Warrants

Since inception, Genmab A/S has established general warrant schemes all of which have the primary objective of giving those who help build the company an opportunity to share in the value of the business that they are helping to create. The warrant schemes are meant to provide an incentive for all company employees, including those in our subsidiaries Genmab B.V., Genmab Ltd., Genmab, Inc., and Genmab MN, Inc., members of the board of directors and members of the executive management, as well as certain external consultants with a long-term relationship with us.

The total number of warrants outstanding under all warrant schemes may be summarized as follows:

All employees to date have been granted warrants in connection with their employment.

Warrants are granted by our board of directors in accordance with authorizations given to it by our shareholders. Warrant grants are determined by our board of directors on a merit basis and upon recommendations of the compensation committee. The most recent warrant scheme was adopted by the board of directors in August 2004 (the "2004 Scheme").

Under the terms of the recent warrant schemes, warrants are granted at an exercise price equal to the share price on the grant date. According to our articles of association the exercise price cannot be fixed at a lower price than the market price at the day of grant.

Warrants granted prior to the 2004 Scheme

Under the warrant schemes applicable to warrants granted prior to August 2004 half of the warrants granted can be exercised one year after the grant date with the other half exercisable two years after the grant date. The exercise period lasts for three years after the date when a warrant first becomes exercisable. If the warrants are not exercised within these periods, they lapse.

The exercise of warrants is not conditional upon continued employment or affiliation with us. However, if the warrant holder exercises warrants, then upon cessation of employment or affiliation, except in the event of termination by us without cause or cessation resulting from our breach of the employment or affiliation contract, the holder is or may be obligated to offer to sell a specified percentage of shares issued back to us according to the following schedule:

• 100% of shares if termination occurs in the first year after commencement of the employment or affiliation contract.
• 75% of shares if termination occurs in the second year after commencement of the employment or affiliation contract.
• 50% of shares if termination occurs in the third year after commencement of the employment or affiliation contract.
• 25% of shares if termination occurs in the fourth year after commencement of the employment or affiliation contract.

The repurchase price to be paid for the shares by us in these instances is the warrant holder's original exercise price. Accordingly, the warrant holder will not be able to profit on shares sold back to us.

The number of warrants issued under the warrant schemes prior to August 2004 amount to 4,565,700 of which 28,863 are still outstanding.

Warrants granted under the 2004 Scheme

Under the most recent warrant scheme, effective from August 2004, warrants can be exercised from one year after the grant date and will lapse automatically on the tenth anniversary thereafter. The warrant holder may as a general rule only exercise 25% of the warrants granted per full year of employment or affiliation with us or our subsidiary after the grant date. However, the warrant holder will be entitled to keep and exercise all warrants granted regardless of termination of the employment relationship etc. in instances where we or our subsidiary terminate his/her employment/consultancy relationship without the warrant holder having given us/subsidiary good reason to do so.

Since under the 2004 Scheme a warrant holder will be restricted from exercising his/her warrants or parts thereof dependant on the period of employment or affiliation with us, this scheme does not contain any right for us to require the individual to offer to sell a specified percentage of shares issued back to Genmab.

The number of warrants issued under the 2004 Scheme amount to 5,821,525 of which 5,314,202 are still outstanding.

Until a new scheme may be adopted in the future, all warrants granted after August 2004 will be granted on the terms and conditions contained in the 2004 Scheme.

(last updated November 13, 2008)