale”. As of 31 December 2012, the investment in Lanthio Pharma B.V., a privately led company located in Groningen in the Netherlands, in the amount of € 0.9 million was accounted for as “available-for-sale ﬁ nancial as- set”. As of the balance sheet date 31 December 2012, the Group holds a percentage of 19.98 % in the share capital of Lanthio Pharma B.V. As of 31 December 2012, the Company reported “assets of dis- posal group classiﬁ ed as held for sale” in the amount of € 40.9 million. This line item mainly included cash in the amount of € 5.3 million, inventories in the amount of € 2.8 million as well as accounts receivable in the amount of € 1.7 million from dis- continued operations of the AbD Serotec segment. Furthermore, goodwill in the amount of € 26.8 million, property, plant, and equipment amounting to € 1.5 million as well as know-how and customer lists amounting to € 1.0 million were reclassiﬁ ed to this line item. As of 31 December 2011, the “assets of disposal group classiﬁ ed as held for sale” also comprised the property held by the aﬃ liate Poole Real Estate Ltd., Poole, UK, with a carrying amount of € 0.8 million. In March 2012, MorphoSys accomplished the sale of the property for € 0.8 million. penses as well as tax liabilities by € 6.0 million and € 2.2 mil- lion, respectively. Compared to 31 December 2011, accrued expenses for external laboratory funding decreased by € 3.7 million to € 2.9 million, while accrued expenses for personnel- related costs decreased by € 1.3 million to € 3.8 million. As of 31 December 2012, current liabilities in the amount of € 3.3 million from the discontinued operations of the AbD Serotec segment were reclassiﬁ ed to the line item “liabilities of disposal group classiﬁ ed as held for sale”. The decrease in non-current liabilities in 2012 by € 0.9 million to € 6.6 million resulted mainly from deferred tax liabilities which decreased by € 0.4 million. In addition, non-current lia- bilities in the amount of € 0.4 million from the discontinued operations of the AbD Serotec segment were reclassiﬁ ed to the line item “liabilities of disposal group classiﬁ ed as held for sale”. The line item “liabilities of disposal group classiﬁ ed as held for sale” reported as of 31 December 2012, in the amount of € 3.7 million is primarily composed of accounts payable, accrued ex- penses and accruals amounting to € 2.4 million, deferred reve- nues amounting to € 0.4 million as well as deferred tax liabilities amounting to € 0.4 million. EQUI T Y Total Group equity amounted to € 202.0 million as of 31 Decem- ber 2012, compared to € 197.1 million as of 31 December 2011. As of 31 December 2012, the total number of shares issued amounted to 23,358,228, of which 23,102,813 were outstanding (31 December 2011: 23,112,167 and 22,948,252 shares). The increase of shares outstanding by 154,561 arose from the net eﬀ ect of exercised stock options and convertible bonds issued to members of the Management Board and employees (246,061 shares) and a repurchase of the Company’s own shares (91,500 shares). In April 2012, the Company repurchased 91,500 MorphoSys shares on the stock market and increased the amount of trea- sury shares accordingly. The shares will be used to implement the Company’s long-term incentive plan for management. Financing L IABIL I T IES The decrease in current liabilities from € 23.8 million as of 31 December 2011, to € 11.9 million as of 31 December 2012, mainly arose from a decrease in accounts payable, accrued ex- As of 31 December 2012, the equity ratio of the Company amounted to 90 %, compared to an equity ratio of 86 % as of 31 December 2011. The Company is currently not ﬁ nanced via ﬁ nancial debt. G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 40 Multiple-Year Overview – Balance Sheet Structure TAB . 10 /// MULT IPL E-Y EAR O VERVIEW – BAL ANC E SHEE T S T RUC T URE in million € 12/31/2012 12/31/2011 12/31/2010 12/31/2009 12/31/2008 Assets Current Assets Non-current Assets Assets of Disposal Group Classiﬁ ed as Held for Sale Total Equity and Liabilities Current Liabilities Total Non-current Liabilities Liabilities of Disposal Group Classiﬁ ed as Held for Sale Equity Total 142.9 40.6 40.9 224.3 11.9 6.6 3.7 202.0 224.3 153.9 73.7 0.8 228.4 23.8 7.5 0 197.1 228.4 132.5 77.3 0 209.8 21.4 2.5 0 185.9 209.8 155.6 50.5 0 206.1 24.3 7.9 0 173.9 206.1 150.1 53.2 0 203.3 27.4 13.9 0 162.0 203.3 Off-Balance Sheet Financing MorphoSys is not involved in any oﬀ -balance sheet ﬁ nancing instruments such as the sale of receivables, asset-backed bonds, sale-and-lease-back transactions or contingent liabilities in relation to special purpose entities not consolidated. Credit Rating MorphoSys is not currently being assessed on its credit-wor- thiness. Comparison of the Actual Business Results with Forecasts MorphoSys demonstrated a solid ﬁ nancial performance in the 2012 reporting year. In the fourth quarter, the Company slightly reduced the turnover goal it published at the beginning of 2012. This was in part due to the ﬁ rst commercial agreement for the Ylanthia platform being concluded later than expected. The reported Group turnover of € 51.9 million does not include the turnover of the discontinued operation amounting to € 17.7 mil- lion, which is disclosed separately as discontinued operations in accordance with the IFRS 5 accounting standard. The Management’s General Assess- ment of Business Performance The Management Board can once again look back on a very solid performance of the MorphoSys Group in the 2012 ﬁ nan- cial year. The majority of the goals it set at the start of 2012 have been met. Marketing of the Ylanthia platform began very late in the reporting year and some milestone payments were delayed. Excluding the turnover from the AbD Serotec segment, which is disclosed separately as discontinued operations in the Group Consolidated Financial Statements owing to the sale of the segment to Bio-Rad, the turnover of the MorphoSys Group for 2012 amounts to € 51.9 million, 37 % below the likewise adjusted comparison value in the previous year. The unfavorable com- parison to the 2011 annual turnover derives from the one-time milestone payment from Novartis in the ﬁ rst quarter of 2011 related to the installation of the HuCAL antibody platform at the Novartis Institutes for BioMedical Research in Basel, Switzer- land. As targeted for 2012, the Company remained proﬁ table with operating proﬁ ts of € 2.5 million. The equity quota of 90 %, a liquidity position of € 130.4 million (including an inter- est bearing and assignable loan in the amount of € 10.0 mil- lion, excluding € 5.3 million in the discontinued operation) as well as no ﬁ nancial debt whatsoever testify to the Company’s thoroughly solid ﬁ nancial situation. G R O U P M A N A G E M E N T R E P O R T / / / Results of Operations, Financial Situation and Balance Sheet 41 TAB . 11 /// COMP ARI S ON OF AC T UAL BUSINE SS RE SULT S WI T H F OREC A S T S 2012 Goals 2012 Achievements Financials Group revenues of € 70 – 75 million (originally € 75 – 80 mil- lion, adjusted in November 2012) Group revenues of continuing operations € 51.9 million (AbD Serotec segment revenues are disclosed separately as discontinued operation at € 17.7 million) Investments in proprietary R&D amounting to € 20 – 25 million Investments in proprietary R&D amounting to € 21.7 million AbD Serotec proﬁ t margin of approx. 6 – 8 % EBIT of € 1 – 5 million AbD Serotec proﬁ t margin of 2 %. The agreed sale of AbD Serotec caused additional transaction costs, which reduced the proﬁ t margin. EBIT of continuing operations of € 2.5 million (EBIT of AbD Serotec segment is disclosed separately as discontinued operation at € – 0.4 million) Proprietary R&D MOR103: • Conclusion of phase 1b/2a trial on patients with rheuma- MOR103: • Publication of positive data from phase 1b/2a trial and toid arthritis and presentation of clinical results • Continuation of phase 1b safety trial for multiple sclerosis as a second indication presentation of clinical results at the annual meeting of the American College for Rheumatology (ACR) • Continuation of phase 1b trial with increasing dosage for • Evaluation of subcutaneous formulation multiple sclerosis MOR202: Continuation of phase 1/2a trial in multiple myeloma MOR208: • Conclusion of Xencor-sponsored phase 1 trial on CLL/SLL patients • Positive results from phase 1 trial of subcutaneous delivery MOR202: Continuation of phase 1/2a trial in multiple myeloma. It could be veriﬁ ed that MOR202 is able to induce the elimination of MM cells in patients also via antibody-dependent cellular phagocytosis (ADCP) in vitro; presentation of corresponding data at the American Society of Hematologyʼs 2012 annual confer- ence (ASH) MOR208 • Successful conclusion of phase 1/2a trial with encouraging ﬁ rst signs of anti-tumor eﬃ cacy and an acceptable safety and compatibility proﬁ le; further clinical development under sole responsibility of MorphoSys • Start of MorphoSys-sponsored trials in NHL and ALL • Trials in NHL and ALL in preparation; approvals for start of Partnered Pipeline Continuation of development programs with partners 1 – 3 IND ﬁ lings in 2012 phase 2 studies received in 2012/planned start in April 2013 • Net increase of 2 partner programs • Roche phase 3 milestone • Further project advances in the collaborations with Novartis, OncoMed and Janssen Biotech, partly with preclinical and clinical milestone payments One partner program from Novartis started clinical development AbD Serotec Proﬁ table growth and focus on diagnostics market • Decrease in revenues and proﬁ t – a diﬃ cult market environ- ment and the sale in the fourth quarter of 2012 had impact on the annual result • Increase in number of HuCAL-based tests in clinical diagnos- tics, e.g. in the ﬁ eld of infectious diseases and pregnancy- related diagnostics T E E H S E C N A L A B D N A N O I T A U T I S L A I C N A N I F , S N O I T A R E P O F O S T L U S E R 42 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report The greatest contribution to business success was once again generated by the Company’s Partnered Discovery segment. Based on the positive ﬁ nancial performance of this business segment, MorphoSys could continue to invest in its proprie- tary product and technology development. Despite the further investment increases, the Company showed solid operating proﬁ ts. Investments in research and development are also reﬂ ected in a more mature product pipeline. In particular, MorphoSys’s pro- prietary compounds demonstrated pleasing progress, with ini- tial clinical eﬃ cacy data on MOR103 and the advancement of a further drug candidate, MOR208, to phase 2 clinical develop- ment. With gantenerumab, a HuCAL program reached a phase 3 trial for the ﬁ rst time in 2012. There are currently 20 programs in clinical evaluation, four of which are proprietary. The AbD Serotec business segment did not meet its growth expectations due to a challenging market environment in 2012. The demand in the research and diagnostics markets was par- ticularly negatively inﬂ uenced in Europe and the USA. However, the segment made pleasing gains in market coverage with an increasing number of HuCAL-based tests in clinical diagnostics. Accounting Judgments No accounting policies were applied or related options exercised in the Consolidated Financial Statements 2012 that diﬀ er from those in prior years and that, if applied or exercised diﬀ erently, would have had a material eﬀ ect on the results of operations, ﬁ nancial situation, and balance sheet structure. Information on the eﬀ ects of the use of estimates, assumptions, and judgments by the management can be found in the Notes to the Consolidated Financial Statements. Sustainability Report For MorphoSys, sustainability means being economically suc- cessful as a company and satisfying the highest environmental and social standards in the process. This conviction under- pins all business processes and helps to ensure MorphoSys’s long-term commercial success. This Sustainability Report out- lines MorphoSys’s ecological and social responsibility to current and future generations as well as the measures taken to fulﬁ ll these responsibilities. Information on MorphoSys’s management structure and corporate governance practices can be found in the Corporate Governance Report. Sustainable Corporate Management at MorphoSys Sustainable and responsible behavior is a hallmark of MorphoSysʼs corporate management. The goal as a biopharma- ceutical company is to continuously develop more eﬀ ective and safer drugs and diagnostics. The eﬀ ort to create meaning- ful added value for society is reﬂ ected in the Companyʼs core objectives. In daily operations, value is placed on always work- ing in harmony with strict ecological and social principles. For this reason, MorphoSys follows a business model aimed at sus- tainable growth, which protects the interests of its sharehold- ers, creates long-term value and evaluates processes with regard to their eﬀ ects on the environment, society, patients and em- ployees. An HR policy that takes the concerns of employees seri- ously reﬂ ects this business model internally. Additionally, MorphoSysʼs innovative, focused and forward-look- ing R&D activities ensure long-term business success. Along- side the supply of food and water, as well as climate protection, the provision of healthcare to a growing and aging population represents a signiﬁ cant cornerstone of well-being and social jus- tice. With its new biotechnologically produced drugs, MorphoSys can make a valuable contribution to comprehensive healthcare provision in the long term. In the view of the Company’s man- agement, the MorphoSys business model does not contain any aspects contradictory to the interests of shareholders focusing on sustainable investments. A comprehensive risk management system ensures that factors potentially endangering the sustainable performance of the Com- pany are recognized at an early stage and that, if necessary, adequate countermeasures are taken. MorphoSys generally only takes risks which oﬀ er opportunities to increase the Companyʼs sustainable value (more details on risks and opportunities can be found from page 49). 43 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report The Group-wide adherence to this strategy is the responsibility of the whole Management Board led by the CEO. The way this strategy translates into the daily business of every employee at MorphoSys is written down in the Company’s Credo as part of its Code of Conduct, which applies to all sites. Regular employee training courses on the Code of Conduct itself as well as on spe- ciﬁ c risk areas ensure that these regulations are understood and implemented. The Head of Human Resources (chairperson) and three further members comprise the Code of Conduct Committee, which is a point of contact available to every employee. Every employee can – anonymously if desired – seek advice in legal and compliance-related matters, and report suspicions or breaches. Compliance violations are consequently pursued and appropriate countermeasures taken. No breach has been reported so far, however, and the Company also regards serious violations, which could have a signiﬁ cant impact on the Groupʼs net assets, ﬁ nan- cial position and results of operations, as unlikely in the future. In its reporting on sustainability, MorphoSys uses so-called SD KPIs (Sustainable Development Key Performance Indicators), which are also recommended in the SD-KPI standard. These include “Performance in Research & Development” (SD-KPI 1) and “Performance in Partner Programs” as a benchmark for commercialization rates (SD-KPI 2) (see Strategy and Perfor- mance Management from page 20). During the last ﬁ ve years, no products were recalled and there were neither ﬁ nes nor settle- ment payments caused by litigation (SD-KPI 3). The following report on the implementation of MorphoSysʼs corporate strategy and the sustainable company development is additionally ori- ented to the recommendations of the German Sustainability Code, which was proposed by the Council for Sustainable Develop- ment in October 2011. Sustainable Performance at MorphoSys E T HIC AL S TANDARDS AND S TAKEHOL DER DIAL OG The Company adheres to the highest scientiﬁ c and ethical prin- ciples when conducting human clinical trials or animal testing; these principles are also anchored in the Companyʼs Code of Conduct, most notably the World Medical Associationʼs (WMA) Declaration of Helsinki. Strict compliance with existing na- tionally and internationally applicable regulatory requirements is obligatory for every employee at MorphoSys as well as for third-party contractors. The biotechnology industry cannot avoid carrying out animal trials at the present time, as European legislation requires this in order to determine a drug candidateʼs toxicity*, pharma- cokinetics* and pharmacodynamics*. *S E E G L O S S A R Y /// pa g e 1 3 4 Not having its own laboratories for this kind of research, the Company sources out all tests involving animals to contract research organizations (CROs). In the course of its product de- velopment activities, MorphoSys commissions animal trials according to the principles of good animal welfare and humane treatment of animals as laid down in national and European regulations. MorphoSys has implemented a quality assurance and quality control system with written Standard Operating Procedures (SOPs). This system is maintained and continuously improved to ensure that animal trials are contracted to CROs who respect local, national and international regulations. Trials will generally only be conducted after approval by the respec- tive ethics committee and are carried out under continuous vet- erinary surveillance. MorphoSys demonstrates its commitment to responsible ani- mal care and use by working with institutions which, in addi- tion to complying with the laws regulating animal research, have earned Good Laboratory Practice (GLP) and/or AAALAC (Association for Assessment and Accreditation of Laboratory Animal Care) accreditation. Furthermore, the appropriateness of the CROʼs testing facilities, the level of training and compe- tence of the personnel involved and the conditions for the ani- mals are looked at during an evaluation process prior to the contracting of any trial. Regarding the treatment of healthy volunteers and patients in clinical trials which are sponsored by MorphoSys, the Com- pany strictly adheres to the ethical principles that have their origin in the Declaration of Helsinki mentioned above. In addi- tion, trials are conducted in compliance with applicable privacy and conﬁ dentiality rules. Safeguarding the rights, safety and well-being of all participants in clinical trials is a high priority for MorphoSys. Clinical trials will only commence after ap- proval by the applicable independent ethics committee and/or institutional review board. Prior to taking part in a clinical trial, every participant has to hand in a voluntary informed con- sent form. The aspiration behind MorphoSysʼs business is to improve patientsʼ lives through its scientiﬁ c work. The Company is only able to reach this goal if its corporate actions are also socially accepted. This requires a continuous and open stakeholder dia- logue in order to understand possible concerns regarding bio- technological approaches and to explain MorphoSysʼs operations and their advantages. To this end, MorphoSys engages in vari- T R O P E R Y T I L I B A N I A T S U S 44 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report ous activities; for example, it participates in public information events and actively supports the Communication and Public Relations working group of BIO Deutschland e.V. PROCUREMEN T The Central Purchasing & Logistics department was established at the beginning of 2012. The department is responsible for pro- curement for the Group and ensures a seamless supply of exter- nal goods as well as services and logistics in order to support business operations in the best possible manner. The department ensures continuity of support by selecting quality goods and services that meet the required standards. It focuses on contract management as well as on streamlining the procurement pro- cess in areas where this seems sensible by, among other things, concentrating on fewer suppliers with more advantageous con- tract terms. By initiating Master Service Agreements, some part- ners were established as “preferred suppliers” in the reporting year. In future, these long-term partnerships should save time and costs in the procurement process. All of MorphoSysʼs se- lected suppliers are in compliance with human rights and inter- nationally recognized working standards. The savings realized in 2012 through the activities of the central procurement depart- ment amount to approx. € 1.4 million over the cumulative con- tract periods. ENVIRONMEN TAL PRO T EC T ION AND OCCUPAT IONAL SAF E T Y Biotechnology is a strictly regulated sector with a set framework for environmental protection and occupational safety activities. The Occupational Safety and Environmental Protection depart- ment centrally monitors the MorphoSys Groupʼs sites with re- gard to compliance with all relevant guidelines. In addition to strictly complying with all statutory regulations, MorphoSys undertakes a range of eﬀ orts to ensure sustainable environmen- tal management and reliably protect its employees. F IG . 10 /// O CCUPAT IONAL SAF E T Y AT MORPHO S Y S U S E O F L O W E S T P O S S I B L E A M O U N T O F H A Z A R D O U S S U B - S TA N C E S O N LY S P E C I A L LY T R A I N E D A N D S E N I O R E M P L O Y E E S A R E A L- L O W E D T O W O R K W I T H T O X I C S U B S TA N C E S P AT H O G E N I C O R G A N I S M S A R E P R O C E S S E D I N L A B O R AT O R I E S W I T H P A R T I C U L A R S A F E T Y S TA N D A R D S O N LY C E R T I F I E D C O M P A N I E S A R E A U T H O R I Z E D B Y M O R P H O S Y S T O D I S P O S E C H E M I C A L W A S T E I N T R O D U C T I O N O F H A Z A R D O U S M AT E R I A L S F O R R & D P U R P O S E S : • Dedicated Biosafety Team accord- ing to GenTSV (“Gentechnik- Sicherheitsverordnung”) and safety professionals perform internal audit to assess the risk involved • Speciﬁ c safety and evacuation trainings for the employees work- ing with the substances • Assurance that all safety measures are implemented before actual work commences 45 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report MorphoSys continuously elaborates measures in a bid to protect resources. Savings in energy consumption and production of waste reduced costs and had a positive eﬀ ect on the environment in the reporting year. For the fourth year in a row, the Com- pany participated in the Carbon Disclosure Project (CDP) survey on the monitoring of internal resource consumption. This inde- pendent non-proﬁ t organization works towards the reduction of greenhouse gases and towards sustainable water usage. Its continuous participation in the study enables MorphoSys to monitor its consumption in a structured way and puts the Com- pany in a position to counter excessive consumption or high costs in a prompt manner. As in the previous years, no need for ac- tion resulted from the study results in the reporting year, but MorphoSys nonetheless established various measures for the protection of resources. For example, the introduction of energy- saving computer screens saved energy and costs, as did the energy-eﬃ cient equipping of a laboratory and corresponding lighting systems. All printers were reset to print double-sides in black and white as standard in order to reduce toner and paper consumption. The sales staﬀ in the AbD Serotec division largely travel in fuel-saving BlueMotion vehicles, which have been opti- mized for better environmental compatibility with regard to their pollutant emissions. Furthermore, MorphoSys supported two campaigns to raise awareness among employees in terms of resource-saving be- havior: in the reporting year, the Company once again encour- aged its German employees to take part in the initiative of a German health insurance company and the German Cyclists Club (ADFC) and cycle to work. The outcome of this saw the Company deemed bicycle-friendly. Additionally, the Companyʼs own MOR2Work platform was founded. This intranet-based application enables employees to organize carpools for the route to work and thus contributes to saving costs and reducing CO2 emissions. Within the framework of its laboratory activities, MorphoSys aims to minimize the amount of harmful substances used. Only a specially trained group of people is allowed to handle toxic substances, while work with infectious pathogens may only be carried out in secured laboratories. For the disposal of chemical waste materials, MorphoSys exclusively contracts companies that are certiﬁ ed for the task. MorphoSys does not use radioactive substances to label antibodies. QUAL I T Y ASSURANCE Biopharmaceutical companies have a special responsibility with regard to safety and quality standards. In order to avoid safety risks in drug development that could present a serious threat not only to patients, but also to its economic situation, MorphoSys follows deﬁ ned processes and strict guidelines. In this way, the Company guarantees the quality of test preparations, keeps the risk to clinical trial participants as low as possible and guar- antees that the data can be collected reliably and processed correctly. In order to be able to control and regulate these processes, MorphoSys has set up an integrated quality management sys- tem for its Proprietary Development department based on the principles of Good Manufacturing Practice (GMP*), Good Clini- cal Practice (GCP*) and Good Laboratory Practice (GLP*). An independent Quality Assurance department makes sure that all development measures comply with applicable national and international laws, regulations and guidelines. The Head of Quality Assurance directly reports all measures to and coor- dinates them with the Management Board. In this manner, the high quality standards are achieved that are necessary to guarantee product quality as well as data integrity, and to guar- antee the safety of trial participants. *S E E G L O S S A R Y /// pa g e 1 3 4 The Quality Assurance department compiles audit plans for the execution of clinical testing. Contract research organizations (CROs), external providers and investigator sites participating in the clinical trials are audited by the Quality Assurance de- partment using a risk-based approach. For its proprietary development activities, MorphoSys holds a manufacturing license for the release of clinical trial material and has been certiﬁ ed by the relevant German authorities (Gov- ernment of Upper Bavaria) as being in compliance with the standards and guidelines of Good Manufacturing Practice (GMP). For its research and diagnostics businesses, AbD Serotecʼs manufacturing site is MorphoSys UK Ltd., Oxford. This site is accredited in accordance with the quality management stand- ards ISO (International Organization for Standardization) 9001:2008 and ISO 13485:2003. The US site of AbD Serotec in Raleigh, North Carolina, is also accredited in accordance with ISO 9001:2008, as is the Puchheim site near Munich. T R O P E R Y T I L I B A N I A T S U S 46 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report F IG . 11 /// QUAL I T Y MANAGEMEN T S Y S T EMS AT MORPHO S Y S C O R P O R AT E R E Q U I R E M E N T S / D E P A R T M E N T R E Q U I R E M E N T S M A N A G E M E N T Q U A L I T Y M A N A G E M E N T S Y S T E M S R E G U L AT O R Y R E Q U I R E M E N T S Training and Qualiﬁ cation Self Inspection / Internal Audits Documentation System Handling of Deviations, Change Control, Complaints, Out of Speciﬁ cation (OOS) and Recalls External Audits (CMO*, CTO*, CRO*, clinical trial sites) SOP-System* Batch Record Review The Quality Assurance department takes a central role within the Quality Management System at MorphoSys and reports directly to the Management Board of MorphoSys AG. It takes into account all regulatory requirements as well as the department and corporate speciﬁ c requirements and guides and supervises all departments governed by the quality system. *S E E G L O S S A R Y /// pa g e 1 3 4 IN T EL L EC T UAL PROPER T Y The Company’s proprietary technologies and products derived therefrom are its most valuable assets. It is therefore crucial for the Companyʼs success to further secure strong patent pro- tection for its technology portfolio as well as for the MOR103, MOR202 and MOR208 development programs. For partnered programs, MorphoSysʼs partners ﬁ le patent applications for individual drugs in cooperation with MorphoSysʼs IP department. Such drug development programs possess additional patent protection, the duration of which signiﬁ cantly exceeds that of the underlying HuCAL technology. In 2012, the Company again systematically expanded its patent portfolio. On the technology side, further important steps were taken to eﬃ ciently protect the new antibody platform Ylanthia. Furthermore, MorphoSys possesses a range of further technol- ogy patents that serve as a basis for the Company’s growth and its drug development programs. The patent protection for the Ylanthia platform is expected to expire in 2031. The Company’s proprietary development programs are followed through the patent system very closely. The most advanced pro- gram, MOR103, is now protected by more than half a dozen dif- ferent patent applications that cover the most varied aspects of this compound providing very eﬀ ective protection. The various patents and associated protection certiﬁ cates are expected to pro- tect the MOR103 program until 2031. Currently, the Companyʼs patent attorneys prosecute more than 40 diﬀ erent proprietary patent families worldwide, in ad- dition to numerous patent families the Company is pursuing in cooperation with its partners. The patent portfolio is analyzed regularly and the Companyʼs business strategy adjusted ac- cordingly. 47 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report F IG . 12 /// P AT EN T L IF E T IME ON K E Y PL AT F ORM T EC HNOL O GIE S HuCAL Slonomics Ylanthia* * First patent granted in the USA in January 2013 HUMAN RES OURCES A forward-looking personnel policy is essential for a company to compete in the market. Only in this way can employees with diﬀ erent specialist focuses be attracted in international compe- tition and attracted to the Company long-term. At the end of the reporting year, MorphoSysʼs employees came from 16 diﬀ er- ent nations. The Companyʼs comprehensive further training program rep- resents an important component in this context. Employees in the areas of research and product development as well as in various management positions are encouraged to partake in a range of internal and external training programs. Special fur- ther training and development programs provide professional and personal development for employees and, in individual cases, are also supported by customized coaching. A quarterly managersʼ workshop was introduced in 2012 in order to pro- vide concrete support to all managers in carrying out their duties. Standard speciﬁ cations provide guidance for sustainable per- sonnel management. Furthermore, in 2012, MorphoSys established a specialist career path in the science ﬁ eld that oﬀ ers career progression analo- gous to the management career path. Given the Company’s ﬂ at hierarchies, this creates real prospects for scientists with out- standing expert knowledge. MorphoSys is aware of its social responsibility to young people in particular and so actively contributes by oﬀ ering vocational training in-house. As far as equal qualiﬁ cation is given, not only students with a high school diploma (Abitur) are employed, but those with other school-leaving qualiﬁ cations are also considered for occupations that require training, with great success. As of 31 December 2012, the Company had three trainees in the IT de- 2016 2023 + 2031 partment, six trainees as biology laboratory technicians and one trainee as a human resources services consultant (31 De- cember 2011: four IT trainees, four biology laboratory trainees). As stated in MorphoSysʼs Credo, transparent and open commu- nication among the workforce is a core element of the Company culture. In its fortnightly General Meetings, the Management Board gives information on recent Company developments. Em- ployees present selected projects and questions are answered. Questions can be asked by employees either at the meeting itself or submitted in writing beforehand, anonymously if so desired. Additionally, the Company intranet with its integrated document management systems provides relevant information for all em- ployees in an up-to-date and structured manner. The e-recruiting tool introduced in 2011 proved itself during the previous ﬁ nancial year. Already, 95 % of job applications are now submitted online via the MorphoSys website, which sig- niﬁ cantly reduces administration time for the Company and therefore shortens response times. As all applications are man- aged solely within this secure system, absolute conﬁ dentiality and discretion are guaranteed. All new employees are familiarized with the Group in two-day introductory meetings and can ﬁ nd comprehensive informa- tion on the Company’s processes at individual lectures on all specialist departments. Free sports and relaxation opportuni- ties, such as Pilates sessions or courses on autogenic training, help to promote employee health and social exchange beyond their department. T R O P E R Y T I L I B A N I A T S U S 48 G R O U P M A N A G E M E N T R E P O R T / / / Sustainability Report F IG . 13 /// WORK F ORCE* BY GENDER IN 2012 ( 2011) 60 % Previous year 67 % 33 % 40 % Female * Sale of research and diagnostic segment AbD Serotec not considered Male TAB . 12 /// ABSENC E RAT E S AT MORPHO S Y S in % Germany UK USA 2012 2011 2010 2009 2008 3.0 1.9 1.1 2.7 1.7 1.2 1.7 1.7 1.7 2.0 1.7 1.1 1.3 1.5 1.2 The compatibility of professional development with personal life planning is becoming increasingly important to employees. In particular, companies whose business success is based on creative and committed employees must accept the challenge and develop suitable concepts. MorphoSys realized this trend many years ago and oﬀ ers its employees a variety of opportuni- ties in this regard, for example ﬂ exible working time models and special part-time employment arrangements. Modern IT equipment also enables trouble-free work during business trips or at home. For employees with young families, MorphoSys eases the return to working life and the coordination of profes- sional and family life with special solutions. MorphoSys is the co-founder and a supporter of the BioKids day care center in Martinsried and has special agreements with a German service provider oﬀ ering additional services for working family members. MorphoSys rates the protection of its employees against work- related dangers and the preservation of their health by means of preventive measures very highly. The success of the strict monitoring of all occupational safety and security measures is demonstrated in the very low number of workplace accidents: Three workplace accidents requiring a report occurred in the reporting year (2011: 8), of which two were categorized as commuting accidents. With guidelines and training courses run by the Health & Safety department, but also by oﬀ ering regular medical checks, the Company strives to keep the num- ber of accidents low and to ensure the safety and well-being of all employees at MorphoSys as much as possible. The success- ful implementation of these measures is illustrated by the con- sistently low absence rate at all of MorphoSysʼs sites. 49 G R O U P M A N A G E M E N T R E P O R T / / / Risks and Opportunities Report Risks and Opportunities Report Principles of Risk and Opportunity Management MorphoSys is part of an industry that is characterized by con- stant change and progress. The challenges and opportunities in the healthcare industry are inﬂ uenced by many diﬀ erent fac- tors. Global demographic changes, medical advances and the desire for a better quality of life in emerging nations form a solid growth perspective for the pharmaceutical and biotechnology industry. Growing regulatory requirements in the area of drug development and the cost pressures on healthcare systems in particular must, however, also be considered. MorphoSys seeks to recognize and utilize new opportunities for business success in order to increase the value of the Com- pany in the long term. Corporate success cannot, however, be achieved without conscious risk-taking. As a result of its global activities, MorphoSys is exposed to a variety of risks which could aﬀ ect the Companyʼs business performance. MorphoSysʼs risk management system helps to evaluate the risks associ- ated with the Companyʼs strategic objectives. Regular strategy reviews ensure a reasonable balance between opportunities and risks. MorphoSys will only take a certain risk if it is accom- panied by the opportunity to increase the Companyʼs value. Revision of the Risk and Opportu- nity Management System In the past ﬁ nancial year, the risk and opportunity manage- ment system was fundamentally revised and a Group-wide IT solution for the systematic analysis and monitoring of risks and opportunities was introduced. This IT solution supports all responsible risk managers in the monitoring and assessment of risks and opportunities and enables these to be continuously documented. All risks and opportunities are evaluated very closely for a period of one year. Many risks and opportunities, primarily in the area of product development, have more long- term eﬀ ects, which is also why a three-year period is considered. MorphoSys is continually confronted with risks and opportuni- ties. Material eﬀ ects on assets and the ﬁ nancial situation, as well as a direct impact on intangible assets, such as the Companyʼs image in the industry or the Companyʼs brand, are possible in this regard. MorphoSys deﬁ nes risks as internal or external events that have a direct inﬂ uence on the Company. The potential ﬁ nancial im- pact on the Companyʼs goals is evaluated here. Opportunities are directly linked with risks. The occurrence of opportunities has a positive inﬂ uence on the Companyʼs goals, while risks have a negative inﬂ uence. Responsibilities in the Risk and Opportunity Management System The Management Board of MorphoSys AG is responsible for the risk and opportunity management system. It ensures that all opportunities and risks are presented, assessed and monitored in a comprehensive manner. The Corporate Finance & Corpo- rate Development department coordinates their implementation and regularly reports to the Management Board. The Super- visory Board has tasked the Audit Committee with monitoring the eﬀ ectiveness of the Group’s risk management system. The Audit Committee regularly reports on the results to the whole Supervisory Board. Accounting-Related Internal Control System MorphoSys uses extensive internal controls, Group-wide report- ing guidelines and additional measures, including employee training and continuous education, with the intention of ensur- ing accurate bookkeeping and accounting as well as reliable ﬁ nancial reporting in the Consolidated Financial Statements and the Group Management Report. This integral element of the con- solidated accounting process comprises preventive, monitoring and detective measures designed to ensure safety and control in accounting and operational functions. For more detailed infor- mation about the internal control system regarding ﬁ nancial reporting, please see the Corporate Governance Report from page 59. T R O P E R S E I T I N U T R O P P O D N A S K S I R 50 G R O U P M A N A G E M E N T R E P O R T / / / Risks and Opportunities Report F IG . 14 /// MORPHO S Y S’S RI SK MANAGEMEN T S Y S T EM Corporate Governance Supervisory Board Management Board Compliance Management Risk Management Internal Control System Deﬁ ne Objectives Assess Risk Implement Measures Monitor System Internal Audit Risks RISK MANAGEMEN T SY S T EM The risk management system is a key element of MorphoSysʼs activities in terms of complying with legal requirements and good corporate governance practice. MorphoSys has established a comprehensive system to identify, assess, communicate and manage risks across all parts of the organization. The risk management system at MorphoSys identi- ﬁ es risks early on and enables appropriate measures in order to limit losses and avoid risks that would threaten the Companyʼs existence. All mitigation measures have been clearly assigned to responsible risk managers, predominantly to members of MorphoSysʼs Senior Management Group. All major risks for MorphoSysʼs diﬀ erent business units, as well as in terms of the Company as a whole, are assessed within the framework of a systematic risk evaluation process. These risk evaluations are carried out twice a year. Risks are evaluated by comparing their quantiﬁ able impact on the MorphoSys Group and their probability of occurring with and without having estab- lished any mitigation processes. The methodology is applied over an assessment period of twelve months and a mid-term view of three years in order to include the long timelines in propri- etary development. An overview of the current risk evaluation by MorphoSys is shown in Fig. 15. The risk management sys- tem is continuously discussed in and among the Management Board and the Supervisory Board. It is also reviewed on a regu- lar basis by external consultants in order to ensure continuous development so as to react to possible changes at all times. 51 G R O U P M A N A G E M E N T R E P O R T / / / Risks and Opportunities Report F IG . 15 /// DE S C RIP T ION OF MA JOR RI SK S AT MORPHO S Y S ( IN P OIN T S ) Risk Description FINANCIAL RISKS Risks resulting from not reaching revenues as expected, derived from existing business with partners or from new product oﬀ erings Risks resulting from bank insolvencies OPER ATIONAL RISKS Risks inherent to proprietary drug discovery and development Risks resulting from purchasing and logistics-related issues STR ATEG IC RISKS Risks resulting from missed opportunities Risks resulting from a lack of access to attractive target molecules and compounds E X TERNAL RISKS Risks resulting from IP-related issues Risks related to quality issues with regard to regulatory framework changes ORGANIZ ATIONAL RISKS Risks resulting from increased amount and complexity of programs Risks resulting from technical operations issues C OMPLIANCE RISKS Risks resulting from quality-related issues due to legal requirements Risks resulting from legal issues 1-Year Estimate 3-Year Estimate L I K E L IHOOD v e r y unlikely u n likely m o d erate l i kely l m o s t certain a trophic s a t a c I M PACT l o w h g i h y r e high v m e dium T R O P E R S E I T I N U T R O P P O D N A S K S I R Legend Scoring system in points: 1–2 points 3–4 points 5–9 points 10–12 points 15–25 points Risks valued at 1 to 4 points represent a low risk (low probability, minor eﬀ ects); risks valued at 5 to 12 points represent acceptable risks (medium probability, moder- ately severe eﬀ ects); for risks valued at 15 to 25 points, risk minimization mea- sures must be implemented (high probability, severe eﬀ ects). 52 G R O U P M A N A G E M E N T R E P O R T / / / Risks and Opportunities Report RISK C AT EGORIES MorphoSys has grouped its most important risks in the follow- ing six categories: • Financial risks (e.g. those resulting from insolvencies, pay- ments not received, lower-than-expected and budgeted license fees, research funding and milestone payments as well as risks associated with any form of ﬁ nancing and ﬁ nancial in- struments, e.g. ﬁ nancial investment, currency, interest rates, taxes and receivables collection) • Operational risks (e.g. procurement/production, distribution/ logistics, customers, human resources or, especially for MorphoSys, risks resulting from preclinical or clinical studies) • Strategic risks (e.g. mergers & acquisitions, shareholdings, research & development, corporate image, superior competi- tor products) • External risks (risks beyond the Companyʼs control, e.g. eco- nomic, political, legal risks, especially for companies in bio- technology and pharmaceutical industry also risks regarding intellectual property or regulatory environment risks when new drugs are approved) • Organizational risks (e.g. IT, facility management, succession planning, interruption of business, delay in processes due to high complexity or high number of projects) • Compliance risks (e.g. non-compliance with the US Food and Drug Administration (FDA) or European Medicines Agency (EMA), guidelines for quality management, accounting rules, corporate governance, abidance of the German Stock Corpo- ration Act) FINANCIAL RISKS The Companyʼs ﬁ nancial risk management strategy aims at limiting ﬁ nancial risks and aligning those risks with the re- quirements of MorphoSysʼs business activities. Financial risks can arise within the framework of licensing agreements, for example, if projects (products or technologies) are out-licensed late, not at all or for an amount less than planned. A corresponding risk also arises if revenues do not reach the expected amount or increased resource require- ments push up costs by more than the sum set out in the bud- get plan. Detailed project preparation, for example via an intensive exchange with internal and external partners and consultants, guarantees optimal positioning in the run-up and thus also provides an important tool for minimizing risk. Potential insolvencies of banks are still a ﬁ nancial risk owing to the continued uncertain economic situation. The Company only invests in funds and products considered to be as secure as possible – to the extent that this is possible and assessable – with banks that have consistently high ratings and/or are backed by a very strong partner. OPER ATIONAL RISKS Operational risks encompass risks with regard to the research and development of proprietary drug candidates, as well as risks in the Central Purchasing and Logistics department, and risks in the recruitment of qualiﬁ ed employees. A breakdown of a clinical trial – whereby the breakdown of a trial does not necessarily mean the breakdown of an entire program – before out-licensing to partners can arise if clinical data do not demonstrate the expected results or demonstrate unexpected and unwanted side eﬀ ects. The design of clinical trials and the creation of development plans are always car- ried out with the greatest care in order to have the best chances of showing results that are signiﬁ cant and convincing to regu- latory bodies and potential partners. Besides internal knowledge, external experts are also consulted. Special committees have been created to monitor the progress of clinical programs. With respect to purchasing and logistics, a partnership is estab- lished with suppliers in order to avoid delivery delays, bottle- necks and the accompanying costs. This is supported by regular supplier evaluation, which identiﬁ es possible problems, deter- mines solutions and is communicated to the relevant managers, internally as well as externally. Human Resources risks are mostly related to recruitment processes, e.g. diﬃ culties in re- cruiting candidates with the skills required for the speciﬁ c position, or diﬃ culties in keeping employees permanently. In order to counter these risks, MorphoSys’s HR department uses all opportunities to optimize the recruitment process, by means of cooperation with external organizations, among other things. Hiring processes start as early as possible and the Human Resources department develops measures to present MorphoSys as an attractive employer with an open and creative culture. STR ATEGIC RISKS Risks resulting from missed opportunities may arise due to a lack of access to attractive targets, compounds or innovative technologies. These risks in turn are related to missing or un- successful M&A transactions. In order to counter these risks, a comprehensive assessment process for investment opportuni- ties has been established. Another strategic risk may result from not ﬁ nding any attractive disease-related target molecules and compounds. Improved identiﬁ cation activities and strate- gic alliances can facilitate an eﬀ ective search for suitable build- ing blocks. 53 G R O U P M A N A G E M E N T R E P O R T / / / Risks and Opportunities Report E X TERNAL RISKS External risks for MorphoSys are mainly related to the Com- panyʼs intellectual property. Patent protection for MorphoSysʼs proprietary technologies is highly important. In order to miti- gate risks in this area, MorphoSys continuously searches for and analyzes published patents and patent applications, monitors relevant hits and develops design-around strategies for poten- tially relevant patents before they are issued. MorphoSys achieved growing success during the years with this strategy and was able to secure commercial freedom with regard to its proprietary technology platforms in the long term. Another area in which external risks can arise is changes to regulatory frameworks, which could require MorphoSys to adjust its development plans and activities. To be able to proactively pick up on possible changes in plans that can span several years, MorphoSys has installed industry-standard monitoring systems that introduce measures in a timely fashion and adapt strategies to the changed framework conditions, if appropriate. ORGANIZ ATIONAL RISKS Organizational risks exist in the Partnered Discovery, Techni- cal Operations and IT areas. In the Partnered Discovery de- partment, quality issues or time delays can arise within the organization if the number of programs increases or the pro- grams become increasingly complex. To reduce complexity and thus risks, standard processes have been introduced, the ad- herence to which is evaluated by means of regular audits. Risks in the Technical Operations department relate to pro- cesses that could lead to adverse eﬀ ects on, or disruption of, operations as well as incidents with hazardous or environmen- tally damaging pollutants. To avoid incidents of this kind, tailored measures have been implemented; these include the routine checking and maintenance of equipment and installa- tions as well as education and training sessions for aﬀ ected employees. Furthermore, tailored electronic monitoring sys- tems minimize such risks. Financial risks aﬀ ecting this area are largely insured. For further information regarding the operational environment of MorphoSys, please see the Sustain- ability Report from page 42. In IT, business operations might be at risk due to failures of the IT infrastructure or the IT security system. These risks are countered by multiple daily data backups as well as the imple- mentation of highly secure ﬁ rewall and virus scan systems to enhance the safety and reliability of the data. Furthermore, MorphoSys minimizes risks relating to the availability, reli- ability, and eﬃ ciency of its IT systems through continuous check- ups (e.g. simulated staggered hacker attacks) and updates of its software and hardware systems. Regular reviews and adap- tations of the IT strategy are also conducted on a yearly basis. C OMPLIANCE RISKS Compliance risks can arise if quality standards are not adhered to or are ineﬃ ciently handled from a legal viewpoint. As stated in the Sustainability Report that begins on page 42, MorphoSys is committed to fulﬁ lling the highest quality standards regard- ing its business operations. In order to minimize these risks, the system is regularly reviewed by experts, and recurrent audits are performed by an internal Quality Assurance department. Concrete risks can arise if the internal quality management systems do not comply with legal standards or the implementa- tion of systems for the disclosure of quality defects is neglected. If internal controls were not in a position to disclose breaches of the guidelines on Good Manufacturing Practice (GMP), Good Clinical Practice (GCP) or the Good Laboratory Practice (GLP), this would equally represent a compliance risk. Incorrectly executed Annual General Meetings can lead to legal disputes with shareholders. The consequences would be signiﬁ - cant costs, either in order to avoid the annulment of the Annual General Meeting or, where this is not possible, to hold the An- nual General Meeting a second time. Additionally, possible capi- tal measures to be determined (e.g. a capital increase) would also be endangered. In order to minimize this risk, the preparation and realization of the Annual General Meeting, as well as all relevant docu- ments and processes, are monitored and inspected in detail by the relevant internal departments in addition to external law- yers and auditors. T HE MANAGEMEN T BOARD’S EVALUAT ION OF T HE OVERAL L RISK SI T UAT ION AT T HE MORPHOSY S GROUP The Management Board considers the risks to be manageable and the survival of the MorphoSys Group not to be endangered at the time of the current report. This statement is true for all relevant single entities and for the MorphoSys Group as a whole. As already described, MorphoSys regularly monitors its risks via an eﬀ ective risk management system which is subject to con- tinuous improvements. T R O P E R S E I T I N U T R O P P O D N A S K S I R 54 G R O U P M A N A G E M E N T R E P O R T / / / Risks and Opportunities Report Opportunities MorphoSys possesses leading antibody technologies and a port- folio of promising clinical development candidates. A substan- tial number of pharmaceutical and biotechnology companies are active in the antibody area and could become future custom- ers and partners for MorphoSysʼs products and technologies. To- gether with extensive expertise in the area of technology and product development, MorphoSys has identiﬁ ed a range of growth opportunities for the coming years. T HERAPEU T IC AN T IBODIES – PAR T NERED DIS COVERY By pursuing drug development with a variety of partners, MorphoSys has been able to spread the inevitable risks linked to the development of individual drugs. With over 70 thera- peutic antibody development programs currently operated with partners, it is increasingly likely that MorphoSys will partici- pate ﬁ nancially in several marketed drugs. In 2012, the ﬁ rst drug candidate – the antibody gantenerumab, which is being developed by the pharmaceutical group Roche in the area of Alzheimerʼs disease – reached the approval-linked third phase of clinical development. MorphoSysʼs antibody technologies oﬀ er key advantages for the development and optimization of therapeutic antibody candi- dates, which could translate into higher success rates in the drug development process. MorphoSys will continue to expand its partnered antibody pipe- line. In addition, the company could enter new revenue-generat- ing partnerships. Opportunities can also arise outside of the antibody segment, in other classes of compound, and through the transfer and application of MorphoSysʼs core competencies in the area of technology. In the 2012 ﬁ nancial year, MorphoSys launched an initiative to seize these opportunities by means of commercial agreements with young companies together with an invest- ment in the same. T HERAPEU T IC AN T IBODIES – PROPRIE TARY DEVEL OPMEN T The pharmaceutical industry is likely to further intensify its in- licensing of new compounds in order to reﬁ ll pipelines and re- place former key products and turnover generators that have lost patent protection. With its most advanced compounds MOR103, MOR202 and MOR208, MorphoSys is in a good starting position to proﬁ t from the needs of pharmaceutical groups. GENERAL S TAT EMEN T ON OPP OR T UNI T IES Increased life expectancy in industrialized countries as well as the changing economic situation and lifestyle in emerging nations are expected to drive demand for additional and innova- tive treatment options and enabling technologies. Scientiﬁ c and medical progress has resulted in a better understanding of the biology of several diseases, which in turn paves the way for new therapeutic approaches. Innovative therapies such as fully human antibodies have been launched in recent years and have resulted in the development of commercially success- ful medical products. In addition, therapeutic compounds based on proteins*, also known as biological compounds or bio- logics, are considered to be less exposed to competition from generics than traditional, small molecules, mainly because the manufacturing of biologics is much more complex. Therefore, the demand for antibodies and the interest in this class of drugs have increased sharply over the last twelve to 36 months, as shown by several acquisitions and signiﬁ cant licensing agree- ments in this ﬁ eld. *S E E G L O S S A R Y /// pa g e 1 3 4 MARKE T OPP OR T UNI T IES MorphoSys believes that its technology platforms HuCAL and Ylanthia as well as Slonomics can be applied to make products that address signiﬁ cant and so far unmet medical needs. With the Partnered Discovery segment providing a secure cash ﬂ ow over the coming years, MorphoSys is in a good posi- tion to continue to strengthen its proprietary product portfolio. MorphoSys will start additional clinical trials for its key drug candidates, for example by investigating new areas of disease. MorphoSys plans to add programs to its portfolio and could use existing and future co-development opportunities to achieve this. Furthermore, the Company is looking to in-license inter- esting drug candidates. T ECHNOL OGY DEVEL OPMEN T MorphoSys continues to invest in its existing and new technolo- gies to maintain its pole position as a technological leader. With Ylanthia, MorphoSys has established a new technology platform, which – unlike its predecessor HuCAL – is available for broader licensing to partners. In 2012, MorphoSys began the commercialization of the Ylanthia antibody library. Technological advances of this kind may enable the Company to further expand its list of partners and to increase the speed and success rates of its partnered and proprietary drug devel- opment programs. New technology modules could also open up new areas of disease in which antibody-based treatments are underrepresented today by allowing the generation of antibodies against novel classes of target molecules. G R O U P M A N A G E M E N T R E P O R T / / / Subsequent Events / Outlook and Forecast 55 Technology development is driven by a team of scientists who concentrate on the development of MorphoSysʼs technologies. In addition to internal technology development, MorphoSys also relies on external sources in order to strengthen its technologi- cal capacities. Cooperation with and a shareholding in Lanthio Pharma, a Dutch company that deals with the development of lantipeptides, is a good example of such activities. ACQUISI T ION OPP OR T UNI T IES MorphoSys has demonstrated its ability to make acquisitions and use these to accelerate its growth. MorphoSys did not make any acquisitions in the past ﬁ nancial year, but did successfully sell substantially all of its business division AbD Serotec in order to focus on drug development. The AbD Serotec segment was strengthened by two acquisitions in 2005 and 2006, and was successfully sold for more than its carrying value to Bio-Rad in December 2012. MorphoSys continues to consider its acquisition strategy as an attractive means of increasing its market share, supplement- ing its existing pipeline and technology platform and securing access to patents and licenses for the development of novel pro- prietary technologies and products. F INANC IAL OPP OR T UNI T IES Favorable exchange rates and interest rate developments can have a positive eﬀ ect on the Groupʼs ﬁ nancial results. The de- velopments in the interest and ﬁ nancial markets are continu- ously monitored in order to identify and utilize opportunities promptly. In 2012, AbD Serotec contributed sales amounting to € 18.0 mil- lion to Group revenues and a segment result of € 0.3 million. The transaction means that the Group workforce will decrease by 135 employees in 2013. The subsidiaries MorphoSys AbD GmbH, MorphoSys UK Ltd. and MorphoSys US Inc. were taken over by Bio-Rad and will be separated from the Group. No further signiﬁ cant changes took place after the conclusion of the 2012 ﬁ nancial year. Other events with a signiﬁ cant eﬀ ect on the net assets, ﬁ nancial position and results of operations also did not occur after the conclusion of the ﬁ nancial year. Outlook and Forecast The MorphoSys Group develops novel antibody technologies and products for therapeutic applications. MorphoSys has strength- ened its focus on the development of therapeutic compounds with the sale of the AbD Serotec research antibody division, com- pleted at the start of 2013. The Company’s management intends to further expand MorphoSys’s portfolio of proprietary drug candidates. MorphoSys continues to apply its technologies in rapidly growing, innova- tion-driven sectors of the healthcare market. Subsequent Events Overall Statement on Expected Development The sale of MorphoSys’s Research and Diagnostics division, AbD Serotec, to Bio-Rad was agreed on 16 December 2012. Bio-Rad purchased substantially all of AbD Serotec for approxi- mately € 53 million. This sum includes the purchase price, an indemniﬁ cation for cash reserves in the AbD Serotec subsidiar- ies amounting to € 5.3 million, and a license payment for the use of the HuCAL technology in the market for research reagents and diagnostics. The transaction was concluded in January 2013. Through the implementation of IFRS 5, substantially all of the contribution to results from AbD Serotec was already disclosed separately as discontinued operations in the 2012 ﬁ nancial year. MorphoSys owns established and validated technologies and continuously invests in their further development – with an in- ternal team but also through additional purchases. The Com- pany’s strategy builds on these technologies to develop a broad and sustainable pipeline of innovative drug candidates – with partners and for its own account. In the therapeutics area, com- mercialization of these technologies provides secure cash ﬂ ows from long-term partnerships with large pharmaceutical companies. Furthermore, MorphoSys proﬁ ts from the success- ful further development of drug candidates by way of milestone payments as well as through royalties when a drug reaches the market. T S A C E R O F D N A K O O L T U O / S T N E V E T N E U Q E S B U S 56 G R O U P M A N A G E M E N T R E P O R T / / / Outlook and Forecast The Group’s stable cash ﬂ ows and strong cash position enable it to further strengthen its business through investments in pro- prietary drug and technology development. The Management Board expects the following developments for 2013: • MorphoSys will continue to invest in technology development to maintain its leading position in the antibody sector and related technologies. The Company intends to sign new com- mercial agreements based on its proprietary technologies, Slonomics and Ylanthia. • The demand for antibodies as a new treatment modality re- mains high, allowing the Company to expand its pipeline of therapeutic antibodies within its partnerships. • The pharmaceutical industry continues to use the in-licens- ing of compounds as a means of gaining access to promising product candidates. Successful out-licensing of proprietary drug candidates could lead to lucrative cash ﬂ ows. Strategic Outlook MorphoSys’s business model is built on its proprietary technol- ogies, including the HuCAL and the more recently announced Ylanthia antibody libraries, as well as the Slonomics platform. The development of therapeutic antibodies within partnerships will continue to be the mainstay of MorphoSys’s strategy. The Company’s therapeutic pipeline is expected to grow and mature over the coming years, resulting in additional milestone pay- ments. Thanks to the breadth of the pipeline, a signiﬁ cant num- ber of marketed therapeutic antibody products could emerge in the years ahead and, as a result, ﬁ nancial participation through product royalties will be secured. The Partnered Discovery segment generates secured cash ﬂ ows from MorphoSys’s long-term collaborations. The conclusion of additional alliances based on proprietary technologies – includ- ing acquired technologies as in the case of Slonomics – would provide further opportunities for future revenues. In the case of the successful development of drug candidates, MorphoSys would beneﬁ t through milestone payments and, following mar- ket approval, through royalties on the product sales of approved drugs. In its Proprietary Development segment, MorphoSys is develop- ing therapeutic antibodies in-house in the areas of inﬂ amma- tory diseases and oncology. MorphoSys intends to develop pro- prietary drug candidates up to proof of clinical eﬃ cacy before a partner is sought for the commercialization. Subject to certain conditions, individual projects could also be further developed in-house, possibly even to market approval. At the end of 2012, three clinical programs – MOR103, MOR202 and MOR208 – formed the main assets of MorphoSys’s development portfolio. Currently, a partner is being sought for the further clinical development and later commercialization of MOR103, the devel- opment of MOR202 and MOR208 is being expedited at the Com- pany’s own expense. For the foreseeable future, MorphoSys will invest the majority of its cash ﬂ ow in proprietary R&D in order to further expand its own portfolio of proprietary drug candidates and to strengthen its technology platforms. Expected Economic Development The sovereign debt crisis will continue to dominate the econ- omy and the performance of the ﬁ nancial markets in 2013. The economy in the Eurozone has been in recession since the spring of 2012. After the stabilization of the currency union by the ECB, only gradual recovery is expected. In the autumn of 2012, the European Commission reduced the growth pros- pects for the Eurozone in 2013 to 0.1 %; some experts also expect a decline in 2013. Germany is expected to grow in 2013, how- ever the OECD expects economic growth of 0.5 %. In the USA, the imminent ﬁ scal cliﬀ was narrowly avoided. Eco- nomic recovery is expected, resulting in growth of up to 2 %. Japan will also experience an economic upswing. The Interna- tional Monetary Fund predicts economic growth of 1.2 %. The OECD reduced the outlook for its 34 member states and warns of a global recession in 2013. Expected Development of the Life Sciences Sector Historically, the pharmaceutical and life sciences sector is rela- tively immune to economic downturns. An aging population requires new and innovative treatment methods. The necessity of drastic savings measures in national budgets, however, leads to slumps in international healthcare systems, which in turn directly aﬀ ects reimbursement policies and therefore pharmaceutical companies. The expiry of patents on top-selling drugs continues to concern the pharmaceutical industry, al- though the lion’s share of patent expiries has been overcome. However, pharmaceutical companies still suﬀ er from a lack of innovation and product supply. 57 G R O U P M A N A G E M E N T R E P O R T / / / Outlook and Forecast Expected Personnel Development The Group’s workforce is reduced by 135 positions due to the sale of substantially all of AbD Serotec to Bio-Rad. The Group’s workforce in both remaining segments is, however, expected to remain roughly at the same level as in 2012. Additional human resource requirements could arise depending on requirements, e.g. through the conclusion of new commercial development agreements or through the in-licensing of new technologies or development candidates. Expected Research and Development In 2013, the Company’s R&D budget for proprietary drug devel- opment will increase compared with the previous year. In 2013, MorphoSys plans to invest approx. € 32 million to € 37 million in proprietary product and technology development. The majority of this investment will be channeled into the clinical develop- ment of the most advanced drug candidates and into the devel- opment of new technologies. The steps planned for the Company’s proprietary pipeline in 2013 include the following: • Secure partner for the MOR103 development program with a view to continuing clinical development • Continuation of phase 1b safety trial for MOR103 in MS as a second indication • Continuation of phase 1/2a trial for MOR202 in MM • Start of two phase 2 trials for MOR208 in NHL and ALL • Continuation of the joint development program with Galapagos • In-licensing of new target molecules or compounds to rein- force the development portfolio • Collaboration with Lanthio Pharma to establish high-quality and diverse lantipeptide libraries For the Partnered Discovery segment, the marketing of the proprietary technology platforms Ylanthia and Slonomics is paramount. The prospects for the biotechnology sector nevertheless remain very favorable. There are currently approx. 7,400 drug candi- dates in the development pipeline, with an increasing number in phase 3. Pharmaceutical companies remain prepared to invest large sums in developing innovative and promising product can- didates as well as to in-license such programs from biotechnol- ogy companies. Financial resources play an important role for many companies. The access to new sources of ﬁ nance is still limited as before but is of central importance for the further development of the biotechnology industry. In the USA, President Barack Obama described the biotechnology sector as an important sector for growth. The funding of start- ups should create new jobs. The American approval authority, the FDA, has additionally been instructed to shorten approval pro- cesses – which should further reinforce the positive trend of more approvals. Expected Commercial Development MorphoSys’s collaboration with Novartis ensures steady cash ﬂ ows over the coming years until at least the end of 2017. Additional commercial opportunities will arise from its propri- etary technology platforms such as Slonomics and Ylanthia. MorphoSys will continue to concentrate on broadening its part- nered pipeline and increasing the value of its proprietary portfolio. Within the Partnered Discovery segment, the Company antici- pates starting, on average, approximately ten new partnered pro- grams per annum for the next several years. MorphoSys plans to partner its Ylanthia technology with additional pharmaceuti- cal and biotechnology companies. The Company’s most advanced proprietary development pro- gram, MOR103, completed a phase 1b/2a trial in RA patients with very promising results. MorphoSys is currently in partner- ing discussions for further development and marketing of this drug candidate. MorphoSys plans no further clinical trials with MOR103 at the current time. The ongoing phase 1b trial in pa- tients with multiple sclerosis will be continued in 2013. The approval of a therapeutic antibody based on the Company’s proprietary technologies is not expected before 2015/2016. As one of the ﬁ rst partners, Novartis publicly announced that the therapeutic antibody BYM338 could be submitted for approval in 2016. T S A C E R O F D N A K O O L T U O / S T N E V E T N E U Q E S B U S 58 G R O U P M A N A G E M E N T R E P O R T / / / Outlook and Forecast Expected Financial and Liquidity Development MorphoSys has a solid ﬁ nancial foundation and generates sig- niﬁ cant recurring revenues, mainly from its collaboration with Novartis. Following the sale of AbD Serotec, the Management Board anticipates total Group turnover for 2013 of € 48 million to € 52 million. The Partnered Discovery segment is a highly proﬁ table busi- ness unit. Long-term commercial agreements will provide the Company with secured cash ﬂ ows for at least the next ﬁ ve years. In addition, MorphoSys’s management anticipates sign- ing additional agreements based on proprietary technologies such as Slonomics and Ylanthia. Pending the successful out-licensing of drug candidates, the Proprietary Development segment will continue to show losses due to ongoing investment in the preclinical and clinical devel- opment of the various programs. Successful out-licensing of one or more proprietary programs would result in signiﬁ cant proﬁ ts being achieved in this unit. If one of MorphoSys’s proprietary de- velopment programs shows convincing eﬃ cacy data in clinical trials, double-digit-million upfront payments, plus additional development- and sales-based milestone payments, as well as double-digit royalties could be achieved. On the basis of the Management Board’s current planning, total Group operating expenses are expected to increase to between € 70 million and € 74 million in 2013. Investments in proprietary research and development will be heavily inﬂ uenced by the start of additional clinical trials, and are expected to increase to between € 32 million and € 37 million. In addition to the continuation of the trials of MOR103 in multiple sclerosis and MOR202 in multiple myeloma, MorphoSys is planning to start two phase 2 trials of MOR208. The EBIT for continuing operations is expected to be between € –18 million and € –22 million. There is, however, the possibility of these expectations being signiﬁ cantly outperformed if a proprietary development pro- gram such as MOR103 can be out-licensed. Such a contract is not currently included in the projections. One-oﬀ events such as the out-licensing of proprietary products, generating substan- tial up-front and milestone payments, together with royalties from partnered HuCAL antibodies reaching the market, will be- come more important factors for the Group’s ﬁ scal performance in the years to come. Such results could lead to a signiﬁ cant outperformance of the Company’s ﬁ nancial goals. Failures of drug development programs could have a negative impact on the MorphoSys Group. In the near term, top-line growth is dependent on the Company’s ability to sign additional partner- ships and/or to out-license proprietary product candidates. In the mid-term, royalties from marketed products will add to top- line growth. In 2013, a proﬁ t contribution before taxes in the amount of € 4 million to € 6 million from the discontinued segment AbD Serotec is expected, comprising mainly a deconsolidation gain and transaction costs. At the end of the 2012 ﬁ nancial year, MorphoSys’s cash position amounted to € 135.7 million (31 December 2011: € 134.4 mil- lion), including an interest-bearing transferable loan amounting to € 10.0 million as well as liquid funds from the AbD Serotec segment in the amount of € 5.3 million. The successful comple- tion of the sale of AbD Serotec to Bio-Rad leads to a further in- crease of the company’s cash balance of approximately € 48 mil- lion in the ﬁ rst quarter of 2013. MorphoSys sees its strong cash position as an asset which can be used to accelerate future growth through strategic transactions and/or increased invest- ment in the Company’s proprietary portfolio of therapeutic anti- bodies. The ﬁ nancial participation in Lanthio Pharma in the past ﬁ nancial year is a good example of a strategic transaction. DIVIDENDS MorphoSys AG’s German statutory accounts showed accumu- lated proﬁ ts which could be available for distribution. Never- theless, in line with standard practice in the biotechnology in- dustry, MorphoSys does not anticipate paying a dividend for the foreseeable future. Any proﬁ t generated by the business will be substantially reinvested in the operation of its busi- ness, mainly in the area of proprietary drug development, and in strategically interesting acquisitions in order to create fur- ther shareholder value and growth opportunities. As was the case in 2012, the Company plans to purchase its own shares from the market in 2013 for issuance to management under the Company’s annual long-term incentive program. This outlook takes into account all factors known at the time of the preparation of the ﬁ nancial statements which could aﬀ ect our business in 2013 and beyond, and is based on Management Board assumptions. Future results may deviate from the ex- pectations described in the Outlook and Forecast section. Major risks are discussed in the Risk Report. 59 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report • With regard to Code section 5.4.1, in its meeting on 10 March 2011 the Supervisory Board decided to aim for an adequate representation of women on the Supervisory Board, propos- ing female candidates for election by the shareholders and appropriately considering qualiﬁ ed women in the appoint- ment procedure. A concrete quota for female members of the Supervisory Board has not been deﬁ ned since the indi- vidual qualiﬁ cation and not the gender of candidates for election to the Supervisory Board shall be the decisive cri- teria for the composition of the Supervisory Board. With regard to the last election to the Supervisory Board that took place in the Annual General Meeting (AGM) 2012, Mrs. Eastham was elected as new Supervisory Board member next to the election of the male Supervisory Board mem- bers Dr. Möller, Dr. Camus, Dr. Vernon and Dr. Cluzel. Fur- thermore, Prof. Drews was Vice Chairman of the Super- visory Board until the end of the AGM 2012 and at his elec- tion in the AGM 2011 he exceeded the age limit of 75 years deﬁ ned by the Supervisory Board in its rules of procedure. Insofar, the possibility as foreseen in the rules of proce- dure to exceptionally propose an elder candidate for elec- tion was used. The proposal to re-elect Prof. Drews to the Supervisory Board for a further year was at that time in the interest of the Supervisory Board to procure the continu- ity of its performance. Prof. Drews resigned from the Super- visory Board with eﬀ ect as of the end of the AGM 2012. Currently, no Supervisory Board member exceeds the stip- ulated age limit of 75 years. • The remuneration for the Supervisory Board as resolved in the Annual General Meeting 2012 only provides for ﬁ xed remuneration components and no longer for perfor- mance-related remuneration within the meaning of the Code Section 5.4.6. dated 26 May 2010. This Company’s decision reﬂ ects the opinion of a growing number of ex- perts on the subject of supervisory board compensation. In their view, the success-related remuneration of super- visory board members poses the threat of giving rise to a potential conﬂ ict of interests in a body whose duties in- clude setting and evaluating objectives for the Company’s long-term development. Corporate Governance Report The Corporate Governance Report was published on the corpo- rate website, together with the Declaration of Compliance with regard to the Corporate Governance Code and the Declaration about Corporate Management, under Media & Investors > Cor- porate Governance. MorphoSys makes responsible, sustainable and value-oriented corporate management its highest priority. Eﬀ ective corporate governance is a central part of MorphoSys’s corporate manage- ment and builds the framework for the management and super- vision of the Group, including its organization, commercial prin- ciples and regulatory and monitoring measures. On 7 December 2012, both the Management Board and the Super- visory Board updated their Declaration of Compliance with the German Corporate Governance Code. The Management Board and the Supervisory Board of MorphoSys AG state pursuant to Section 161 of the German Stock Corporation Act (AktG): 1. From 8 December 2011, the date of its most recent Declara- tion of Compliance, MorphoSys AG has complied – with the exceptions described below under item no. 4. – with the recommendations of the “Government Commission on the German Corporate Governance Code” in the Code version dated 26 May 2010. 2. On 15 May 2012, the “Government Commission on the German Corporate Governance Code” submitted a new version of the Code. MorphoSys AG has also complied – with the exceptions described below under item no. 4. – with the recommenda- tions of this new Code version. 3. As of today, MorphoSys AG complies – with the exceptions described below under item no. 4. – with the recommendations of the “Government Commission on the German Corporate Governance Code” in the Code version dated 15 May 2012. 4. Exceptions: • The stock option program for the Executive Board launched prior to 2011 does not provide a cap for unforeseen devel- opments within the meaning of Code section 4.2.3, since the reasonableness of the amount of stock options for the Executive Board was already considered at the time of the grant. However, the long-term incentive programs for the year 2011 and thereafter incorporate the concept of a cap compliant with the Code. T R O P E R E C N A N R E V O G E T A R O P R O C 60 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report Declaration about Corporate Manage- ment in Accordance with sec. 289a of the German Commercial Code (HGB*) for the 2012 Financial Year The principles of corporate management, the composition and collaboration of the Management Board, Supervisory Board and committees as well as the Declaration of Compliance pursu- ant to section 161 of the German Stock Corporation Act (Ak- tiengesetz – AktG) can be found on the MorphoSys corporate website under Media & Investors > Corporate Governance > Declaration about Corporate Management. *S E E G L O S S A R Y /// pa g e 1 3 4 Shareholders and the Annual General Meeting One of the most important foundations of our Company com- munication policy is to comprehensively inform institutional in- vestors, private shareholders, ﬁ nancial analysts, employees as well as all other interested parties about the Company’s situation through regular, open and up-to-date communications. All im- portant information has been published on the Internet. The Com- pany strictly adheres to the concept of fair disclosure. A central part of MorphoSys’s relations with its investors is frequent meetings with analysts and investors at road shows and one-on-one discussions. Conference calls accompany the publication of the quarterly ﬁ gures to enable immediate queries on the development of the Company for analysts and investors. The Company’s presentations at on-site events are accessible to any interested party on the corporate website. Video and audio recordings of key events can be replayed on the website at any time. Transcripts of the quarterly conference calls are also pro- vided in a timely manner. MorphoSys uses its corporate website as a central platform to provide up-to-date information about the Company and its progress. MorphoSys’s ﬁ nancial calendar lists the dates of all regular ﬁ nancial publications and the next Annual General Meeting well in advance. ANNUAL GENERAL MEE T ING The Annual General Meeting took place in Munich on 31 May 2012. Approximately 40 % of total voting stock was represented at the meeting, an increase compared to the attendance ﬁ gure in 2011 (approximately 31 %). MorphoSys assisted its shareholders in the use of proxies and arranged the appointment of a represen- tative to exercise shareholders’ voting rights in accordance with instructions. This representative was also available until the end of the general debate of the Annual General Meeting. MorphoSys’s shareholders approved all management proposals put to the vote at the meeting with one exception: • The 2011 net proﬁ t was forwarded to a new account. • The members of both boards were released. • PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, Munich, was elected the statutory auditor and auditor for the Consolidated Financial Statements for the 2012 ﬁ nancial year, as well as the auditor for the interim report on 30 June 2012. • Election/reelection of members of the Supervisory Board: – Dr. Gerald Möller was reelected as a member of the Super- visory Board. – Dr. Geoﬀ rey Vernon was reelected as a member of the Super- visory Board. – Dr. Daniel Camus was reelected as a member of the Super- visory Board. – Dr. Marc Cluzel was newly elected to the Supervisory Board. – Mrs. Karin Eastham was newly elected to the Supervisory Board. • The proposal for the creation of a new Authorized Capital 2012-I was rejected. • The proposal for the creation of a new Authorized Capital 2012-II was accepted. • The remuneration of the Supervisory Board was redeﬁ ned. MorphoSys provided an online webcast of the Management Board’s presentation and published all documents in a timely manner on the Company’s website under Media & Investors > Annual General Meeting. Cooperation between the Manage- ment Board and the Supervisory Board In order to guarantee good corporate governance, open and comprehensive communication on a regular basis is a guiding principle for the Management Board and the Supervisory Board of MorphoSys AG. The underlying two-tier system required by the German Stock Corporation Act (AktG) explicitly diﬀ eren- tiates between management and supervision. The responsibilities of both boards are clearly deﬁ ned by law as well as by the Ar- ticles of Association and the Rules of Procedure of the boards. MorphoSys AG’s boards work together closely and act and de- cide in the best interest of the Company. Their dedicated goal is to sustainably increase the Company’s value. 61 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report The most recent version of the German Corporate Governance Code recommends that the Management Board and the Super- visory Board should observe the principle of diversity and strive to increase the number of women in management posi- tions. Women at MorphoSys occupy positions on the Manage- ment Board as well as the Supervisory Board. This diversity is also reﬂ ected at other management levels. MANAGEMEN T BOARD The Management Board of MorphoSys AG consists of one chair- man and three additional members. The Schedule of Responsi- bilities deﬁ nes the diﬀ erent areas of responsibility and coopera- tion within the Management Board. • Dr. Simon Moroney, Chief Executive Oﬃ cer, is responsible for Strategy and Planning, Corporate Communications and Investor Relations, Internal Audit, Human Resources, the AbD Serotec business segment (up to the date of the divest- ment), Business Development and Legal, as well as the coor- dination of the single areas of responsibility of the individual board members and the representation of the Management Board vis-à-vis the Supervisory Board. Initial appointment: 1998 (co-founder) End of current period of oﬃ ce: 30 June 2014 • Jens Holstein, Chief Financial Oﬃ cer, is responsible for Ac- counting and Controlling, Corporate Finance and Corporate Development, Technical Operations including IT and Central Purchasing and Logistics. Initial appointment: 2011 End of current period of oﬃ ce: 30 June 2014 • Dr. Arndt Schottelius, Chief Development Oﬃ cer, is responsi- ble for the preclinical and clinical development of MorphoSysʼs proprietary development programs, Project and Portfolio Management, Quality Assurance and Regulatory Aﬀ airs as well as Drug Safety and Pharmacovigilance. Initial appointment: 2008 End of current period of oﬃ ce: 30 June 2014 • Dr. Marlies Sproll, Chief Scientiﬁ c Oﬃ cer, is responsible for Discovery Alliances and Technologies, Target and Antibody Discovery, Protein Sciences , Alliance Management and Intel- lectual Property,. Initial appointment: 2005 End of current period of oﬃ ce: 30 June 2014 SUPERVISORY BOARD As of 31 December 2012, MorphoSysʼs Supervisory Board con- sisted of six independent members. The members of the Super- visory Board are appointed by the Annual General Meeting. Dr. Gerald Möller was conﬁ rmed as Chairman of the Supervi- sory Board after his re-election at the 2012 Annual General Meeting. After Prof. Drews stepped down, Dr. Geoﬀ rey Vernon took over as Deputy Chairman of the Supervisory Board. The composition of the committees can be found in table 14. Dr. Walter Blättler could not participate in two Supervisory Board sessions; Dr. Metin Colpan and Dr. Geoﬀ rey Vernon were each absent on one occasion. All participants, however, received all information on the respective sessions. All participants were present at the committee meetings at all times. The Supervisory Board has drawn up its own Rules of Proce- dure. The Supervisory Board examines the eﬃ ciency of its activities on a regular basis, as recommended in the German Corporate Governance Code. To date, all audits have led to the conclusion that the Supervisory Board is organized eﬃ ciently and that the Management Board and the Supervisory Board cooperate very well. DIREC T ORS’ HOL DINGS The members of the Management Board and the Supervisory Board own more than 1 % of the shares issued by the Company. Regarding the disclosure of Company stocks held or ﬁ nancial instruments relating to them, please refer to section 29 (Related Parties) of the Notes to the Consolidated Financial Statements. This list details all shares, performance shares, stock options and convertible bonds held by each member of the Management Board and the Supervisory Board. DIREC T ORS’ DEAL INGS Under the German Securities Trading Act (Wertpapierhandels- gesetz – WpHG), the members of MorphoSys AGʼs Management Board and Supervisory Board and persons who have a “close relationship” with such members are obligated to disclose any trading in MorphoSys stock. In the reporting year, MorphoSys received the following notiﬁ - cations pursuant to sec. 15a of the WpHG, which can be found in table 15. PREVEN T ING CONF L IC T S OF IN T ERES T Members of both boards are obliged to avoid any actions that could cause conﬂ icts of interest with their functions at MorphoSys AG. Such transactions or ancillary activities of the Management Board have to be reported immediately to and approved by the Supervisory Board. The Supervisory Board must in turn inform the Annual General Meeting of any con- ﬂ icts of interest which have occurred along with their solu- tions. In the 2012 ﬁ nancial year, no conﬂ icts of interest occurred. T R O P E R E C N A N R E V O G E T A R O P R O C 62 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report TAB . 13 /// COMP O SI T ION OF T HE SUPERVI S OR Y B OARD T HROUGH ANNUAL GENERAL MEE T ING ON 31 MAY 2012 Dr. Gerald Möller Prof. Dr. Jürgen Drews Dr. Walter Blättler Dr. Daniel Camus Dr. Metin Colpan Dr. Geoﬀ rey Vernon Position Chairman Deputy Chairman Member Member Member Member Initial Ap- pointment End of Period* Audit Committee Remunera- tion and Nomination Committee Science and Technology Committee 1999 1998 2007 2002 2004 1999 2012 2012 2014 2012 2012 2012 i n d e p e n d e n t f i n a n c i a l e x p e r t c h a i r m a n m e m b e r * Period ends with termination of Annual General Meeting TAB . 14 /// COMP O SI T ION OF T HE SUPERVI S OR Y B OARD F ROM 31 MAY 2012 Dr. Gerald Möller Dr. Geoﬀ rey Vernon Dr. Walter Blättler Dr. Daniel Camus Dr. Marc Cluzel Karin Eastham Position Chairman Deputy Chairman Member Member Member Member Initial Ap- pointment End of Current Period* Audit Committee Remunera- tion and Nomination Committee Science and Technology Committee 1999 1999 2007 2002 2012 2012 2015 2015 2014 2015 2015 2015 i n d e p e n d e n t f i n a n c i a l e x p e r t c h a i r m a n m e m b e r * Period ends with termination of Annual General Meeting TAB . 15 /// DIREC T ORS’ DEAL ING S IN 2012 Member of the Management Board Jens Holstein Jens Holstein Function CFO CFO Date of Transaction in 2012 Type of Transaction Number of Stocks/ Derivatives Average Share Price in € Transaction Volume in € 13 June 13 June Purchase Purchase 1,000 500 17.00 17.10 17,000.00 8,550.00 63 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report SHAREHOL DER APPROVAL OF EQUI T Y COMPENSAT ION PL ANS, S T OCK REPURCHASES By resolution of the Annual General Meeting on 19 May 2011, MorphoSys is authorized to acquire treasury stock totaling up to 10 % of the capital stock in accordance with sec. 71 para. 1 No. 8 of the German Stock Corporation Act. The authorization may be exercised in whole or in part, once or several times, in pursuit of the purposes determined in the authorization reso- lution by the Company or by third parties for the account of the Company. At the discretion of the Management Board, the buyback may be eﬀ ected on the stock market or by means of a public oﬀ er or a public invitation to tender. In April 2012, MorphoSys repurchased 91,500 treasury shares based on this authorization. The treasury shares will be used to implement the Companyʼs long-term incentive program for the Management Board and the Senior Management Group. ACCOUN T ING AND S TAT U T ORY AUDI T MorphoSys AG prepares its Consolidated Financial Statements and quarterly ﬁ nancial statements in accordance with the Inter- national Financial Reporting Standards (IFRS). The Consoli- dated Financial Statements are prepared in accordance with the International Financial Reporting Standards (IFRS), as these must be applied in the European Union. At the Annual General Meeting, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft was appointed auditor for the 2012 ﬁ nancial statements and Consolidated Financial State- ments. The Supervisory Board had conﬁ rmed the auditorʼs inde- pendence in advance. Information and Communication In the 2012 reporting year, MorphoSys initiated a project to up- date and expand the existing ERP (enterprise resource planning) software via which information for operational processes and internal control as well as for reporting purposes is made avail- able. Additionally, a corporate performance management sys- tem (CPM) was newly introduced for the support of corporate planning and Group reporting. Considering the relevance of its information systems, MorphoSys has IT policies in place governing the use of information tech- nology and communication media in order to reduce any risk to conﬁ dential and proprietary information. The update and ex- pansion of these policies in 2012 ensured that further techno- logical development and new legal provisions are considered. Organizational principles on the provision of information secu- rity at MorphoSys are deﬁ ned in a corresponding policy. Addi- tionally, a communications policy regulates the distribution of all written and verbal information aimed at the public. An audit undertaken in the reporting year conﬁ rmed the security of the IT processes and systems with respect to data availability, security and integrity. Compliance System IN T ERNAL CON T ROL SY S T EM In the 2012 reporting year, MorphoSys once again updated its documentation regarding the existing internal control sys- tem used for maintaining adequate internal control over ﬁ nancial reporting. In accordance with sec. 289 para. 5 and sec. 315 para. 2 No. 5 of the German Commercial Code (HGB), MorphoSys described the key characteristics of its accounting- related internal control system. This ensures that all controls are in place to be able to report the ﬁ nancial ﬁ gures as precisely as possible. The Committee of Sponsoring Organizations of the Treadway Commission (COSO) deﬁ nes the corresponding COSO framework (“Internal Control – Integrated Framework”). These internal controls form the most commonly used basis for internal control over ﬁ nancial reporting and are also used by MorphoSys for the structuring and documentation of internal controls. Due to its inherent limitations, it cannot be ruled out that inter- nal control over ﬁ nancial reporting may not detect or prevent misstatements. The internal controls can only provide reasonable assurance regarding the reliability of ﬁ nancial reporting and the preparation of ﬁ nancial statements for external purposes, in accordance with IFRS (International Financial Reporting Stan- dards) as adopted by the European Union. In order to ensure the correctness of the registered ﬁ nancial key ﬁ gures as well as the underlying execution of all bookkeeping processes, MorphoSys has implemented a strict ‘four eyes’ prin- ciple. Additionally, the eﬀ ectiveness and eﬃ ciency of these processes is regularly checked and monitored by external service providers. The consolidated ﬁ nancial statements pass through a large number of preparation, inspection and monitoring pro- cesses in order to report these to the market and shareholders in a timely manner. This takes place according to a plan agreed with the Company’s management for which both the corre- sponding internal and external resources are made available. T R O P E R E C N A N R E V O G E T A R O P R O C 64 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report F IG . 16 /// T HE M O RP H O S Y S C O MPL IANC E S Y S T EM Corporate Governance regulations 1 2 3 1 Declaration of compliance with German Corporate Governance Code (sec. 161 AktG) 2 Changes in management reporting (sec. 289 HGB) • Statement on Corporate Governance • Report on accounting-related Internal Control System + on risk management 3 Supervisory Board and Audit Committee • Establishment of an audit committee • Occupation with independent financial experts • Specification of the monitoring tasks • Cooperation with the external auditor • Primary tasks of the Supervisory Board ― Monitoring of financial reporting ― Monitoring the effectiveness - of Internal Control System - of Risk Management System - of Internal Audit Speciﬁ cation of monitoring tasks ― Monitoring the external audit, especially - Independence of external auditor - Additional services provided by external auditor • Tasks, that the Supervisory Board may delegate (some or all) to the Audit Committee (sec. 107 (3) para. 2 AktG) • Supervisory Board remains responsible for these tasks Furthermore, a range of provisions and guidelines guarantee the strict separation of planning, booking and implementation of ﬁ nancial transactions. Adherence to and implementation of these guidelines are audited on a regular basis. This separation of functions is ensured for all implemented IT systems via the corresponding assignment of permissions. Projections relating to future periods are not part of the inter- nal control system. IN T ERNAL AUDI T F UNC T ION The internal audit function was implemented at MorphoSys in 2010. Its aim is to assist the MorphoSys Group in accomplishing its objectives with a systematic and disciplined approach to evaluating and improving the eﬀ ectiveness of the organizationʼs risk management, as well as control and governance processes in the fulﬁ llment of the set targets. Auditing and consulting com- pany KPMG was appointed co-sourcing partner in 2012 to sup- port the internal audit function and the performance of the audit. The internal audit function is founded on a risk-based internal audit plan which is mainly derived from the last risk manage- ment results. In addition, audit requirements and suggestions from the Management Board and the Supervisory Boardʼs Audit Committee are considered in the risk-oriented internal audit plan. The internal audit function regularly reports to the Management Board. The Head of the Internal Audit Function reports together with the CEO to the Supervisory Boardʼs Audit Committee twice a year or immediately if the need arises. During 2012, four audits were successfully conducted. Sev- eral areas for improvement were identiﬁ ed and appropriate cor- rective measures were implemented; deﬁ ciencies in processes were cured by appropriate countermeasures. The internal audit functionʼs audit plan for 2013 includes a similar number of audits to 2012. RISK MANAGEMEN T MorphoSys works with a risk management system that en- sures the early identiﬁ cation and evaluation of business-speciﬁ c risks. Using appropriate countermeasures, the identiﬁ ed risks are mitigated or at least reduced to an acceptable level. Special 65 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report attention is paid to those risks which may put the existence of the Company in jeopardy. The Management Board ensures responsible risk handling at all times and keeps the Supervisory Board informed about ex- isting risks and their development. Detailed information about the opportunities and risks at MorphoSys can be found in the “Risks and Opportunities Report” (from page 49). S TAT U T ORY AUDI T BY PRICEWAT ERHOUSECOOPERS AG MorphoSys prepares its Consolidated Financial Statements and quarterly ﬁ nancial statements in accordance with the In- ternational Financial Reporting Standards (IFRS). MorphoSys AGʼs ﬁ nancial statements are prepared in accordance with the German Commercial Code (HGB). The Audit Committee of the Supervisory Board proposes the selection of the Companyʼs ex- ternal auditor. At the 2012 Annual General Meeting, Pricewa- terhouseCoopers AG Wirtschaftsprüfungsgesellschaft was ap- pointed auditor for the 2012 ﬁ nancial year. In order to ensure the auditorʼs autonomy, the Audit Committee obtained a decla- ration of independence from the auditor. Remuneration Report The Remuneration Report outlines the principles, structure and amount of compensation paid to the Management Board and Supervisory Board. The Remuneration Report reﬂ ects the legal provisions and the respective principles of the German Cor- porate Governance Code. The Remuneration Report is part of the Management Report as well as the Corporate Governance Report. REMUNERAT ION OF T HE MANAGEMEN T BOARD The remuneration system for the Management Board is in- tended to provide an incentive for successful and sustainable corporate management. The aggregate annual compensation paid to Management Board members consists of several compo- nents such as ﬁ xed components, a yearly cash bonus based on the achievement of Company and individual goals (short-term incentive – STI), a long-term incentivizing component in the form of a share performance plan (long-term incentive – LTI) and additional beneﬁ ts. Each year, the structure and appropri- ateness of the aggregate annual compensation packages are re- viewed by the Remuneration and Nomination Committee. The amount of compensation payable to the Management Board mem- bers is dependent in particular on the achievement of the duties and goals of the individual Management Board member, and on the business situation, success and prospects of the Company relative to its competitive environment. The aggregate compen- sation packages are compared with the results of an annual Management Board compensation analysis. All resolutions on adjustments to the aggregate annual compensation packages are adopted by the plenum of the Supervisory Board. The last occasion on which the salaries of the Management Board mem- bers were adjusted was in July 2012. F IG . 17 /// RI SK-BA SED IN T ERNAL AUDI T PL AN MORPHOSY S based on audit plan S UP P O R T B Y AUDI T O RS ( K P M G ) I II III IV V VI VII VIII Risk analysis and planning of the annual audit plan Risk analysis with audit area Deﬁ nition of audit objective (process analysis) Risk analysis and evaluation for audit objective Evaluation of the Internal Control System Deﬁ ning and carrying out the necessary audit steps Documentation and communi- cation of results Follow-up QUAL I T Y MANA GEMEN T T R O P E R E C N A N R E V O G E T A R O P R O C 66 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report OVERVIE W In the 2012 ﬁ nancial year, the total compensation of the Man- agement Board amounted to € 3,534,475 (2011: € 3,917,373). Of this total amount, € 2,419,475 was attributable to cash com- pensation, and € 1,115,000 or 32 % to share-based compensation (long-term incentivizing compensation – LTI). The table below shows a detailed breakdown of the compensa- tion paid to the members of the Management Board: TAB . 16A /// COMPENS AT ION OF T HE MANAGEMEN T B OARD IN 2012 Fixed Compensation Short-term Incentive Compensation Long-term Incentive Compensation (Target Attainment Depends on Company Goals) Total Compensation Base Salary in € Other Compensatory Beneﬁ ts in € Variable Compensation in € No. of Performance Shares Granted Fair Value at The Time of the Grant in € Dr. Simon E. Moroney Jens Holstein Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL 401,980 271,867 272,700 272,700 1,219,247 139,5551 129,8362 103,8413 96,6094 469,841 226,689 176,890 164,155 162,653 730,387 18,976 12,997 12,997 12,997 57,967 1 Includes € 109,882 in annual contributions to a private pension fund and allowances for insurances 2 Includes € 72,999 in annual contributions to a private pension fund and allowances for insurances 3 Includes € 76,898 in annual contributions to a private pension fund and allowances for insurances 4 Includes € 76,789 in annual contributions to a private pension fund and allowances for insurances TAB . 16B /// COMPENS AT ION OF T HE MANAGEMEN T B OARD IN 2011 in € 1,133,224 828,593 790,696 781,962 365,000 250,000 250,000 250,000 1,115,000 3,534,475 Fixed Compensation Short-term Incentive Compensation Long-term Incentive Compensation (Target Attainment Depends on Company Goals) Total Compensation Base Salary in € Other Compensatory Beneﬁ ts in € Variable Compensation in € No. of Performance Shares Granted Fair Value at The Time of the Grant in € in € Dr. Simon E. Moroney Dave Lemus* Jens Holstein** Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL 386,862 132,119 167,500 256,000 262,259 1,204,740 135,1311 479,0092 181,5843 99,0464 94,5635 989,333 181,825 72,026 83,750 107,520 125,884 571,005 17,676 – 12,107 12,107 12,107 53,997 377,206 1,081,024 – 258,363 258,363 258,363 683,154 691,197 720,929 741,069 1,152,295 3,917,373 * Left the Management Board of MorphoSys AG on 10 March 2011 ** Joined the Management Board of MorphoSys AG on 1 May 2011 1 2 3 4 5 Includes € 107,233 in annual contributions to a private pension fund and allowances for insurances Includes € 35,629 in annual contributions to a private pension fund and allowances for insurances Includes € 53,001 in annual contributions to a private pension fund and allowances for insurances Includes € 73,613 in annual contributions to a private pension fund and allowances for insurances Includes € 74,868 in annual contributions to a private pension fund and allowances for insurances 67 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report During 2012, members of the Management Board did not exer- cise convertible bonds or share options. As required by law, all transactions involving MorphoSysʼs shares were reported and published in the Corporate Governance Report and on the Companyʼs website. FIXED C OMPENSATION The Management Board’s ﬁ xed compensation consists of the base salary as well as other compensatory beneﬁ ts which pri- marily encompass the use of company cars, allowances for health, social care and invalidity insurances. In the 2012 ﬁ nan- cial year, Management Board member Jens Holstein was com- pensated an amount of € 16,117 for costs incurred in moving to Munich. Furthermore, all members of the Management Board participate in private pension funds or another type of pension scheme (Altersversorgung). MorphoSys pays monthly contribu- tions into these funds or other pension schemes. These payments amount to a maximum of 10 % of the annual ﬁ xed salary of each Management Board member plus tax contributions, and are included in the other compensatory beneﬁ ts. In addition, all Management Board members participate in a pension scheme which was established in cooperation with Allianz Pensions- Management e.V. Pension commitments from this ”Unterstüt- zungskasse” are fulﬁ lled by Allianz Pensions-Management e.V. SHOR T-TERM INCENTIVIZING C OMPE NSATION (STI) Each Management Board member is eligible for performance-re- lated compensation in the form of an annual cash bonus payment of up to 70 % of his or her annual base salary at 100 % target at- tainment as of July 2012. Such bonus payments are dependent on the achievement of Company and individual goals, which are set by the Supervisory Board at the beginning of each ﬁ nancial year. The Company goals account for two thirds of the bonus payment and are based on the operating performance of the Com- pany, as measured by revenues, operating proﬁ t and progress in the partnered and proprietary pipeline. The individual goals account for one third of the payment and comprise operational objectives for which each Management Board member is respon- sible. At the end of the year, the Supervisory Board evaluates the level of attainment of the Company and individual goals and sets the bonus payment accordingly. The bonus is subject to a cap of 125 % of the target amount. If goals are missed, the vari- able component may not be paid at all. The bonus for the 2012 ﬁ nancial year will be paid out in February 2013. LONG -TERM INCENTIVIZING C OMPENSATION (LTI) In 2011, MorphoSys introduced a new long-term incentive (LTI) program for its Management Board and Senior Management Group. The LTI program is based on the issuance of performance shares, linked to the achievement of certain pre-deﬁ ned objec- tives over a four-year period. The following description of the 2012 LTI program is illustrative of each year’s program. Each year, the Supervisory Board decides on the number of per- formance shares to be allocated to the members of the Manage- ment Board and the Management Board decides on the alloca- tion for the Senior Management Group. On 1 April 2012, 57,967 performance shares were allocated to members of the Manage- ment Board, and 33,533 were allocated to members of the Senior Management Group, with each member receiving a deﬁ ned al- location of shares (for further details, see Section 29 of the Notes to the Consolidated Financial Statements). Another 2,292 per- formance shares were allocated to members of the Senior Man- agement Group on 1 October 2012. During the month of April, the Company purchased 91,500 MorphoSys shares in the mar- ket in order to service the 2012 LTI program. Concurrent with the allocation of shares in a given year, certain long-term performance targets are deﬁ ned by the Supervisory Board. For the 2012 LTI program, the target is the performance of the MorphoSys share in comparison to an artiﬁ cial index com- prising the NASDAQ Biotechnology Index and the TecDax Index, equally weighted. Performance shares are earned annually, based on a daily comparison of the MorphoSys share vs. the ar- tiﬁ cial index. Performance in a given year is subject to a thresh- old of 50 % and a cap of 200 %, meaning that under-performance of the MorphoSys share vs. the artiﬁ cial index by at least 50 % will result in no shares being earned, while an out-performance of at least 200 % results in no additional shares being earned. The number of performance shares to be released to the pro- gram’s beneﬁ ciaries is ﬁ nally determined at the conclusion of a program, i.e. after four years. The calculation considers the num- ber of shares originally allocated, adjusted by the performance of the company’s share against the artiﬁ cial index, and the dis- cretion of the Supervisory Board using a so-called “company factor”. The company factor is a number between 0 and 2 which can be applied by the Supervisory Board based on the compa- ny’s circumstances at the time. The default value of the Company factor is 1. The LTI program therefore contains a cap, as per the requirements of the German Corporate Governance Codex. VARIA No credits, loans or similar beneﬁ ts were granted to members of the Management Board. In the year under review, the Manage- ment Board members received no beneﬁ ts from third parties that were either promised or granted in view of their position as members of the Management Board. T R O P E R E C N A N R E V O G E T A R O P R O C 68 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report NON - RE APP OINTMENT/NON - PROLONGATION The service agreements of the Management Board members stip- ulate that in the event of a non-reappointment or non-prolonga- tion of the service agreement, each member of the Management Board is entitled to receive a severance payment in the amount of one yearʼs ﬁ xed salary. Such a severance payment will be oﬀ - set against any salary payments received in the event of a leave of absence of a Management Board member. If the Management Board memberʼs service agreement is terminated by death, his/ her spouse or life partner is entitled to the monthly ﬁ xed salary for the month of death and the following twelve months. In the event that (i) MorphoSys transfers its assets or material parts of its assets to a non-aﬃ liated third party, (ii) MorphoSys is merged into a non-aﬃ liated company or (iii) a shareholder holds more than 30 % of the voting rights of MorphoSys, each member of the Management Board is allowed to extraordinarily terminate his/her service agreement and may demand the outstanding ﬁ xed salary for the remaining contractually provided term of contract or for two years, whichever is greater. Furthermore, in such a case all granted stock options, convertible bonds and performance shares will be treated as immediately vested. REMUNERAT ION OF T HE SUPERVIS ORY BOARD Compensation of the members of the Supervisory Board is based on the provisions of the Articles of Association and the respective resolutions of the shareholders at the Annual Gen- eral Meetings regarding the remuneration of the members of the Supervisory Board. In 2012, the members of the Supervisory Board received ﬁ xed compensation and an attendance fee for attending board and committee meetings. According to the resolution of the Annual General Meeting on 31 May 2012, each Supervisory Board member receives an annual board member- ship ﬂ at fee (€ 85,400 for the Chairman, € 51,240 for the Deputy Chairman and € 34,160 for the other Supervisory Board mem- bers). The Chairman receives € 3,000 per board meeting chaired and the other members receive € 1,500 per board meeting at- tended. For the work in the committees, the Chairman of a com- mittee receives € 9,000, the other committee members € 6,000 each. In addition, committee members receive € 1,000 per com- mittee meeting attended. Compensation is paid out proportion- ally on a quarterly basis. In addition, the Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remu- neration. The overall compensation package takes into account the responsibilities and range of tasks of the Supervisory Board members. In the 2012 ﬁ nancial year, the members of the Supervisory Board received a total of € 478,197 (2011: € 384,750) excluding reimbursement of travel expenses. This amount consists of ﬁ xed remuneration and the attendance fee. The Company did not provide loans to members of the Super- visory Board. The table below shows a detailed breakdown of the compensation paid to the Supervisory Board: TAB . 17 /// COMPENSAT ION OF T HE SUPERVIS ORY BOARD Fixed Compensation Attendance Fees Total Compensation in € 2012 2011 2012 2011 2012 2011 Dr. Gerald Möller Prof. Dr. Jürgen Drews* Dr. Walter Blättler Dr. Daniel Camus Dr. Marc Cluzel** Dr. Metin Colpan* Karin Eastham** Dr. Geoﬀ rey N. Vernon TOTAL 94,400 26,264 43,160 41,939 27,116 16,678 23,591 51,549 324,697 70,000 57,750 39,500 36,500 – 36,500 – 39,500 279,750 37,000 9,500 21,500 23,500 19,000 6,000 15,000 22,000 153,500 26,000 17,500 13,500 19,000 – 8,500 – 20,500 105,000 131,400 35,764 64,660 65,439 46,116 22,678 38,591 73,549 478,197 96,000 75,250 53,000 55,500 – 45,000 – 60,000 384,750 left the Supervisory Board of MorphoSys AG on 31 May 2012 * ** Member of the Supervisory Board of MorphoSys AG since 31 May 2012 69 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report Information in accordance with sec. 315 para. 4 of the German Commer- cial Code (HGB) as well as the Clarify- ing Report of the Management Board COMP OSI T ION OF COMMON S T OCK As of 31 December 2012, the Companyʼs share capital amounted to € 23,358,228.00, divided into 23,358,228 no-par bearer shares. With the exception of 255,415 Company treasury shares, this total represents subscriber shares with voting rights, whereby each share grants one vote in the Annual General Meeting. RES T RIC T IONS AF F EC T ING VO T ING RIGH T S OR T HE T RANSF ER OF SHARES The Management Board is not aware of any restrictions which aﬀ ect voting rights or the transfer of shares. This also relates to restrictions which could result from agreements between share- holders. Restrictions on voting rights can further arise from provisions in the German Stock Corporation Act (AktG), such as according to sec. 136 of the German Stock Corporation Act or for treasury shares pursuant to sec. 71b of the German Stock Corporation Act. SHAREHOL DINGS IN T HE SHARE C API TAL EXCEEDING 10 % OF T HE VO T ING RIGH T S Direct or indirect shareholdings in the Companyʼs share capital that exceed 10 % of the voting rights have not been shared with us and are also unknown in any other way. Board may be appointed for a maximum period of up to ﬁ ve years. A reappointment or extension of the period of oﬃ ce are permissible up to a maximum of ﬁ ve years in each case. The Supervisory Board can repeal the appointment of a Management Board member and the nomination of a Chief Executive Oﬃ cer if an important reason exists in the context of sec. 84 para. 3 of the German Stock Corporation Act. If an essential member of the Management Board is not present, then in urgent cases this is judicially appointed according to sec. 85 of the German Stock Corporation Act. The Companyʼs Articles of Association can only be amended by a resolution by the Annual General Meeting, in accordance with sec. 179 para. 1 line 1 of the German Stock Corporation Act. In accordance with sec. 179 para. 2 line 2 of the German Stock Corporation Act, in conjunction with sec. 20 of the Articles of Association, the Annual General Meeting can rule on amend- ments to the MorphoSys Articles of Association with a simple majority of the votes submitted and a simple majority of the share capital represented in the passing of the resolution. To the ex- tent that the law stipulates a mandatory greater vote or capital majority, this shall be applied. Amendments to the Articles of Association, which solely concern their formulation, can however be decided by the Supervisory Board pursuant to sec. 179 para. 1 line 2 of the German Stock Corporation Act in conjunction with sec. 12 para 3 of the Articles of Association. P OWERS OF T HE MANAGEMEN T BOARD IN T HE ISSUING OF SHARES The powers of the Management Board in the issuance of shares arise from sec. 5 para. 5 to para. 6e of the Articles of Association and the legal provisions: SHARES WI T H SPEC IAL RIGH T S CONF ERRING P OWERS OF CON T ROL No shares exist with special rights conferring powers of control. a. Authorized capital aa. Pursuant to sec. 5 para. 5 of the Articles of Association RIGH T T O CON T ROL VO T ES WI T H REGARD T O SHAREHOL D - INGS IN T HE C API TAL HEL D BY EMPL O YEES Employees who hold shares in the Company exercise their voting rights in the same manner as other shareholders in direct ac- cordance with legal regulations and the Articles of Association. APP OIN T MEN T AND DISMISSAL OF MEMBERS OF T HE MANAGEMEN T BOARD AS WEL L AS AMENDMEN T S T O T HE AR T ICLES OF ASSOC IAT ION The determination of the number of Management Board mem- bers, their appointment and dismissal, as well as the nomina- tion of the Chief Executive Oﬃ cer are carried out according to sec. 6 of the Articles of Association and sec. 84 of the German Stock Corporation Act by the Supervisory Board. The Companyʼs Management Board is currently made up of the Chief Executive Oﬃ cer and three further members. Members of the Management and with the approval of the Supervisory Board, the Man- agement Board is authorized to increase the Companyʼs share capital for cash contributions and/or in kind on one or several occasions, but to no more than a maximum total of € 8,864,103.00, by issuing up to 8,864,103 new bearer shares up to 30 April 2013. (Authorized capital 2008-I). The Management Board is authorized with the approval of the Supervisory Board to exclude preemptive rights of shareholders in the following cases: i. in the case of a capital increase for cash contributions, to the extent that this is necessary to avoid fractional shares; or ii. in the case of a capital increase in kind to the extent that the capital increase is used for the acquisition of companies, shareholdings in companies, patents, licenses or other industrial property rights, license rights or of assets which constitute a business in their entirety; or T R O P E R E C N A N R E V O G E T A R O P R O C 70 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report iii. in the case of a capital increase in cash to the extent that young shares are placed on a stock exchange in context with a listing. bb. Pursuant to sec. 5 para. 6 of the Articles of Association and with the approval of the Supervisory Board, the Man- agement Board is authorized to increase the Companyʼs share capital for cash contributions and/or in kind on one or several occasions, but to no more than a maximum total of € 2,311,216, by issuing up to 2,311,216 new bearer shares (authorized capital 2012-II) up to the 30 April 2017. Shareholders are fundamentally entitled to preemp- tive rights. The shares can also be taken over by one or several credit institutes with the obligation to oﬀ er them to shareholders for subscription. The Management Board is, however, authorized with the approval of the Supervi- sory Board to exclude the preemptive rights of share- holders in the following cases: i. to the extent that this is necessary to avoid fractional amounts; or ii. if the issuing amount of the young shares does not fall signiﬁ cantly below the stock exchange rate of the currently listed shares of the same class at the time of the conclusive determination of the issuing amount, and the shares issued pursuant to, or following a cor- responding application of, sec. 186 para. 3 line 4 of the German Stock Corporation Act under exclusion of the preemptive rights during the period of this authoriza- tion do not exceed a total 10 % of the share capital, and further, neither at the time of the authorization taking eﬀ ect nor at the time of the authorization being exer- cised. The Management Board is empowered with the approval of the Supervisory Board to determine the further speciﬁ cs of the capital increase and its imple- mentation. b. Conditional capital aa. Pursuant to sec. 5 para. 6a of the Articles of Association, the Companyʼs share capital is increased conditionally by € 70,329.00, divided into up to 70,329 no-par bearer shares (Conditional capital 1999-I). The conditional capi- tal increase shall only be accomplished by an amount of € 3,255.00 (Conditional capital II aa) to the extent that the holders of option rights, conferred by MorphoSys from 21 July 1999 to 20 July 2004 on the basis of the authoriza- tion by the Annual General Meeting, exercise said rights, and regarding an amount of € 5,299.00 (Conditional capi- tal II bb) only implemented in so far as the holders of op- tion rights, conferred by MorphoSys in the period from 21 July 2004 to 30 April 2009 on the basis of the authori- zation by the Annual General Meeting on 11 May 2004, exercise said rights. The conditional capital increase shall only be accomplished by an amount of € 61,845.00 (Con- ditional capital II b) in so far as the holders of option rights, conferred by MorphoSys from 5 July 2001 to 4 June 2006 on the basis of the authorization by the Annual General Meeting, exercise said rights. The young shares – to the extent that they are formed through the exercising of rights up to the start of the Companyʼs ordinary Annual General Meeting – participate in proﬁ ts from the start of the coming ﬁ nancial year, otherwise individually from the start of the ﬁ nancial year, by being formed through the exercising of preemptive rights. bb. Pursuant to sec. 5 para. 6b of the Articles of Association, the Companyʼs share capital is conditionally increased (Conditional capital 2011-I) by up to € 6,600,000.00, divided into up to 6,600,000 bearer shares. The conditional capi- tal increase shall only be accomplished to the extent that the holders of warrants or conversion rights from option or convertible bonds from up to 30 April 2016, conferred by the Company pursuant to the resolution by the Annual General Meeting on 19 May 2011, exercise said rights, or the holders of the convertible bonds to be issued or their direct or indirect domestic or foreign 100 % holding compa- nies fulﬁ ll the obligation to convert these before 30 April 2016. The young shares participate in proﬁ ts from the start of the ﬁ nancial year by being formed through the exercis- ing of conversion rights or the fulﬁ llment of conversion obligations. cc. Pursuant to sec. 5 para. 6c of the Articles of Association, the Companyʼs share capital is conditionally increased by up to € 725,064.00 through the issuing of up to 725,064 new Company no-par ordinary shares (Conditional capital 2003-II). The conditional capital increase shall only be accomplished to the extent that the holders of the issued convertible bonds exercise their conversion rights for con- version into ordinary Company shares. The young shares carry full dividend rights for the ﬁ nancial year for the ﬁ rst time, for which no Annual General Meeting resolu- tion on the use of net proﬁ t has been passed. The Man- agement Board is empowered with the approval of the Supervisory Board to determine the further speciﬁ cs of the conditional capital increase and its implementation. dd. Pursuant to sec. 5 para. 6d of the Articles of Association, the Company’s share capital is conditionally increased by € 763,515.00, divided into up to 763,515 no-par bearer shares (Conditional capital 2008-II). The conditional capi- tal increase shall only be accomplished to the extent that the holders of option rights, conferred by the Company on the basis of the authorization by the Annual General Meet- ing up to 30 April 2013, exercise said rights. The young shares participate in proﬁ ts from the start of the ﬁ nancial year by being formed through the exercising of conver- sion rights or the fulﬁ llment of conversion obligations. ee. Pursuant to sec. 5 para. 6e of the Articles of Association, the Company’s share capital is conditionally increased 71 G R O U P M A N A G E M E N T R E P O R T / / / Corporate Governance Report by up to € 450,000.00 through the issuing of up to 450,000 new Company no-par ordinary shares (Conditional capi- tal 2008-III). The conditional capital increase shall only be accomplished to the extent that the holders of the is- sued convertible bonds exercise their conversion rights for conversion into ordinary Company shares. The young shares participate in proﬁ ts from the start of the ﬁ nancial year for the ﬁ rst time by being formed through the exercis- ing of conversion rights. The Management Board is em- powered with the approval of the Supervisory Board to determine the further speciﬁ cs of the conditional capital increase and its implementation. for the fulﬁ llment of conﬁ rmations of the acquisition or obligations to acquire Company shares, granted to Company employees and aﬃ liated companies, as well as members of the executive board. In the case of shares being used for the purposes mentioned above, with exception of the withdrawal of shares, the share- holdersʼ preemptive rights are excluded. The Supervisory Board can specify that measures taken by the Management Board on the basis of this authorization may only be implemented with its approval. P OWERS OF T HE MANAGEMEN T BOARD IN T HE REPURCHASE SIGNIF IC AN T AGREEMEN T S BY T HE COMPANY T HAT OF SHARES The powers of the Management Board in the repurchase of trea- sury shares result from sec. 71 ﬀ . of the German Stock Cor- poration Act as well as the authorization by the Annual General Meeting on 19 May 2011: The Management Board is authorized up to 30 April 2016 to acquire Company treasury shares in the amount of up to 10 % of the existing share capital up to the point at which the reso- lution was passed (or if necessary, the lower amount at the time the authorization comes into eﬀ ect) for any permissible pur- pose within the framework of the legal restrictions. Acquisitions are made according to a vote by the Management Board on the stock exchange or by means of a public purchase bid or by means of a public invitation to enter such a bid. The authorization may not be used for the purpose of trading in treasury shares. The uses of treasury shares acquired on the basis of this authoriza- tion can be extracted from point 7 on the agenda Annual General Meeting on 19 May 2011. In particular, the shares can be used as follows: a. The shares can be withdrawn without the withdrawal or its implementation requiring a further resolution by the Annual General Meeting. b. The shares can be sold in ways other than via the stock ex- change or via an oﬀ er to shareholders if the shares are oﬀ ered for cash payment at a price that does not fall signiﬁ cantly be- low the stock exchange rate of Company shares of the same class at the time of the sale. c. The shares can be sold for payment in kind, especially also in conjunction with the acquisition of companies, parts of companies or company shareholdings as well as mergers of companies. d. The shares can be used for the fulﬁ llment of conversion rights from convertible bonds conferred by the Company or group entities of the Company. e. The shares can be sold to Company employees and aﬃ liated companies, as well as members of the executive board and/or FAL L UNDER T HE CONDI T ION OF A CHANGE OF CON T ROL AS A RESULT OF A TAKEOVER BID In 2012, MorphoSys and Novartis Pharma AG expanded their original cooperation agreement from 2004, ﬁ rst amended in 2006, and subsequently in 2007. According to this agreement, Novartis Pharma AG is permitted, but not obligated, in spe- ciﬁ c cases of a change of control to take appropriate measures, including the partial or complete cancellation of the coopera- tion agreement. A change of control includes in particular the acquisition of 30 % or more of the voting rights of a company in the context of Secs. 29 and 30 of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG). COMPANY COMPENSAT ION AGREEMEN T S REACHED WI T H T HE MEMBERS OF T HE MANAGEMEN T BOARD OR SUPER VIS ORY BOARD OR EMPL O YEES F OR T HE EVEN T OF A TAKEOVER BID After a change of control transaction, each member of the Man- agement Board is allowed to terminate his/her service agree- ment and may demand the outstanding salary for the remain- ing contractually provided term of contract. Furthermore, in such a case, all granted (i) stock options and convertible bonds will be treated as immediately vested and (ii) performance shares are deemed to be non-forfeitable with immediate eﬀ ect. After a change of control, all performance shares granted to the directors are non-forfeitable with immediate eﬀ ect. Furthermore, a number of directors hold options or conversion rights which will be treated as immediately vested after a change of control. The following cases in particular count as a change of control: (i) MorphoSys transfers all or a signiﬁ cant portion of Company assets to a business not linked to the Company, (ii) MorphoSys is merged with an unaﬃ liated company or (iii) a shareholder directly or indirectly holds more than 30 % of the MorphoSys voting rights. T R O P E R E C N A N R E V O G E T A R O P R O C 72 C O N T E N T S FINAN CIAL STATE MENTS 74 7 5 7 6 c o n s o l i dat e d i n c o m e s tat e m e n t (i f r s) c o n s o l i dat e d s tat e m e n t o f c o m p r e h e n s i v e i n c o m e (i f r s) c o n s o l i dat e d ba l a n c e s h e e t (i frs) 7 8 c o n s o l i dat e d s tat e m e n t o f c h a n g e s i n s t o c k h o l d e r s ’ equ i t y (i f r s) 8 0 c o n s o l i dat e d s tat e m e n t o f cas h flows (i frs) 73 n o t e s t o t h e c o n s o l i dat e d f i n a n c i a l s tat e m e n t s g e n e r a l i n f o r m at i o n s u m m a r y o f s i g n i f i c a n t ac c o u n t i n g p o l i c i e s s e g m e n t r e p o r t i n g r e v e n u e s p e r s o n n e l e x p e n s e s o t h e r i n c o m e a n d e x p e n s e s , f i n a n c e i n c o m e a n d e x p e n s e s i n c o m e ta x e s e a r n i n g s p e r s h a r e c a s h a n d c a s h e q u i va l e n t s f i n a n c i a l a s s e t s ac c o u n t s r e c e i va b l e o t h e r r e c e i va b l e s p r e pa i d e x p e n s e s , ta x r e c e i va b l e s , o t h e r c u r r e n t a s s e t s a n d i n v e n t o r i e s p r o p e r t y, p l a n t a n d e q u i p m e n t i n ta n g i b l e a s s e t s 8 2 8 3 9 1 9 4 9 5 9 5 9 5 9 7 9 9 9 9 1 0 0 1 0 0 1 0 0 1 0 1 1 0 3 1 0 4 1 0 4 1 0 5 1 0 6 1 0 6 1 0 7 1 1 1 1 1 2 1 1 3 o t h e r a s s e t s a s s e t s h e l d f o r s a l e a n d d i s c o n t i n u e d o p e r at i o n s g o o d w i l l ac c o u n t s paya b l e a n d ac c r u e d e x p e n d i t u r e p r o v i s i o n s a n d ta x l i a b i l i t i e s f i n a n c i a l i n s t r u m e n t s a n d f i n a n c i a l r i s k m a n ag e m e n t s t o c k h o l d e r s ’ e q u i t y c o n v e r t i b l e b o n d s s t o c k o p t i o n s 1 1 4 s t o c k a p p r e c i at i o n r i g h t s 1 1 5 1 1 5 1 1 6 1 1 7 1 2 0 1 2 0 1 2 2 1 2 4 l o n g - t e r m i n c e n t i v e p l a n o p e r at i n g l e a s e s a n d o t h e r c o m m i t m e n t s c o n t i n g e n c i e s r e l at e d pa r t i e s c o r p o r at e g o v e r n a n c e r e s e a r c h a n d d e v e l o p m e n t ag r e e m e n t s e n t i t i e s i n c l u d e d i n c o n s o l i dat i o n (a p p e n d i x 1) r e s p o n s i b i l i t y s tat e m e n t 74 F I N A N C I A L S T A T E M E N T S / / / Consolidated Income Statement (IFRS) Consolidated Income Statement (IFRS)* in € Continuing Operations Revenues Operating Expenses Cost of Goods Sold Research and Development Sales, General and Administrative Total Operating Expenses Other Income Other Expenses Earnings before Interest and Taxes (EBIT) Finance Income Finance Expenses Income Tax Expenses Proﬁ t for the Year from Continuing Operations (Loss) / Proﬁ t for the Year from Discontinued Operations Consolidated Net Proﬁ t Basic Net Proﬁ t per Share thereof from Continuing Operations thereof from Discontinued Operations Diluted Net Proﬁ t per Share thereof from Continuing Operations thereof from Discontinued Operations Shares Used in Computing Basic Net Proﬁ t per Share Shares Used in Computing Diluted Net Proﬁ t per Share See accompanying Notes Note 2012 2011 2.7, 4 51,916,986 82,077,245 2.8, 3 6 6 6 6 7 17 8 8 8 8 8 8 8 8 0 37,673,345 12,081,649 49,754,994 415,477 85,454 2,492,015 658,991 98,931 (685,812) 2,366,263 (424,118) 1,942,145 0.08 0.10 (0.02) 0.08 0.10 (0.02) 0 55,878,828 14,930,403 70,809,231 533,502 2,007,934 9,793,582 1,453,616 54,197 (2,990,914) 8,202,087 14,310 8,216,397 0.36 0.36 0.00 0.36 0.35 0.00 23,004,894 23,260,360 22,887,723 23,126,158 * Due to the Agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, for the years 2012 and 2011, revenue, income and expenses in connection with the transaction are shown in the line item ‘Proﬁ t for the Year from Discontinued Operations’. All other line items above ‘Net Proﬁ t’ consist of amounts from continuing operations. See also note 17 of these Notes. F I N A N C I A L S T A T E M E N T S / / / Consolidated Statement of Comprehensive Income (IFRS) 75 Consolidated Statement of Comprehensive Income (IFRS) in € Consolidated Net Proﬁ t Change in Unrealized Gains and Losses on Available-for-sale Financial Assets (Thereof Reclassiﬁ cations of Unrealized Gains and Losses to Proﬁ t and Loss) Deferred Taxes Change in Unrealized Gains and Losses on Available-for-sale Financial Assets, Net of Deferred Tax Eﬀ ects from Equity-related Recognition of Deferred Taxes Foreign Currency Gain from Consolidation Comprehensive Income thereof from Continuing Operations thereof from Discontinued Operations See accompanying Notes 2012 2011 1,942,145 (178,483) 420,546 46,995 (131,488) 6,005 182,460 1,999,122 2,234,775 (235,653) 8,216,397 (260,949) (886,717) 68,708 (192,241) 76,798 247,307 8,348,261 8,009,846 338,415 76 F I N A N C I A L S T A T E M E N T S / / / Consolidated Balance Sheet (IFRS) Consolidated Balance Sheet (IFRS) in € AS SE TS Current Assets Cash and Cash Equivalents Available-for-sale Financial Assets Accounts Receivable Tax Receivables Other Receivables Inventories, Net Prepaid Expenses and Other Current Assets Total Current Assets Non-current Assets Property, Plant and Equipment, Net Patents, Net Licenses, Net Intangible Assets under Development Software, Net Know-how and Customer Lists, Net Goodwill Shares available for Sale, net of Current Portion Deferred Tax Asset Prepaid Expenses and Other Assets, Net of Current Portion Total Non-current Assets Assets of Disposal Group Classiﬁ ed as Held for Sale TOTAL AS SE TS See accompanying Notes Note 12/31/2012* 12/31/2011** 9, 21 10, 21 11, 21 13 12 13 13 14 15 15 15 15 15 15, 18 7 13, 16 17 40,689,865 79,722,222 8,924,197 109,789 10,297,901 757,386 2,357,163 54,596,099 79,768,563 12,203,237 215,620 375,360 3,281,240 3,467,402 142,858,523 153,907,521 3,191,837 8,666,367 7,128,425 10,513,100 1,351,932 0 7,352,467 881,633 0 1,489,063 40,574,825 40,855,433 6,106,318 9,459,580 9,551,394 10,513,100 1,055,405 1,341,159 34,107,455 0 164,949 1,418,542 73,717,902 785,027 224,288,780 228,410,450 * Due to the Agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, for the year 2012, current and non-current assets in connection with the transaction are shown in the line item ‘Assets of Disposal Group Classiﬁ ed as Held for Sale’. See also note 17 of these Notes. ** No reclassiﬁ cation of assets for the disposal group was necessary for the year 2011. 77 F I N A N C I A L S T A T E M E N T S / / / Consolidated Balance Sheet (IFRS) in € Note 12/31/2012* 12/31/2011** LIABILITIES AND STO CKHOLDERS' EQUIT Y Current Liabilities Accounts Payable and Accrued Expenses Tax Liabilities Provisions Current Portion of Deferred Revenue Total Current Liabilities Non-current Liabilities Provisions, Net of Current Portion Deferred Revenue, Net of Current Portion Convertible Bonds due to Related Parties Deferred Tax Liability Total Non-current Liabilities Liabilities of Disposal Group Classiﬁ ed as Held for Sale Total Liabilities Stockholders' Equity Common Stock Ordinary Shares Authorized (43,142,455 and 43,047,264 for 2012 and 2011, respectively) Ordinary Shares Issued (23,358,228 and 23,112,167 for 2012 and 2011, respectively) Ordinary Shares Outstanding (23,102,813 and 22,948,252 for 2012 and 2011, respectively) Treasury Stock (255,415 and 163,915 shares for 2011 and 2011, respectively), at Cost Additional Paid-in Capital Revaluation Reserve Translation Reserve Accumulated Income Total Stockholders' Equity TOTAL LIABILITIES AND STO CK HOLDERS ’ EQUIT Y See accompanying Notes 19, 21 7, 20 20 2.7 20 2.7 23 7 10,660,090 629,686 0 628,167 11,917,943 187,521 5,915,102 73,607 452,074 6,628,304 3,732,516 22,278,763 19,110,798 3,026,597 275,000 1,338,282 23,750,677 108,145 6,047,253 73,607 1,295,174 7,524,179 0 31,274,856 22, 23, 24, 26 23,358,228 23,112,167 (3,594,393) 175,245,266 486,743 (1,109,865) 7,624,038 202,010,017 224,288,780 (1,756,841) 170,778,474 612,227 (1,292,326) 5,681,893 197,135,594 228,410,450 * Due to the Agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, for the year 2012, current and non-current liabilities in connection with the transaction are shown in the line item ‘Liabilities of Disposal Group Classiﬁ ed as Held for Sale’. See also note 17 of these Notes. ** No reclassiﬁ cation of liabilities for the disposal group was necessary for the year 2011. F I N A N C I A L S T A T E M E N T S / / / Consolidated Statement of Changes in Stockholders’ Equity (IFRS) 78 Consolidated Statement of Changes in Stockholders’ Equity (IFRS) BAL ANCE AS OF 1 JANUARY 2011 Compensation Related to the Grant of Stock Options and Convertible Bonds Exercise of Options and Convertible Bonds Issued to Related Parties Repurchase of Treasury Stock Reserves: Change in Unrealized Gain on Available-for-sale Financial Assets, Net of Deferred Tax Eﬀ ects from Equity-related Recognition of Deferred Taxes Foreign Currency Gains and Losses from Consolidation Consolidated Net Proﬁ t for the Period Comprehensive Income BAL ANCE AS OF 31 DECEMBER 2011 BAL ANCE AS OF 1 JANUARY 2012 Compensation Related to the Grant of Stock Options and Convertible Bonds Exercise of Options and Convertible Bonds Issued to Related Parties Repurchase of Treasury Stock Reserves: Change in Unrealized Gain on Available-for-sale Financial Assets, Net of Deferred Tax Eﬀ ects from Equity-related Recognition of Deferred Taxes Foreign Currency Gains and Losses from Consolidation Consolidated Net Proﬁ t for the Period Comprehensive Income BAL ANCE AS OF 31 DECEMBER 2012 See accompanying Notes Common Stock Shares € 22,890,252 22,890,252 0 221,915 0 221,915 0 0 0 0 0 0 0 0 0 0 0 0 23,112,167 23,112,167 0 246,061 23,112,167 23,112,167 0 246,061 0 0 0 0 0 0 0 0 0 0 0 0 23,358,228 23,358,228 F I N A N C I A L S T A T E M E N T S / / / Consolidated Statement of Changes in Stockholders’ Equity (IFRS) 79 Treasury Stock Additional Paid-in Capital Revaluation Reserve Translation Reserve Accumulated Income Total Stockholders’ Equity Shares € € € € € € 79,896 (9,774) 166,388,083 727,669 (1,539,632) (2,534,504) 185,922,094 0 0 0 0 1,488,342 2,902,049 84,019 (1,747,067) 0 0 0 0 0 0 0 0 0 0 163,915 163,915 (1,756,841) (1,756,841) 0 0 0 0 91,500 (1,837,552) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 170,778,474 170,778,474 1,268,792 3,198,000 0 0 0 0 0 0 255,415 (3,594,393) 175,245,266 0 0 0 (192,241) 76,798 0 0 (115,443) 612,226 612,226 0 0 0 (131,488) 6,005 0 0 (125,483) 486,743 0 0 0 0 0 247,307 0 247,307 (1,292,325) (1,292,325) 0 0 0 0 0 182,460 0 182,460 (1,109,865) 0 0 0 0 0 0 8,216,397 8,216,397 5,681,893 5,681,893 0 0 0 0 0 0 1,942,145 1,942,145 7,624,038 1,488,342 3,123,964 (1,747,067) (192,241) 76,798 247,307 8,216,397 8,348,261 197,135,594 197,135,594 1,268,792 3,444,061 (1,837,552) (131,488) 6,005 182,460 1,942,145 1,999,122 202,010,017 80 F I N A N C I A L S T A T E M E N T S / / / Consolidated Statement of Cash Flows (IFRS) Consolidated Statement of Cash Flows (IFRS)* in € OPER ATING AC TIVITIES: Consolidated Net Proﬁ t Adjustments to Reconcile Net Proﬁ t to Net Cash Provided by Operating Activities: Impairment of Assets Depreciation and Amortization of Tangible and Intangible Assets Net Gain on Sales of Financial Assets Purchases of Derivative Financial Instruments Proceeds from the Disposal of Derivative Financial Instruments Unrealized Net (Gain) / Loss on Derivative Financial Instruments Loss / (Gain) on Sale of Property, Plant and Equipment/Intangible Assets Net Gain on Sale of Assets Classiﬁ ed as Available for Sale Recognition of Deferred Revenue Stock-based Compensation Income Tax Expenses Changes in Operating Assets and Liabilities: Accounts Receivable Prepaid Expenses, Other Assets and Tax Receivables Accounts Payable and Accrued Expenses and Provisions Other Liabilities Deferred Revenue Interest Paid Interest Received Income Taxes Paid Net Cash Provided by Operating Activities thereof from Continuing Operations thereof from Discontinued Operations See accompanying Notes Note 2012 2011 1,942,145 8,216,397 180,237 6,310,535 (480,912) (40,870) 0 40,870 4,319 (5,547) 236,362 6,628,779 (1,085,911) (220,921) 386,208 (20,993) (44,216) 0 (20,088,086) (19,980,232) 1,348,167 467,199 1,575,045 (495,812) (8,461,445) 101,112 19,680,503 (744) 179,588 (466,290) 1,790,014 740,608 1,049,406 1,538,807 3,190,278 2,839,264 (34,967) 3,501,662 (80,312) 23,493,407 (3,459) 361,916 (1,851,609) 27,070,459 25,436,061 1,634,398 14, 15 14, 15 10 12 12 12 17 2.7 23, 24, 25, 26 7 11 13 19, 20 2.7 21 17 * Due to the Agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, for the years 2012 and 2011, items in connection with the transaction are shown in the respective ‘thereof from Discontinued Operations’ line item. The main line items show the amounts for the Group. See also note 17 of these Notes. 81 F I N A N C I A L S T A T E M E N T S / / / Consolidated Statement of Cash Flows (IFRS) in € Note 2012 2011 INVESTING AC TIVITIES: Purchases of Financial Assets Proceeds from Sales of Financial Assets Purchase of Assets Classiﬁ ed as Loans and Receivables Purchase of Shares Classiﬁ ed as Available for Sale Purchases of Property, Plant and Equipment Proceeds from Disposals of Property, Plant and Equipment Purchases of Intangible Assets Proceeds from Disposal of Assets Classiﬁ ed as Available for Sale Net Cash Used in Investing Activities thereof from Continuing Operations thereof from Discontinued Operations FINANCING AC TIVITIES: Repurchase Treasury Stock Proceeds from the Exercise of Options and Convertible Bonds Granted to Related Parties Net of Proceeds and Payments from the Issuance of Convertible Bonds Granted to Related Parties Net Cost of Share Issuance Net Cash Provided by Financing Activities thereof from Continuing Operations thereof from Discontinued Operations Eﬀ ect of Exchange Rate Diﬀ erences on Cash Increase in Cash and Cash Equivalents Cash and Cash Equivalents at the Beginning of the Period Cash and Cash Equivalents at the End of the Period thereof included in Cash and Cash Equivalents therof included in Assets of Disposal Group Classiﬁ ed as Held for Sale See accompanying Notes 10 10 12 2.16 14 15 17 21 17 22 (30,768,599) 31,053,715 (10,000,000) (881,633) (1,016,539) 0 (1,294,661) 816,591 (12,091,126) (11,824,020) (267,106) (50,686,269) 36,046,710 0 0 (2,320,353) 152,081 (1,284,629) 0 (18,092,460) (17,512,260) (580,200) (1,837,552) (1,747,066) 22, 23, 24 3,444,061 3,139,488 0 0 1,606,509 1,606,509 0 69,344 (8,625,259) 54,596,099 45,970,840 40,689,865 5,280,975 (53,986) (15,500) 1,322,936 1,322,936 0 176,713 10,477,648 44,118,451 54,596,099 54,596,099 0 17 9 17 82 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Notes 1 General Information 1.1 BUSINE SS AND ORGANI ZAT ION MorphoSys AG (“the Company” or “MorphoSys”) is one of the leading antibody companies focusing on the generation of fully human anti- bodies. MorphoSys’s proprietary state-of-the-art technologies, together with over 15 years of focused antibody discovery and optimization know-how, are successfully applied to the development of research re- agents, diagnostics and therapeutics for both its commercial partners and itself. The Company was founded in July 1992 as a German limited liability company. In June 1998, MorphoSys became a German stock corporation. In March 1999, the Company went public on Germany’s “Neuer Markt”, the stock exchange designated for high-growth enter- prises. On 15 January 2003, MorphoSys AG was admitted to the Prime Standard segment of the Frankfurt Stock Exchange. CONS OL IDAT ED COMP ANIE S 1.2 MorphoSys AG has ﬁ ve wholly owned subsidiaries (together referred to as the “MorphoSys Group” or “Group”): MorphoSys USA, Inc., Charlotte, North Carolina, USA, was incorporated in the United States on 16 February 2000. The subsidiary’s purpose was to assist the Company in the sale and licensing of MorphoSys AG products. MorphoSys USA, Inc. ceased its operations in November 2002. MorphoSys IP GmbH, Martinsried, Germany, was incorporated in Munich, Germany on 6 November 2002. The subsidiary’s purpose is to purchase, maintain and administer certain intangible assets of the MorphoSys Group. The Company’s operations are physically located on the premises of MorphoSys AG, and operations commenced on 31 De- cember 2002. In January 2005, MorphoSys acquired Biogenesis Ltd., Poole, UK, and Biogenesis, Inc., New Hampshire, USA. Biogenesis UK was ﬁ rst renamed MorphoSys UK Ltd. and in 2007 again renamed Poole Real Estate Ltd. Biogenesis, Inc. was renamed MorphoSys US, Inc. and merged into Sero- tec, Inc. The merged entity resumed the name MorphoSys US, Inc. located in Raleigh, North Carolina, USA. Serotec Ltd., Oxford, UK, with its subsidiaries Serotec, Inc., Raleigh, USA, Serotec GmbH, Düsseldorf, Germany, and Oxford Biotechnology Ltd. (together referred to as the “Serotec Group”) was acquired by MorphoSys in January 2006 and became a wholly owned subsidiary of MorphoSys AG. The Serotec Group has been integrated into MorphoSys’s existing AbD segment. Oxford Biotechnology Ltd. was dissolved in the ﬁ nancial year 2009. Serotec Ltd. and Serotec, Inc. were renamed MorphoSys UK Ltd. and MorphoSys US, Inc. as of January 2007. Serotec GmbH was renamed MorphoSys AbD GmbH as of March 2007. In October 2010, MorphoSys acquired 100 % of the shares in Sloning BioTechnology GmbH, a private company located in Puchheim near Munich, Germany. F IG . 18 /// L EG AL S T RUC T URE OF T HE MORPHO S Y S GROUP MorphoSys AG S U B S I DIARIES MorphoSys USA, Inc. Poole Real Estate Ltd. MorphoSys IP GmbH Sloning BioTechnology GmbH 100 % 100 % 100 % 100 % a s s e t d e a l s c o p e o f t r a n s a c t i o n s h a r e d e a l A b D A b D S M u n i c h e r o t e c 100 % MorphoSys UK Ltd. 100 % MorphoSys US, Inc. 100 % MorphoSys AbD GmbH 83 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements MorphoSys AG and a subsidiary of Bio-Rad Laboratories Inc., Hercules/ California, USA (Bio-Rad Inc.) agreed to acquire all shares of MorphoSys UK Ltd., Oxford, UK (MorphoSys UK) on 16 December 2012 with the notarial authentication of 17 December 2012. The takeover also com- prised all of the shares in MorphoSys UK’s subsidiaries. At the time of signing on 16 December 2012, MorphoSys UK held all of the shares of MorphoSys AbD GmbH, Düsseldorf, Germany and MorphoSys US Inc., Raleigh, USA (MorphoSys US). Additionally, MorphoSys AG and a further subsidiary of Bio-Rad Laboratories Inc. agreed at 16 December 2012 upon the takeover of individual assets (trademarks) of the AbD Serotec segment and the purchase of a non-exclusive license for the use of the HuCAL technology in the market for research reagents and diagnostics. After the takeover of the shares in MorphoSys UK by the subsidiary of Bio-Rad Inc., it was agreed on 16 December 2012, that all assets and liabilities attributed to the AbD-Serotec segment of MorphoSys AG shall be transferred to MorphoSys AbD GmbH. Bio-Rad Inc., Bio-Rad Inc.’s subsidiaries including MorphoSys AbD GmbH are hereinafter referred to as „acquirer“ or „Bio-Rad“, respectively. The shares of MorphoSys AG in Poole Real Estate Ltd., Poole, GB, were not sold. The completion of the transaction depended on the fulﬁ llment of certain conditions. Substantially all of the AbD Serotec segment was transferred at the closing date (10 January 2013) due to the fulﬁ llment of the previously deﬁ ned obligations. Hence, at 31 December 2012, substantially all of the AbD Serotec segment was classiﬁ ed as discon- tinued operation in accordance with IFRS 5, hereinafter referred to as “discontinued operation”. The operating segments Partnered Discovery and Proprietary Development as well as the non-discontinued opera- tions of the AbD Serotec segment qualiﬁ ed as “continued operations” as of the balance sheet date. The presentation of the net assets, the ﬁ nancial position and the results of operations of MorphoSys Group follows the basic concept of IFRS 5 in this respect. MorphoSys IP GmbH applied sec. 264 para. 3 of the German Commercial Code (HGB). For this reason, no separate ﬁ nancial statements for the year 2012 are published in the Federal Gazette for MorphoSys IP GmbH. The consolidated ﬁ nancial statements for the year ended 31 December 2012 were authorized for issuance in accordance with a resolution of the Management Board on 18 February 2013. The Management Board is represented by Dr. Simon E. Moroney (Chief Executive Oﬃ cer), Jens Holstein (Chief Financial Oﬃ cer), Dr. Marlies Sproll (Chief Scientiﬁ c Of- ﬁ cer) and Dr. Arndt Schottelius (Chief Development Oﬃ cer). The Super- visory Board is empowered to amend the ﬁ nancial statements after the resolution of the Management Board. The registered oﬃ ces of the MorphoSys Group’s headquarters are located at Lena-Christ-Straße 48, 82152 Martinsried, Germany. 2 Summary of Signiﬁ cant Accounting Policies 2.1 BASIS OF PREPARATION AND CHANGE IN PRESENTATION The accompanying consolidated ﬁ nancial statements have been pre- pared in accordance with the International Financial Reporting Stan- dards (IFRS) adopted by the International Accounting Standards Board (IASB), London, in consideration of interpretations of the Standing Interpretations Committee (SIC) and the International Financial Report- ing Interpretations Committee (IFRIC) as adopted by the European Commission. The consolidated ﬁ nancial statements of the Company for the year ended 31 December 2012 comprise MorphoSys AG and its subsidiaries (together referred to as the “MorphoSys Group” or the “Group”). The preparation of the consolidated ﬁ nancial statements in conformity with IFRS requires management to make certain estimates and as- sumptions that aﬀ ect the amounts reported in the consolidated ﬁ nancial statements and the accompanying notes. Actual results could diﬀ er from those estimates. Estimates and underlying assumptions are re- viewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods aﬀ ected. The consolidated ﬁ nancial statements are presented in euro, which is the functional currency for the MorphoSys Group. They are prepared on the historical cost convention, except for the following assets and liabilities, which are stated at their fair value: derivative ﬁ nancial in- struments and available-for-sale ﬁ nancial assets. All ﬁ gures in this re- port are rounded either to the nearest euro, thousand euros or million euros. In 2012, MorphoSys changed the structuring of its income statement, now presenting EBIT rather than operating proﬁ t to increase compara- bility with its peer companies. From Q1 2012 onwards, EBIT does no longer include gains/losses on marketable securities, gains/losses on derivatives and bank fees. These items are now presented together with interest income/expenses as “Finance Income” and “Finance Ex- penses”, respectively. “Other Income” and “Other Expenses” mainly comprise gains and losses resulting from foreign exchange eﬀ ects as well as income from governmental grants. To provide comparative information, prior year’s ﬁ gures were adjusted accordingly. In 2011, the Group reported ‘Assets Classiﬁ ed as Held for Sale’ within Current Assets in the balance sheet. In 2012, this item is reported in the new line item ‘Assets of Disposal Group Classiﬁ ed as Held for Sale’ together with the assets belonging to the discontinued operations – substantially all of the segment AbD Serotec. To provide better trans- parency, prior year’s ﬁ gures were adjusted accordingly. As of 31 De- cember 2011, the ‘Assets of Disposal Group Classiﬁ ed as Held for Sale’ comprised the commercial real estate owned by the subsidiary, Poole Real Estate Ltd., Poole, UK, with a net book value of € 0.8 million (31 De- cember 2012: 0 €). In March 2012, MorphoSys sold this real estate for € 0.8 million. 84 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements To provide better transparency, the presentation of reserves within the balance sheet was divided into ‘Revaluation Reserve’ and ‘Translation Reserve’. To provide comparative information, prior year’s ﬁ gures were adjusted accordingly. The accounting policies set out below have been applied consistently to all periods presented in these consolidated ﬁ nancial statements, unless stated otherwise. 2.2 CHANGE S IN ACCOUN T ING P OL IC IE S AND DI S CL O SURE S NE W AND AME NDE D STANDARDS THAT ARE E XPEC TE D TO HAVE NO IMPAC T ON THE GROUP • The amendments to IFRS 7 “Financial instruments: Disclosures” to additional disclosure obligations relating to the transfer of ﬁ nancial assets have no impact on the Group. NE W STANDARDS , AME NDME NTS AND INTE RPRE TATIONS IS SUE D BUT NOT E FFEC TIVE FOR THE FINANCIAL YE AR BEGINNING 1 JANUARY 2012 AND NOT E ARLY AD OP TE D • IFRS 1 “First-time Adoption”: The aim of the amendment is the intro- duction of a new exemption clause for the scope of IFRS 1: Entities which have been subject to hyperinﬂ ation, are allowed to present in the IFRS opening balance the fair values of their assets and liabili- ties instead of their amortized costs. A further amendment related to the formerly used reference to the date 1 January 2004 as ﬁ xed transition date; this formulation was replaced through the general formulation “date of transition to IFRS”. The Group is yet to assess the full impact of IFRS 1 and intends to adopt IFRS 1 no later than the accounting period beginning on or after 1 January 2013. • Amendments to IFRS 7 “Financial instruments: Disclosures”: IFRS 7 regulates disclosures on ﬁ nancial instruments. The amendment relates to the netting of ﬁ nancial assets and ﬁ nancial liabilities. This relates especially to all recognized assets, which are netted in accor- dance with IAS 32.42. In accordance with the new disclosure obliga- tions of IFRS 7, the gross amounts before settlement as well as the net amounts after settlement shall be disclosed in accordance with IAS 32.42. Furthermore, the entity shall made disclosures on ﬁ nan- cial instruments, whose liquidation is subject to claimable global oﬀ - set conditions or similar liabilities to provide a better traceability of netting activities. The Group is yet to assess the full impact of IFRS 7 and intends to adopt IFRS 7 no later than the accounting period be- ginning on or after 1 January 2013. • IFRS 10 „Consolidated Financial Statements“: This standard replaces the consolidation guidance in IAS 27 and SIC-12 by introducing one single consolidation model for all companies, which is based on the concept of control, regardless of the type of invested company (re- gardless of the type, how the invested company is controlled, either by voting rights from the investor or contractual obligations, as it is standard in case of special purpose entities). The standard replaces the provisions of IAS 27 “Separate Financial Statements” as well as the provisions of SIC-12 “Consolidation – special purpose entities”. Therefore, IAS 27 will treat regulations concerning individual ﬁ nan- cial statements prospectively and is referred to as “Separate Finan- cial Statements”. Main focus of IFRS 10 is the introduction of a stan- dard consolidation model for all entities, which is focused on the control of the subsidiary. The new concept of a single deﬁ nition for the term “control” determines in the future, whether an entity must be consolidated. The deﬁ nition provides guidelines about how the re- porting company (investor) controls another company (associate com- pany) and therefore a consolidation should take place. The Group is yet to assess the full impact of IFRS 10 and intends to adopt IFRS 10 no later than the accounting period beginning on or after 1 January 2014. • IFRS 11 „Joint Arrangements ”: IFRS 11 introduces new guidelines for handling joint arrangements, and replaces IAS 31 “Interests in Joint Ventures” and SIC-13 Jointly Controlled Entities – Non-Monetary Contributions by Partner Companies. The standard introduces new requirements on the identiﬁ cation, classiﬁ cation and accounting for jointly controlled operations. The proportional consolidation method handling the accounting of jointly controlled entities was cancelled. In addition to that, IFRS 11 comprises guidelines for joint operations and joint ventures, as jointly controlled assets were abolished. Focus- ing on the economic dimension, the classiﬁ cation is done in accor- dance with the type of rights and obligations arising from agreements. The Group is yet to assess the full impact of IFRS 11 and intends to adopt IFRS 11 no later than the accounting period beginning on or after 1 January 2014. • IFRS 12 “Disclosure of Interests in Other Entities”: IFRS 12 merges the revised disclosure requirements for all forms of participation in- cluding joint arrangements, associated companies, special purpose entities and other non-consolidated participations. IFRS 12 improves disclosures for consolidated as well as for non-consolidated compa- nies, in which the Company is invested. The standard requires more extensive as well as more meaningful notes than IAS 27. For exam- ple, notes regarding the type, size and importance of the relationship to other companies, including consolidated and non-consolidated companies (special purpose entities), are mandatory. The Group is yet to assess the full impact of IFRS 12 and intends to adopt IFRS 12 no later than the accounting period beginning on or after 1 January 2014. • IFRS 13 “Fair Value Measurement”: IFRS 13 aims to improve consis- tency and reduce complexity by providing a precise deﬁ nition of fair value and a single source of fair value measurement and disclosure requirements for the application of all International Financial Report- ing Standards. The amendment aims to clarify how a fair value mea- surement shall be performed. Various IFRSs contain guidance on the valuation of speciﬁ c accounting issues or items. The Group is yet to assess the full impact of IFRS 13 and intends to adopt IFRS 13 no later than the accounting period beginning on or after 1 January 2013. 85 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements • IAS 1 “Presentation of Financial Statements”: The main impact result- ing from the amendments of IAS 1 is the requirement for the entities to classify the items presented in “other comprehensive income” (OCI) on the basis of whether they are potentially re-classiﬁ able to proﬁ t or loss at a later point in time (reclassiﬁ cation adjustments). The amend- ments do not address which items are presented in OCI. The presen- tation of components of OCI, which are re-classiﬁ ed to proﬁ t and loss in later periods, and components of OCI, which are not re-classiﬁ ed, shall be done separately from now on. Income taxes in case of a pre- tax presentation shall be treated accordingly. Income taxes shall be presented separately as re-classiﬁ able and non re-classiﬁ able items. The option to present OCI items before or after tax will remain. The amendments of IAS 1 have to be implemented for accounting periods beginning on or after 1 July 2012. The Group is yet to assess the full impact of these amendments and intends to adopt IAS 1 no later than the accounting period beginning on or after 1 July 2012. • IAS 12 „Income Tax“: A company is obliged (with few exceptions) to account for deferred tax liabilities/assets to the extent that the recov- ery of the carrying amount of the asset or the liability would result in higher/lower tax payments in the future. The amendment oﬀ ers a practical solution for the question whether the carrying amount of an asset is recovered by way of usage or disposal. It is a rebuttable presumption that the recovery of the carrying amount usually hap- pens by way of disposal. The Group is yet to assess the full impact of IAS 12 and intends to adopt IAS 12 no later than the accounting pe- riod beginning on or after 1 January 2013. • IAS 19 “Employee Beneﬁ ts”: The most signiﬁ cant amendment of IAS 19 is the direct recognition of unexpected future changes of pension obligations as well as eventual changes in plan assets, so-called actu- arial gains or losses, in other comprehensive income (OCI). The pre- vious choice between a direct recognition in proﬁ t and loss, in other comprehensive income (OCI), or the time-delayed recognition in accordance with the so-called corridor method, are abolished. The Group is yet to assess the full impact of IAS 19 and intends to adopt IAS 19 no later than the accounting period beginning on or after 1 Jan- uary 2013. • IAS 27 „Separate Financial Statements“: IAS 27 (revised 2011) com- prises all guidelines applying to separate ﬁ nancial statements, which remained after having included the consolidation guidance in IFRS 10 “Consolidated Financial Statements” which was previously contained in IAS 27. Amendments to IFRS 12 also have an impact on IAS 27. The Group is yet to assess the full impact of IAS 27 and in- tends to adopt IAS 27 no later than the accounting period beginning on or after 1 January 2014. • IAS 28 “Investments in Associates”: IAS 28 (revised 2011) includes the guidance for the share in joint ventures as well as associates, which are measured by using the equity method in accordance with IFRS 11. In future periods, joint ventures have to be accounted for by using the equity method in accordance with IAS 28, because the proportionate consolidation of jointly operated companies in IFRS 11 was abandoned. Additional amendments to IAS 28 ensure that - in case of planned partial sales of an associate or a joint venture - the respective disposal group has to be presented in accordance with IFRS 5 “Non-current Assets held for Sale and Discontinued Opera- tions”, provided that the classiﬁ cation requirements of IFRS 5 are met. The Group is yet to assess the full impact of IAS 28 and intends to adopt IAS 28 no later than the accounting period beginning on or after 1 January 2014. • IAS 32 “Financial Instruments – Presentation”: IAS 32 deals with the presentation and disclosure of all types of ﬁ nancial instruments. Additional disclosure requirements implemented in IFRS 7will come into eﬀ ect in order to facilitate a comparison with US standards. The established netting model will remain in place. The amendment aﬀ ects the two requirements of IAS 32.42 regarding a netting: – For netting a ﬁ nancial asset and a ﬁ nancial liability, the right to oﬀ set shall not depend on future events and shall remain in place even in the event of insolvency and bankruptcy of the business partner. – In the event that transactions with ﬁ nancial instruments are han- dled via settlement systems (e. g. a clearing house), the netting of ﬁ nancial assets and ﬁ nancial liabilities requires that the transac- tion takes place without the occurrence of any credit and liquidity risks and within the same settlement process or settlement cycle. The amendments to IAS 32 have to be applied retrospectively, that is by adjusting the comparative ﬁ gures for ﬁ nancial years beginning on or after 1 January 2014. The Group is yet to assess the full impact of these amendments and intends to adopt IAS 32 no later than the accounting period beginning on or after 1 January 2014. • IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine”: It is expected that the amendments have to be applied to ﬁ nancial years beginning on or after 1 January 2013. The interpretation deals with the recognition and valuation of stripping costs incurred during the production phase of a surface mine. After examination of IFRIC 20, the Group does not expect that the amendments will have any im- pact on the Group. NE W AND AME NDE D STANDARDS DISCLOSE D BUT NOT YE T E ND ORSE D BY THE EUROPE AN UNION (“ E ND ORSE ME NT ”) • Amendments to IFRS 1 “First-time Adoption” - government grants: It is expected that the amendments have to be applied to ﬁ nancial years beginning on or after 1 January 2013. The Group is yet to as- sess the full impact of IFRS 1. • IFRS 9 “Financial Instruments”, amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” - mandatory eﬀ ective date and transition disclosures: It is expected that the amendments have to be applied to ﬁ nancial years begin- ning on or after 1 January 2015. The Group is yet to assess the full impact of IFRS 9 and the impact of the amendments. 86 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements • Amendments to transitional provisions relating to IFRS 10 “Consoli- dated Financial Statements”, IFRS 11 “Joint Arrangements”, and IFRS 12 “Disclosure of Interests in Other Entities”: It is expected that the amendments have to be applied to ﬁ nancial years beginning on or after 1 January 2013. The Group is yet to assess the full impact of the amendments. IN T ERE S T 2.6 The Group uses interest rates to calculate fair values. For stock-based compensation calculation, MorphoSys uses for convertible bonds the interest rate of a German government bond with a duration of ﬁ ve years at grant date and for stock options the interest rate of a German government bond with a duration of three years at grant date. • Amendments to transitional provisions relating to IFRS 10 “Consoli- dated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities” and IAS 27 “Consolidated and Separate Financial Statements” – investment entities: It is expected that the amend- ments have to be applied to ﬁ nancial years beginning on or after 1 January 2014. The Group is yet to assess the full impact of the amendments. • Annual improvements of the International Financial Accounting Standards (May 2012): It is expected that the amendments have to be applied to ﬁ nancial years beginning on or after 1 January 2013. The Group is yet to assess the full impact of the amendments. 2.3 BASI S OF CONS OL IDAT ION Intercompany balances and transactions and any realized gains aris- ing from intercompany transactions are eliminated for preparing the consolidated ﬁ nancial statements in accordance with IAS 27.20. Unre- alized losses are eliminated in the same way as unrealized gains, but are considered to be an impairment indicator of the assets transferred. Accounting policies have been applied consistently for all subsidiaries. 2.4 BUSINE SS COMBINAT IONS The Group applies IFRS 3 (revised) “Business Combinations” (eﬀ ective from 1 July 2009). The revised standard continues to apply the acquisi- tion method to business combinations, with some signiﬁ cant changes. For example, all payments in connection with purchasing a business are to be recorded at fair value at the acquisition date, with contingent payments classiﬁ ed as debt subsequently re-measured through the income statement. All acquisition-related costs are expensed. F OREIGN CURRENC Y T RANSL AT ION 2.5 IAS 21 “The Eﬀ ects of Changes in Foreign Exchange Rates” deﬁ nes the accounting for transactions and balances in foreign currencies. Trans- actions in foreign currencies are translated at the foreign exchange rate as of the date of the transaction. Foreign exchange rate diﬀ erences arising on these translations are recognized in the income statement. On the balance sheet date, assets and liabilities are translated at the closing rate, and income and expenses are translated at the average ex- change rate for the period. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Any foreign exchange rate diﬀ erences deriving from these translations are recorded in proﬁ t and loss. All foreign exchange rate diﬀ erences deriving from these translations are recorded in the Consolidated Income Statement. Any further foreign exchange rate diﬀ erences on Group level are recog- nized in the translation reserve (equity). 2.7 REVENUE RECO GNI T ION The Group’s revenues include license and milestone fees, service fees and revenue for the sale of goods. LICE NSE AND MILESTONE FE ES Revenues related to non-refundable technology access fees, subscrip- tion fees and license fees are deferred and recognized on a straight- line basis over the relevant periods of the agreement, generally the re- search term or the estimated useful life of the collaborations for those contracts without a stimulated term unless a more accurate means of recognizing revenue is available. If all of the criteria of IAS 18.14 are met, revenue is recognized in full. Milestone fees are recognized upon achievement of certain contractual criteria. SE RVICE FE ES Research and development collaboration service fees are recognized in the period when the services are provided. SALE OF GO ODS Revenue from the sale of goods in the AbD Serotec segment is mea- sured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the signiﬁ cant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be esti- mated reliably, there is no continuing managerial involvement with the goods, and the amount of revenue can be measured reliably. If it is probable the discounts will be granted and the amount can be reliably determined, then the discount is recognized as a reduction of revenue as the sales are recognized. The timing of the transfer of risks and rewards varies depending on the individual terms of the sales agreement. In accordance with IAS 18.21 and 18.25, the total consideration in multi- ple-element transactions will be allocated among the separately identi- ﬁ able components based on their respective fair values and application of IAS 18.20, and the applicable revenue recognition criteria will be considered separately for each of the separate components in order to reﬂ ect the transaction’s substance. Deferred revenues represent revenues received but not yet earned as per the terms of the contracts. 87 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 2.8 EXPENSE S C OST OF GO ODS SOLD Cost of goods sold comprises the cost of manufactured products and the acquisition cost of purchased goods which have been sold. Cost of goods sold are derived from the discontinued operations of the segment AbD Serotec. Deferred tax is calculated using the balance sheet liability method, resulting in temporary diﬀ erences between the carrying amounts of assets and liabilities and the amounts used for taxation purposes. The amount of deferred tax is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. S TO C K- BASE D C OMPE NSATION The Group applies the provisions of IFRS 2 “Share-based Payment” which obligates the Group to record the estimated fair value for stock options and other awards at the measurement date as a compensation expense over the period in which the employees render the services associated with the award. Deferred tax assets and liabilities are oﬀ set if there is a legally enforce- able right to oﬀ set current tax liabilities and assets and if they relate to income taxes imposed by the same tax authority on the same taxable entity or on diﬀ erent tax entities that intend to settle current tax liabil- ities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. OPE R ATING LE ASE PAYME NTS Payments made under operating leases are recognized in the income statement on a straight-line basis over the term of the lease. According to SIC-15, all incentives for the agreement of an operating lease are recognized as an integral part of the net consideration agreed for the use of the leased asset. The aggregate beneﬁ t of incentives is recog- nized as a reduction of rental expense over the lease term on a straight- line basis. 2.9 G OVERNMEN T GRAN T S Grants from governmental agencies for the support of speciﬁ c research and development projects for which cash has been received are re- corded within the item line “Other Income” in proﬁ t or loss on a sys- tematic basis to the extent the related expenses have been incurred. Under the terms of the grants, the governmental agencies generally have the right to audit the use of the payments received by the Group. 2.10 IN T ERE S T INCOME Interest income is recognized in ‘Finance Income’ in the income state- ment as it occurs, taking into account the eﬀ ective yield of the asset. 2.11 IN T ERE S T EXPENSE Borrowing costs are expensed when incurred and are included in ‘Finance Expenses’ in the income statement. 2.12 INCOME TAXE S Income tax comprises current and deferred tax. Income tax is recog- nized in the income statement unless it relates to items recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable with respect to previous years. A deferred tax asset is recognized only to the extent it is likely that future taxable proﬁ ts will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax beneﬁ t will be realized. 2.13 EARNINGS PER SHARE The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the proﬁ t or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the proﬁ t or loss at- tributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the eﬀ ects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to management and employees. 2.14 C A SH AND C A SH EQUIVAL EN T S The Group considers all cash at bank and on hand as well as short-term deposits with an original maturity of three months or less to be cash or cash equivalents. The Group invests most of its cash in deposits with three major German ﬁ nancial institutions, namely, Commerzbank, Hypo Vereinsbank and Deutsche Bank. Guarantees granted for rent deposits and commitments for convertible bonds issued to employees have been classiﬁ ed in other assets as re- stricted cash as they are not available for use in the Group’s operations. 2.15 DERIVAT IVE F INANC IAL INS T RUMEN T S The Group uses derivative ﬁ nancial instruments to hedge its exposure to foreign exchange rate risks. In accordance with IAS 39.9, all derivative ﬁ nancial instruments are held for trading and are recognized initially at fair value. Subsequent to initial recognition, derivative ﬁ nancial in- struments are stated at fair value, which is their quoted market price as of the balance sheet date. Since the derivatives were not designated for hedge accounting, any resulting gain or loss is recognized in the income statement. According to the Group’s foreign currency hedging policy, future cash ﬂ ows with a high probability and receivables which are deﬁ nite and collectible within a twelve-month period will be hedged. 88 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 2.16 NON-DERIVAT IVE F INANC IAL INS T RUMEN T S All non-derivative ﬁ nancial instruments are initially recognized at fair value, being the fair value of the consideration given and including acquisition charges. The Group accounts for its investment in debt and equity securities in accordance with IAS 39. Management determines the proper classiﬁ - cation of ﬁ nancial assets at the time of purchase and re-evaluates such designations as of each balance sheet date. The classiﬁ cation depends on the purpose for which the ﬁ nancial assets were acquired. As of 31 December 2012, and as of 31 December 2011, some ﬁ nancial assets held by the Group have been classiﬁ ed as available-for-sale. These ﬁ - nancial assets are recognized or de-recognized by the Group on the date it commits itself to purchase or sell the ﬁ nancial assets. After initial recognition, available-for-sale ﬁ nancial assets are measured at fair value, with any resulting gain or loss reported directly in the re- valuation reserve within equity until the ﬁ nancial assets are sold, col- lected or otherwise disposed of, or until the ﬁ nancial assets are deter- mined to be impaired, at which time the cumulative loss is reported in the income statement. Guarantees granted for rent deposits have been collateralized with available-for-sale ﬁ nancial assets and have been classiﬁ ed in other assets as restricted cash as they are not available for use in the Group’s operations. MorphoSys acquired a share in the privately held, Dutch company, Lanthio Pharma B.V., the Netherlands, located in Groningen in Novem- ber 2012. The Group holds an interest of 19.98 % in the company’s share capital as of the balance sheet date 31 December 2012. The inter- est is measured at amortized cost and the ﬁ nancial instrument is shown in the “available for sale” category. ACCOUN T S RECEIVABL E AND O T HER RECEIVABL E S 2.17 Accounts receivable are measured at amortized cost less provision for impairment, e.g. allowance for doubtful accounts (see accounting policy 2.21*). *C R O S S - R E F E R E N C E /// s e e pa g e 8 9 Other non-derivative ﬁ nancial instruments are measured at amortized cost using the eﬀ ective interest method, less provision for impairment. An interest-bearing bonded loan was granted in the ﬁ nancial year 2012. This ﬁ nancial instrument was assigned to the “loans and receiv- ables” category. 2.18 INVEN T ORY Inventories are stated on a ﬁ rst-in, ﬁ rst-out (FIFO) basis at the lower value of manufacturing or acquisition costs and net realizable value. Manufacturing costs of self-produced inventories comprise all costs which are directly attributable and an appropriate portion of overheads. Inventories can be classiﬁ ed into raw material/consumables, work in progress and ﬁ nished goods. 2.19 PROPER T Y, PL AN T AND EQUIPMEN T Property, plant and equipment is stated at historical cost less accumu- lated depreciation (see also the Notes to the Consolidated Financial Statements – section 14*) and impairment losses (see accounting policy 2.21*). Historical cost includes expenditure directly attributable to the acquisition of the items. Replacements and improvements are capitalized while general repairs and maintenance are charged to expenses as incurred. Assets are depreciated over their expected useful lives using the straight-line method (see table below). Leasehold improvements are depreciated over the estimated useful lives of an asset using the straight-line method. *C R O S S - R E F E R E N C E /// s e e pa g e 1 0 1 a n d pa g e 8 9 Asset Class Computer Hardware Low-value Laboratory and Oﬃ ce Equipment below € 150 Low-value Laboratory and Oﬃ ce Equipment between € 150 and € 1,000 Permanent Improvements to Property/Buildings Oﬃ ce Equipment Laboratory Equipment Useful Life 3 years Immediately 5 years 10 years 8 years 4 years The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. 2.20 IN TANGIBL E ASSE T S RESE ARCH AND DE VE LOPME NT Research costs are expensed as incurred. In general, development costs are expensed as incurred (IAS 38.5 and IAS 38.11 – 38.23). Develop- ment costs are recognized as an intangible asset when the criteria of IAS 38.21 (probability of expected future economic beneﬁ ts, reliability of cost measurement) are met and if the entity can demonstrate the re- quirements of IAS 38.57. PATE NT C OSTS Patents obtained by the Group stated at cost less accumulated amortiza- tion (see below) and impairment losses (see accounting policy 2.21*). Patent costs are amortized on a straight-line basis over the lower of the estimated useful life of the patent (ten years) and the remaining patent term. Amortization commences when the patent is issued. Technology as identiﬁ ed in the purchase price allocation for the acquisition of Sloning BioTechnology GmbH is stated at the acquisition-date’s fair value less accumulated amortization (useful life ten years). *C R O S S - R E F E R E N C E /// s e e pa g e 8 9 89 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements LICE NSE RIGHTS The Group acquired license rights by making upfront license payments, paying annual maintenance fees and making sublicense payments to third parties. The Group amortizes upfront license payments on a straight-line basis over the estimated useful life of the acquired li- cense (ten years). The amortization period and the amortization method are reviewed at each balance sheet date (IAS 38.104). Annual mainte- nance fees are amortized over the term of each annual agreement. Sub- license payments are amortized on a straight-line basis over the life of the contract or the estimated useful life of the collaboration for those contracts without a stipulated term. SOF T WARE Software is stated at cost less accumulated amortization (see below) and impairment losses (see accounting policy 2.21*). Amortization is charged to the income statement on a straight-line basis over the esti- mated useful life of three to ﬁ ve years. Software is amortized from the date it is ready to operate. *C R O S S - R E F E R E N C E /// s e e pa g e 8 9 WE B SITE Costs related to website development completed during the year 2012 are stated at cost less accumulated amortization and are shown within discontinued operations. Amortization is recognized on a straight-line basis over the estimated useful life of four years and is accounted for as expense in the income statement. Amortization begins at the date when the intangible asset is ready to operate. KNOW - HOW AND CUSTOME R LISTS MorphoSys established purchase price allocations (PPA) as required by IFRS 3 “Business Combinations”. Intangible assets identiﬁ ed consist of technology (useful life ten years), customer lists (useful life six to ten years), know-how (useful life eight to ten years), customer relation- ships (useful life ten years) as well as distributor networks (useful life ten years) and are stated at acquisition-date fair value less accumulated amortization. INTANGIBLE AS SE TS UNDE R DE VE LOPME NT This item contains an upfront payment from the in-licensing of a com- pound for the segment Proprietary Development. The asset is stated at cost and not yet available for use and therefore not subject to amortiza- tion. As of 31 December 2012, the asset has been tested for impairment as required by IAS 36. GOODWILL The goodwill recognized is partly attributable to expected synergies to be achieved and to the skills of the acquired workforce. Goodwill is tested annually for impairment as required by IAS 36 (see also the Notes to the Consolidated Financial Statements – section 18*). *C R O S S - R E F E R E N C E /// s e e pa g e 1 0 5 SUB SEQUE NT E XPE NDITURE Subsequent expenditure on capitalized intangible assets is only capi- talized when it substantially increases the future economic beneﬁ ts embodied in the speciﬁ c asset to which it relates. All other expenditure is expensed as incurred. 2.21 IMP AIRMEN T NON - DE RIVATIVE FINANCIAL AS SE TS A ﬁ nancial asset not carried at fair value through proﬁ t or loss is as- sessed at each reporting date to determine whether there is objective evidence that it is impaired. A ﬁ nancial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recog- nition of the asset, and that the loss event had a negative eﬀ ect on the estimated future cash ﬂ ows of that asset that can be estimated reliably. Objective evidence that ﬁ nancial assets (including equity securities) are impaired can include default or delinquency by a debtor, indica- tions that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the Group, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition a signiﬁ cant or prolonged decline in an equity security’s fair value below its cost is objective evidence of impairment. RECE IVABLES The Group considers evidence of impairment for receivables for both individual and collective assets. All individually signiﬁ cant receiv- ables are assessed for speciﬁ c impairment. All individually signiﬁ cant receivables found not to be speciﬁ cally impaired are then collectively assessed for any impairment that has been incurred but not yet identi- ﬁ ed. Receivables that are not individually signiﬁ cant are collectively assessed for impairment by grouping together receivables with similar risk characteristics. In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries in the amount of loss incurred, adjusted for management’s judgment as to whether cur- rent economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. For a ﬁ nancial asset measured at amortized cost an impairment loss is calculated as the diﬀ erence between its carrying amount and the pres- ent value of the estimated future cash ﬂ ows discounted at the asset’s original eﬀ ective interest rate. Losses are recognized in proﬁ t or loss and reﬂ ected in an allowance account against receivables. Interest on the impaired asset continues to be recognized. When a subsequent event (e.g. repayment by a debtor) causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through proﬁ t or loss. 90 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements AVAIL ABLE - FOR - SALE FINANCIAL AS SE TS Impairment losses on available-for-sale ﬁ nancial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity, to proﬁ t or loss. The cumulative loss that is reclassiﬁ ed from equity to proﬁ t or loss is the diﬀ erence between the acquisition cost, net of amortization and any principal repayment, and the current fair value, less any impairment loss recognized previously in proﬁ t or loss. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized in proﬁ t or loss, then the impairment loss is reversed, with the amount of the reversal recognized in proﬁ t or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale ﬁ nancial asset is recognized in other comprehensive income. NON - FINANCIAL AS SE TS The carrying amounts of the Group’s non-ﬁ nancial assets, inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indeﬁ nite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognized if the carrying amount of an asset or its related cash generating unit (CGU) exceeds its estimated recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future post-tax cash ﬂ ows are discounted to their present value using a post-tax discount rate that reﬂ ects current market assess- ments of the time value of money and the risks speciﬁ c to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped into the smallest group of assets that gener- ates cash inﬂ ows from continuing use that are largely independent of the cash inﬂ ows of other assets or CGUs. Subject to an operating seg- ment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reﬂ ects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to beneﬁ t from the synergies of the combination. The Group’s corporate assets do not generate separate cash inﬂ ows and are utilized by more than one CGU. Corporate assets are allocated to CGU’s on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated. Impairment losses are recognized in proﬁ t or loss. A goodwill’s impair- ment loss is not reversible. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impair- ment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. 2.22 SHARE C API TAL Ordinary shares are classiﬁ ed as equity. Incremental costs directly at- tributable to the issue of ordinary shares and share options are recog- nized as a deduction from equity, net of any tax eﬀ ects. When share cap- ital recognized as equity is repurchased, the amount of consideration paid, which includes directly attributable costs, is net of any tax eﬀ ects and is recognized as a deduction from equity classiﬁ ed as treasury shares. When treasury shares are subsequently sold or reissued, the amount received is recognized as an increase in equity, and the result- ing surplus or deﬁ cit on the transaction is transferred to/from retained earnings. 2.23 T RADE AND O T HER P AYABL E S, PROVI SIONS Trade and other payables are stated at amortized cost. Payables with re- payment dates exceeding one year are discounted to their net present values. Payables of uncertain timing or amount are shown as provisions. 2.24 CONVER T IBL E B OND S The Group issued convertible bonds to the Management Board and to employees of the Group. In accordance with IAS 32.28, the equity por- tion of a bond has to be separated and presented as additional paid-in capital. The equity component is assigned the residual amount after deducting the amount separately determined for the liability component from the fair value of the bond as a whole. The income-statement im- pact of the equity component is accounted for as stock-based compensa- tion whereas the income-statement impact of the liability component is presented as interest expense. The Group applies the provisions of IFRS 2 “Share-based Payment” for all convertible bonds granted to the Management Board and the employees of the Group. 2.25 ASSE T S AND L IABIL I T IE S HEL D F OR SAL E Disposal groups are classiﬁ ed as held for sale when it is expected that the carrying amount of the disposal group will be recovered through a sales transaction and a sale is regarded as highly probable. The dis- posal group is measured at the lower of its carrying amount and the fair value less costs to sell. 2.26 ACCOUN T ING E S T IMAT E S AND JUD GMEN T S Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 91 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by deﬁ nition, seldom equal the related actual results. The estimates and assumptions that have a sig- niﬁ cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁ nancial year are addressed below. GOODWILL The Group tests annually whether goodwill is subject to any impair- ment, in accordance with the accounting policy stated in section 2.21. The recoverable amounts of cash-generating units have been determined based on value-in use calculations. These calculations require the use of estimates (see also the Notes to the Consolidated Financial Statements – section 18*). *C R O S S - R E F E R E N C E /// s e e pa g e 1 0 5 The AbD Serotec segment was not tested for goodwill impairment in the year ended 31 December 2012. During the year 2012, the segment was classiﬁ ed as a “discontinued operation” due to an agreed upon transaction between Bio-Rad and MorphoSys (see also the Notes to the Consolidated Financial Statements – section 17*). In the previous year, a sensitivity analysis was performed for the AbD Serotec segment with diﬀ erent estimates and judgments. *C R O S S - R E F E R E N C E /// s e e pa g e 1 0 4 A further sensitivity analysis was performed for the technology develop- ment activities within the Partnered Discovery segment, which repre- sent the cash-generating unit that also comprises the goodwill from the acquisition of Sloning BioTechnology GmbH. An increase in the WACC by 30 % or a decrease in future cash ﬂ ows by 30 % would not result in an impairment of the cash-generating unit. INC OME TA XES The Group is subject to income taxes in numerous jurisdictions. Signiﬁ - cant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. As of 31 December 2012, deferred tax assets on tax loss carry-forwards in the amount of € 2.0 million were recognized due to positive business expectations at Sloning BioTechnology GmbH for the ﬁ nancial years 2013 to 2017. No deferred tax assets were reported for a portion of the corporate tax loss carry-forwards in the amount of € 2.4 million and trade tax loss carry-forwards in the amount of € 2.3 million as the us- ability of these tax loss carry-forwards is deemed uncertain due to the tax regulation in Germany (both section 8 para. 4 KStG and section 8c KStG). In the event that a portion of the total tax loss carry-forwards may not be utilized as a result of a tax audit, the company will have to pay more income taxes at an earlier point in time in future periods because the total tax loss carry-forwards will be consumed earlier than expected. 2.27 C API TAL MANAGEMEN T Concerning capital management, the Management Board’s policy is to maintain a strong and sustainable capital base in order to maintain investor, creditor and market conﬁ dence and to support future devel- opment of the business. Compared to the previous year, the equity ratio increased slightly from 86.3 % to 90.1 % (see also table below). The Group is currently not ﬁ nanced via ﬁ nancial debt. At present, management and employees can participate in the Group’s returns by way of long-term performance-related remuneration which consists of convertible bonds and stock options pursuant to the respec- tive incentive plans as resolved by the Annual General Meeting. In ad- dition, MorphoSys established a long-term incentive program in June 2011. This program is based on the performance related issuance of shares, so called ‘performance shares’, which are granted, when certain predeﬁ ned success criteria are achieved (see also the Notes to the Con- solidated Financial Statements – section 26*). A second long-term incen- tive plan (LTI plan) was established in April 2012. This plan is a perfor- mance related share plan and is paid in common shares of MorphoSys AG, subject to achieving certain predeﬁ ned performance criteria that must be approved annually by the Supervisory Board. There were no changes in the Group’s approach to capital management during the year. *C R O S S - R E F E R E N C E /// s e e pa g e 11 5 in 000’s € 31/12/2012 31/12/2011 Equity In % of Total Capital Debt In % of Total Capital TOTAL CAPITAL 202,010 90.1 % 22,279 9.9 % 224,289 197,136 86.3 % 31,275 13.7 % 228,410 3 Segment Reporting The Group applies IFRS 8 “Operating Segments” (eﬀ ective from 1 Janu- ary 2009). An operating segment is a component of an entity that en- gages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the en- tity’s chief operating decision maker and for which discrete ﬁ nancial information is available. Segment information is presented in respect of the Group’s operating segments. The operating segments are based on the Group’s manage- ment and internal reporting structure. Segment results and assets in- clude items directly attributable to a segment and those that can be allocated on a reasonable basis. Intersegment pricing is determined on an arm’s length basis according to the Group transfer pricing policy. 92 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The Group consists of the following operating segments: PAR TNE RE D DISC OVE RY MorphoSys possesses one of the leading technologies for the generation of human antibody therapeutics. The Group commercially exploits this technology via partnerships with pharmaceutical and biotechnology companies. All business activities related to these collaborations and the major part of technology development are reﬂ ected in this segment. PROPRIE TARY DE VE LOPME NT This segment involves all activities relating to proprietary therapeutic antibody development. Presently, this includes the Group’s three lead compounds in its proprietary product portfolio, MOR103, MOR202 and MOR208 as well as two further programs in the discovery phase. The Group currently plans to out-license proprietary compounds after clini- cal proof of concept. ABD SE ROTEC The AbD Serotec segment leverages MorphoSys’s core technological ca- pabilities in the design and manufacture of antibodies for research and diagnostic purposes. It commercializes the HuCAL technology, focusing on the generation of bespoke research antibodies for its customers. The AbD Serotec segment also generates sales from catalogue antibodies and bulk/industrial production of antibodies. MorphoSys AG and a subsidiary of Bio-Rad Laboratories Inc., Hercules/ California, USA (Bio-Rad Inc.) agreed to acquire all shares of MorphoSys UK Ltd., Oxford, UK (MorphoSys UK) on 16 December 2012 with the notarial authentication of 17 December 2012. The takeover also com- prised all of the shares in MorphoSys UK’s subsidiaries. At the time of signing on 16 December 2012, MorphoSys UK held all of the shares of MorphoSys AbD GmbH, Düsseldorf, Germany and MorphoSys US Inc., Raleigh, USA (MorphoSys US). Additionally, MorphoSys AG and a For the Twelve-month Period Ended 31 December (in 000’s €) Partnered Discovery 2012 2011 Proprietary Development 2011 2012 AbD Serotec 2012 2011 External Revenues Inter-segment Revenues RE VENUES , TOTAL Cost of Goods Sold Other Operating Expenses Inter-segment Costs TOTAL OPER ATING E XPENSES Other Income Other Expenses SEG MENT EBIT Finance Income Finance Expenses Income Tax Income/(Expenses) NE T PROFIT/(LOS S) Current Assets Non-current Assets TOTAL SEG MENT AS SE TS* Current Liabilities Non-current Liabilities Stockholders' Equity TOTAL SEG MENT LIAB ILITIES AND EQUIT Y Capital Expenditure Depreciation and Amortization 44,667 0 44,667 0 21,738 43 21,781 131 0 23,017 0 0 0 23,017 20,707 21,621 42,328 3,554 5,915 0 9,469 794 3,534 79,319 0 79,319 0 23,427 256 23,683 59 0 55,695 0 0 0 55,695 18,054 23,061 41,115 4,937 6,047 0 10,984 1,202 3,197 6,988 0 6,988 0 18,127 0 18,127 187 0 (10,952) 0 0 0 (10,952) 704 14,519 15,223 3,779 0 0 3,779 614 1,106 2,398 0 2,398 0 34,975 25 35,000 407 0 (32,195) 0 0 0 (32,195) 1,460 16,672 18,132 8,100 0 0 8,100 1,009 1,750 17,952 43 17,995 6,238 11,333 0 17,571 4 157 271 0 0 0 271 11,908 31,029 42,937 3,380 407 0 3,787 542 1,183 19,060 281 19,341 7,024 11,356 0 18,380 (57) 39 865 0 0 0 865 11,747 30,841 42,588 3,896 543 0 4,439 787 1,247 * The variance in the amount of € 40.9 million between total assets of the reported segments and the balance sheet’s total is due to the ‘Assets of Disposal Group Classiﬁ ed as Held for Sale’. See also note 17 of these Notes. 93 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements further subsidiary of Bio-Rad Laboratories Inc. agreed at 16 December 2012 upon the takeover of individual assets (trademarks) of the AbD Serotec segment and the purchase of a non-exclusive license for the use of the HuCAL technology in the market for research reagents and diagnostics. After the takeover of the shares in MorphoSys UK by the subsidiary of Bio-Rad Inc., it was agreed on 16 December 2012, that all assets and liabilities attributed to the AbD-Serotec segment of MorphoSys AG shall be transferred to MorphoSys AbD GmbH. Bio-Rad Inc., Bio-Rad Inc.’s subsidiaries including MorphoSys AbD GmbH are hereinafter referred to as „acquirer“ or „Bio-Rad“, respectively. The shares of MorphoSys AG in Poole Real Estate Ltd., Poole, GB, were not sold. The completion of the transaction depended on the fulﬁ llment of certain conditions. Substantially all of the AbD Serotec segment was transferred at the closing date (10 January 2013) due to the fulﬁ llment of the previously deﬁ ned obligations. Hence, at 31 December 2012, sub- stantially all of the AbD Serotec segment was classiﬁ ed as discontinued operation in accordance with IFRS 5, hereinafter referred to as “discon- tinued operation”. The operating segments Partnered Discovery and Proprietary Development as well as the non-discontinued operations of the AbD Serotec segment qualiﬁ ed as “continued operations” as of the balance sheet date. The presentation of the net assets, the ﬁ nancial position and the results of operations of MorphoSys Group follows the basic concept of IFRS 5 in this respect. E NTIT Y- WIDE DISCLOSURE In presenting entity-wide disclosures, segment revenues are based on the geographical location of the customers and segment assets on the geographical location of the assets. Unallocated 2012 2011 2012 Elimination Group 0 0 0 0 10,412 0 10,412 98 85 (10,399) 670 196 (469) (10,394) 120,394 3,406 123,800 4,530 713 202,010 207,253 357 487 0 0 0 0 12,303 0 12,303 67 2,007 (14,243) 1,460 151 (3,214) (16,148) 123,431 3,144 126,575 6,818 934 197,135 204,887 646 483 0 (43) (43) 0 0 (43) (43) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2011 0 (281) (281) 0 0 (281) (281) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2012 2011 69,607 0 69,607 6,238 61,610 0 67,848 420 242 1,937 670 196 (469) 1,942 153,713 70,575 224,288 15,243 7,035 202,010 224,288 2,307 6,310 100,777 0 100,777 7,024 82,061 0 89,085 476 2,046 10,122 1,460 151 (3,214) 8,217 154,692 73,718 228,410 23,751 7,524 197,135 228,410 3,644 6,677 thereof from Discontinued Operations** 2011 2012 thereof from Continuing Operations 2012 2011 17,690 0 17,690 6,238 11,855 0 18,093 4 157 (556) 11 97 217 (424) 10,855 30,001 40,855 3,325 407 0 3,733 542 1,060 18,700 0 18,700 7,024 11,252 0 18,276 (57) 39 327 7 97 (223) 14 0 0 0 0 0 0 0 787 1,127 51,917 0 51,917 0 49,755 0 49,755 416 85 2,493 659 99 (686) 2,366 142,858 40,574 183,433 11,918 6,628 202,010 220,556 1,765 5,250 82,077 0 82,077 0 70,809 0 70,809 533 2,007 9,795 1,453 54 (2,991) 8,203 154,692 73,718 228,410 23,751 7,524 197,135 228,410 2,857 5,550 ** Due to the Agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, items in connection with the transaction are shown in the column ‘thereof from Discontinued Operations’ for the years 2012 and 2011. The columns Partnered Discovery, Proprietary Development, AbD Serotec, Unallocated, Elimination and Group comprise the ﬁ gures for the entire segment or the Group totals. See also note 17 of these Notes. 94 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements A segment result is deﬁ ned as segment revenues less operating seg- ment expenses. As a compensation for therapeutic revenues generated from contracts that had originally been initiated by the AbD Serotec segment, the Partnered Discovery segment granted a compensatory fee of € 0.04 million (2011: € 0.3 million) to the AbD Serotec segment for 2012 as a result of the revenue-sharing agreement established between the two segments € 0.3 million). In 2011, revenues in the AbD Serotec segment also comprised minor intersegment revenues with the Propri- etary Development segment from the sale of antibodies. In 2012, an impairment loss of € 0.2 million was recognized in the segment Propri- etary Development (2011: impairment loss of € 0.2 million). The Group’s major customers are all related to the Partnered Discovery segment. The most signiﬁ cant customer accounts for € 8.3 million of the trade receivables’ carrying amount at 31 December 2012 (31 De- cember 2011: € 8.9 million). Three of the Group’s customers individu- ally accounted for € 47.3 million, € 1.7 million, and € 1.5 million of the total revenues in the year 2012 and were mainly attributed to the Part- nered Discovery segment. In 2011, three of the Group’s customers indi- vidually accounted for € 72.8 million, € 2.2 million, and € 2.1 million of the total revenues and were mainly attributed to the Partnered Dis- covery segment. In 2012, other operating expenses in “unallocated” mainly included personnel-related costs (2012: € 6.1 million, 2011: € 6.9 million ), costs for external services (2012: € 2.2 million, 2011: € 3,1 million) and in- frastructure costs (2012: € 1.2 million, 2011: € 1.2 million). Current as- sets in “unallocated” mainly consisted of cash, cash equivalents and available-for-sale ﬁ nancial assets (31 December 2012: € 107.9 million, 31 December 2011: € 121.0 million). Current liabilities in “unallocated” mainly comprised accounts payable and accrued expenses (31 Decem- ber 2012: € 4.3 million, 31 December 2011: € 4.5 million) as well as provisions (31 December 2012: € 0.2 million, 31 December 2011: € 2.3 million). The following table shows the split of the Group’s consolidated revenues by geographical market: in 000’s € Germany Europe and Asia USA and Canada Other Total from Continuing Operations Total from Discontinued Operations TOTAL 2012 0 49,203 2,714 0 51,917 17,690 69,607 2011 1,000 76,442 4,635 0 82,077 18,700 100,777 In 2012, total revenue included approx. 1 % revenue derived from Asia (2011: approx. 3 %). The following table shows the split of the Group’s non-current assets, excluding deferred tax assets, by geographical segment: in 000’s € Germany UK USA Total from Continuing Operations Total from Discontinued Operations TOTAL 31/12/2012 31/12/2011 40,574 0 0 40,574 29,884 70,458 71,904 127 1,522 73,553 0 73,553 The following table shows the split of the Group’s capital expenditure by geographical segment: in 000’s € Germany UK USA Total from Continuing Operations Total from Discontinued Operations TOTAL 4 Revenues 2012 1,765 0 0 1,765 542 2,307 2011 2,857 0 0 2,857 787 3,644 In 2012, the revenues from continuing operations included revenues from license and milestones fees in the amount of € 25.0 million (2011: € 59.0 million), to which the Partnered Discovery segment and the continuing operations of the AbD Serotec segment contributed € 24.8 million (2011: € 58.7 million) and € 0.3 million (2011: € 0.6 mil- lion) respectively. Revenues from continuing operations from service fees in the amount of € 26.9 million (2011: € 23.0 million) included € 19.9 million from the Partnered Discovery segment (2011: € 20.6 million) and € 7.0 million from the Proprietary Development segment (2011: € 2.4 million). The rev- enues of the Proprietary Development segment contain a one-oﬀ pay- ment from Novartis. Revenue relating to the discontinued operations within the AbD Serotec segment amounted to € 17.7 million (2011: € 18.7 million). 95 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 5 Personnel Expenses 6 Other Income and Expenses, Finance Income and Expenses in 000’s € Wages and Salaries Social Security Contributions Stock-based Compensation Expense Temporary Staﬀ (External) Other Total from Continuing Operations Total from Discontinued Operations TOTAL 2012 20,159 3,226 1,291 424 284 2011 22,214 3,384 1,464 228 1,830 25,384 29,119 7,902 33,286 7,695 36,814 In 2012, other personnel expenses included mostly costs for recruit- ment. In 2011, other personnel expenses included mostly costs for recruitment and severance charges. The average number of employees during the year ended 31 December 2012 was 422 (31 December 2011: 461). Of the 421 employees as of 31 December 2012, 278 worked in research and development (31 De- cember 2011: 301) and 143 (31 December 2011: 145) in sales, general and administration. As of 31 December 2012, 184 employees worked in the Partnered Discovery segment, 54 in the Proprietary Develop- ment segment and 135 in the AbD Serotec segment; 48 were unallo- cated (31 December 2011: 207 in the Partnered Discovery segment, 67 in the Proprietary Development segment and 140 in the AbD Sero- tec segment; 40 were unallocated). The expenses for deﬁ ned contribu- tion plans amounted to € 0.3 million in 2012 (31 December 2011: € 0.3 million). Other income and expenses and ﬁ nance income and expenses include the following items: in 000’s € 2012 Grant Income Gain on Exchange Miscellaneous Income Other Income Loss on Exchange* Miscellaneous Expenses Other Expenses Gain on Marketable Securities Interest Income Gain on Derivatives Finance Income Interest Expenses Loss on Derivatives Bank Fees Finance Expenses Total from Continuing Operations Total from Discontinued Operations TOTAL 277 94 45 416 (66) (19) (85) 481 178 0 659 (8) (41) (50) (99) 891 (239) 652 2011 466 59 9 534 (2,010) 2 (2,008) 1,086 347 21 1,454 (27) 0 (27) (54) (74) (187) (261) * The decrease in losses on exchange in 2012 from € 2.0 million to € 0.1 million is mainly a result of the foreign exchange rate ﬂ uctuation between invoice date and the date a one-time technology milestone payment by Novartis has been received in the ﬁ rst quar- ter of 2011. Due to the agreement between Bio-Rad and MorphoSys to acquire substantially all of the segment AbD Serotec, the Group’s workforce will be reduced by 135 employees in 2013. 7 Income Taxes MorphoSys AG and its German subsidiaries MorphoSys IP GmbH, MorphoSys AbD GmbH and Sloning BioTechnology GmbH are subject to corporate tax, solidarity surcharge and trade tax. The Company’s corpo- ration tax rate remained constant at 15 %; the same applies to the solidar- ity surcharge of 5.5 % and the eﬀ ective trade tax rate of 10.5 %. With regard to aﬃ liated companies in foreign countries, income tax rates of 24 % in the UK (2011: 26.5 %) and 37 % (2011: 36.9 %) in the USA. 96 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The income tax for the continuing operations for the past ﬁ scal year is composed as follows: MorphoSys AG has been subject to tax audits for the ﬁ nancial years 2004 to 2007 and tax loss carry-forwards have been conﬁ rmed in their recognized amount. As of 31 December 2012, a deferred tax asset on tax loss carry-forwards in the amount of € 2.0 million was recognized due to positive business expectations at Sloning BioTechnology GmbH for the ﬁ nancial years 2013 to 2017. No deferred tax asset was reported for a portion of the corporate tax loss carry-forwards in the amount of € 2.4 million and trade tax loss carry-forwards in the amount of € 2.3 million as the usability of these tax loss carry-forwards is deemed uncertain due to the tax regulation in Germany (both sec. 8 para. 4 KStG and sec. 8c KStG; see also Notes to the Consolidated Financial Statements – section 2.25*). The tax loss carry-forwards may be carried forward indeﬁ nitely and in unlimited amounts. From 2004 onwards, German tax law re- stricts the oﬀ setting of taxable income against existing tax loss carry- forwards to an amount of € 1.0 million plus 60 % of taxable income above € 1.0 million. According to the German Corporation Tax Act (Körper- schaftsteuergesetz, KStG), taxes may be carried forward indeﬁ nitely. *C R O S S - R E F E R E N C E /// s e e pa g e 9 0 in 000’s € 2012 2011 Current Tax Expense (Thereof Regarding Prior Years: Tax Income of k€ 12; 2011: k€ 0) Deferred Tax Income TOTAL INC OME TA X Total Amount of Deferred Taxes Resulting from Entries Directly Recognized in Equity (1,064) 378 (686) (3,292) 301 (2,991) (212) (265) Additionally, the discontinued operations recognized an income tax income in the amount of € 0.2 million for the year 2012 and an income tax expense of € 0.2 million for the year 2011. The following table reconciles the expected income tax expense to the actual income tax expense presented in the consolidated ﬁ nancial statements. To calculate the statutory income tax expense in ﬁ scal year 2012, the combined income tax rate of 26.33 % (2011: 26.33 %) was ap- plied to income before taxes. The tax rate applied in the reconciliation statement includes corporate tax and solidarity surcharge, and amounts to 15.83 % plus the eﬀ ective trade tax rate based on the multiplier rate (“Hebesatz”) of 300 % for municipal trade tax, which amounts to 10.50 %. in 000’s € 2012* 2011* Proﬁ t Before Income Taxes Expected Tax Rate Expected Income Tax Tax Eﬀ ects Resulting from: Deferred Income Tax Arising from the Recognition of DTA on Previously Unrecognized DTA on Tax Loss Carry-forwards Stock-based Compensation Non-tax-deductible Items Permanent diﬀ erences due to tax-exempts Tax Rate Diﬀ erences Release of DTL Arising from Temporary Diﬀ erences Prior Year Taxes Other Eﬀ ects Actual Income Tax 3,051 26.33 % (803) 317 (110) (125) 0 (19) 49 12 (7) (686) 11,195 26.33 % (2,948) 389 (339) (124) 125 (54) 0 0 (40) (2,991) * Tax rate reconciliation for the continuing operations 97 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Signiﬁ cant components of the deferred tax assets and liabilities are as follows: in 000's €, as of 31 December DTA1 20123 DTA1 20114 DTL2 20123 DTL2 20114 Intangible Assets Property, Plant and Equipment Other Equipment, Furnitures, Fixtures Inventory Prepaid Expenses and Deferred Charges Short-term Securities Investments Other Accrual/Provisions Trade Accounts Payable Other Liabilities Tax Losses 0 0 127 0 0 0 0 0 0 2,015 2,142 0 0 51 161 0 0 0 5 0 2,273 2,490 2,373 0 0 0 3 184 0 0 0 0 2,560 3,287 42 0 0 5 231 30 0 22 3 3,620 1 Deferred Tax Asset 2 Deferred Tax Liability 3 Composition of Deferred Tax Assets and Liabilities from Continuing Operations 4 Composition of Deferred Tax Assets and Liabilities for the Group Deferred tax liabilities of € 0.2 million (previous year: € 0.3 million) were recorded directly in stockholders’ equity. This amount relates mainly to the revaluation of ﬁ nancial assets available-for-sale. In 2012, deferred tax assets of € 2.1 million were oﬀ set against de- ferred tax liabilities. Both deferred tax asset and deferred tax liability relate to income taxes imposed by the same tax authority on the same taxable entity. As of 31 December 2012 and as of 31 December 2011, no deferred tax liabilities were recognized on temporary diﬀ erences relating to an in- vestment in a subsidiary, since the Group may determine whether the liability will arise and is convinced that the liability will not arise in the foreseeable future. 8 Earnings per Share The calculation of basic earnings per share is based on the consoli- dated net proﬁ t of € 1,942,145 for 2012 (2011: € 8,216,397) and on the weighted-average number of ordinary shares outstanding for the rele- vant years (2012: 23,004,894; 2011: 22.887.723). 98 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The weighted-average number of ordinary shares was calculated as follows: SHARES IS SUED ON 1 JANUARY Eﬀ ect of Treasury Shares Held Repurchase of Treasury Stock Eﬀ ect of Shares Issued in January Eﬀ ect of Shares Issued in February Eﬀ ect of Shares Issued in March Eﬀ ect of Shares Issued in April Eﬀ ect of Shares Issued in May Eﬀ ect of Shares Issued in June Eﬀ ect of Shares Issued in July Eﬀ ect of Shares Issued in August Eﬀ ect of Shares Issued in September Eﬀ ect of Shares Issued in October Eﬀ ect of Shares Issued in November Eﬀ ect of Shares Issued in December WEIGHTED - AVER AGE NUMBER OF SHARES OF COMMON STOCK The diluted earnings per share are calculated by taking into account the Group’s potential ordinary shares from stock options and convertible bonds granted. The following table shows the reconciliation of basic and diluted earn- ings per share (in €, except for per share data): Numerator Proﬁ t for the Year from Continuing Operations (Loss) / Proﬁ t for the Year from Discontinued Operations Consolidated Net Proﬁ t Denominator Weighted-average Shares Used for Basic EPS Dilutive Shares Arising from Stock Options Dilutive Shares Arising from Convertible Bonds TOTAL DENOMINATOR Earnings per Share (in €) Basic thereof from Continuing Operations thereof from Discontinued Operations Diluted thereof from Continuing Operations thereof from Discontinued Operations 2012 2011 23,112,167 (163,915) (64,813) 15,731 19,313 3,579 45,087 0 16,860 447 336 14,495 3,341 620 1,645 23,004,894 22,890,252 (79,896) (45,744) 32,510 10,266 2,408 20,741 40,639 2,286 6,194 0 0 470 7,461 136 22,887,723 2012 2011 2,366,263 (424,118) 1,942,145 23,004,894 204,132 51,334 23,260,360 0.08 0.10 (0.02) 0.08 0.10 (0.02) 8,202,087 14,310 8,216,397 22,887,723 229,907 8,528 23,126,158 0.36 0.36 0.00 0.36 0.35 0.00 99 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 9 Cash and Cash Equivalents in 000’s € 31/12/2012 31/12/2011 Bank Balances and Cash in Hand Term Deposits Restricted Cash Total from Continuing Operations Total from Discontinued Operations Cash and Cash Equivalents 40,690 984 (984) 40,690 5,281 45,971 54,596 980 (980) 54,596 0 54,596 The decline in cash and cash equivalents was mainly caused by grant- ing an interest-bearing, transferable loan of € 10.0 million. A decrease of € 5.3 million in the cash balance resulted from the initial classiﬁ cation of the discontinued operation under IFRS 5 in the AbD Serotec segment. The restricted cash of € 1.0 million represents rent deposits and is un- changed compared with the previous year. 10 Financial Assets The ﬁ nancial assets available-for-sale composed as follows as of 31 December 2012 and 2011: in 000's € 31 DECEMBER 2012 DB Money Cash Restricted Cash TOTAL 31 DECEMBER 2011 DB Money Cash Restricted Cash TOTAL Maturity Cost Gross Unrealized Holding Losses Gains Market Value daily 79,345 daily 79,150 699 877 0 0 80,044 (322) 79,722 80,027 (258) 79,769 The Group’s gross unrealized holding gains of € 698,848 on 31 De- cember 2012 and € 877,332 on 31 December 2011 respectively were recorded as a separate entry in stockholders’ equity (revaluation re- serve). In 2012 the Group recorded a proﬁ t in the income statement, which had previously been reported in stockholders’ equity, of € 480,912 resulting from the disposal of ﬁ nancial assets (2011: € 1,085,911). The restricted cash of € 0.3 million (2011: € 0.3 million) is related to rent deposits paid. For further details on accounting for ﬁ nancial assets, see the Notes to the Consolidated Financial Statements – section 2.16.* *C R O S S - R E F E R E N C E /// s e e pa g e 8 8 100 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 11 Accounts Receivable All accounts receivable are non-interest-bearing and generally have pay- ment terms of 30 to 45 days. On 31 December 2012 and 2011, accounts receivable included unbilled amounts of € 1,592,679 and € 1,856,827, respectively. In some cases, the Group requires collateral from custom- ers in the discontinued operations of the AbD Serotec segment in order to avoid uncollectable accounts receivable. As of 31 December 2012, these were not signiﬁ cant in terms of their amount. Based on management’s estimate, a net loss of € 60,119 was recognized in the income statement for doubtful receivables in 2012 (2011: Net loss of € 3,243). This loss was attributed to the discontinued operations. 12 Other Receivables In accordance with the Group’s hedging policy, expected cash ﬂ ows with a high probability and deﬁ nite foreign-currency receivables, which are collectable within a twelve-month period, are reviewed for the need of a hedging. In 2003, MorphoSys started entering into foreign cur- rency options and futures in order to hedge its foreign exchange risk against U.S. dollar receivables. These derivatives are recorded as other receivables with their fair values. In the ﬁ rst quarter of 2012, MorphoSys AG granted a transferable, inter- est-bearing and assignable loan with a nominal value of € 10.0 million. Interest income of € 82,534 is recorded in the ﬁ nancial result. In accor- dance with IAS 39, this ﬁ nancial instrument was attributed to the cat- egory “Loans and Receivables”. The risks associated with the ﬁ nancial instrument mainly arise from unfavorable trends for the reference interest rate used for the interest calculation as well as from credit risks associated with the borrower. In the business year 2012, there were no indications for impairment. As of 31 December 2012 and 2011, no option contracts were outstand- ing. Therefore, no unrealized gains or losses were recognized in the income statement in 2012 and in 2011. At the beginning of the year, the Group entered into two option contracts reaching maturity during the business year 2012. A realized loss of € 0.04 million (2011: loss of € 0.3 million) was recorded in ﬁ nance expenses. 13 Prepaid Expenses, Tax Receivables, Other Current Assets and Inventories Prepaid expenses essentially consisted of prepaid fees for sublicenses amounting to € 0.1 million (31.12.2011: € 0.2 million) and other prepay- ments amounting to € 1.3 million (31.12.2011: € 1.6 million) as of 31 De- cember 2012. The discontinued operations comprised prepayments in the amount of € 0.3 million as of 31 December 2012. As of 31 December 2012, tax receivables amounted to € 0.1 million (31.12.2011: € 0.2 million), and comprised mainly receivables in con- nection with withholding tax on capital gains. Further tax receivables in the amount of € 0.3 million were presented in discontinued opera- tions as of 31 December 2012. Inventories of the continuing operations amounted to € 0.8 million as of 31 December 2012 and were stored at the German location in Mar- tinsried. As of 31 December 2012, inventories consisted of raw materials, merchandise, consumables and supplies in the amount of € 0.6 million and unﬁ nished goods in the amount of € 0.2 million. As in the previous year, there were no inventories carried at fair value less costs to sell. Inventories of the discontinued operations amounted to € 2.8 million as of 31 December 2012. An inventory reserve of € 3.2million was recorded for the discontinued operations as of 31 December 2012. In 2012, raw materials, merchandise, consumables and supplies as well as changes in stock of unﬁ nished and ﬁ nished goods, that were recorded in cost of goods sold of the discontinued operations, amounted to € 4.5 million (31 December 2011: € 5.1 million). As of 31 December 2011, inventories in the amount of € 3.3 million were stored at the Group locations in Oxford, UK, and Raleigh, USA, as well as at the German locations in Martinsried and Puchheim. As of 31 De- cember 2011, inventories consisted of raw materials, merchandise, consumables and supplies in the amount of € 1.9 million, unﬁ nished goods in the amount of € 0.1 million and ﬁ nished goods in the amount of € 1.3 million. The inventory reserve amounted to € 3.0 million as of 31 December 2011, and the movement to prior year’s inventory reserve was included in cost of goods sold. 101 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 14 Property, Plant and Equipment in 000’s € Cost 1 JANUARY 2012 Additions Disposals Foreign Exchange Variance Reclassiﬁ cation to Assets of Disposal Group Classiﬁ ed as Held for Sale 31 DECEMBER 2012 Accumulated Depreciation 1 JANUARY 2012 Depreciation Charge for the Year Write-oﬀ s for the Year Disposals Foreign Exchange Variance Reclassiﬁ cation to Assets of Disposal Group Classiﬁ ed as Held for Sale 31 DECEMBER 2012 Carrying Amount 1 JANUARY 2012 31 DECEMBER 2012 Cost 1 JANUARY 2011 Additions Disposals Foreign Exchange Variance 31 DECEMBER 2011 Accumulated Depreciation 1 JANUARY 2011 Depreciation Charge for the Year Disposals Foreign Exchange Variance 31 DECEMBER 2011 Carrying Amount 1 JANUARY 2011 31 DECEMBER 2011 Land and Buildings Ofﬁ ce and Laboratory Equipment Furniture and Fixtures 1,191 15 0 25 (1,231) 0 452 83 0 0 10 (545) 0 739 0 916 257 0 18 1,191 294 152 0 6 452 622 739 15,071 980 (420) 18 (3,213) 12,436 10,273 2,027 178 (418) 14 (2,589) 9,485 4,798 2,951 14,404 1,882 (1,235) 20 15,071 9,382 2,010 (1,122) 3 10,273 5,022 4,798 2,650 21 (51) 5 (733) 1,892 2,081 139 0 (51) 7 (525) 1,651 569 241 2,460 208 (28) 10 2,650 1,914 182 (21) 6 2,081 546 569 Totals 18,912 1,016 (471) 48 (5,177) 14,328 12,806 2,249 178 (469) 31 (3,659) 11,136 6,106 3,192 17,780 2,347 (1,263) 48 18,912 11,590 2,344 (1,143) 15 12,806 6,190 6,106 102 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements As of 31 December 2011, property in the amount € 785,027 in Poole, UK, was classiﬁ ed as “held for sale” and, due to the revaluation of the expected sales price, an impairment with insigniﬁ cant amount was recorded. In March 2012, MorphoSys concluded the sale of its property in Poole, UK, for € 0.8 million. No borrowing costs were capitalized during the reporting period. No restrictions on title and property, plant and equipment were pledged as security for liabilities. The Group capitalized expenditure of an insig- niﬁ cant amount for assets under construction. No signiﬁ cant contractual commitments for the acquisition of the purchase of property, plant and equipment have been entered into as of the reporting date. The depreciation charge is included in the following line items of the income statement: in 000’s € Research and Development Research and Development (Write-oﬀ ) Sales, General and Administrative Cost of Goods Sold Total from Continuing Operations (Loss)/Proﬁ t for the Year from Discontinued Operations TOTAL 2012 1,344 178 385 0 1,907 530 2,437 2011 1,602 0 134 0 1,736 640 2,376 In 2012, an impairment of € 0.2 million was accounted for, mainly for laboratory equipment that was no longer usable in the context of the ﬁ nalization of clinical trial studies for the proprietary HuCAL antibody program MOR103. 103 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 15 Intangible Assets in 000's € Patents Licenses Intangible Assets under Development Know-How and Customer List Software Goodwill Total Cost 1 JANUARY 2012 Additions Disposals Foreign Exchange Variance Reclassiﬁ cation to Assets of Disposal Group Classiﬁ ed as Held for Sale 31 DECEMBER 2012 Accumulated Amortization 1 JANUARY 2012 Amortization Charge for the Year Disposals Foreign Exchange Variance Reclassiﬁ cation to Assets of Disposal Group Classiﬁ ed as Held for Sale 31 DECEMBER 2012 Carrying Amount 1 JANUARY 2012 31 DECEMBER 2012 Cost 1 JANUARY 2011 Additions Disposals Foreign Exchange Variance 31 DECEMBER 2011 Accumulated Amortization 1 JANUARY 2011 Amortization Charge for the Year Write-oﬀ s for the Year Disposals Foreign Exchange Variance 31 DECEMBER 2011 Carrying Amount 1 JANUARY 2011 31 DECEMBER 2011 14,659 245 (2) 0 0 14,902 25,207 91 (3) 19 (904) 24,410 5,200 15,655 1,036 0 0 0 6,236 9,459 8,666 14,449 218 (8) 0 14,659 2,146 (1) 9 (528) 17,281 9,552 7,129 25,425 138 (371) 15 25,207 4,164 13,306 1,036 8 (8) 0 5,200 10,285 9,459 2,528 186 (371) 6 15,655 12,119 9,552 10,513 0 0 0 0 10,513 0 0 0 0 0 0 10,513 10,513 10,513 0 0 0 10,513 0 0 0 0 0 0 10,513 10,513 2,884 956 (17) 5 (478) 3,350 5,525 0 0 49 34,107 0 0 34 92,895 1,292 (22) 107 (5,574) 0 (26,788) 7,353 (33,744) 60,528 1,828 4,184 486 (16) 5 (304) 1,999 1,056 1,351 3,126 942 (1,189) 5 2,884 382 0 30 (4,596) 0 1,341 0 5,419 0 0 106 5,525 2,620 3,733 392 0 (1,188) 4 1,828 506 1,056 377 0 0 74 4,184 1,686 1,341 0 0 0 0 0 0 34,107 7,353 34,099 0 0 8 34,107 0 0 0 0 0 0 34,099 34,107 26,867 4,050 (17) 44 (5,428) 25,516 66,028 35,012 93,031 1,298 (1,568) 134 92,895 23,823 4,333 194 (1,567) 84 26,867 69,208 66,028 104 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements As of 31 December 2012, intangible assets under development, as required by IAS 36, were subject to an impairment test. This test did not result in any impairment. 17 Assets Held for Sale and Discontinued Operations The depreciation charge is included in the following line items of the income statement: in 000’s € Research and Development Research and Development (Write-oﬀ ) Sales, General and Administrative Cost of Goods Sold Total from Continuing Operations (Loss)/Proﬁ t for the Year from Discontinued Operations TOTAL 2012 3,262 0 141 115 3,518 530 4,048 2011 3,669 194 24 120 4,007 487 4,494 As of 31 December 2011, an impairment amounting to € 0.2 million was recorded in the Proprietary Development segment for intangible assets. The impairment in 2011 was connected to a program, which was discontinued due to strategic reasons. 16 Other Assets The Group classiﬁ ed speciﬁ c line items within other assets as restricted cash, which is not available for operating purposes (see Notes to the Consolidated Financial Statements – sections 9 and 10*). As of 31 De- cember 2012 and 2011, the Group had at its disposal restricted cash of € 1.3 million and € 1.2 million, respectively, for guarantees granted, and € 73,607 and € 73,607, respectively, for convertible bonds issued to employees. *C R O S S - R E F E R E N C E /// s e e pa g e 9 9 As of 31 December 2011, the “Assets of Disposal Group Classiﬁ ed as Held for Sale” comprised the commercial real estate owned by the sub- sidiary Poole Real Estate Ltd., Poole, UK, with a carrying amount of € 785,027. In March 2012, MorphoSys completed the sale of this prop- erty for € 0.8 million. On 16 December 2012, an agreement was signed by MorphoSys and Bio-Rad for a takeover of substantially all of the AbD Serotec segment for research-related and diagnostic antibodies. The result from operat- ing activities of the AbD Serotec segment is presented in the result from discontinued operations in accordance with IFRS 5. The previous year’s ﬁ gures in the income statement and in the segment report were adjusted accordingly. As of the balance sheet date 31 December 2012, assets and liabilities of the discontinued operation AbD Serotec were presented as “Assets/Liabilities of Disposal Group Classiﬁ ed as Held for Sale”. The sale of the AbD Serotec segment to an American acquirer was approved by resolutions of the Management Board and the Supervisory Board on 16 December 2012. The closing of the transaction took place on 10 Ja nuary 2013. The following assets were reclassiﬁ ed within the balance sheet to “Assets of Disposal Group Classiﬁ ed as Held for Sale” for the year 2012: in 000’s € 31/12/2012 31/12/2011 Cash and Cash Equivalents Accounts Receivable Inventories, Net Other Current Assets Total Current Assets Property, Plant and Equipment, Net Licenses, Net Software, Net Know-how and Customer Lists, Net Goodwill Other Non-current Assets Total Non-current Assets Assets of Disposal Group Classiﬁ ed as Held for Sale 5,281 1,703 2,769 1,101 10,855 1,519 376 174 978 26,788 166 30,001 40,855 0 0 0 0 0 785 0 0 0 0 0 785 785 105 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The following liabilities were reclassiﬁ ed within the balance sheet to “Liabilities of Disposal Group Classiﬁ ed as Held for Sale” for the year 2012: in 000’s € 31/12/2012 31/12/2011 Accounts Payable and Accrued Expenses Current Portion of Deferred Revenue Other Current Liabilities Total Current Liabilities Deferred Tax Liability Total Non-current Liabilities Liabilities of Disposal Group Classiﬁ ed as Held for Sale 2,424 435 466 3,325 407 407 3,733 The result of discontinued operations comprises the following: in 000’s € Revenues Cost of Goods Sold Research and Development Sales, General and Administrative Total Operating Expenses Other (Expenses)/Income Earnings before Interest and Taxes (EBIT) Finance Income/(Expenses) Proﬁ t before Taxes Income Tax Income/(Expenses) (Loss)/Proﬁ t for the Year from Discontinued Operations 2012 17,690 6,238 1,845 10,010 18,093 (153) (556) (85) (641) 217 (424) 0 0 0 0 0 0 0 2011 18,700 7,024 1,598 9,654 18,276 (96) 327 (90) 237 (223) 14 18 Goodwill On 31 October 2012, goodwill in the amount of € 7.4 million resulting from the acquisition of Sloning BioTechnology GmbH in 2010 was tested for impairment as required by IAS 36. The recoverable amount of the cash-generating unit (CGU), the technology development team in the Partnered Discovery segment, was determined on the basis of value-in-use calculations, whereby the calculated value in use ex- ceeded the carrying amount of the cash-generating unit. In addition, a detailed sensitivity analysis was carried out (see Notes to the Consoli- dated Financial Statements – section 2.26*). The cash ﬂ ow forecasts refer to a ten-year period since management assumes that commercial- ization by means of licensing agreements, which include upfront pay- ments, milestone payments, funded research and royalties, will pay oﬀ fully over the medium to long term. For this reason, a planning period of ten years is deemed appropriate for calculating the value in use. The cash ﬂ ow forecasts are predominantly based on the key assumption that the technology presently developed is very beneﬁ cial to existing and to new clients, and will lead to a number of new agreements. The values of the underlying key assumptions were determined by means of both internal (past experience) and external (market intelligence) sources of information. Based on the updated cash-ﬂ ow forecast for the next ten years, the value in use was determined as follows: Beta factor of 1.1, income tax rate of 26.33 %, a WACC of 8.26 % (2011: 8.89 %) and a growth rate of 1 % of the perpetual annuity. The values assigned to these assumptions correspond to the management’s estimate with re- gard to future developments, and they are based on internal planning scenarios and on external sources. *C R O S S - R E F E R E N C E /// s e e pa g e 9 0 For the goodwill of the segment AbD Serotec, no impairment test was performed by the end of the business year 2012. Substantially all of the segment was classiﬁ ed as “discontinued operation” in the course of the business year 2012 (see Notes to the Consolidated Financial State- ments – section 17*) due to an agreed takeover between Bio-Rad and MorphoSys. The agreed purchase price did not lead to any impairment. In 2012, the goodwill of the discontinued operation is presented in the balance sheet line item “Assets of Disposal Group Classiﬁ ed as Held for Sale”. *C R O S S - R E F E R E N C E /// s e e pa g e 1 0 4 In the previous year, an impairment test with a sensitivity analysis were performed for the AbD Serotec segment by using several assumptions and variables. 106 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 19 Accounts Payable and Accrued Expenditure The trade accounts payable are non-interest-bearing and, under normal circumstances, have payment terms of no more than 30 days. The trade accounts payable are listed in the following table: in 000’s € 31/12/2012 31/12/2011 Trade Accounts Payable Licenses Payable Accrued Expenses Other Liabilities Total from Continuing Operations Total from Discontinued Operations TOTAL 738 170 9,232 520 10,660 2,425 13,085 1,057 397 17,069 588 19,111 0 19,111 laboratory services of € 2.9 million (31 December 2011: € 6.6 million), royalties of € 1.1 million (31 December 2011: € 2.4 million), audit fees and other audit-related costs of € 0.1 million (31 December 2011: € 0.1 million) and € 0.4 million for legal advice (31 December 2011: €≈0.2 million). The discontinued operations comprised accrued ex- penses in the amount of € 1.6 million for the year 2012. At the Annual General Meeting of the Company in May 2012, the Su- pervisory Board was authorized to appoint PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft (PwC AG), Munich, as auditor. PwC AG and its partner corporations within the global network received compensation from MorphoSys in the business year 2012 of € 341,677 (thereof PwC AG: € 268,214), including audit fees of € 256,949 (thereof PwC AG: € 205,171), audit-related fees of € 47,848 (thereof PwC AG: € 26,163) as well as fees for other services of € 36,880 (thereof PwC AG: € 36,880). 20 Provisions and Tax Liabilities As of 31 December 2012, the Group recorded provisions and tax liabili- ties of € 0.8 million for the continuing operations (2011: € 3.4 million for the Group). Accrued expenses of the continuing operations mainly include accruals for payments to employees and management amounting to € 3.7 mil- lion (31 December 2011: € 5.1 million), accrued expenses for outstanding invoices of € 1.2 million (31 December 2011: € 2.6 million), external Tax liabilities mainly comprise expenses for income tax. As of 31 De- cember 2012, provisions and tax liabilities are uncertain in terms of their amount and are expected to be settled in 2013. 107 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Provisions and tax liabilities changed during the ﬁ nancial year 2012 as follows: in 000's € 01/01/2012 Additions Utilized Released 31/12/2012 thereof from Discontinued Operations thereof from Continuing Operations Taxes Other Obligations TOTAL 3,027 383 3,410 46 365 411 2,241 0 2,241 13 284 297 819 464 1,283 189 277 466 630 187 817 21 Financial Instruments and Financial Risk Management CRE DIT AND LIQUIDIT Y RISK Financial instruments that potentially subject the Group to concentra- tions of credit and liquidity risk consist primarily of cash, cash equiva- lents, marketable securities, derivative ﬁ nancial assets and accounts receivable. The Group’s cash and cash equivalents are principally de- nominated in euros, US dollars and pounds sterling. Marketable securi- ties are placed in high-quality securities. Cash, cash equivalents and marketable securities are maintained principally with three high-qual- ity ﬁ nancial institutions in Germany. The Group continually monitors its positions with, and the credit quality of, the ﬁ nancial institutions, which are counterparties to its ﬁ nancial instruments, and does not an- ticipate non-performance. 31 December 2012. Three customers individually accounted for 91 %, 3 %, and 3 % of the total revenues of the continuing operations in 2012. On 31 December 2011, one customer had accounted for 73 % of the Group’s accounts receivables and three customers individually had ac- counted for 72 %, 2 %, and 2 % of the Group’s revenues in 2011. Based on the management’s assessment, allowances of € 79,196 and € 19,078 in relation to the discontinued operations of the AbD Serotec segment were necessary as of 31 December 2012 and 2011. The carrying amounts of ﬁ nancial assets represent the maximum credit exposure. The maximum exposure for credit risk of trade receivables at the bal- ance sheet date by geographic region was composed as follows: in € 31/12/2012 31/12/2011 It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit veriﬁ cation procedures, which are based on external ratings. However, the Group’s revenues and accounts receiv- able are subject to credit risk as a result of customer concentration. The Group’s most signiﬁ cant customer accounted for € 8.3 million of trade receivables as of 31 December 2012 (31 December 2011: € 8.9 million). This customer individually accounted for approximately 92 % of the accounts receivables of the Group’s continuing operations as of Europe and Asia USA and Canada Other Total from Continuing Operations Total from Discontinued Operations TOTAL 8,683,001 241,197 0 10,981,860 1,221,377 0 8,924,198 12,203,237 1,703,450 10,627,647 0 12,203,237 108 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The aging of trade receivables at the balance sheet date was structured as follows: in €; A/R are due in Accounts Receivable Allowance for Impairment Total from Continuing Operations Total from Discontinued Operations Accounts Receivable, Net of Allowance for Impairment 31/12/2012 0 (30) days 31/12/2012 30 (60) days 31/12/2012 60 + days 31/12/2012 Total 5,141,303 0 5,141,303 1,438,486 6,579,789 2,147,236 0 2,147,236 183,536 2,330,772 1,635,658 0 1,635,658 81,428 1,717,086 8,924,197 0 8,924,197 1,703,450 10,627,646 in €; A/R are due in 31/12/2011 0 (30) days 31/12/2011 30 (60) days 31/12/2011 60 + days 31/12/2011 Total Accounts Receivable Allowance for Impairment Accounts Receivable, Net of Allowance for Impairment 9,519,422 (19,078) 9,500,344 851,283 0 851,283 1,851,610 0 1,851,610 12,222,315 (19,078) 12,203,237 As of 31 December 2012, accounts receivable of the Group included overdue items, mainly from discontinued operations, in the amount of € 0.1 million, for which impairment was not deemed necessary as the receivables were not overdue by more than 60 days. As of 31 December 2012 and 31 December 2011, the Group was not exposed to a credit risk from derivative ﬁ nancial instruments. The maxi- mum exposure for credit risk of ﬁ nancial guarantees (rent deposits) at the balance sheet date amounted to € 1.3 million (31 December 2011: € 1.2 million). The contractual maturities and the related contractual cash ﬂ ows of ﬁ nancial liabilities are within one year and ﬁ ve years, respectively. The convertible bonds due to related parties have a term until 31 De- cember 2015 (maximum credit risk: € 0.1 million). MARKE T RISK Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will aﬀ ect the Group’s income or the value of its holdings in ﬁ nancial instruments. The Group is exposed to currency and interest rate risks. CURRE NCY RISK The Group accounts are administered in euros. While the expenses of MorphoSys are predominantly paid in euros, a signiﬁ cant part of the revenues depends on the current exchange rates of the US dollar and the pound sterling. The Group examines the necessity of hedging for- eign exchange transactions to minimize currency risk during the year and addresses this risk by using derivative ﬁ nancial instruments. 109 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The Group’s exposure to foreign currency risk based on carrying amounts was composed as follows: as of 31 December 2012; in € EUR USD GBP Other Total Cash and Cash Equivalents Available-for-sale Assets Accounts Receivable Accounts Payable and Accrued Expenses TOTAL 38,460,777 79,722,222 8,697,667 10,594,593 137,475,259 1,233,596 0 226,530 57,576 1,517,702 995,492 0 0 7,921 1,003,413 0 0 0 0 0 40,689,865 79,722,222 8,924,197 10,660,090 139,996,374 as of 31 December 2011; in € EUR USD GBP Cash and Cash Equivalents Available-for-sale Assets Accounts Receivable Accounts Payable and Accrued Expenses TOTAL 51,076,181 79,768,563 10,478,522 (16,707,898) 124,615,368 723,518 0 1,248,021 (384,779) 1,586,760 2,796,400 0 394,116 (2,018,121) 1,172,395 Other 0 0 82,578 0 82,578 Total 54,596,099 79,768,563 12,203,237 (19,110,798) 127,457,101 Diﬀ erent foreign exchange rates and their impact on assets and liabili- ties have been simulated in a detailed sensitivity analysis in order to determine resulting eﬀ ects on the income statement. A ten percent in- crease of the euro against the US dollar as of 31 December 2012 would have decreased the proﬁ t for the continuing operations of the Group by € 0.1 million (assuming that interest rates remain constant). A ten per- cent weakening of the euro against the US dollar would have increased the proﬁ t for the continuing operations of the Group by € 0.2 million. A ten percent increase of the euro against the British pound as of 31 De- cember 2012 would have decreased the proﬁ t for the Group by € 0.1 mil- lion (assuming that interest rates remain constant). A ten percent weak- ening of the euro against the British pound would have increased the proﬁ t for the Group by € 0.1 million. A ten percent increase of the euro against the US dollar as of 31 De- cember 2011 would have decreased the Group’s proﬁ t by € 0.1 million (assuming that interest rates remain constant). A ten percent weaken- ing of the euro against the US dollar would have increased the Group’s proﬁ t by € 0.2 million. A ten percent increase of the euro against the British pound as of 31 December 2011 would have decreased the Group’s proﬁ t by € 0.1 million (assuming that interest rates remain constant). A ten percent weakening of the euro against the British pound would have increased the Group’s proﬁ t by € 0.1 million. If the foreign exchange rates for US dollar against the euro and the Brit- ish pound against the euro had remained constant at the average rate of 2011, revenues of the continuing operations of the Group would have been lower by € 0.4 million (2011: Group revenues would have been higher by € 1.1 million). INTE REST R ATE RISK The exposure of the Group to changes in interest rates relates mainly to investments in available-for-sale securities. Changes in the general level of interest rates may lead to an increase or decrease in the fair value of these investments. The risk of a decrease in fair value is limited due to fair value guarantees given by the issuing ﬁ nancial institutions in addition to the fact, that all ﬁ nancial instruments in these respective money market funds have short maturity durations. The guarantees are renewed every six months. With regard to the liabilities as well as the interest bearing and assignable loan shown in the balance sheet, the Group is currently not subject to signiﬁ cant interest rate risks. FAIR VALUE HIE R ARCHY AND VALUATION ME THODS MorphoSys uses the following hierarchy for determining and disclosing the fair value of ﬁ nancial instruments: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Inputs for the asset or liability that are not based on ob- servable market data (that is, unobservable inputs). Level 2: Level 3: 110 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The carrying value of ﬁ nancial assets and liabilities such as cash and cash equivalents, marketable securities, accounts receivable and ac- counts payable approximates their fair value due to the short-term ma- turities of these instruments. The fair value of marketable securities is based upon quoted market prices (Hierarchy Level 1, quoted prices in active markets; see Notes to the Consolidated Financial Statements – section 10*). None of the ﬁ nancial assets and liabilities are categorized in Level 2 or 3. The fair value of licenses payable is determined by the eﬀ ective interest method. Convertible bonds are recorded at their ac- creted values, which approximate the cash outlay that is due upon the note settlements. There were no transfers from one fair value hierarchy level to another in 2012 and 2011. *C R O S S - R E F E R E N C E /// s e e pa g e 9 9 The fair values of ﬁ nancial assets and liabilities, together with the carrying amounts presented in the consolidated balance sheet, were composed as follows: 31 December 2012 (in 000’s €) Cash and Cash Equivalents Accounts Receivable Forward Exchange Con- tracts Used for Hedging Other Receivables Shares available for Sale, net of Current Portion Available-for-sale Financial Assets Assets of Disposal Group Classiﬁ ed as Held for Sale Convertible Bonds – Liability Component Accounts Payable and Accrued Expenses Liabilities of Disposal Group Classiﬁ ed as Held for Sale Fair Value – Hedging Instruments Note Receivables Available for Sale Other Financial Liabilities Total Carrying Amount Fair Value 9 11 12 10 17 23 19 17 0 0 0 0 0 0 0 0 0 0 0 0 40,690 8,924 0 10,298 0 0 0 59,912 0 0 0 0 0 0 0 0 882 79,722 40,855 121,459 0 0 0 0 0 0 0 0 0 0 40,690 8,924 0 10,298 40,690 8,924 0 10,298 882 882 79,722 79,722 40,855 181,371 40,855 181,371 (74) (74) (74) (10,660) (10,660) (10,660) (3,733) (3,733) 0 (10,734) (3,733) (14,467) (3,733) (14,467) 111 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 31 December 2011 (in 000’s €) Cash and Cash Equivalents Accounts Receivable Forward Exchange Con- tracts Used for Hedging Available-for-sale Financial Assets Assets of Disposal Group Classiﬁ ed as Held for Sale Convertible Bonds – Liability Component Accounts Payable and Accrued Expenses Liabilities of Disposal Group Classiﬁ ed as Held for Sale Fair Value – Hedging Instruments Note Receivables Available for Sale Other Financial Liabilities Total Carrying Amount Fair Value 9 11 12 10 17 23 19 17 0 0 0 0 0 0 0 0 0 0 54,596 12,203 0 0 0 66,799 0 0 0 0 0 0 0 79,769 785 80,554 0 0 0 0 0 0 0 0 0 0 54,596 12,203 54,596 12,203 0 0 79,769 79,769 785 147,353 785 147,353 (74) (74) (74) (19,111) (19,111) (19,111) 0 (19,185) 0 (19,185) 0 (19,185) 22 Stockholders’ Equity C OMMON STO CK On 31 December 2012, the common stock of the Company including treasury shares amounted to € 23,358,228. This represented an in- crease of € 246,061 compared to 31 December 2011 (€ 23,112,167). Each share of common stock is entitled to one vote. The increase arose as a result of the exercise of 246,061 options issued to the Management Board and to employees. On 31 December 2011, the common stock of the Company had amounted to € 23,112,167. The increase of € 221,915, or 221,915 shares, compared to 31 December 2010, was the result of the conversion and exercise of convertible bonds and options in 2011. On 31 December 2012, treasury shares amounted to € 3,594,393 (255,415 shares) and increased by € 1,837,552 compared to 31 Decem- ber 2011 (163,915 shares, € 1,756,841), due to the repurchase of 91,500 MorphoSys shares on the stock market in connection with the long-term incentive plan for MorphoSys AG’s management. AUTHORIZE D CAPITAL As of 31 December 2012, unused Authorized Capital 2008-I remained unchanged compared to 31 December 2011, to create a maximum of 8,864,103 new shares. Authorized Capital 2012-II, agreed upon by the Annual General Meet- ing 2012, can be used to create up to 2,311,216 new shares and has not yet been claimed. As of 31 December 2011, the authorized capital 2008- II could be used to create a maximum of 2,216,025 new shares and has not been claimed before its cancellation at the Annual General Meeting 2012. C ONDITIONAL CAPITAL In 2012, a total of 16,704 shares were raised from Conditional Capital II through the exercise of options by employees, increasing the subscribed capital by € 16,704. Furthermore, 229,357 shares were raised from Con- ditional Capital V through the exercise of options by employees, increas- ing the subscribed capital by € 229,357. 112 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements In 2011, a total of 3,696, 95,400 and 122,819 shares had been raised from Conditional Capital II, IV and V respectively with subscribed capital increasing by € 3,696, € 95,400 and € 122,819 from respective Conditional Capitals. ADDITIONAL PAID - IN CAPITAL On 31 December 2012, additional paid-in capital amounted to € 175,245,266 (31 December 2011: € 170,778,474). The total increase of € 4,466,792 is due to stock-based compensation in the amount of € 1,268,792, including the intrinsic value of convertible bonds. A fur- ther increase of € 3,198,000 arose from the exercise and conversion of options and convertible bonds in the year 2012. In 2011, the additional paid-in capital had increased by € 4,390,391, re- sulting from stock-based compensation of € 1,488,342 and € 2,902,049 from the exercise and conversion of options and convertible bonds. IFRS 2 “Share-based Payment” requires an expense to be recognized where the Group buys goods or services in exchange for shares or rights over shares (“equity-settled transactions”) or in exchange for other assets equivalent in value to a given number of shares or rights over shares (“cash-settled transactions”). The main impact of IFRS 2 on the Group refers to the expense associated with employees’ as well as Man- agement Boards’ share options and other share-based incentives by us- ing an option pricing model. In accordance with IFRS 2.54, the Group has applied IFRS 2 to equity-settled awards granted on or after 1 January 1999. In accordance with IFRS 2.56, options granted prior to 1 January 1999, are therefore not expensed. All information is nonetheless dis- closed in line with IFRS 2.44 and 2.45. Further details are given in the Notes to the Consolidated Financial Statements – sections 23, 24, 25 and 26.* *C R O S S - R E F E R E N C E /// s e e pa g e 11 2 – 11 4 a n d 11 5 RE VALUATION RESE RVE As of 31 December 2012, the revaluation reserve amounted to € 486,743 (31 December 2011: € 612,227). The decrease by € 125,484 was caused by the change in unrealized gains on available-for-sale ﬁ nancial assets, net of deferred taxes, in the amount of € 131,488 and the eﬀ ects from equity-related recognition of deferred taxes in the amount of € 6,005. TR ANSL ATION RESE RVE The translation reserve changed from € – 1,292,325 as of 31 December 2011 by € 182,460 to € 1,109,865 as of 31 December 2012. The line item comprises foreign exchange rate diﬀ erences from the currency transla- tion of assets and liabilities as of 31 December 2011 as well as diﬀ er- ences from foreign exchange rates as used in the balance sheet and the income statement. The diﬀ erences mainly arise from entities of the discontinued operation AbD Serotec, which are led in their local for- eign currencies. 23 Convertible Bonds On 1 April 2010, 352,800 convertible bonds were granted to Manage- ment Board members and employees of MorphoSys AG. The exercise price for the convertible bonds was € 16.79, representing the market price in the ﬁ nal Xetra auction at the Frankfurt Stock Exchange on the day of trading prior to the convertible bonds being issued. Each con- vertible bond with a nominal value of € 0.33 can be exchanged for one no-par value ordinary share of the Group against payment of the exer- cise price. The beneﬁ ciaries may exercise the conversion rights only after the expiration of a four-year vesting period from grant date. The exercise of the conversion rights is only possible if on one trading day during the lifetime of the convertible bonds the stock exchange price of one share has amounted to at least 110 % of the exercise price at grant date. The convertible bonds can no longer be exercised after 31 Decem- ber 2015. In the event of non-exercise of the conversion rights, beneﬁ - ciaries are refunded the amount paid to acquire the convertible bonds (€ 0.33 per bond/share). The convertible bonds are recorded at their at- tributive values, which approximate the amount of capital due on the day of maturity. The table below summarizes the progression of the Group’s employee incentive convertible bonds plan for the ﬁ nancial years 2012 and 2011: OUTSTANDIN G ON 1 JANUARY 2011 Granted Exercised Forfeited Expired OUTSTANDIN G ON 31 DECEMBER 2011 OUTSTANDIN G ON 1 JANUARY 2012 Granted Exercised Forfeited Expired OUTSTANDIN G ON 31 DECEMBER 2012 Convertible Bonds Weighted- average Price (€) 448,200 0 (95,400) (24,750) 0 328,050 328,050 0 0 (7,500) 0 320,550 15.94 0 12.81 16.79 0 16.79 16.79 0 0 16.79 0 16.79 Convertible bonds exercisable on 31 December 2012 and 2011 amounted in each case to 0 shares. 113 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The following table presents the weighted-average exercise price and information about the contractual life for signiﬁ cant convertible bond groups outstanding on 31 December 2012: Range of Exercise Prices € 10.00 – € 17.00 Number Outstanding 320,550 320,550 Remaining Contractual Life (in Years) Weighted- average Exercise Price (€) Number Exercisable Weighted- average Exercise Price (€) 3.00 3.00 16.79 16.79 0 0 0.00 0.00 The Group accounts for stock-based compensation in accordance with IFRS 2 and IAS 32.28. The equity portion of the bonds is presented separately in the capital reserve and is deducted from the fair value of the bonds. The remaining value is recognized as stock-based compen- sation. The compensation expense recorded in 2012 and 2011 in con- nection with convertible bonds amounted to € 331,079 and € 666,920, respectively. 24 Stock Options The general terms and conditions of stock-option plans that existed at any time during the reporting period are presented in the following table; all options are to be settled by physical delivery of shares. Grant Date/Employees Entitled Granted Stock Options Vesting Period 1 July 2007 to employees 180,000 25 January 2008 to Management Board and employees 283,335 25 January 2008 to employees 1 October 2008 to employees 29,070 92,664 1 April 2010 to Management Board and employees 422,200 For the years 2012 and 2011, 246,061 and 126,515 options were exer- cised, respectively. 2 years 50 %, 3 years 75 %, 4 years 100 % 2 years 50 %, 3 years 75 %, 4 years 100 % 2 years 50 %, 3 years 75 %, 4 years 100 % 2 years 50 %, 3 years 75 %, 4 years 100 % 2 years 50 %, 3 years 75 %, 4 years 100 % Vesting Conditions (Share Price in Comparison to Strike Price) Increase of 20 % on at least one trading day during the lifetime Increase of 20 % on at least one trading day during the lifetime Cumulative increase of more than 10 % per annum Increase of 20 % on at least one trading day during the lifetime Increase of 20 % on at least one trading day during the lifetime Contractual Life of Options 5 years 5 years 5 years 5 years 5 years 114 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The following table summarizes the progression of the Group’s em- ployee incentive stock option plans for the years 2012 and 2011: 25 Stock Appreciation Rights On 1 October 2010, 15,000 stock appreciation rights were granted to employees of MorphoSys AG with terms and conditions identical to the convertible bond grant from 1 April 2010. Convertible bonds are to be settled by physical delivery of shares, while stock appreciation rights are settled in cash. The exercise price for the stock appreciation rights amounted to € 29.30 on 31 December 2012. The compensation expense amounted to € 79,375 in 2012, while the corresponding ﬁ xed liability on 31 December 2012 amounted to € 144,176. The stock appreciation rights can no longer be exercised after 30 June 2016. OUTSTANDING ON 1 JANUARY 2011 Granted Exercised Forfeited Expired OUTSTANDING ON 31 DECEMBER 2011 OUTSTANDING ON 1 JANUARY 2012 Granted Exercised Forfeited Expired OUTSTANDING ON 31 DECEMBER 2012 Shares Weighted- average Price (€) 924,017 0 (126,515) 0 0 797,502 797,502 0 (246,061) 0 0 551,441 13.56 0 15.16 0 0 13.31 13.31 0 14.00 0 0 13.00 Stock options exercisable on 31 December 2012 and 2011 amounted to 451,391 and 503,657 shares, respectively. The weighted-average exercise price of exercisable stock options amounted to € 13.04 on 31 December 2012. The following table presents the weighted-average price and informa- tion about the contractual life for signiﬁ cant option groups outstanding on 31 December 2012. Range of Exercise Prices € 10.00 – € 12.99 € 13.00 – € 15.00 Number Outstanding Remaining Contractual Life (in Years) Weighted- average Exercise Price (€) Number Exercisable Weighted- average Price (€) 330,203 221,238 551,441 1.25 0.19 0.83 12.81 13.29 13.00 230.153 221.238 451.391 12.81 13.29 13.04 The Group accounts for stock-based compensation in accordance with IFRS 2, ‘Share-based Payment’. Compensation expense recorded in connection with stock options in 2012 and 2011 amounted to € 168,044 and € 528,477, respectively. 115 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements 26 Long-term Incentive Plan On 1 April 2012, MorphoSys established a second long-term incentive plan (LTI plan) for the Management Board and the Senior Management Group. The plan qualiﬁ es as an equity-settled share-based payment transaction according to IFRS 2 and is accounted for accordingly. The LTI plan is a performance share plan and will be paid out in ordinary shares of MorphoSys AG, provided that predeﬁ ned key performance indicators as annually approved by the Supervisory Board are achieved. The grant date was 1 April 2012 and the vesting period is four years. Within each year of the 4-year vesting period, a quarter of the performance shares are vested, provided that the key predetermined performance indicators are fully achieved for the respective period. The number of vested shares in each single year will be reduced if the key performance indicators of that period are achieved by 50 % to 99 %, or increased if the key per- formance indicators are achieved by more than 100 % (200 % as a maxi- mum). An achievement of key performance indicators below 50 % in any year will lead to a vesting of zero shares for this year. In any case, the maximum payout at the end of the 4-year period is capped by a Group factor which normally amounts to “1”. However, the Supervisory Board may set this factor freely between “0” and “2” in justiﬁ able cases, e. g. in the case that the payout level is deemed inadequate in comparison to the overall development of the Company. The right to receive a speci- ﬁ ed share allocation from the LTI plan exists only at the end of the 4-year term. In the event that the repurchased shares do not suﬃ ce to serve the LTI plan, MorphoSys reserves the right to pay out a speciﬁ c amount of cash from the LTI plan equivalent to the value of the performance shares at the end of the vesting period, provided that such cash amount shall not exceed 200 % of the fair value of the performance shares at grant date. If a member of the Management Board ceases to hold an oﬃ ce within the MorphoSys Group through reason of termination, resignation, death, injury, disability or retirement (receipt of a normal retirement pension as long as the requirements for the disability pension entitle- ment are met) or – subject to the Supervisory Board’s discretion – under other circumstances, the member of the Management Board (or his/her inheritor) will be entitled to a daily pro-rated number of performance shares. If a member of the Management Board ceases to hold an oﬃ ce within the MorphoSys Group for good reason in the meaning of sec. 626 para. 2 of the German Civil Code and/or within the meaning of sec. 84 para. 3 German Stock Corporation Act or if notice to cease to hold oﬃ ce is given by the member of the Management Board, the beneﬁ ciary shall not be entitled to any performance share allocation. In the event of a change of control during the 4-year period, all perfor- mance shares shall become fully vested. However, also in this event, the right to receive a speciﬁ c share allocation from the LTI plan arises only at the end of the 4-year term. In April 2012, MorphoSys repurchased 91,500 of its own shares for the LTI plan on the stock market with an average share price of € 20.08 per share. These 91,500 shares were granted to the beneﬁ ciaries as of 1 April 2012, thereof 57,967 shares to the Management Board (for details, see the table “Performance Shares”* in section 29, “Related Parties”) and 33,533 shares to the Senior Management Group. The fair value of the performance shares as of the grant date (1 April 2012) amounted to € 19.24 per share. No dividends were incorporated in the measurement of the fair value of the repurchased shares, because the Group does not anticipate paying a dividend in the foreseeable future. *C R O S S - R E F E R E N C E /// s e e pa g e 11 8 On 1 October 2012, MorphoSys established a third long-term incentive plan (LTI plan) for members of the Senior Management Group under identical terms and conditions to the program as of 1 April 2012. 2,292 shares were granted. The fair value amounted to € 24.00 per share as at the grant date. The long-term incentive plan established on 1 June 2011 still applies unchanged. 2,663 performance shares were forfeited in 2012, because a beneﬁ ciary of the LTI plan established in 2011 left MorphoSys. On 31 December 2012, stock-based compensation from the Group’s LTI plans amounted to € 769,670 (December 2011: € 292,945). 27 Operating Leases and Other Commitments The Group leases facilities and equipment on long-term operating leases. Total rent expense for the continuing operations amounted to € 1,713,477 and € 1,738,810 in the ﬁ scal years 2012 and 2011, respec- tively. Signiﬁ cant leasing contracts mainly related to the buildings rented. The majority of these contracts can be renewed on an annual or quarterly basis. Some contracts can be terminated early. 116 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Future minimum payments under non-cancellable operating leases, insurances and other services are composed as follows: in 000’s € Up to One Year Between One and Five Years More than Five Years TOTAL Rent and Leasing 2012 Rent and Leasing 2011 1,562 2,114 0 3,676 3,129 5,519 3,726 12,374 Other 2012 1,245 24 0 1,269 Other 2011 681 15 0 696 The total expenses for the continuing operations due to operating leases, insurances and other services in the ﬁ scal years 2012 and 2011 amounted to € 3,311,122 and € 3,566,436, respectively. Furthermore, the following future payments for cancelable external studies can become due as a result of currently active contracts. In case of early termination, these amounts can, however, be reduced substan- tially in line with the respective contractual early-termination clauses. in 000’s € Up to One Year Between One and Five Years More than Five Years TOTAL Total 2012 8,540 11,989 0 20,529 28 Contingencies Management is not aware of any matters that could give rise to any material liability of the Group that would have a material adverse eﬀ ect on the Group’s ﬁ nancial position or results from operations. In the event that certain milestones in the Proprietary Development segment are achieved, for example the ﬁ ling of an application for an in- vestigational new drug (IND) with regard to speciﬁ c targets, milestone payments to licensors may be triggered. However, given the uncertainty regarding the timing and achievement of such milestones, no further details will be disclosed. In the event that certain milestones in the Partnered Discovery segment are achieved by the respective partners, for example the ﬁ ling of an application for an investigational new drug (IND) with regard to speciﬁ c targets or the transfer of technology, milestone payments to MorphoSys may be triggered. However, given the uncertainty regarding the timing and achievement of such milestones, no further details will be disclosed. 117 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Total 2012 – Continuing Operations Total 2012 – Discontinued Operations Rent and Leasing 2012 – Discontinued Operations Rent and Leasing 2011 – Discontinued Operations 2,807 2,138 0 4,945 3,810 5,534 3,726 13,070 1,036 2,587 0 3,623 0 0 0 0 Total 2012 3,843 4,725 0 8,568 Total 2011 3,810 5,534 3,726 13,070 29 Related Parties The Group has related-party transactions with its Management Board members and with members of the Supervisory Board. In addition to the cash remuneration, the Group has issued stock options, convertible bonds and performance shares to the Management Board. The tables below show the shares, stock options, convertible bonds and performance shares as well as the changes of ownership in the same held by mem- bers of the Management Board and the Supervisory Board during the year 2012: SHARE S MANAGEMENT BOARD Dr. Simon E. Moroney Jens Holstein Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL SUPERVISORY B OARD Dr. Gerald Möller Prof. Dr. Jürgen Drews* Dr. Walter Blättler Dr. Daniel Camus Dr. Marc Cluzel** Dr. Metin Colpan* Karin Eastham** Dr. Geoﬀ rey N. Vernon TOTAL * Left the Supervisory Board of MorphoSys AG on 31 May 2012 ** Joined the Supervisory Board of MorphoSys AG on 31 May 2012 01/01/2012 Additions Forfeitures Sales 31/12/2012 419,885 5,000 2,000 7,105 433,990 7,500 7,290 2,019 0 – 0 – 0 16,809 0 1,500 0 0 1,500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 419,885 6,500 2,000 7,105 435,490 7,500 – 2,019 0 0 – 0 0 9,519 118 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements S T O C K OP T IONS MANAGEMENT BOARD Dr. Simon E. Moroney Jens Holstein Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL CONVER T IBL E BOND S MANAGEMENT BOARD Dr. Simon E. Moroney Jens Holstein Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL PERF ORMANCE SHARES MANAGEMENT BOARD Dr. Simon E. Moroney Jens Holstein Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL 01/01/2012 Additions Forfeitures Exercises 31/12/2012 191,445 0 90,000 102,867 384,312 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 191,445 0 90,000 102,867 384,312 01/01/2012 Additions Forfeitures Exercises 31/12/2012 58,800 0 33,000 33,000 124,800 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 58,800 0 33,000 33,000 124,800 01/01/2012 Additions Forfeitures Exercises 31/12/2012 17,676 12,107 12,107 12,107 53,997 18,976 12,997 12,997 12,997 57,967 0 0 0 0 0 0 0 0 0 0 36,652 25,104 25,104 25,104 111,964 No stock options, convertible bonds or performance shares are held by the Supervisory Board. The salaries of the Management Board and the Supervisory Board con- sisted of ﬁ xed and variable components as well as other compensatory beneﬁ ts. In the event of non-reappointment and non-prolongation of the service agreement, each member of the Management Board is entitled to receive a severance payment in the amount of one annual ﬁ xed salary. Total compensation for the Supervisory Board excluding reimburse- ments of travel expenses amounted to € 478,197 in 2012 (2011: € 384,750). 119 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The tables below show the detailed compensation for the Management Board and the Supervisory Board: MANAGE ME NT BOARD C OMPE NSATION 2012: Fixed Compensation Short-term Incentive Compensation Long-term Incentive Compensation (Target Attainment Depends on Company Goals) Total Compensation Base Salary in € 401,980 271,867 272,700 272,700 1,219,247 Other Compensatory Beneﬁ ts in € Variable Compensation in €* No. of Performance Shares Granted Fair Value at The Time of the Grantin € 139,555 129,836 103,841 96,609 469,841 226,689 176,890 164,155 162,653 730,387 18,976 12,997 12,997 12,997 57,967 365,000 250,000 250,000 250,000 1,115,000 in € 1,133,224 828,593 790,696 781,962 3,534,475 Dr. Simon E. Moroney Jens Holstein Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL * The total remuneration ﬁ gures shown for 2012 include the corresponding bonus accruals for 2012, which will be paid out in February 2013. MANAGE ME NT BOARD C OMPE NSATION 2011: Fixed Compensation Short-term Incentive Compensation Long-term Incentive Compensation (Target Attainment Depends on Company Goals) Total Compensation Base Salary in € 386,862 132,119 167,500 256,000 262,259 1,204,740 Other Compensatory Beneﬁ ts in € Variable Compensation in €*** No. of Performance Shares Granted Fair Value at The Time of the Grantin € 135,131 479,009 181,584 99,046 94,563 989,333 181,825 72,026 83,750 107,520 125,884 571,005 17,676 – 12,107 12,107 12,107 53,997 377,206 – 258,363 258,363 258,363 1,152,295 in € 1,081,024 683,154 691,197 720,929 741,069 3,917,373 Dr. Simon E. Moroney Dave Lemus* Jens Holstein** Dr. Arndt Schottelius Dr. Marlies Sproll TOTAL * Mr. Lemus left the Management Board of MorphoSys AG on 10 March 2011. ** Mr. Holstein joined the Management Board of MorphoSys on 1 May 2011. *** The total remuneration ﬁ gures shown for 2011 include the corresponding bonus accruals for 2011, which were paid out in February 2012. 120 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements SUPERVI S OR Y B OARD COMPENS AT ION 2012 AND 2011: in € Dr. Gerald Möller Prof. Dr. Jürgen Drews* Dr. Walter Blättler Dr. Daniel Camus Dr. Marc Cluzel** Dr. Metin Colpan* Karin Eastham** Dr. Geoﬀ rey N. Vernon GESAMT Fixed Compensation 2011 2012 Attendance Fees 2011 2012 Total Compensation 2011 2012 94,400 26,264 43,160 41,939 27,116 16,678 23,591 51,549 324,697 70,000 57,750 39,500 36,500 – 36,500 – 39,500 279,750 37,000 9,500 21,500 23,500 19,000 6,000 15,000 22,000 153,500 26,000 17,500 13,500 19,000 – 8,500 – 20,500 105,000 131,400 35,764 64,660 65,439 46,116 22,678 38,591 73,549 478,197 96,000 75,250 53,000 55,500 - 45,000 - 60,000 384,750 * Left the Supervisory Board of MorphoSys AG on 31 May 2012 ** Joined the Supervisory Board of MorphoSys AG on 31 May 2012 No other agreements with current or former members of the Super- visory Board are currently in place. 31 Research and Development Agreements The Senior Management Group held 150,026 stock options on 31 De- cember 2012 (31 December 2011: 310,320 shares), 180,000 convertible bonds (31 December 2011: 195,000 shares), 15,000 stock appreciation rights (SARs) (31 December 2011: 15,000 shares) and 63,184 perfor- mance shares (31 December 2011: 30,022 shares) that were granted to it by the Company. No further share options, convertible bonds or stock appreciation rights were issued to the Senior Management Group in 2012. However, 35,825 Performance Shares were granted in 2012 under the second long-term incentive plan. 160,294 share options were exercised in 2012, while no convertible bonds or stock appreciation rights were exercised in the same period. 2,663 performance shares and 7,500 convertible bonds forfeited in 2012 as a beneﬁ ciary left MorphoSys. This beneﬁ ciary continues to hold 7,500 convertible bonds. 30 Corporate Governance The Group issued its declaration of compliance with the recommenda- tions of the Government Commission on the German Corporate Gover- nance Code for ﬁ scal year 2012 according to sec. 161 of the German Stock Corporation Act (Aktiengesetz). This declaration was published and made permanently accessible to stockholders accordingly on the Group’s website (www.morphosys.de) on 7 December 2012. The Group has a signiﬁ cant number of research and development relationships in conjunction with its partnered discovery strategy, its proprietary research and development activities and to a smaller degree in the research reagent and diagnostic space, operated by the Group’s AbD Serotec segment. PAR TNE RE D DISC OVE RY SEGME NT In its commercial agreements within the Partnered Discovery segment MorphoSys receives diﬀ erent types of payments, which are booked as revenues spread over the lifetime of the agreement or booked in full in connection with the achievement of deﬁ ned tasks and milestones. These payments include upfront payments at signature, annual license payments in exchange for access to MorphoSys’s technologies, and research funding for work carried out at MorphoSys on behalf of the partner company. Additionally, MorphoSys is eligible to receive devel- opment-dependent milestone payments and royalties on product sales for individual antibody drug programs. 121 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements The active collaboration with several partners was already concluded prior to the ﬁ scal year 2012 as the original term of the agreements came to an end. Drug development programs initiated during the active phase are designed in such way that they can be continued by the partner and thus, could result in future success-based payments upon meeting deﬁ ned milestones. More details on individual drug candidates within the various alliances, restricted to public information, can be found in the Research & Development section* and in the overview of the Group’s drug pipeline in this report. More details on the individual research alliances can be found on the Group’s website. *C R O S S - R E F E R E N C E /// s e e pa g e 2 6 Partnerships, that were already concluded prior to the start of 2012, but had active drug development programs ongoing, include (in alpha- betic order): Bayer Healthcare Pharmaceuticals, Boehringer Ingelheim, Daiichi-Sankyo, F. Hoﬀ mann-La Roche, Janssen Biotech (formerly Cen- tocor Ortho Biotech), Merck & Co., OncoMed Pharmaceuticals, Pﬁ zer, Prochon Biotech Ltd. and Schering-Plough (a subsidiary of Merck & Co.). Partnerships, that were still active during 2012, included (in alphabetic order), Astellas, ContraFect, GeneFrontier Corporation /Kaneka and Novartis. Of those partnerships, the active collaboration with Astellas was concluded in 2012. The Group’s largest alliance today is with Novartis AG. The two compa- nies started working together in 2004 in a collaboration that has so far resulted in multiple active therapeutic antibody programs in various diseases. In December 2007, MorphoSys and Novartis substantially ex- panded their previous relationship and forged one of the most compre- hensive strategic alliances in the discovery and development of biophar- maceuticals. Based on a ten-year term, committed annual payments total more than € 400 million in technology access, internalization fees and R&D funding, excluding reimbursement of R&D costs related to early-stage development activities. Total payments under the agreement, including committed payments and probability-weighted success- based milestones, contingent upon successful clinical development and market approval of multiple products, could potentially exceed € 650 mil lion, assuming the collaboration successfully runs its maxi- mum term. In addition to these payments, MorphoSys would also be entitled to royalty payments and/or proﬁ t sharing on any future prod- uct sales. In November 2012 MorphoSys and Novartis formed an alliance for the use of the new technology platform Ylanthia. This expansion of the ex- isting strategic alliance represented the marketing launch of Ylanthia and should result in even better antibody technologies that can be de- veloped faster than ever before. PROPRIE TARY DE VE LOPME NT SEGME NT In the Proprietary Development segment partnerships are aligned along the Group’s goals for own drug development activities in its key indications – cancer, inﬂ ammatory diseases and infections. These partnerships include (in alphabetic order): Absynth Biologics, Galapa- gos and Xencor. In September 2010, MorphoSys announced a new proprietary develop- ment program against novel infectious disease targets. As part of this initiative, MorphoSys has signed a license and collaboration agreement with UK-based Absynth Biologics, providing access to novel target mol- ecules associated with Staphylococcus aureus infections including MRSA (methicillin-resistant S. aureus). MorphoSys will generate anti- bodies using its proprietary HuCAL PLATINUM antibody library which Absynth will test in relevant disease models. MorphoSys will be solely responsible for the development and partnering of the resulting com- pounds. Absynth has received an upfront payment and is eligible for development-dependent milestone payments and royalties. In November 2008, MorphoSys and Galapagos announced the launch of a long-term co-development alliance aimed at discovering and devel- oping antibody therapies based on novel modes of action in bone and joint disease, including rheumatoid arthritis, osteoporosis and osteoar- thritis. The alliance spans all activities from target discovery through to completion of proof of concept clinical trials of novel therapeutic an- tibodies. Following proof of concept in human clinical trials, programs will be partnered for subsequent development, approval and marketing. Both companies contributed their core technologies and expertise to the alliance. Galapagos provided antibody targets implicated in bone and joint disease in addition to its adenoviral target discovery platform to discover further targets for antibody development. MorphoSys con- tributed its HuCAL antibody technologies to generate fully human anti- bodies directed against these targets. Under the terms of the agree- ment, Galapagos and MorphoSys shared the research and development costs equally. 122 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements In June 2010, MorphoSys AG and US-based biopharmaceutical com- pany Xencor signed a worldwide exclusive license and collaboration agreement. The agreement provided MorphoSys with an exclusive worldwide license to XmAb5574/MOR208 for the treatment of cancer and other indications. As part of the agreement, the companies will collaborate on the phase 1 trial in patients with chronic lymphocytic leukemia in the US. MorphoSys will be solely responsible for further clinical development after successful completion of the phase 1 clinical trial. MorphoSys paid to Xencor an upfront payment of US$ 13 million (approx. € 10.5 million), which was capitalized as an intangible asset under development. Xencor will be eligible to receive development-, regulatory- and commercialization-related milestone payments and tiered royalties based on product sales. In November 2012, MorphoSys announced a collaboration with pri- vately held Lanthio Pharma B.V, a Dutch biopharmaceutical company focused on discovering and developing lantipeptides. MorphoSys also made an equity investment in Lanthio Pharma as part of the compa- ny’s Series A ﬁ nancing round. Lantipeptides comprise a novel class of therapeutics with high target selectivity and improved drug-like properties. Lanthio Pharma’s technology LanthioPep can be used to identify peptides which are selective for a speciﬁ c disease target and to stabilize them in their optimal structural conformation for receptor binding. MorphoSys and Lanthio Pharma will jointly apply their re- spective technologies to establish high quality and diverse lantipeptide- based libraries. MorphoSys receives preferred rights to exclusively license the LanthioPep technology for drug discovery. Xencor completed the phase 1 trial in the ﬁ scal year 2012 and pre- sented clinical data. MorphoSys intends to continue the clinical devel- opment in phase 2 trials in 2013. ABD SE ROTEC SEGME NT MorphoSys’s research and development segment AbD Serotec has rela- tionships with a growing number of diagnostic companies, industrial customers and research organizations including (in alphabetic order): Diasorin, FIND, Merck & Co., Novozymes, Phadia, Proteomika, Shionogi and Spinreact. Entities included in Consolidation (Appendix 1) APPENDIX 1: CONS OL IDAT ED COMP ANIE S ON 31 DEC EMBER 2012 Name and Corporate Seat of the Company C OMPAN Y C ONSOLIDATED (APAR T FROM PARENT C OMPAN Y ) – C ONTINUED OPER ATIONS MorphoSys USA, Inc., Charlotte, North Carolina, USA MorphoSys IP GmbH, Munich, Germany Poole Real Estate Ltd., Poole, UK Sloning BioTechnology GmbH, Puchheim, Germany C OMPAN Y C ONSOLIDATED (APAR T FROM PARENT C OMPAN Y ) – DISC ONTINUED OPER ATIONS MorphoSys UK Ltd., Oxford, UK MorphoSys US, Inc., Raleigh, North Carolina, USA MorphoSys AbD GmbH, Düsseldorf, Germany Exchange Rate on Dec 31, 2012 one Unit of Euro in Local Currency Local Currency US $ € £ € £ US $ € 1.32433 – 0.82061 – 0.82061 1.32433 – 123 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Share of Capital % Share Capital in Local Currency Total Assets in Local Currency Total Liabilities in Local Currency Total Revenue in Local Currency Proﬁ t/Loss in Local Currency 100 100 100 100 100 100 100 2,000 25,000 200 951,660 100 50,000 25,000 11,425 3,281,354 815,307 12,676,488 7,627,474 3,068,992 1,437,727 0 3,252,873 6,500 4,066,295 2,128,061 788,969 99,849 0 3,343,800 0 3,226,156 8,685,213 8,600,826 2,660,086 (1,353) (4,597) (19,557) 2,515,969 367,416 201,565 77,193 124 F I N A N C I A L S T A T E M E N T S / / / Notes to the Consolidated Financial Statements Responsibility Statement To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements give a true and fair view of the assets, liabilities, ﬁ nancial position and proﬁ t or loss of the Group, and the Group Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal op- portunities and risks associated with the expected development of the Group. Martinsried, 18 February 2013 Dr. Simon E. Moroney Dr. Simon E. Moroney Chief Executive Oﬃ cer Jens Holstein Jens Holstein Chief Financial Oﬃ cer Dr. Arndt Schottelius Chief Development Oﬃ cer Dr. Marlies Sproll Dr. Marlies Sproll Chief Scientiﬁ c Oﬃ cer 125 Auditor’s Report Auditor’s Report We have audited the consolidated ﬁ nancial statements prepared by MorphoSys AG, Martinsried, comprising the consolidated income statement, consolidated statement of comprehensive in- come, consolidated balance sheet, consolidated statement of changes in stockholders’ equity, consolidated statement of cash ﬂ ows and notes, together with the group management report for the business year from 1 January 2012 to 31 December 2012. The preparation of the consolidated ﬁ nancial statements and the group management report in accordance with IFRS, as adopted by the EU, the additional requirements of German commercial law pursuant to Article 315a Section 1 German Commercial Code and supplementary provisions of the articles of incorporation are the responsibility of the Parent Company’s Board of Manag- ing Directors. Our responsibility is to express an opinion on the consolidated ﬁ nancial statements and on the group manage- ment report based on our audit. We conducted our audit of the consolidated ﬁ nancial statements in accordance with Article 317 German Commercial Code and German generally accepted standards for the audit of ﬁ nancial statements promulgated by the Institute of Public Auditors in Germany. Those standards require that we plan and perform the audit such that misstatements materially aﬀ ecting the presentation of the net assets, ﬁ nancial position and results of operations in the consolidated ﬁ nancial statements in accor- dance with the applicable ﬁ nancial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the eco- nomic and legal environment of the Group and expectations as to possible misstatements are taken into account in the deter- mination of audit procedures. The eﬀ ectiveness of the account- ing-related internal control system and the evidence support- ing the disclosures in the consolidated ﬁ nancial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit in- cludes assessing the annual ﬁ nancial statements of those enti- ties included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolida- tion principles used and signiﬁ cant estimates made by the Company´s Board of Managing Directors, as well as evaluating the overall presentation of the consolidated ﬁ nancial state- ments and the group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the ﬁ ndings of our audit the consoli- dated ﬁ nancial statements comply with IFRS as adopted by the EU, the additional requirements of German commercial law pursuant to Article 315a Section 1 German Commercial Code and supplementary provisions of the articles of incorporation and give a true and fair view of the net assets, ﬁ nancial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated ﬁ nancial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development. Munich, 19 February 2013 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Stefano Mulas Wirtschaftsprüfer (German Public Auditor) Dietmar Eglauer Wirtschaftsprüfer (German Public Auditor) 126 Supervisory Board Report Supervisory Board Report In this report, the Supervisory Board describes the performance of its functions and its work during the 2012 ﬁ nancial year. Its discussions focused on the ﬁ nancial situation of the Group, the progress made in development projects, investments in the proprietary portfolio, and the technologies of the Company and strategic perspectives for the Group. CON T INUOUS DIAL OG WI T H T HE MANAGEMEN T BOARD During 2012, the Supervisory Board thoroughly performed the duties assigned to it by law, the Articles of Association and its internal Rules of Procedure. We regularly advised the Manage- ment Board on the management of the Company and continu- ously observed and supervised its conduct of business. The Man- agement Board fulﬁ lled its duty to inform and furnished us with regular written and verbal reports containing up-to-date and comprehensive information on all matters and activities of signiﬁ cant relevance to the Company. These were prepared by the Management Board with the input of the respective departments. In our committees and in full Supervisory Board meetings, we always had the opportunity to critically discuss the reports and resolution proposals of the Management Board and to contribute suggestions. The Management Board pro- vided suﬃ ciently detailed answers to our questions about stra- tegic topics impacting the Company, and did so on the basis of the documents presented. Deviations from business plans were explained to us in detail. In urgent cases, resolutions were passed outside of scheduled meetings by written procedure or by telephone. In the periods between meetings of the full Supervisory Board and the committees, the Chairman of the Supervisory Board regularly exchanged information and thoughts with the Man- agement Board, and especially with its Chairman, Dr. Simon Moroney, and was kept informed about the current business situ- ation as well as key business transactions. The Chairman of the Supervisory Board also took the opportunity to talk directly to members of the Senior Management Group. MAIN T OPIC S AND MEE T INGS OF T HE SUPERVIS ORY BOARD IN T HE 2012 F INANC IAL YEAR Ten meetings of the Supervisory Board took place in the 2012 ﬁ nancial year, four of which were conducted by telephone. A further meeting lasting one and a half days took place in September 2012 between the Management Board and the Supervisory Board, dealing exclusively with the future strate- gic direction of the Company. No Supervisory Board member was absent from more than two meetings. From an early stage, the Supervisory Board was closely involved in all decisions of signiﬁ cance for the Company. Decisions were based on the Company’s agreed strategy. The discussions held and decisions taken by the Supervisory Board were based on comprehensive documentation provided by the Man- agement Board in advance of each meeting. In the 2012 ﬁ nancial year, the Supervisory Board dealt in par- ticular with the following topics requiring approval, and approved each of these after close examination and discussion within the Supervisory Board plenum: • Agenda of the 2012 Annual General Meeting; • Evaluation and update of the Management Board’s Rules of Procedure and allocation of duties; • Extension of the strategic cooperation with Novartis; • The conclusion of a technology partnership with Lanthio Pharma for a new class of therapeutic peptides, as well as a MorphoSys shareholding in Lanthio Pharma’s series A ﬁ nancing round; • Sale of MorphoSysʼs Research and Diagnostics division, AbD Serotec, to Bio-Rad; • Budget for the 2013 ﬁ nancial year 127 Supervisory Board Report Additionally, we passed a resolution in the Supervisory Board plenum on the remuneration of Management Board members for the period from July 1, 2012, to June 30, 2013, on the basis of external benchmarking, and evaluated the achievement of performance-related targets agreed with the members. We also discussed and agreed the most important performance ﬁ gures for the Management Board and Senior Management Group’s long-term incentive program, as well as the Management Boardʼs individual bonus goals for 2012. The appropriateness of the Management Board’s compensation is regularly conﬁ rmed by an independent remuneration consultant. Furthermore, we approved the Group Management Report and consolidated ﬁ nancial statements for the MorphoSys Group, prepared in accordance with IFRS and dated December 31, 2011, and also approved and adopted the Management Report and ﬁ nancial statements for MorphoSys AG, prepared in accordance with the German Commercial Code (HGB) and dated Decem- ber 31, 2011. In addition, we also approved the Management Board’s recommendation for the use of proﬁ ts for 2011. In this context we also dealt with the 2011 annual report, in particular with the Corporate Governance Report contained therein. The topics of our regular discussions at the Supervisory Board’s plenary meetings were MorphoSys’s revenue and proﬁ t develop- ment as well as ﬁ nancial reports, the progress made in the three business segments, the results and status of the clinical pro- grams for the development of proprietary drugs and continued development strategy, as well as the development of new tech- nologies. Additionally, we discussed the results of the eﬃ ciency audit conducted in 2012 on the Supervisory Board’s work and evaluated opportunities for improvement. Finally, we regularly kept ourselves informed on risk management and the results of internal audits. CONF L IC T S OF IN T ERES T IN T HE SUPERVIS ORY BOARD In 2012, no conﬂ ict of interest occurred. AC T IVI T IES AND MEE T INGS OF SUPERVIS ORY BOARD COMMI T T EES The Supervisory Board has established a total of three commit- tees, the Audit Committee, the Remuneration & Nomination Committee, and the Science & Technology Committee, for the eﬃ cient performance of its functions. These committees pre- pare the topics that fall within their respective competencies for the Supervisory Board plenum. At every Supervisory Board meeting, the committee chairpersons report to the Supervisory Board on the work of the committees, and the minutes of the committee meetings are also made available to all Supervisory Board members. The composition of these committees can be found in the “Declaration about Corporate Management” on the Company’s website Media & Investors > Corporate Governance > Declaration about Corporate Management. All committee meet- ings were fully attended. The Audit Committee met seven times in the 2012 ﬁ nancial year (including twice by telephone). This committee dealt mainly with accounting issues, the quarterly ﬁ nancial statements, and the annual ﬁ nancial statements. The auditor attended three meetings of the Audit Committee and informed its members of the audit results. In addition, the Audit Committee made a recommendation to the Supervisory Board for the Supervisory Board’s proposal to the Annual General Meeting concerning the election of the independent auditor. The Audit Committee also discussed the award of the audit contract for the 2012 ﬁ nancial year to the auditor. Furthermore, the committee deliberated on investment recommendations from the Management Board, dealt with the Company’s risk management system and dis- cussed the results of the risk management audits and the inter- nal audits carried out in the 2012 ﬁ nancial year. Finally, the committee dealt with the sale of MorphoSys’s Research and Di- agnostics division, AbD Serotec. For reasons of eﬃ ciency, there is a joint Remuneration & Nomi- nation Committee, which covers both areas in its meetings. This committee met four times in the 2012 ﬁ nancial year (in- cluding once by telephone), and concerned itself in particular with the remuneration system and the level of remuneration for the Management Board, as well as with the individual bonus goals for the Management Board members. It also discussed the key performance indicators for the Management Board and Senior Management Group’s long-term incentive program. The Committee also deliberated on the composition and remunera- tion of the Supervisory Board in preparation for the requisite new election/reelection of Supervisory Board members, as well as the adjustment of the reimbursement to the Supervisory Board in the 2012 Annual General Meeting. Based on these discussions, the future composition and remuneration of the Supervisory Board was also discussed in the Supervisory Board plenum. 128 Supervisory Board Report The Science & Technology Committee met eight times in the 2012 ﬁ nancial year (including three times by telephone). This com- mittee dealt primarily with the Company’s technology and drug development plans, the selection of target molecules, the start of new development programs, results from ongoing studies (in particular the MOR103 trial) and the design as well as develop- ment plans for future and existing clinical trials. In addition, this committee dealt with the technology partnership with Lanthio Pharma for a new class of therapeutic peptides. The Supervisory Board did not establish any other committees. CORP ORAT E GOVERNANCE AND MANAGEMEN T BOARD/SU- PERVISORY BOARD REMUNERAT ION The Supervisory Board dealt with the evolution of corporate governance at MorphoSys, taking into account amendments made to the German Corporate Governance Code in May 2012 by the Government Commission on the German Corporate Governance Code (hereinafter “Code”). The comprehensive Cor- porate Governance Report can be viewed on the Company’s website under Media & Investors > Corporate Governance. A detailed Remuneration Report for the members of the Super- visory Board and Management Board is part of the approved Management Report and can be found in the annual report on pages 65 to 68. Together with the Management Board, we discussed the Com- pany’s compliance with the Code’s recommendations and agreed to a few deviations based on well-founded arguments. Based on these deliberations, the Management Board and Supervisory Board submitted the annual Declaration of Compliance on December 7, 2012. As stated in the Declaration of Compliance, and with few exceptions, MorphoSys complies with the Code’s recommendations. The latest version of the Declaration of Com- pliance can be found in this annual report and is also perma- nently available to shareholders on MorphoSys’s website via Media & Investors > Corporate Governance > Declaration of Compliance. CHANGES T O T HE SUPERVIS ORY BOARD The Deputy Chairman of the Supervisory Board, Prof. Dr. Jürgen Drews, and Supervisory Board member Dr. Metin Colpan, stepped down from the Supervisory Board at the conclusion of the 2012 Annual General Meeting. In their place Mrs. Karin Eastham and Dr. Marc Cluzel were newly elected to the Super- visory Board. In its constitutive meeting after the 2012 Annual General Meeting, the Supervisory Board re-elected Dr. Gerald Möller as Chairman of the Supervisory Board, and Dr. Geoﬀ rey Vernon was elected as Deputy Chairman of the Supervisory Board. AUDI T OF T HE ANNUAL F INANC IAL S TAT EMEN T S In 2012, the Company commissioned PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, Munich (hereinafter “PwC”) as its auditor. The audit contract was awarded by the Supervisory Board in accordance with the resolution of the Annual General Meeting on May 31, 2012. In accordance with Section 7.2.1 of the German Corporate Governance Code, the Supervisory Board obtained a declaration of independence from the auditor. The ﬁ nancial statements and Management Report of MorphoSys AG for the ﬁ nancial year from January 1 to December 31, 2012, prepared by the Management Board in accordance with the pro- visions of the German Commercial Code (HGB), were audited by PwC and issued with an unqualiﬁ ed audit opinion. The 2012 audit of the ﬁ nancial statements and the Management Report of MorphoSys AG focused on the recoverability of intangible assets, the completeness and valuation of other provisions, the accounting and disclosure of the long-term incentive share- based payment program as well as revenue recognition and the matching of expenses and income. The auditors also conﬁ rmed that the Management Board has installed an appropriate reporting and monitoring system which is suitable in its design and handling to identify at an early stage developments which could place the continued existence of the Company at risk. In accordance with Section 315a HGB, the consolidated ﬁ nan- cial statements of MorphoSys Group and the Group Management Report for the ﬁ nancial year from January 1 to December 31, 2012 were prepared by the Management Board on the basis of the International Financial Reporting Standards (IFRS), as ap- plicable in the European Union. PwC also audited the consoli- dated ﬁ nancial statements and the Group Management Report and issued an unqualiﬁ ed audit opinion. 129 Supervisory Board Report T HANK S F OR DEDIC AT ED SERVICES On behalf of the entire Supervisory Board, I would like to thank the members of the Management Board and the employees of MorphoSys for their hard work, great commitment and the mo- tivating culture over the past ﬁ nancial year. Thanks to their eﬀ ort, MorphoSys’s portfolio has further matured and important milestones have been reached. The Supervisory Board would also like to thank its long-serving Supervisory Board members, Prof. Dr. Jürgen Drews and Dr. Metin Colpan, for their dedication and constructive input. Martinsried/Planegg, 12 March 2013 Dr. Gerald Möller Chairman of the Supervisory Board The main emphasis for the 2012 audit of MorphoSysʼs consoli- dated ﬁ nancial statements and Group Management Report com- prised the accuracy of the accounting treatment of the new long-term incentive program, the audit of the impairment test on goodwill and intangible assets without an underlying deﬁ - nite useful life according to IAS 36, the application of IFRS 5 to the sale of the AbD Serotec business segment, the accounting treatment of the strategic cooperation with Novartis, the audit of calculated current and deferred taxes, the accuracy of the Group’s segment reporting, the completeness and accuracy of the information in the Group’s notes, and the plausibility check on all prognostic information in the Group Management Report. The audit reports and the annual ﬁ nancial statement documen- tation were sent to all Supervisory Board members with a suf- ﬁ cient amount of lead time for review. The audit report, as well as the MorphoSys Group’s consolidated ﬁ nancial statements and the Group Management Report were discussed in detail at the Audit Committee meeting on February 26, 2013, and at the Supervisory Board meeting held on the same day. The audit re- port, as well as the ﬁ nancial statements, and the Management Report of MorphoSys AG were the subject of detailed discussion at the Audit Committee meeting on March 21, 2013, and at the subsequent Supervisory Board meeting held on the same day. The auditor took part in all discussions of the ﬁ nancial state- ments and reported on the main results of their audit. The audi- tor also explained the scope, focal points and costs of the audit and was available to answer any questions from, and provide supplementary information to, the Supervisory Board. The Audit Committee discussed the audit results in detail and recommended to the Supervisory Board that the ﬁ nancial statements prepared by the Management Board be approved and adopted. The Supervisory Board also took note of the audit results and examined the ﬁ nancial reports and Management Reports in accordance with legal provisions. After the ﬁ nal re- sults of the review by the Supervisory Board were available, the Supervisory Board agreed to the results of the audit without exception, and approved and thus adopted the annual ﬁ nancial statements prepared by the Management Board. It also approved the consolidated ﬁ nancial statements prepared by the Manage- ment Board. The Supervisory Board also reviewed the proposal of the Management Board for the use of the 2012 proﬁ ts and agreed with this recommendation. 130 Supervisory Board of MorphoSys AG Supervisory Board of MorphoSys AG DR. GERAL D MÖL L ER /// C HAIRMAN Heidelberg, Germany MEMBER OF T HE SUPERVI S OR Y B OARD OF: 4sigma Ltd.*, Bermuda (Chairman) Adrenomed GmbH*, Germany (Director) Bionostics, Inc.*, USA (Director) Deﬁ niens AG, Germany (Chairman) Illumina, Inc.*, USA (Director) Invendo Medical GmbH*, Germany (Chairman) DR. GEOF F RE Y N . VERNON /// DEP U T Y C HAIRMAN Devon, UK MEMBER OF T HE SUPERVI S OR Y B OARD OF: Cornwall Farmers Ltd.*, UK (Non-Executive Director) Medpharm Ltd.*, UK (Non-Executive Chairman) Veryan Medical Ltd.*, UK (Non-Executive Chairman) XL TechGroup, Inc.*, USA (Non-Executive Chairman) Ziggus Holdings Ltd.*, UK (Executive Chairman) DR. WALT ER A . BL ÄT T L ER /// MEMBER Brookline, MA, USA NO O T HER SUPERVI S OR Y B OARD MEMBERSHIP S * Membership in comparable domestic and foreign supervisory boards of commercial enterprises 131 Supervisory Board of MorphoSys AG DR. DANIEL C AMUS /// MEMBER Geneva, Switzerland MEMBER OF T HE SUPERVI S OR Y B OARD OF: Cameco Corp.*, Canada (Director) SGL Group SE, Germany (Member) Valéo SA*, France (Member) Vivendi SA*, France (Member) DR. MARC C L UZEL /// MEMBER Paris, France NO O T HER SUPERVI S OR Y B OARD MEMBERSHIP S K ARIN EA S T HAM /// MEMBER Rancho Santa Fe, CA, USA MEMBER OF T HE SUPERVI S OR Y B OARD OF: Geron Inc.*, USA (Director) Illumina Inc.*, USA (Director) Trius Therapeutics Inc.*, USA (Director) Veracyte Inc.*, USA (Member) 132 Senior Management Group of MorphoSys AG Senior Management Group of MorphoSys AG SASCHA AL IL OVIC /// Head of Corporate Finance & Corporate Development MAR T IN C L ARK /// Head of Purchasing & Logistics K L AUS DE WAL L /// Head of Accounting & Controlling SILVIA DERMIE T ZEL /// Head of Human Resources DR. MARKUS ENZEL BERGER /// Head of Discovery Alliances & Technologies DR. C L AUDIA GU T JAHR-L Ö SER /// Head of Corporate Communications & Investor Relations 133 Senior Management Group of MorphoSys AG DR. BERND HU T T ER /// Head of Intellectual Property DR. BARBARA K REBS -P OHL /// Head of Business Development DR. L UD GER L ANGER /// Head of Clinical Operations C HARL O T T E L OHMANN /// General Counsel DR. RAL F O S T END ORP /// Head of Protein Sciences & CMC DR. HARAL D WAT ZK A /// Head of Alliance Management DR. ARMIN WEIDMANN /// Head of Quality Assurance & Regulatory Aﬀ airs DR. GÜN T ER WEL L NHOF ER /// Head of Technical Operations 134 Glossary Glossary A Antigen – Foreign substance stimulating C CAGR – Compound annual growth rate F antibody production; binding partner of antibody ADCC – Antibody-dependent cell-mediated cytotoxicity; a mechanism of cell-mediated immunity whereby an eﬀ ector cell of the im- mune system actively destroys a target cell that has been bound by speciﬁ c antibodies ADCP – Antibody dependent cellular phago- cytosis Cash ﬂ ow – Key performance indicator in the cash ﬂ ow statement used to assess the ﬁ nancial and earning capacity CD19 – Therapeutic target for the treat- ment of B-cell lymphomas and leukemias CD20 – Therapeutic target for the treatment of B-cell lymphomas and leukemias ALL – Acute lymphoblastic leukemia; a form of cancer of the white blood cells characterized by excess lymphoblasts CD38 – Therapeutic target for the treat- ment of multiple myeloma and certain leukemias Antibody – Proteins of the immune system that recognize antigens, thereby triggering an immune response Antibody library – A collection of genes that encode corresponding human antibodies Clinical trial – Clinical trials allow safety and eﬃ cacy data to be collected for new drugs or devices; depending on the type of product and the stage of its development, investigators enroll healthy volunteers and/ or patients into small pilot studies initially, followed by larger-scale studies in patients Autoimmune disease – Disease caused by an immune response by the body against one of its own tissues, cells or molecules CLL – Chronic lymphocytic leukemia; most common type of cancer of the blood and bone marrow, aﬀ ecting the B-cells CMO – Contract Manufacturing Organization B Biosimilars – Term used to describe CRO – Contract Research Organization oﬃ cially approved new versions of innova- tor biopharmaceutical products, following patent expiry CTO – Contract Testing Organization Fc-engineered – Modiﬁ cation within the Fc part of an antibody to improve eﬀ ector function Fc-part – Constant part of an antibody known as the Fc (Fragment, crystallizable) region FDA – Food and Drug Administration; US federal agency for the supervision of food and drugs G GCP – Good clinical practice; an inter- national ethical and scientiﬁ c quality stan- dard for designing, conducting, recording and reporting trials that involve the partici- pation of human subjects GLP – Good laboratory practice; a formal framework for the implementation of safety tests on chemical products GM -CSF – Granulozyte-macrophage colony-stimulating factor; underlying target molecule of MOR103 program GMP – Good management practice; term for the control and management of manufacturing and quality control testing of pharmaceutical products and medical devices Bispeciﬁ c – Antibody consisting of parts from two diﬀ erent antibodies E EMA – European Medicines Agency H HGB – German accounting standards BiTE – A class of artiﬁ cial bispeciﬁ c mono- clonal antibodies that are investigated for the use as anti-cancer drugs by directing the T cells’ cytotoxic activity against cancer cells. BiTE® is a registered trademark of Micromet AG HuCAL – Human Combinatorial Antibody Library. Proprietary antibody library en- abling rapid generation of speciﬁ c human antibodies for all applications (explanation of GOLD/Platinum) Human – Of human origin 135 Glossary I IFRS – International Financial Reporting Standards; future EU-wide standards produced by the IASB Inclusion Body Myositis – Inﬂ ammatory myopathy Inﬂ ammatory diseases – Inﬂ ammatory tissue modiﬁ cation, often caused by auto- immune reactions Multiple myeloma – Type of cancer that develops in a subset of white blood cells called plasma cells formed in the bone marrow Multiple sclerosis – Disease of the central nervous system characterized by the destruction of nerve ﬁ bers Innovation capital – Investments in start-ups with technologies and product candidates being close to MorphoSys’s areas of interest N NHL – Non-Hodgkin lymphomas; diverse group of blood cancers that include any kind of lymphoma except Hodgkin’s lymphomas in vitro – In a test tube in vivo – In a living organism P Pharmacodynamics – Study of the eﬀ ects of drugs on the body Pharmacokinetics – Determination of the fate of substances administered externally to a living organism Plaque psoriasis – Most common form of psoriasis, a chronic, non-contagious autoimmune disease which aﬀ ects the skin and joints L Lantipeptides – Novel class of therapeutics with high target selectivity and improved drug-like properties Life sciences – All branches of science that study all organisms, especially living ones M Market capitalization – Value of a company’s outstanding shares, as measured by shares times current price M&A – Mergers & Acquisitions Monoclonal antibody – Homogeneous antibody originating from a single clone, produced by hybridoma cell MRSA – Methicillin-resistant Staphylococ- cus aureus; type of bacteria that is resis- tant to certain antibiotics and causing severe infections; occurs most frequently among patients in healthcare settings R R & D – Research and Development Research Reagents – A substance used in research applications Rheumatoid arthritis – Inﬂ ammatory disease of the joints; abbreviation: RA Royalties – Percentage share of ownership of the revenue generated by drug products S Scaffolds – Proteins with antibody - like capabilities Slonomics – DNA engineering and protein library generation platform acquired by MorphoSys in 2010 Small molecules – Low molecular compounds T Target – Target molecule for thera peutic intervention, e.g. on surface of diseased cell Preclinic – Preclinical stage of drug development; tests in animal models as well as in laboratory essays Target Product Profule (TPP) – Summary of speciﬁ cations on a planned therapeutic product Protein – Polymer consisting of amino acids, e. g. antibodies and enzymes TecDAX – Index of the 30 largest technology companies listed on the Frankfurt Stock Exchange Toxicity – Poisonousness Trifunctional antibodies – Modiﬁ ed antibody binding three target structures Y Ylanthia – Novel next-generation antibody platform of MorphoSys 136 Index Index A Annual General Meeting Assets Auditor’s report E 60, 106 39, 76 125 Earnings per share EBIT Employees Environmental protection Equity 87, 97 37 47et seq. 44 39, 78 B Balance sheet Bio-Rad 39, 76, 106 8, 13, 14, 19, 29 et seq., 40, 55 et seq., 74 et seq., 80, 83, 91 et seq., 104, 105, 126 17, 57 BYM338 C Cash ﬂ ows Cash ﬂ ow statement Capital expenditure CD38 Change of control CNTO1959 Committees of the Supervisory Board Competition Convertible bonds Corporate Governance Report Cost of goods sold Credit rating Currency risk 61 25, 54 90, 112 et seq. 14, 59 35 40 108 D Declaration of Conformity 59 Declarations pursuant to sec. 315, para. 4, of the German Commercial Code (HGB) Directors’ dealings Dividend 69 et seq. 61 58 F Financial analysis 2013 Financial calendar Forecast 34 et seq. Back cover 40, 55 G Gantenerumab Glossary GM-CSF Goodwill 27 134 17, 28 89, 91, 105 38 80 38 18 et seq. 71 et seq. 17 H Human resources 32, 47 I Income taxes Information required under takeover law Intellectual property ISO certiﬁ cates 87, 91, 95 69 47 45 K Key ﬁ gures Front cover L Letter to the shareholders Liabilities Liquidity 7 et seq. 39, 106 31, 38, 58, 106 M Management Board Management of the Group Management report Manufacturing license Market capitalization Milestone payments 6, 53, 61, 65, 69 et seq. 13 12 et seq. 45 31 et seq. 15, 20, 24, 27, 30, 34, 40, 41, 52, 55, 56, 58, 105, 116, 120ﬀ 7, 9, 12, 16, 17, 19, 28, 29, 31, 36, 41, 42, 46, 54 et seq., 92, 102, 128 7, 18, 19, 26, 27, 40, 41, 46, 54 et seq., 92 7, 12, 18, 19, 29, 41, 42, 46, 54 et seq., 92, 122 MOR103 MOR202 MOR208 N Net Proﬁ t 37 O Operating expenses Operating leases Operating proﬁ t Opportunities Outlook 35, 58 87, 115 9, 35 14, 49 et seq. 55 et seq. P Patents Pensions Personnel costs Pipeline Procurement Production Proprietary pipeline Provisions 25, 45, 53 et seq., 88 67 36, 95 Front cover, 22 44 44, 50, 90 57, 67 106 137 Index Sales, general and administrative expenses Segment reporting Segment Research Antibodies Segment Therapeutic Antibodies 36 91 et seq. 92 8, 13 14, 20, 27, 29, 54, 56, 58 117 31 63, 115 42 Shareholdings, Management and Supervisory Boards Share price development Share, repurchase Social responsibility Statements of changes in shareholders’ equity Stock-based compensation Stock options Subsequent events Subsidiaries Supervisory Board Sustainability 78 35, 87 62 et seq., 113 et seq. 55 82 et seq. 126 et seq. 42 Q Quality assurance Quality management 45 45, 46, 63 S R Remuneration report Remuneration, Supervisory Board Remuneration, Management Board Supervisory Board Report Research and development Research and development expenses Research Antibodies Responsibility statement Revenues Revenue recognition Risks Risk management 65 et seq. 68 65 et seq. 126 et seq. 36 92 124 34 86 50 et seq. 50, 64 26, 88, 120 et seq. T Taxes Trading volumes Trainee position Training W WACC WpHG 37 31 47 43 et seq. 91, 105 61 138 List of Figures and Tables List of Figures Fig Organizational Structure of the MorphoSys Group Partnered Discovery Segment’s Share of Total Revenues Clinical Pipeline at Year-End Overview of MorphoSys’s Latest Technologies The MorphoSys Share Total Headcount of the MorphoSys Group Employees by Region Employees by Segment and Function Distribution of R&D Expenses Fig. 1: Fig. 2: Fig. 3: Fig. 4: Fig. 5: Fig. 6: Fig. 7: Fig. 8: Fig. 9: Fig. 10: Occupational Safety at MorphoSys Fig. 11: Quality Management Systems at MorphoSys Fig. 12: Patent Lifetime on Key Platform Technologies Fig. 13: Workforce by Gender Fig. 14: MorphoSys’s Risk Management System Fig. 15: Description of Major Risks at MorphoSys Fig. 16: The MorphoSys Compliance System Fig. 17: Risk-Based Internal Audit Plan Fig. 18: Legal Structure of the MorphoSys Group 13 16 22 23 31 33 33 34 36 44 46 47 48 50 51 64 65 82 139 List of Figures and Tables List of Tables Tab Top 5 Monoclonal Antibody Drugs Tab. 1: Tab. 2: Market Data on Selected Partnered Programs in Clinical Phase 2 Development of Financial Performance Indicators Tab. 3: Sustainable Development of Key Performance Indicators (SD-KPIs) at MorphoSys Tab. 4: Key Performance Indicators 2012 related to Employees of the MorphoSys Group Tab. 5: Capital Expenditure on Tangible Assets in 2012 Tab. 6: Tab. 7: Key Data for the MorphoSys Share Tab. 8: Multiple-Year Overview – Results of Operations Tab. 9: Multiple-Year Overview – Financial Situation Tab. 10: Multiple-Year Overview – Balance Sheet Structure Tab. 11: Comparison of Actual Business Results with Forecasts Tab. 12: Absence Rates at MorphoSys Tab. 13: Composition of the Supervisory Board through Annual General Meeting on 31 May 2012 Tab. 14: Composition of the Supervisory Board from 31 May 2012 Tab. 15: Directors’ Dealings in 2012 Tab. 16A: Compensation of the Management Board in 2012 Tab. 16B: Compensation of the Management Board in 2011 Tab. 17: Compensation of the Supervisory Board 15 17 21 22 24 27 32 37 38 40 41 48 62 62 62 66 66 68 Imprint MorphoSys AG Lena-Christ-Str. 48 82152 Martinsried/Planegg Germany Phone: +49-89-89927-0 Fax: +49-89-89927-222 www.morphosys.com Corporate Communications and Investor Relations Phone: +49-89-89927-404 Fax: +49-89-89927-5404 Email: investors@morphosys.com 140 Imprint Concept and Design 3st kommunikation GmbH, Mainz Photos Andreas Pohlmann, Munich Translation Translate Plus Limited, London, UK Editorial Ofﬁ ce Friedrichs & Friends, Hamburg Typesetting and Lithography Knecht GmbH, Ockenheim Printer Westdeutsche Verlags- und Druckerei GmbH, Mörfelden-Walldorf Copy Deadline 19 March 2013 (except ﬁ nancial statements) This ﬁ nancial report is also published in German and is available for download from our website (PDF, HTML). HuCAL®, HuCAL GOLD®, HuCAL PLATINUM®, CysDisplay®, RapMAT®, arYla®, Ylanthia® and 100 billion high potentials® are registered trademarks of MorphoSys AG. Slonomics® is a registered trademark of Sloning BioTechnology GmbH, a subsidiary of MorphoSys AG. Key Figures (IFRS) M O R P H O S Y S G R O U P (in € million, if not stated otherwise) RESULTS1) Revenues Cost of Goods Sold R&D Expenses S, G&A Expenses Personnel Expenses (Excluding Stock-based Compensation) Capital Expenditure Depreciation and Amortization of Tangible Assets Depreciation and Amortization of Intangible Assets EBITDA EBIT Net Profit/(Loss) Net Proﬁ t/(Loss) from Discontinued Operations BAL ANCE SHEE T 2) Total Assets Cash, Cash Equivalents and Available-for-sale Financial Assets Intangible Assets Total Liabilities Stockholders' Equity Equity Ratio (in %) MORPHOSYS SHARE 12/31/12 12/31/11 12/31/10 12/31/09 12/31/08 12/31/07 12/31/06 12/31/05 12/31/04 51.9 0.0 37.7 12.1 24.1 1.8 1.7 3.5 7.9 2.5 1.9 82.1 0.0 55.9 14.9 27.7 2.9 87.0 7.3 46.9 23.2 29.6 13.8 81.0 6.7 39.0 23.9 26.1 3.8 71.6 7.1 27.6 20.5 21.5 3.8 62.0 7.9 22.2 24.8 18.8 12.0 53.0 8.0 17.5 21.4 18.1 4.0 1.7 2.1 1.6 1.5 1.5 1.5 3.8 15.5 9.8 8.2 4.0 19.2 13.1 9.2 3.8 18.1 12.8 9.0 4.8 21.9 16.5 13.2 3.7 13.3 8.3 11.5 3.4 10.3 5.4 6.0 - 0.4 0.0 – – – – – 33.5 2.5 14.0 10.8 10.8 0.7 0.9 2.7 8.6 5.3 4.7 – 22.0 0.97) 11.47) 7.57) 9,1 1,7 0,7 2,0 3,2 0,5 0,3 – 224.3 228.44) 209.84) 206.1 203.3 184.7 127.8 80.1 55.8 135.75) 35.0 22.3 202.2 90% 134.4 66.0 31.34) 197.1 86% 108.4 69.2 23.94) 185.9 89% 135.1 17.4 32.2 173.9 84% 137.9 19.7 41.3 162.0 80% 106.9 22.3 39.2 145.5 79% 66.0 14.8 27.8 100.1 78% 53.6 12.4 16.1 64.0 80% 37.2 12.8 16.4 39.4 71% Number of Shares Issued 23,358,228 23,112,167 22,890,252 22,660,557 22,478,787 22,160,259 20,145,966 18,077,589 16,316,556 Earnings/(Loss) per Share, Diluted (in €) 0.086) 0.366) Dividend (in €) Share Price (in €) PERSONNEL DATA 3) Total Group Employees (Number) Germany (Number) Other Countries (Number) - - 29.30 17.53 421 328 93 446 352 94 0.40 - 18.53 464 370 94 0.40 - 17.04 404 301 103 0.59 - 18.75 334 236 98 0.53 - 16.10 295 192 103 0.31 - 18.12 279 183 96 0.28 - 13.77 172 145 27 0.02 - 12.70 132 132 - 1) Due to the Agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, for the years 2012 and 2011, revenue, income and expenses in connection with the transaction are shown in the line item ‘Proﬁ t/(Loss) from Discontinued Operations’. All other line items consist of amounts from continuing operations. 2) Due to the agreement between Bio-Rad and MorphoSys, signed in December 2012, to acquire substantially all of the segment AbD Serotec, for the year 2012, the line item ‘Total Assets’ includes current and non-current assets in connection with the transaction in the amount of € 40.9 million. The line item ‘Total Liabilities’ includes for the year 2012 current and non-current liabilities in connection with the transaction in the amount of € 3.7 million. 3) The total amount 2012 includes 135 employees from discontinued operations of AbD Serotec. 4) In 2011, a deferred tax asset in the amount of € 2.3 million has been oﬀ set with a deferred tax liability for better transparency. Both deferred tax asset and deferred tax liability relate to income taxes levied by the same tax authority on the same taxable entity. To provide comparative information, prior year’s deferred tax asset and deferred tax liability (€ 2.8 million) – and thus total assets as well as total liabilities and stockholders’ equity – have been adjusted accordingly. 5) Including an interest-bearing assignable loan in the amount of € 10.0 million and including cash reserves of the discontinued AbD Serotec segment in the amount of € 5.3 million 6) Consolidated net proﬁ t per share (diluted) including discontinued operations from the AbD Serotec segment 7) Excluding stock-based compensation F I N A N C I A L C A L E N D A R 2013 03 05 06 07 11 5 March 2013 Publication of 2012 Year End Result 3 May 2013 Publication of 2013 Three Months’ Report 4 June 2013 2013 Annual General Meeting in Munich 31 July 2013 Publication of 2013 Six Months’ Report 7 November 2013 Publication of 2013 Nine Months’ Report MorphoSys AG Lena-Christ-Str. 48 82152 Martinsried / Planegg Germany Phone: +49-89-89927- 0 Fax: www.morphosys.com +49-89-89927-222

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