Exhibit 10.3


ORPHAN DRUG EXCLUSIVITY WAIVER AGREEMENT


THIS ORPHAN DRUG EXCLUSIVITY WAIVER AGREEMENT (the “Agreement”) is
entered into as of April 25, 2007 (the “Effective Date”)
by and between Pfizer Inc, a Delaware corporation having an office at 235 East
42nd Street, New York, New York 10017 (“Pfizer”), Bristol-Myers Squibb Company, a Delaware
corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”) and Medarex, Inc., a New Jersey corporation with a
business address at 707 State Road, Princeton, NJ 08540 (“Medarex”).  Pfizer, BMS and Medarex each may be referred
to herein individually as a “Party” or
collectively as the “Parties.”


RECITALS


WHEREAS, BMS
and Pfizer are entering into the BMS-Pfizer License Agreement (as defined
below) concurrently with this Agreement; and


WHEREAS,
Medarex and Pfizer are entering into an amendment to the Medarex-Pfizer Cross
License Agreement (as defined below) concurrently with this Agreement.


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


1.             Definitions.


The terms in this Agreement with initial letters capitalized, whether
used in the singular or the plural, shall have the meaning set forth below or,
if not listed below, the meaning designated in places throughout this
Agreement.


“Act”
means, collectively, the Public Health Service Act and the United States Food,
Drug, and Cosmetic Act, as amended.


“Affiliate”
of a Person means any other Person that (directly or indirectly) is controlled
by, controls or is under common control with such Person.  For the purposes of this definition, the term
“control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”) as used with respect to a Person, means the possession,
directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.


“Antibody” means
any antibody, or fragment thereof, that targets and binds directly to CTLA4,
and that has antagonistic activity against (or otherwise blocks the
immunosuppressive signaling of) CTLA4.


“BMS/Medarex Antibody” means an Antibody derived from a BMS/Medarex Program.  BMS/Medarex Antibody includes the antibody known as
ipilimumab (also known as MDX-010). 
Notwithstanding the foregoing, BMS/Medarex Antibody shall not include
any Antibody being developed or commercialized by Pfizer or its Affiliates
pursuant to a Pfizer Program, including the Antibody known as CP-675,206.


“BMS/Medarex Product” means any product made, imported, used, sold or offered for sale by
BMS and/or Medarex, their respective Affiliates or their respective
sublicensees that includes a BMS/Medarex 



 1
 









Antibody
as an active ingredient, whether alone or in combination with one or more
additional compositions of matter. 
Notwithstanding the foregoing, BMS/Medarex Product shall not include any
Antibody being developed or commercialized by Pfizer or its Affiliates  pursuant to a Pfizer Program, including the Antibody known
as CP-675,206.


“BMS/Medarex Program” means a program conducted by BMS and/or
Medarex focused on the research and/or development of one or more Antibodies.


“BMS-Pfizer License Agreement” means that certain License Agreement relating to certain CTLA4 patent
rights entered into between BMS and Pfizer concurrently with this Agreement.


“Change of Control” means, with respect to a Party, any sale of voting securities or sale
of assets (whether by sale, merger, consolidation, share exchange or otherwise)
which results in (i) the acquisition by a Third Party of over fifty percent (50%)
of the assets of a Party, or (ii) a Third Party becoming the beneficial owner,
directly or indirectly, of over fifty percent (50%) of those outstanding securities
of a Party entitled to vote for the election of directors of such Party.


“CTLA4” means human cytotoxic T-lymphocyte antigen
4.


“Drug
Approval Application” means
(i) a Biologics License Application or a New Drug Application, as defined in the Act, and the regulations
promulgated thereunder, or (ii) any corresponding foreign application in or
with respect to the European Union, including a Marketing Authorization
Application filed with the EMEA pursuant to the centralized approval procedure
or with the applicable regulatory authority of a country in the European Union
with respect to the mutual recognition or any other national approval
procedure, or (iii) any corresponding foreign application in or with respect to
Japan, including a Japanese New Drug Application filed with the Japan Ministry
of Health, or (iv) any corresponding application in or with respect to any
other country that is required by the country’s Regulatory Authority or other
applicable health authority to obtain marketing approval for a pharmaceutical
product.


“Medarex-BMS Collaboration Agreement” means that certain Collaboration and Co-Promotion
Agreement made as of November 7, 2004 between Medarex and BMS, as amended.


“Medarex-Pfizer Cross License Agreement” means that certain cross-license agreement
entered into by Pfizer and Medarex as of September 15, 2004, as amended.


“Orphan Drug Exclusivity” means any non-patent exclusivity or designation granted by a
Regulatory Authority or other applicable health authority in conjunction with
the approval of a Drug Approval Application for a product, which exclusivity or
designation is based on the product being approved for a rare disease or
condition that has been designated or
otherwise recognized by the Regulatory Authority or other applicable health
authority as an orphan disease or rare condition, and/or where such
Regulatory Authority or other applicable health authority will not accept or
will not finally approve a second Drug Approval Application for the same or
similar drug for the same indication(s) which is covered by such exclusivity or
designation.  “Orphan Drug Exclusivity”
includes orphan drug designation and exclusivity granted by the FDA pursuant to
the Orphan Drug Act (as amended) and the corresponding designations and
exclusivity based on the treatment of a rare disease or condition available in
other countries, regions or markets in the world.


“Person” means any individual, partnership, joint
venture, corporation, limited liability company, trust, unincorporated
organization, government or department or agency of a government or other
entity.


“Pfizer Antibody” means an Antibody
derived from a Pfizer Program.  Pfizer Antibody includes the antibody
known as CP-675,206. 
Notwithstanding the foregoing, Pfizer Antibody shall not include any 



 2
 









Antibody
being developed or commercialized by BMS or its Affiliates or by Medarex or its
Affiliates pursuant to a BMS/Medarex Program, including the Antibody known as
ipilimumab (also known as MDX-010).


“Pfizer Product”
means any product made, imported, used, sold or offered for sale by Pfizer or
its Affiliates or their respective sublicensees that includes a Pfizer Antibody
as an active ingredient, whether alone or in combination with one or more
additional compositions of matter. 
Notwithstanding the foregoing, Pfizer Product shall not include any
Antibody being developed or commercialized by BMS or its Affiliates or by
Medarex or its Affiliates pursuant to a BMS/Medarex Program, including the
Antibody known as ipilimumab (also known as MDX-010).


“Pfizer Program” means a program conducted by Pfizer focused
on the research and/or development of one or more Antibodies.


“Regulatory Authority” means any governmental authority, including the United States Food and
Drug Administration (the “FDA”), the
European Regulatory Authority known as the European Medicines Agency (the “EMEA”) and the Japanese Ministry of Health and Welfare, or
any successor agency of any of the foregoing, that has responsibility for
granting any licenses or approvals or granting pricing and/or reimbursement
approvals necessary for the marketing and sale of a product in any country.


“Third Party” means any Person other than (i) BMS, (ii)
Pfizer, (iii) Medarex or (iv) any Affiliate of any of BMS, Pfizer or Medarex.


2.             Orphan Drug Exclusivity Waivers.


2.1           Should Pfizer obtain Orphan Drug Exclusivity
for a Pfizer Product in the U.S., Europe, Japan or any other country, region or
market in the world (each, a “Market”), and BMS and/or Medarex reasonably
believes that such Orphan Drug Exclusivity could block a BMS and/or Medarex
submission or approval of a Drug
Approval Application for a BMS/Medarex Product, or otherwise block
commercialization of a BMS/Medarex Product, then BMS and/or Medarex shall have
the right to provide Pfizer with written notice thereof, which notice shall
include a detailed explanation of its rationale for such belief.  Upon receipt of such notice, Pfizer shall
promptly waive such Orphan Drug Exclusivity so as to assure that such Orphan
Drug Exclusivity will not block such submission, approval or commercialization
of such BMS/Medarex Product and, if such waiver is not available, or if such
waiver is not sufficient to assure that such Orphan Drug Exclusivity will not
block such submission, approval or commercialization of such BMS/Medarex
Product, in a particular Market, then Pfizer shall use commercially reasonable
efforts to take all necessary steps (including all necessary steps reasonably
requested by BMS and/or Medarex) to assure that such Orphan Drug Exclusivity
will not block such submission, approval or commercialization of such
BMS/Medarex Product in such Market. 
Pfizer shall provide all waivers or other documents as may be required
by the relevant Regulatory Authority(s) (or other applicable health authority)
or otherwise reasonably requested by BMS or Medarex to meet the obligations of
Pfizer under this Section. Pfizer shall designate an employee to receive all
notices and communications and to manage its responsibilities under this
Section.


2.2           Should BMS and/or Medarex obtain Orphan
Drug Exclusivity for a BMS/Medarex Product in the U.S., Europe, Japan or any other Market, and Pfizer reasonably
believes that such Orphan Drug Exclusivity could block a Pfizer submission or
approval of a Drug Approval Application for a Pfizer Product, or
otherwise block commercialization of a Pfizer Product, then Pfizer shall have the
right to provide BMS (or Medarex, as applicable) with written notice thereof,
which notice shall include a detailed explanation of its rationale for such
belief.  Upon receipt of such notice, BMS
(or Medarex, as applicable) shall promptly waive such Orphan Drug Exclusivity
so as to assure that such Orphan Drug Exclusivity will not block such
submission, approval or commercialization of such Pfizer Product and, if such
waiver is not available, or if such waiver is not sufficient to assure that
such Orphan Drug Exclusivity will not block such submission, 



 3
 









approval or
commercialization of such Pfizer Product, in a particular Market, then BMS (or Medarex,
as applicable) shall use commercially reasonable efforts to take all necessary
steps (including all necessary steps reasonably requested by Pfizer) to assure
that such Orphan Drug Exclusivity will not block such submission, approval or
commercialization of such Pfizer Product in such Market.  BMS (or Medarex, as applicable) shall provide
all waivers or other documents as may be required by the relevant Regulatory
Authority(s) (or other applicable health authority) or otherwise reasonably
requested by Pfizer to meet the obligations of BMS and Medarex under this
Section.  BMS (or Medarex, as applicable)
shall designate an employee to receive all notices and communications and to
manage its responsibilities under this Section.


2.3           Pfizer shall not assert or otherwise
represent to any Regulatory Authority in a Market that any Pfizer Product or
the approval thereof should block a BMS and/or Medarex submission or approval
of a Drug Approval Application for, or otherwise block commercialization of, a
BMS/Medarex Product in such Market under the applicable Orphan Drug Exclusivity
laws and/or regulations.  Neither Medarex
nor BMS shall assert or otherwise represent to any Regulatory Authority in a
Market that any BMS/Medarex Product or the approval thereof should block a
Pfizer submission or approval of a Drug Approval Application for, or otherwise
block commercialization of, a Pfizer Product in such Market under the
applicable Orphan Drug Exclusivity laws and/or regulations.


2.4           Right to Grant Sublicenses.


2.4.1        The rights and obligations of Pfizer under
this Article 2 shall be sublicensable only as part of an exclusive license to a
Third Party of development and/or commercialization rights to a specific Pfizer
Antibody or Pfizer Product, provided that:
(i) the sublicensee has agreed first in writing to be bound by the terms and
conditions of this Agreement in the same manner as Pfizer, (ii) BMS and Medarex
are made express third party beneficiaries of the sublicensee’s obligations
under such sublicense agreement that relate to compliance with the terms and
conditions of this Agreement, (iii) any sublicense shall not be further
sublicensable or sublicensed by the sublicensee, and (iv) Pfizer shall remain
primarily responsible to BMS and Medarex for all acts performed (or not
performed, as the case may be) by the sublicensee pursuant to any such
sublicense as such acts relate to this Agreement.  A copy of the sublicense agreement shall be
provided to BMS and Medarex promptly after execution (with terms not relating
to this Agreement redacted).  Pfizer
shall remain jointly and severally liable with any such sublicensee for any
failure by such sublicensee to perform or observe the terms and conditions of
this Agreement.  Any such exclusive
license to a Third Party of development and/or commercialization rights to a
specific Pfizer Antibody or Pfizer Product shall be required to include, and
shall only be granted with, a sublicense to such Third Party of Pfizer’s rights,
and such Third Party’s assumption of Pfizer’s obligations, under this Article
2, in accordance with the foregoing.


2.4.2        The rights and obligations of BMS and/orMedarex
under this Article 2 shall be sublicensable only as part of an exclusive
license to a Third Party of development and/or commercialization rights to a
specific BMS/Medarex Antibody or BMS/Medarex Product, provided
that: (i) the sublicensee has agreed first in writing to be bound by the terms
and conditions of this Agreement in the same manner as BMS and/or Medarex, (ii)
Pfizer is made an express third party beneficiary of the sublicensee’s
obligations under such sublicense agreement that relate to compliance with the
terms and conditions of this Agreement, (iii) any sublicense shall not be
further sublicensable or sublicensed by the sublicensee, and (iv) BMS and/or Medarex
shall remain primarily responsible to Pfizer for all acts performed (or not performed,
as the case may be) by the sublicensee pursuant to any such sublicense as such
acts relate to this Agreement.  A copy of
the sublicense agreement shall be provided to Pfizer promptly after execution
(with terms not relating to this Agreement redacted).  BMS and/or Medarex shall remain jointly and
severally liable with any such sublicensee for any failure by such sublicensee
to perform or observe the terms and conditions of this Agreement.  Any such exclusive license to a Third Party
of development and/or commercialization rights to a specific BMS/Medarex
Antibody or BMS/Medarex Product shall be required to include, and shall only be
granted with, a sublicense to such Third Party of BMS’s and/or Medarex’s rights,
and such Third Party’s assumption of BMS’s and/or Medarex’s obligations, under
this Article 2, in accordance with the foregoing.



 4
 









2.5           No Implied Licenses. 
Except as specifically and expressly set forth herein, no rights or
licenses, express or implied, are granted by a Party to any other Party under
this Agreement.


3.             Confidentiality.


3.1           Treatment of Confidential Information.  The
Parties shall limit their cooperation and sharing of confidential information
under this Agreement solely to information required in order to carry out the
terms and objectives of this Agreement, and shall not otherwise be obligated to
cooperate or share confidential information relating to their respective Antibody
programs with each other.  Unless
required by law, each Party shall maintain all information of the other Parties
and their respective Affiliates in confidence, including the existence and
terms and conditions of this Agreement, and shall not disclose, divulge or
otherwise communicate such information to others, or use it for any purpose,
except pursuant to, and in order to carry out, the terms and objectives of this
Agreement, and hereby agrees to exercise every reasonable precaution to prevent
and restrain the unauthorized disclosure or use of such information by any of
its Affiliates, directors, officers, employees, consultants, subcontractors, licensees
or agents.


3.1           Separate Programs.  This
Agreement does not imply or require that the Parties share any technical
information relating to their respective Antibody programs with each other, and
the Parties intend to restrict their communications and cooperation under this
Agreement to matters directly relating to the Parties’ rights hereunder.


4.             Term and Termination; Remedies for Breach.


4.1           Term.  This Agreement shall continue
in effect following the Effective Date for a period of 15 years unless and
until terminated in accordance with this Article 4.


4.2           Termination for Breach. 
Pfizer shall have the right to terminate this Agreement if BMS or
Medarex breaches or defaults with respect to a material obligation under this
Agreement, and fails to cure such default or breach within sixty (60) days
after written notice from Pfizer to BMS and Medarex specifying the nature of
such default or breach; provided however,
that all rights of Pfizer under Article 2 shall survive such termination,
including any waivers granted by BMS or Medarex to Pfizer pursuant to Article 2
prior to such termination.  BMS and
Medarex (collectively, but not individually) shall have the right to terminate
this Agreement if Pfizer breaches or defaults with respect to a material
obligation under this Agreement, and fails to cure such default or breach
within sixty (60) days after written notice from BMS and Medarex (collectively,
but not individually) to Pfizer specifying the nature of such default or breach;
provided however, that all rights of BMS
and Medarex under Article 2 shall survive such termination, including any
waivers granted by Pfizer to BMS or Medarex pursuant to Article 2 prior to such
termination.  Notwithstanding the foregoing,
(a) if BMS no longer has any rights under the BMS-Pfizer License Agreement (as
a result of termination thereof or otherwise), then Medarex shall have the
individual right to terminate this Agreement pursuant to this Section 4.2 and
(b) if Medarex no longer has any rights under the Medarex-Pfizer Cross-License
Agreement (as a result of termination thereof or otherwise), then BMS shall
have the individual right to terminate this Agreement pursuant to this Section
4.2.


4.3           Termination by BMS.  BMS
shall have right to terminate this Agreement (subject to the prior written
consent of Medarex) upon written notice to Pfizer in the event that the
BMS-Pfizer License Agreement is terminated for any reason by BMS or Pfizer.


4.4           Specific Performance Remedy for Material
Breach of this Agreement.  The Parties hereby agree that if any Party
materially breaches its obligations under Article 2 of this Agreement, and a
court of competent jurisdiction determines that such material breach results in
the blocking of submission or approval of a Drug Approval Application for, or
commercialization of, the applicable BMS/Medarex Product or Pfizer 



 5
 









Product,
then such a breach shall cause each of the non-breaching Parties
irreparable harm, for which monetary damages shall be an inadequate remedy.  In the event of such a breach (and such
determination by a court of competent jurisdiction), any such non-breaching
Party shall be entitled to obtain injunctive relief and specific performance of
such obligations of the breaching Party as a remedy (in addition to and without
limiting other remedies as may be available under this Agreement or at law or
in equity) for such breach, without the posting of a bond or other
security.  The Parties hereby stipulate
that such specific performance remedy is necessary and appropriate and that
other remedies (such as damages) would be an inadequate remedy for such a breach.


5.             Miscellaneous Provisions.


5.1           Medarex-BMS Collaboration Agreement;
Medarex-Pfizer Cross-License Agreement.  This Agreement shall not amend
in any way the rights and obligations of (a) Medarex and BMS under the
Medarex-BMS Collaboration Agreement or (b) Medarex and Pfizer under the
Medarex-Pfizer Cross-License Agreement.


5.2           Representations, Warranties and Covenants.  Each Party hereby represents,
warrants and covenants to the other Parties that: (a)  it has the power and authority and the legal
right to enter into this Agreement and perform its obligations hereunder, and
that it has taken all necessary action on its part required to authorize the
execution and delivery of this Agreement and the performance of its obligations
hereunder; and (b)  this Agreement has
been duly executed and delivered on behalf of such Party and constitutes a
legal, valid and binding obligation of such Party and is enforceable against it
in accordance with its terms.


5.3           Construction. 
Except where the context requires otherwise, whenever used the singular
includes the plural, the plural includes the singular, the use of any gender is
applicable to all genders and the word “or” has the inclusive meaning
represented by the phrase “and/or”. 
Whenever this Agreement refers to a number of days, unless otherwise
specified, such number refers to calendar days. 
The headings of this Agreement are for convenience of reference only and
do not define, describe, extend or limit the scope or intent of this Agreement
or the scope or intent of any provision contained in this Agreement.  The term “including” or “includes” as used in
this Agreement means including, without limiting the generality of any
description preceding such term.  The
wording of this Agreement shall be deemed to be the wording mutually chosen by
the Parties.  Each of the Parties acknowledges and agrees that this
Agreement has been diligently reviewed by and negotiated by and between them,
that in such negotiations each of them has been represented by competent
counsel and that the final agreement contained herein, including the language
whereby it has been expressed, represents the joint efforts of the Parties
hereto and their counsel.  Accordingly,
in interpreting this Agreement or any provision hereof, no presumption shall
apply against any Party hereto as being responsible for the wording or drafting
of this Agreement or any such provision, and ambiguities, if any, in this
Agreement shall not be construed against any Party, irrespective of which Party
may be deemed to have authored the ambiguous provision.


5.4           Publicity.  Except as otherwise required
by law, rule or regulation, no Party shall issue a press release regarding this
Agreement or originate any publicity, news release or other public
announcement, written or oral, relating to this Agreement without the prior written
approval of the other Parties; provided however,
that the Parties agree that disclosures of information for which consent has
been previously obtained shall not require additional approval.  If a public disclosure is required by law,
rule or regulation, the disclosing Party shall provide copies of the disclosure
reasonably in advance of such filing or other disclosure for each of the
nondisclosing Parties’ prior review and comment; provided
however, that no such review and comment shall be required for any
filing with the Securities and Exchange Commission, including on Form 10K or Form
10Q or Form 8K or other similar filing under the Securities Exchange Act of
1934, as amended, or a Registration Statement under the Securities Act of 1933,
as amended; and provided further, that the
disclosing Party agrees to seek confidential treatment for all proprietary and
other commercially-sensitive 



 6
 









provisions
of this Agreement with respect to its SEC filing obligations to the extent
permitted by applicable law.


5.5           No Agency.  Nothing herein shall be deemed
to constitute any Party as the agent or representative of another Party, or the
Parties as joint venturers or partners for any purpose.


5.6           Notice.  Any notice, request, demand,
waiver, consent, approval or other communication permitted or required under
this Agreement shall be in writing, shall refer specifically to this Agreement
and shall be deemed given only if delivered by hand or by nationally recognized
overnight delivery service that maintains records of delivery, addressed to the
Parties at their respective addresses set forth below or to such other address
as the Party to whom notice is to be given may have provided to the other
Parties in accordance with this Section 5.6. 
Such notice shall be deemed to have been given as of the date delivered
by hand or on the third business day (at the place of delivery) after deposit
with a nationally recognized overnight delivery service.


	
  If to Pfizer:

  	
   

  	
  Pfizer Global Research & Development

  
	
   

  	
   

  	
  Vice President, Strategic Alliances

  
	
   

  	
   

  	
  50 Pequot Avenue

  
	
   

  	
   

  	
  New London, CT 06320

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Pfizer Inc

  
	
   

  	
   

  	
  235 East 42nd Street

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pfizer Global Research and Development

  
	
   

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
  50 Pequot Avenue

  
	
   

  	
   

  	
  New London, CT 06320

  
	
   

  	
   

  	
   

  
	
  If to BMS:

  	
   

  	
  Bristol-Myers Squibb Company

  
	
   

  	
   

  	
  Route 206 and Province Line Road

  
	
   

  	
   

  	
  Princeton, NJ 08540-4000

  
	
   

  	
   

  	
  Attn: Vice President, Business Development

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Bristol-Myers Squibb Company

  
	
   

  	
   

  	
  Route 206 and Province Line Road

  
	
   

  	
   

  	
  Princeton, NJ 08540-4000

  
	
   

  	
   

  	
  Attn: Vice
  President and Associate General Counsel - Patents

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bristol-Myers
  Squibb Company

  
	
   

  	
   

  	
  Route 206 and
  Province Line Road

  
	
   

  	
   

  	
  Princeton, NJ
  08540-4000

  
	
   

  	
   

  	
  Attn: Vice
  President and Senior Counsel - Licensing

  




 7
 









 


	
  If to Medarex:

  	
   

  	
  Medarex, Inc.

  
	
  

  	
   

  	
  707 State Road

  
	
   

  	
   

  	
  Princeton, New Jersey 08540-1437

  
	
   

  	
   

  	
  Attention: President

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Medarex, Inc.

  
	
   

  	
   

  	
  707 State Road

  
	
   

  	
   

  	
  Princeton, New Jersey 08540-1437

  
	
   

  	
   

  	
  Attention: General Counsel

  



 


5.7           Assignment.  This Agreement, and the rights
and obligations hereunder, may not be assigned or transferred, in whole or in
part, by any Party without the prior written consent of the other Parties,
except (a) to Affiliates of such Party, provided that
such assigning Party remains liable and responsible for the performance of any
Affiliate to which it assigns the Agreement or any of its rights or obligations
hereunder; (b) in connection with a Change of Control; (c) if Pfizer assigns
all of its assets relating to the Pfizer Products to a Third Party, provided that such Third Party agrees to be bound by the
terms and conditions of this Agreement and, provided further
that Pfizer continues to remain primarily liable for the performance by such
Third Party to which it assigns the Agreement or any of its rights or
obligations thereunder; (d) if BMS assigns all of its assets relating to the BMS/Medarex
Products to a Third Party, provided that
such Third Party agrees to be bound by the terms and conditions of this
Agreement and, provided further that BMS
continues to remain primarily liable for the performance by such Third Party to
which it assigns the Agreement or any of its rights or obligations thereunder;
or (e) if Medarex assigns all of its assets relating to the BMS/Medarex
Products to a Third Party, provided that
such Third Party agrees to be bound by the terms and conditions of this
Agreement and, provided further that Medarex
continues to remain primarily liable for the performance by such Third Party to
which it assigns the Agreement or any of its rights or obligations thereunder.  Any such permitted assignee or successor
agrees to be bound by the terms and conditions of this Agreement.  Without limiting the preceding sentence, all
validly assigned rights of a Party shall inure to the benefit of and be
enforceable by, and all validly delegated obligations of such Party shall be
binding on and be enforceable against, the permitted successors and assigns of
such Party.  Any attempted assignment or
delegation in violation of this Section 5.7 shall be void.


5.8           No
Modification.  This Agreement may be changed only by a
writing signed by authorized representatives of each of the Parties.


5.9           Waiver.  The waiver by any Party of a
breach or a default of any provision of this Agreement by another Party shall
not be construed as a waiver of any succeeding breach of the same of any other
provision, nor shall any delay or omission on the part of any Party to exercise
or avail itself of any right, power or privilege that it has or may have
hereunder operate as a waiver of any right, power or privilege by such Party.


5.10         Severability.  To
the fullest extent permitted by applicable law, the Parties waive any provision
of law that would render any provision in this Agreement invalid, illegal or
unenforceable in any respect.  If any
provision of this Agreement is held to be invalid, illegal or unenforceable, in
any respect, then such provision shall be given no effect by the Parties and
shall not form part of this Agreement. 
To the fullest extent permitted by applicable law and if the rights or
obligations of any Party shall not be materially and adversely affected, all
other provisions of this Agreement shall remain in full force and effect and
the Parties shall use their best efforts to negotiate a provision in
replacement of the provision held invalid, illegal or unenforceable that is
consistent with applicable law and achieves, as nearly as possible, the
original intention of the Parties.


5.11         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.



 8
 









5.12         Governing Law, Jurisdiction and Venue.  This
Agreement shall in all events and for all purposes be governed by, and
construed in accordance with, the laws of the State of New York without regard
to any choice of law principle that would dictate the application of the law of
another jurisdiction.  The Parties hereby
irrevocably and unconditionally consent to the exclusive jurisdiction of the
courts of the State of New York and the United States District Court for the
Southern District of New York for any action, suit or proceeding (other than
appeals therefrom) arising out of or relating to this Agreement, and agree not
to commence any action, suit or proceeding (other than appeals therefrom)
related thereto except in such courts. 
The Parties further hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding (other than
appeals therefrom) arising out of or relating to this Agreement in the courts
of the State of New York or the United States District Court for the Southern
District of New York, and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such action, suit or
proceeding has been brought in an inconvenient forum.  Each Party hereto further agrees that service
of any process, summons, notice or document by U.S. registered mail to its
address set forth in Section 5.6 shall be effective service of process for any
action, suit or proceeding brought against it under this Agreement in any such
court.


5.13         No Consents.  No Party requires any
consents, permissions, waivers or licenses from Third Parties in order to
provide each other with the rights provided for herein or to otherwise satisfy
the terms of this Agreement.


5.14         Further Acts and Instruments.  Upon
request by a Party, the other Parties agree to execute, acknowledge and deliver
such further instruments, and to do all such other acts, as may be reasonably
necessary or appropriate in order to carry out the purposes and intent of this
Agreement.


5.15         Entire Agreement.  This
Agreement and the BMS-Pfizer License Agreement, the Medarex-Pfizer
Cross-License Agreement and the Medarex-BMS Collaboration Agreement, as each is
amended as of the Effective Date, where and to the extent herein referenced,
constitute the entire agreement and
understanding between the Parties as to the subject matter hereof and merges
all prior discussions and negotiations among them, and none of the Parties
shall be bound by any conditions, definitions, warranties, understandings or
representations with respect to such subject matter other than as expressly
provided herein or therein or as duly set forth on or subsequent to the date
hereof in writing and signed by a proper and duly authorized officer or
representative of the Parties to be bound thereby.


*   *   *  
[signature page follows]   *   *   *



 9
 









IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed by their duly authorized representatives.


	
  BRISTOL-MYERS SQUIBB COMPANY

  	
  PFIZER INC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

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

  	
   

  	
  By:

  	
  /s/ John DeYoung

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:  Elliott
  Sigal, M.D., Ph.D.

  	
  Name:

  	
  John DeYoung

  
	
   

  	
   

  	
   

  
	
  Title: Executive
  Vice President and 

  	
  Title:

  	
  Attorney-in-Fact

  
	
  Chief Scientific
  Officer, Research and Development

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MEDAREX,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ronald
  Pepin, Ph.D.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Ronald Pepin,
  Ph.D.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice
  President, Business Development

  	
   

  	
   

  
										



 



 10