**Exhibit 10.84**

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**ABGENIX, INC.**

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**AMENDED AND RESTATEDCHANGE OF CONTROL SEVERANCE AGREEMENT**

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This Change of Control Severance Agreement (the “Agreement”) is madeand entered into effective as of April 24, 2003 (the “Effective Date”), by andbetween Raymond M. Withy, Ph.D. (the “Employee”) and Abgenix, Inc., a Delawarecorporation (the “Company”).  Certaincapitalized terms used in this Agreement are defined in Section 1 below.

 

R E C I T A L S

 

A.            It is expected thatthe Company from time to time will consider the possibility of a Change ofControl.  The Board of Directors of theCompany (the “Board”) recognizes that such consideration can be a distractionto the Employee and can cause the Employee to consider alternative employmentopportunities.

 

B.            The Board believesthat it is in the best interests of the Company and its shareholders to providethe Employee with an incentive to continue his employment and to maximize thevalue of the Company upon a Change of Control for the benefit of itsshareholders.

 

C.            In order to providethe Employee with enhanced financial security and sufficient encouragement toremain with the Company notwithstanding the possibility of a Change of Control,the Board believes that it is imperative to provide the Employee with certain severancebenefits upon the Employee’s termination of employment following a Change ofControl.

 

D.            Dr. Withy succeededMr. Greer as Chief Executive Officer of the Company in 2002 and the Boardbelieves that the Change of Control Severance Agreement between Dr. Withy andthe Company, dated July 1, 1999, should be amended to reflect Dr. Withy’scurrent position by extending the Compensation Continuation Period.

 

AGREEMENT

 

In consideration of the mutual covenants herein contained and thecontinued employment of Employee by the Company, the parties agree as follows:

 

# 1.             Definitionof Terms.  The following termsreferred to in this Agreement shall have the following meanings:

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## (a)           Cause.  “Cause” shall mean (i) any act ofpersonal dishonesty taken by the Employee in connection with hisresponsibilities as an employee which is intended to result in substantialpersonal enrichment of the Employee, (ii) Employee’s conviction of afelony which the Board reasonably believes has had or will have a material detrimentaleffect on the Company’s reputation or business, (iii) a willful act by theEmployee which constitutes misconduct and is injurious to the Company, and(iv) continued willful violations by the Employee of the Employee’sobligations to the Company after there has been delivered to the Employee awritten demand for

 

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##  performance from the Company which describesthe basis for the Company’s belief that the Employee has not substantiallyperformed his duties.

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## (b)           Changeof Control.  “Change of Control”shall mean the occurrence of any of the following events:

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### (i)              the approval by shareholders ofthe Company of a merger or consolidation of the Company with any othercorporation, other than a merger or consolidation which would result in thevoting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) more than fifty percent (50%)of the total voting power represented by the voting securities of the Companyor such surviving entity outstanding immediately after such merger orconsolidation;

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### (ii)             any approval by the shareholders ofthe Company of a plan of complete liquidation of the Company or an agreementfor the sale or disposition by the Company of all or substantially all of theCompany’s assets;

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### (iii)            any “person” (as such term is usedin Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended) becoming the “beneficial owner” (as defined in Rule 13d-3 undersaid Act), directly or indirectly, of securities of the Company representing50% or more of the total voting power represented by the Company’s thenoutstanding voting securities; or

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### (iv)            a change in the composition of theBoard, as a result of which fewer than a majority of the directors areIncumbent Directors.  “IncumbentDirectors” shall mean directors who either (A) are directors of theCompany as of the date hereof, or (B) are elected, or nominated forelection, to the Board with the affirmative votes of at least a majority ofthose directors whose election or nomination was not in connection with anytransaction described in subsections (i), (ii) or (iii) or in connectionwith an actual or threatened proxy contest relating to the election of directorsof the Company.

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## (c)           CompensationContinuation Period.  “CompensationContinuation Period” shall mean the period of time commencing with terminationof the Employee’s employment as a result of Involuntary Termination at any timewithin twenty four (24) months after a Change of Control and ending with thedate twenty-four (24) months following the date of the Employee’s termination.

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## (d)           InvoluntaryTermination.  “InvoluntaryTermination” shall mean (i) without the Employee’s express writtenconsent, a significant reduction of the Employee’s duties, position orresponsibilities relative to the Employee’s duties, position orresponsibilities in effect immediately prior to such reduction, or the removalof the Employee from such position, duties and responsibilities, unless theEmployee is provided with comparable duties, position  and responsibilities;(ii) without the Employee’s express written consent, a substantial reduction,without good business reasons, of the facilities and perquisites (includingoffice space and location) available to the Employee immediately prior to suchreduction; (iii) a reduction by the Company of the Employee’s base salaryor target bonus as in effect immediately prior to such reduction; (iv) amaterial reduction by the Company in the kind or level of employee benefits towhich the Employee

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## isentitled immediately prior to such reduction with the result that theEmployee’s overall benefits package is significantly reduced; (v) withoutthe Employee’s express written consent, the relocation of the Employee to afacility or a location more than thirty-five (35) miles from his currentlocation; (vi) any purported termination of the Employee by the Companywhich is not effected for Cause or for which the grounds relied upon are notvalid; or (vii) the failure of the Company to obtain the assumption ofthis Agreement by any successors contemplated in Section 6 below.

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# 2.             Termof Agreement.  This Agreement shallterminate upon the date that all obligations of the parties hereto under thisAgreement have been satisfied.

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# 3.             At-WillEmployment.  The Company and theEmployee acknowledge that the Employee’s employment is and shall continue to beat-will, as defined under applicable law. If the Employee’s employment terminates for any reason, the Employeeshall not be entitled to any payments, benefits, damages, awards orcompensation other than as provided by this Agreement, or as may otherwise beestablished under the Company’s then existing employee benefit plans orpolicies at the time of termination.

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# 4.             Changeof Control and Severance Benefits.

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## (a)           TerminationFollowing A Change of Control.

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### (i)              Severance Payments.  If the Employee’s employment with theCompany terminates as a result of an Involuntary Termination at any time withintwenty four (24) months after a Change of Control, then the Employee shall beentitled to receive continuing payments of severance pay during theCompensation Continuation Period at a rate equal to one hundred (100)% of theEmployee’s base salary and target bonus (as in effect immediately prior to theChange of Control).  Such severancepayments shall be paid bi-weekly in accordance with the Company’s normal payrollpractices. In addition, during the Compensation Continuation Period, theCompany shall continue to make available to the Employee and Employee’s spouseand dependents covered under any group health plans or life insurance plans ofthe Company on the date of such termination of employment, all group health,life and other similar insurance plans in which Employee or such CoveredDependents participate on the date of the Employee’s termination.

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### (ii)             Option Acceleration.  If the Employee’s employment with theCompany terminates as a result of an Involuntary Termination at any time withintwenty four (24) months after a Change of Control, then each option granted tothe Employee by the Company (the “Options”) shall immediately become vested andexercisable in full.

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### (iii)            Other Termination.  If the Employee’s employment with theCompany terminates other than as a result of an Involuntary Termination at anytime within twenty four (24) months after a Change of Control, then theEmployee shall not be entitled to receive severance or other benefits hereunder,but may be eligible for those benefits (if any) as may then be establishedunder the Company’s then existing severance and benefits plans and policies atthe time of such termination.

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## (b)           TerminationApart from a Change of Control.  Ifthe Employee’s employment with the Company terminates for any or no reasonother than within twenty four (24) months following a Change of Control, thenthe Employee shall not be entitled to receive severance or other

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## benefitshereunder, but may be eligible for those benefits (if any) as may then beestablished under the Company’s then existing severance and benefits plans andpolicies at the time of such termination.

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## (c)           AccruedWages and Vacation; Expenses.  Withoutregard to the reason for, or the timing of, Employee’s termination ofemployment:  (i) the Company shallpay the Employee any unpaid base salary due for periods prior to the date oftermination; (ii) the Company shall pay the Employee all of the Employee’saccrued and unused vacation through the date of termination; and(iii) following submission of proper expense reports by the Employee, theCompany shall reimburse the Employee for all expenses reasonably andnecessarily incurred by the Employee in connection with the business of theCompany prior to the date of termination. These payments shall be made promptly upon termination and within theperiod of time mandated by law.

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# 5.             GoldenParachute Excise Tax Gross-Up.  Inthe event that the severance and other benefits provided for in this Agreementor otherwise payable to Employee constitute “excess parachute payments” withinthe meaning of Section 280G of the Internal Revenue Code of 1986, as amended(the “Code”), and will be subject to the excise tax imposed by Section 4999 ofthe Code (the “Excise Tax”), then Employee shall receive (i) a paymentfrom the Company sufficient to pay the Excise Tax, and (ii) an additionalpayment from the Company sufficient to pay the Excise Tax arising from thepayments made by the Company to Employee pursuant to this sentence.  Unless the Company and Employee otherwiseagree in writing, the determination of Employee’s Excise Tax liability and theamount required to be paid under this Section 5 shall be made in writingby the Company’s independent public accountants (the “Accountants”).  In the event that the Excise Tax incurred byEmployee is determined by the Internal Revenue Service to be greater or lesserthan the amount determined by the Accountants, the Company and Employee agreeto promptly make such additional payment, including interest and any taxpenalties, to the other party as the Accountants reasonably determine isappropriate to ensure that the net economic effect to Employee under thisSection 5, on an after-tax basis, is as if the Excise Tax did not apply toEmployee.  For purposes of making thecalculations required by this Section 5, the Accountants may makereasonable assumptions and approximations concerning applicable taxes and mayrely on reasonable, good faith interpretations of the Code.  The Company and Employee shall furnish tothe Accountants such information and documents as the Accountants mayreasonably request in order to make a determination under this Section.  The Company shall bear all costs theAccountants may reasonably incur in connection with any calculationscontemplated by this Section 5.

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                The gross-up payment to which Employee is entitledhereunder shall be paid by the Company to Employee, in cash and in full, notlater than thirty (30) calendar days following the date Employee becomessubject to the Excise Tax.

 

# 6.             Successors.

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## (a)           Company’sSuccessors.  Any successor to theCompany (whether direct or indirect and whether by purchase, lease, merger,consolidation, liquidation or otherwise) to all or substantially all of theCompany’s business and/or assets shall assume the Company’s obligations underthis Agreement and agree expressly to perform the Company’s obligations underthis Agreement in the same manner and to the same extent as the Company wouldbe required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, theterm

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## “Company”shall include any successor to the Company’s business and/or assets whichexecutes and delivers the assumption agreement described in thissubsection (a) or which becomes bound by the terms of this Agreement byoperation of law.

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## (b)           Employee’sSuccessors.    Without the writtenconsent of the Company, Employee shall not assign or transfer this Agreement orany right or obligation under this Agreement to any other person or entity.Notwithstanding the foregoing, the terms of this Agreement and all rights ofEmployee hereunder shall inure to the benefit of, and be enforceable by,Employee’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.

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# 7.             Notices.

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## (a)           General.  Notices and all other communicationscontemplated by this Agreement shall be in writing and shall be deemed to havebeen duly given when personally delivered or when mailed by U.S. registered orcertified mail, return receipt requested and postage prepaid.  In the case of the Employee, mailed noticesshall be addressed to him at the home address that he most recentlycommunicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to itscorporate headquarters, and all notices shall be directed to the attention ofits Secretary.

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## (b)           Noticeof Termination.  Any termination bythe Company for Cause or by the Employee as a result of a voluntary resignationor an Involuntary Termination shall be communicated by a notice of terminationto the other party hereto given in accordance with this Section.  Such notice shall indicate the specifictermination provision in this Agreement relied upon, shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination under the provision so indicated. The failure by the Employee to include in the notice any fact orcircumstance which contributes to a showing of Involuntary Termination shallnot waive any right of the Employee hereunder or preclude the Employee fromasserting such fact or circumstance in enforcing his rights hereunder.

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# 8.             Arbitration.

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## (a)           Exceptas provided in Section 8(d) below, any dispute or controversy arising outof, relating to, or in connection with this Agreement, or the interpretation,validity, construction, performance, breach, or termination thereof, shall besettled by binding arbitration to be held in Palo Alto, California, inaccordance with the National Rules for the Resolution of Employment Disputesthen in effect of the American Arbitration Association (the “Rules”).  The arbitrator may grant injunctions orother relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding onthe parties to the arbitration.  Judgmentmay be entered on the arbitrator’s decision in any court having jurisdiction.

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## (b)           Thearbitrator(s) shall apply California law to the merits of any dispute or claim,without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration lawand by the Rules, without reference to state arbitration law.  Employee hereby consents to the personaljurisdiction of the state and federal courts located in California for any 

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## actionor proceeding arising from or relating to this Agreement or relating to anyarbitration in which the parties are participants.

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## (c)           Employeeunderstands that nothing in this Section modifies Employee’s at-will employmentstatus.  Either Employee or the Companycan terminate the employment relationship at any time, with or without cause.

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## (d)           EMPLOYEEHAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.  EMPLOYEE UNDERSTANDS THAT SUBMITTING ANYCLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, ORTHE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATIONTHEREOF TO BINDING ARBITRATION TO THE EXTENT PERMITTED BY LAW, AND THAT THISARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL ANDRELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THEEMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWINGCLAIMS:

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### (i)              ANY AND ALL CLAIMS FOR WRONGFULDISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACHOF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED;NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT ORINTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITHCONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

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### (ii)             ANY AND ALL CLAIMS FOR VIOLATION OFANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLEVII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGEDISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACTOF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT ANDHOUSING ACT, AND LABOR CODE SECTION 201, *et seq*;

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### (iii)            ANY AND ALL CLAIMS ARISING OUT OFANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENTDISCRIMINATION.

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# 9.             Miscellaneous Provisions.

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## (a)           NoDuty to Mitigate.  The Employeeshall not be required to mitigate the amount of any payment contemplated bythis Agreement, nor shall any such payment be reduced by any earnings that theEmployee may receive from any other source.

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## (b)           Waiver.  No provision of this Agreement may bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by the Employee and by an authorized officer ofthe Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, anycondition or provision of this Agreement by

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## theother party shall be considered a waiver of any other condition or provision orof the same condition or provision at another time.

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## (c)           Integration.  This Agreement and the stock optionagreements representing the Options represent the entire agreement andunderstanding between the parties as to the subject matter herein and supersedeall prior or contemporaneous agreements, whether written or oral, including theChange of Control Severance Agreement between Dr. Withy and the Company, datedJuly 1, 1999.

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## (d)           Choiceof Law.  The validity,interpretation, construction and performance of this Agreement shall begoverned by the internal substantive laws, but not the conflicts of law rules,of the State of California.

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## (e)           Severability.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision hereof, which shall remain in full forceand effect.

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## (f)            EmploymentTaxes.  All payments made pursuantto this Agreement shall be subject to withholding of applicable income andemployment taxes.

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## (g)           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, inthe case of the Company by its duly authorized officer, as of the day and yearfirst above written.

 
| COMPANY:  |   | **ABGENIX, INC.**            |
|-----------|--------|------------------------------|
|      |   |                         |
|      |   | By:                          | /s/ R. Scott Greer |
|      |   |                         |   |
|      |   | Title:                       | Chairman |
|      |   |                         |
|      |   |                         |
| EMPLOYEE: |   | **RAYMOND  M. WITHY, PH.D.** |
|      |   |                         |   |
|      |   |                         |   |
|      |   | /s/  Raymond M. Withy        |
|           |        |                              |  |  |  |

 

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