EXHIBIT
10.2


Execution
Version






[
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.


AMENDMENT NO. 1


TO


COLLABORATION AND CO-PROMOTION AGREEMENT


THIS AGREEMENT (“Amendment”)  is made and
entered into effective as of April 25, 2007 (the “Amendment
Effective Date”) by and between Medarex, Inc., a New Jersey
corporation having its principal place of business at 707 State Road,
Princeton, New Jersey 08540-1437 (“Medarex”)
and Bristol-Myers Squibb Company, a Delaware corporation headquartered at
345 Park Avenue, New York, New York 10154 (“BMS”),
and amends the COLLABORATION AND CO-PROMOTION AGREEMENT (the
“Agreement”) made as of November
7, 2004 between Medarex and BMS.  Medarex
and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”


WHEREAS, Medarex entered into that certain
Cross-License Agreement with Pfizer Inc. (“Pfizer”) dated
as of September 15, 2004 (the “Cross License”);


WHEREAS, Medarex desires that BMS assist it
in facilitating, and BMS is willing to help facilitate, an amendment of certain
terms and conditions under the Cross License; and


WHEREAS, Medarex and BMS both desire to enter into an
agreement with Pfizer to address certain issues related to the orphan drug
status of their respective products as contemplated by Section 10.5.1(c) of the
Agreement;


WHEREAS, concurrently with the execution of
this Amendment, BMS is entering into certain agreements with Pfizer such that
Pfizer is willing (a) to amend the Cross License in a manner that is acceptable
to Medarex and (b) to enter into an agreement with Medarex and BMS to address
those certain orphan drug issues in a manner acceptable to Medarex and BMS.


NOW, THEREFORE, in consideration of
the foregoing premises and the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, agree as follows:


1.             The first
sentence of Section 6.4.1 is deleted in its entirety and replaced with the
following:


“Subject to
Sections 3.8.3, 5.3, 5.5.6, 6.4.2, 6.4.3, 6.4.4 and 6.5, with respect to each
Product for which Medarex exercises the Co-Promotion Option, (a) 













Medarex shall
receive forty-five percent (45%) of all Profits, and bear forty-five
percent (45%) of all Losses, as applicable, with respect to a Co-Promotion
Product in the United States, and (b) BMS shall receive fifty-five
percent (55%) of all Profits, and bear fifty-five percent (55%) of all
Losses, as applicable, with respect to such Co-Promotion Product in the
United States.”


2.             A new Section
6.4.4 is added to the Agreement, as follows:


“6.4.4               BMS Co-Promotion
Royalty.  With respect to each
Product for which Medarex exercises a Co-Promotion Option, BMS shall be
entitled to retain or receive a royalty equal to [ * ] of the Net Sales of such Product in the United States in
each Year during the Co-Promotion Term for such Product (the “BMS Co-Promotion Royalty”).  Any due and payable BMS Co-Promotion Royalty
shall be calculated and paid in accordance with Section 6.5.  For clarity, termination of the Co-Promotion
Term for a Product shall not relieve Medarex of its obligation to pay any BMS
Co-Promotion Royalties that have accrued prior to, but are unpaid as of, the
end of the Co-Promotion Term for such Product.”


3.             Section 6.5 is
deleted in its entirety and replaced with the following:


“6.5          Calculation
and Payment of Profit or Loss Share.


6.5.1       Reports and Payments in
General.  In the event that Medarex
exercises its Co-Promotion Option with respect to a Co-Promotion Product, each
Party shall report to the other Party, within twenty (20) days after the end of
each Quarter following such Exercise Notice, with regard to Net Sales and
Allowable Expenses incurred by such Party for such Co-Promotion Product during
such Quarter in the United States in a manner sufficient to enable the other
Party to comply with its reporting requirements; provided
that in the case of the first Quarter for which such report is due, each Party
shall additionally report all Allowable Expenses incurred by such Party prior
to such Quarter with respect to such Co-Promotion Product.  Such report shall specify in reasonable
detail Net Sales, all deductions allowed in the calculation of such Net Sales
and all expenses included in Allowable Expenses, and, if requested by a Party,
any invoices or other supporting documentation for any payments to a Third
Party that individually exceed fifty thousand Dollars ($50,000) (or such other
amount approved by the JFC) shall be promptly provided.  Within forty-five (45) days after the
end of each Quarter (or for the last Quarter in a Year, sixty (60) days after
the end of such Quarter), the Parties shall reconcile all Net Sales and
Allowable Expenses to ascertain whether there is a Profit or Loss (which
calculation shall be made without taking into account any BMS Co-Promotion
Royalty) and payments shall be made as set forth in subsections (a) and (b)
below, as applicable.






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 2
 









a.     If there is a Profit for
such Quarter, then BMS shall (i) reimburse Medarex for Allowable Expenses
incurred by Medarex in such Quarter and (ii) pay to Medarex, subject to Section
6.4.2, an amount equal to forty-five percent (45%) of the Profit for such
Quarter, less the applicable aggregate BMS Co-Promotion Royalty for such
Quarter, provided that if Medarex’s share of the
Profit for such Quarter is less than the BMS Co-Promotion Royalty payable to
BMS, Medarex shall make a reconciling payment to BMS (either by direct payment
to BMS or by offset of other amounts payable by BMS to Medarex for such
Quarter) equal to the applicable shortfall within (A) such applicable
forty-five (45)-day period or sixty (60)-day period as set forth above or (B)
ten (10) Business Days after BMS has notified Medarex in writing of the amount
of the shortfall, whichever is the later date.


b.     If there is a Loss for
such Quarter, then (i) the Party that has borne less than its share of the
Allowable Expenses in such Quarter shall make a reconciling payment to the
other Party to assure that each Party bears its share of such Allowable
Expenses during such Quarter and (ii) Medarex shall make a reconciling payment
to BMS (either by direct payment to BMS or by offset of other amounts payable
by BMS to Medarex for such Quarter) equal to the aggregate BMS Co-Promotion
Royalty payable to BMS for such Quarter.


6.5.2           Last Calendar Quarter.  No separate payment shall be made for the
last Quarter in any Year.  Instead, at
the end of each such Year, a final reconciliation shall be conducted by
comparing the share of Profit or Loss to which a Party is otherwise entitled
for such Year pursuant to Sections 6.4 and 6.5 against the sum of all amounts
(if any) previously paid or retained by such Party for prior Quarters during
such Year, and the Parties shall make reconciling payments to one another no
later than ninety (90) days after the end of such Quarter, if and as necessary
to ensure that (i) each Party receives for such year its share of Profits and
bears its share of Losses in accordance with Sections 6.4.1 and 6.4.3, as
applicable, and (ii) BMS receives its full BMS Co-Promotion Royalty due and
payable for such Year.”


4.             Section 6.6 of
the Agreement is deleted in its entirety and replaced with the following:


“6.6     Royalties to Medarex.  In partial consideration of the license
rights granted by Medarex to BMS hereunder, subject to Sections 3.8 and 6.7,
BMS shall pay to Medarex royalties on (i) each Non-Co-Promoted Product sold in 






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 3
 









the United
States and (ii) each Product and MDX-1379 sold in the Royalty Territory, on the
terms and conditions set forth in this Section 6.6.


6.6.1       United States.  Subject to Section 6.7.3:


a.         BMS shall pay Medarex
a royalty on Net Sales aggregated across all Non-Co-Promoted Products sold in
the United States in a given Year equal to:


i.      For that portion of
aggregate Net Sales of Non-Co-Promoted Products in a Year that is less than or
equal to [ * ] of such aggregate
Net Sales, provided that to the extent that some or
all of the Net Sales of such Non-Co-Promoted Products in such territory were
for use in Indications (A) with respect to which Medarex Opted-Out pursuant to
Section 3.8.2) and (B) for which Initial Approval has been obtained in such
territory (collectively, the “Opt-Out NP
Indications”), then, in such event BMS’ royalty obligation under
this Section 6.6.1(a)(i) shall be reduced to [
* ] on such Net Sales thereafter from such Non-Co-Promoted Products
that are attributable to such Opt-Out NP Indications;


ii.     For that portion of aggregate
Net Sales of Non-Co-Promoted Products in a Year that is more than [ * ] of such aggregate Net Sales, provided that to the extent that some or all of the Net
Sales of such Non-Co-Promoted Products in such territory were for Opt-Out NP
Indications, then, in such event BMS’ royalty obligation under this Section
6.6.1(a)(ii) shall be reduced to [ * ]
on such Net Sales thereafter from such Non-Co-Promoted Products that are
attributable to such Opt-Out NP Indications; and


iii.    For
that portion of aggregate Net Sales of Non-Co-Promoted Products in a Year that
is more than [ * ] of such
aggregate Net Sales, provided that
to the extent that some or all of the Net Sales of such Non-Co-Promoted
Products in such territory were for Opt-Out NP Indications, then, in such event
BMS’ royalty obligation under this Section 6.6.1(a)(iii) shall be reduced to [ * ] on such Net Sales thereafter from
such Non-Co-Promoted Products that are attributable to such Opt-Out NP
Indications.


b.         In the event that
there are Opt-Out NP Indications and 6.6.1(a)(ii) or (iii) applies for a given
Year, then the total royalty paid to Medarex under Section 6.6.1 shall be based
on a weighted average of Net Sales attributable to the Opt-Out NP Indications
and those attributable to other Indications. 
By way of example, if the total Net Sales for Non-Co-Promoted Products
in a Year is [ * ] and if [ * ] of such amount represents Net Sales
for use in Opt-Out NP Indications, then the total royalty payable to Medarex
for such Year shall be [ * ].  Net Sales attributable to the Opt-Out NP
Indications shall be determined as the Parties, through the JCC or JEC, may
agree or, in the event the JCC and the JEC are not able to agree, as an Expert
shall 






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 4
 









determine as set forth in Section 16.2 following compliance with
Sections 2.7.3(c) and 16.1.1.


6.6.2       Japan.  BMS
shall pay Medarex a royalty on annual Net Sales aggregated across all Products
and MDX-1379 sold in Japan in a given Year equal to:


a.         [ * ];


b.         [ * ]; and


c.         [
* ].


6.6.3       Rest of the
World.  BMS shall pay Medarex a royalty on
annual Net Sales aggregated across all Products and MDX-1379 sold in the
Royalty Territory (other than Japan) in a given Year equal to:


a.         [ * ];


b.         [ * ]; and


c.         [ * ].


6.6.4       Proration. 
The royalty thresholds set forth in this Section 6.6 shall not be
pro-rated for any partial calendar Years, except for the last year of the
Royalty Term with respect to a given Product or MDX-1379, as applicable.”


5.             The last two
sentences of Section 6.7.1(a) are deleted in their entireties and replaced with the
following:


“If, for example,
sales for a Generic Product in a given year in France are greater than [ * ], but less than or equal to [ * ], of the sum of the entire market in
France, the royalty reduction for France will be subject to clause (B) above
and calculated as follows:  If total net
sales in France equal [ * ] and
total net sales in the Royalty Territory (other than Japan) equal [ * ] in a given year, the weighted average
royalty for the Royalty Territory (other than Japan), will be calculated as
follows:  [ * ].  Thus, the total
royalty reduction in the Royalty Territory (other than Japan) is calculated as
follows:  [ * ].”


6.             Notwithstanding
anything to the contrary, Sections 1, 2, 3, 4 and 5 of this Amendment shall be
effective, on a Product-by-Product and country-by-country basis, only for so
long as the manufacture (including formulating, purifying, expressing, recovering,
and secreting), use, or sale of a Product would infringe, but for the license
granted from Pfizer to Medarex under the Cross License, any Valid Claim of a
Pfizer Manufacturing Patent (defined below), including a Product manufactured
in a country where such 






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 5
 









manufacture would
infringe, but for the license from Pfizer to Medarex under the Cross License,
such Valid Claim, even though such Product may be sold in a country where such
Product is not covered by such Valid Claim. 
For purposes of this Amendment, “Pfizer Manufacturing Patent” means any
patent Controlled by Pfizer or its Affiliates licensed to Medarex under the
Cross License, as amended, that claims any methods of making (including
manufacturing, formulating, purifying, expressing, recovering, and secreting),
or that claims any nucleic acid sequence, host cell, or other composition of
matter used for making (including manufacturing, formulating, purifying,
expressing, recovering, and secreting), including [ * ],
and any foreign equivalents thereof.


7.             BMS hereby
consents, in accordance with Section 6.7.3(a) of the Agreement, to Medarex’s
amendment of the Cross License, effective as of the Amendment Effective
Date, in the
form attached hereto as Exhibit A to this Amendment.


8.             Each
Party hereby represents and warrants to the other Party, as of the Amendment
Effective Date, that:


(i)            it
has full corporate power and authority under the laws of the state or country
of its incorporation to enter into this Amendment and to carry out the
provisions hereunder, and the individual signing below on its behalf is fully
authorized to do so by all requisite corporate action;


(ii)           it
has secured or obtained all necessary consents and approvals of all
governmental authorities, Regulatory Authorities and other Persons required to
be obtained by it to enter into and to perform this Amendment;


(iii)          this Amendment is a legal and valid
obligation binding upon it and is enforceable in accordance with its terms; and


(iv)          the
execution, delivery and performance of this Amendment by it does not conflict
with any agreement, oral or written, to which it is a party or by which it may
be bound, nor violate any law, decree or regulation of any court by which it
may be bound.


9.             This
Amendment amends the terms of the Agreement and is deemed incorporated into,
and governed by all other terms of, the Agreement.  Except as expressly amended hereby, the
Agreement is not amended, modified or affected by this Amendment, and the
Agreement and the rights and obligations of the Parties thereunder remain in
full force and effect in all respects.


10.          All
capitalized terms used but not defined in this Amendment shall have the
meanings ascribed to them in the Agreement.






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 6
 









11.          The
provisions set forth in Article 17 of the Agreement are hereby incorporated by
reference herein as if such provisions were fully set forth in this Amendment.


{The next
page is the signature page.}






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 7
 









IN WITNESS WHEREOF, the Parties have executed this
Amendment in duplicate originals by their proper officers.


	
  Bristol-Myers Squibb
  Company 

  	
   

  	
  Medarex, Inc. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Elliott
  Sigal, M.D., Ph.D. 

  	
   

  	
   

  	
  By: 

  	
  /s/ Ronald Pepin, Ph.D. 

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: Executive
  Vice President and Chief 

  Scientific Officer, Research and 

  Development

  	
   

  	
  Title: Senior Vice President, Business 

  Development

  
							



 






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 8
 









EXHIBIT A


Form of
Amendment to Medarex-Pfizer Cross-License


{This Exhibit A
has been filed separately as an exhibit to the Registrant’s Quarterly 

Report on Form 10-Q for the period ended June 30, 2007, in executed form.}






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



 9