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, 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.

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.

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.

The number of warrants issued under the 2004 Scheme amount to 7,504,225 of which 6,267,940 were still outstanding at September 30, 2011. For a more detailed description of warrants issued under the 2004 Scheme reference is made to the 2010 Annual Report.

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 December 21, 2011)