Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

April 9, 2024

Via Email

Doug Smith
Freshfields Bruckhaus Deringer LLP
doug.smith@freshfields.com

Re:    Tender offer by Novartis AG for MorphoSys AG

Dear Mr. Smith:

We are responding to your letter dated April 8, 2024, addressed to Tiffany Posil, Christina Chalk, and Laura McKenzie. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Section I

Based on the facts and representations presented in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Section 14(d)(5) and Exchange Act Rules 14d-4(d)(2)(ii), 14d-7, 14d-11(c), (d) and (e), 14e-1(b) and (d), and 14e-5.

In granting this exemptive relief, we rely on the representations set forth in your letter and note that your firm is acting as both German and U.S. counsel in connection with this transaction.

Section II

Based on the facts and representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c). This no-action position allows the Bidder Entities to pay for tendered securities within the timeframe described in your letter and in accordance with German rules.

The exemptive and no-action relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.