**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-Q/A**

**(Amendment No. 1)**

 
| **(Mark  one)**                                        |
|--------------------------------------------------------|
| **ý**                                             | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |
| ** **                                             |
| **For the quarterly period ended March 31, 2004** |
| ** **                                             |
| **OR**                                                 |
| ** **                                             |
| **o**                                                  | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |

 

**For the transition period from        to       .**

 

**Commission file number: 000-24207**

 

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**ABGENIX, INC.**

(Exactname of registrant as specified in its charter)

 
| **Delaware**                                                     | ** ** | **94-3248826**                         |
|------------------------------------------------------------------|------------|----------------------------------------|
| (State  or other jurisdiction of  incorporation or organization) | ** ** | (IRS  employer  Identification number) |
|                                                             | ** ** |                                   |
| **6701 Kaiser Drive, Fremont, CA**                               | ** ** | **94555**                              |
| (Address  of principal executive office)                         | ** ** | (Zip  Code)                            |
| ** **                                                       |
| **(510) 284-6500**                                               |
| (Registrant’s  telephone number, including area code)       |

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Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding in 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý  No o

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act.  Yes ý  No o

 

As of April 30, 2004there were 88,721,364 shares of the Registrant’s Common Stock outstanding.

 

 

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**EXPLANATORY NOTE**

 

This amended quarterlyreport on Form 10-Q/A is being filed to amend Part II, Item 6, of the Company’sForm 10-Q for the period ended March 31, 2004, for the sole purpose ofre-filing Exhibit 10.87.  Exhibit 10.87is being re-filed in response to comments received from the SEC as a result ofthe SEC’s review of the Company’s confidential treatment request coveringcertain portions of Exhibit 10.87.  Noother modifications or changes have been made to Part II, Item 6 or any otherportions of the Company’s Form 10-Q as originally filed.  This amendment to our Form 10-Q does notreflect events occurring after the filing of our original Form 10-Q or modifyor update those disclosures affected by subsequent events.

 

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**PART II.****OTHER INFORMATION**

 

**ITEM 6.****Exhibits and Reports onForm 8-K**

 

                                                (a)                                  Exhibits

 
| **Number** | ** ** | **Description**                                                                                                                                                     |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                |
| 3.1(1)     |       | Amended  and Restated Certificate of Incorporation of Abgenix, as currently in effect.                                                                              |
| 3.2(2)     |       | Amended  and Restated Bylaws of Abgenix, as currently in effect.                                                                                                    |
| 10.87++    |       | Amendment  No. 1 to Collaboration and License Agreement, between Abgenix, Inc. and  AstraZeneca UK Ltd., dated March 19, 2004.                                 |
| 31.1       |       | Certification  of Raymond M. Withy, Ph.D. Pursuant to Rule 13a-14(a), as Adopted Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                   |
| 31.2       |       | Certification  of Barbara Riching Pursuant to Rule 13a-14(a), as Adopted Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                           |
| 32.1       |       | Certification  of Raymond M. Withy, Ph.D. Pursuant to 18 U.S.C. Section 1350, as  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2       |       | Certification  of Barbara Riching Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         |

 

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++                                  Confidential treatment has been requestedfor portions of the exhibit.  Omitted portions have been filed separatelywith the Commission.

 

(1)                                  Incorporated by reference to the sameexhibit filed with Abgenix’s Annual Report on Form 10-K for the year endedDecember 31, 2002.

 

(2)                                  Incorporated by reference to the sameexhibit filed with Abgenix’s Annual Report on Form 10-K for the year endedDecember 31, 2001.

 

                                                (b) Reports on Form 8-K

 

We filed a Form 8-Kon February 24, 2004, furnishing under “Item 12. Disclosure of Results ofOperations and Financial Condition” a press release we issued on that date toreport our financial results for the year ended December 31, 2003.

 

We filed a Form 8-Kon April 27, 2004, furnishing under “Item 12. Disclosure of Results ofOperations and Financial Condition” a press release we issued on that date toreport our financial results for the quarter ended March 31, 2004.

 

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**SIGNATURES**

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: July 21, 2004

 

 
| ** ** | **ABGENIX,  INC.**                              |
|------------|-------------------------------------------------|
| ** ** | (Registrant)                                    |
| ** ** | ** **                                      |
| ** ** | /s/ RAYMOND M. WITHY                            |
| ** ** | Raymond M. Withy, Ph.D.                         |
| ** ** | *President  and Chief Executive Officer*        |
| ** ** | *(Principal  Executive Officer)*                |
|       |                                            |
|       | /s/ BARBARA RICHING                             |
|       | Barbara Riching                                 |
|       | *Senior  Director, Finance*                     |
|       | *(Principal  Financial and Accounting Officer)* |

 

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