---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q

---

(Mark One)

|/x/ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ---------------------------------------------------------------------------------------

For the period ended September 30, 2001

OR

|/ / | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ----------------------------------------------------------------------------------------

Commission file number: 000-24207

---

ABGENIX, INC.(Exact name of registrant as specified in its charter)

DELAWARE

94-3248826(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)


6701 Kaiser Drive
Fremont, California 94555(Address of principal executive offices)

Telephone Number (510) 608-6500(Registrant's telephone number, including area code)

---

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

As
of October 31, 2001 there were 86,246,528 shares of the Registrant's Common Stock outstanding.

---

---

---



ABGENIX, INC.        Form 10-Q        INDEX

|                             |            | Page No.                                                                                                                    
|---------------------------- | ---------- | ----------------------------------------------------------------------------------------------------------------------------
|PART IFinancial Information |            |                                                                                                                             
|                             |            | ITEM 1Financial Statements                                                                                                 
|                             |            | Condensed Consolidated Balance SheetsSeptember 30, 2001 and December 31, 2000                                              
|                             |            | Condensed Consolidated Statements of OperationsThree months and nine months ended September 30, 2001 and September 30, 2000
|                             |            | Condensed Consolidated Statements of Cash FlowsNine months ended September 30, 2001 and September 30, 2000                 
|                             |            | Notesto Condensed Consolidated Financial Statements                                                                         
|                             |            | ITEM 2Management's Discussion and Analysis of Financial Condition and Results of Operations                                
|                             |            | ITEM 3Quantitative and Qualitative Disclosures about Market Risk                                                           
|PART IIOther Information    |            |                                                                                                                             
|                             |            | ITEM 1Legal Proceedings                                                                                                    
|                             |            | ITEM 2Changes in Securities and Use of Proceeds                                                                            
|                             |            | ITEM 3Defaults upon Senior Securities                                                                                      
|                             |            | ITEM 4Submission of Matters to a Vote of Security Holders                                                                  
|                             |            | ITEM 5Other Information                                                                                                    
|                             |            | ITEM 6Exhibits and Reports on Form 8-K                                                                                     
|                             | SIGNATURES |                                                                                                                             

2

---



PART IFINANCIAL INFORMATION

ITEM IFinancial Statements

ABGENIX, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data)

|                                                   |                                                                                                                                                                                                      | September 30,
2001         |         | December 31,
2000 |        
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------------- | -------
|
|ASSETS                                             |                                                                                                                                                                                                      |                            |         |                  
|Current assets:                                    |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   | Cash and cash equivalents                                                                                                                                                                            |                            | $       | 36,354            |        
|                                                   | Marketable securities                                                                                                                                                                                |                            |         | 504,128           |        
|                                                   | Interest receivable                                                                                                                                                                                  |                            |         | 7,059             |        
|                                                   | Accounts receivable                                                                                                                                                                                  |                            |         | 3,536             |        
|                                                   | Prepaid expenses and other current assets                                                                                                                                                            |                            |         | 12,241            |        
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   |                                                                                                                                                                                                      | Total current assets       |         |                   | 563,318
|Property and equipment, net                        |                                                                                                                                                                                                      |                            | 58,884  |                   |        
|Long-term investments                              |                                                                                                                                                                                                      |                            | 66,988  |                   |        
|Intangible assets, net of accumulated amortization |                                                                                                                                                                                                      |                            | 114,014 |                   |        
|Deposits and other assets                          |                                                                                                                                                                                                      |                            | 8,369   |                   |        
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   |                                                                                                                                                                                                      | $                          | 811,573 |                   | $      
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY               |                                                                                                                                                                                                      |                            |         |                  
|Current liabilities:                               |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   | Accounts payable                                                                                                                                                                                     |                            | $       | 14,971            |        
|                                                   | Deferred revenue                                                                                                                                                                                     |                            |         | 3,494             |        
|                                                   | Accrued product development costs                                                                                                                                                                    |                            |         | 1,443             |        
|                                                   | Accrued employee benefits                                                                                                                                                                            |                            |         | 3,207             |        
|                                                   | Other accrued liabilities                                                                                                                                                                            |                            |         | 8,168             |        
|                                                   | Current portion of long-term debt                                                                                                                                                                    |                            |         |                  |        
|                                                   | Acquisition liability                                                                                                                                                                                |                            |         | 364               |        
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   |                                                                                                                                                                                                      | Total current liabilities  |         |                   | 31,647 
|Deferred rent                                      |                                                                                                                                                                                                      |                            | 1,614   |                   |        
|Commitments                                        |                                                                                                                                                                                                      |                            |         |                   |        
|Stockholders' equity:                              |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   | Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding                                                                                                          |                            |         |                  |        
|                                                   | Common stock, $0.0001 par value; 220,000,000 shares authorized; 86,181,481 and 85,401,548 shares issued and outstanding at September 30, 2001 and December 31, 2000, respectively, at amount paid in |                            |         | 912,649           |        
|                                                   | Additional paid-in capital                                                                                                                                                                           |                            |         | 32,849            |        
|                                                   | Deferred compensation                                                                                                                                                                                |                            |         | (28               | )      
|                                                   | Accumulated other comprehensive loss                                                                                                                                                                 |                            |         | (23,494           | )      
|                                                   | Accumulated deficit                                                                                                                                                                                  |                            |         | (143,664          | )      
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   |                                                                                                                                                                                                      | Total stockholders' equity |         |                   | 778,312
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        
|                                                   |                                                                                                                                                                                                      | $                          | 811,573 |                   | $      
|                                                   |                                                                                                                                                                                                      |                            |         |                   |        

See
accompanying notes.

3

---



ABGENIX, INC.  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share data)  (unaudited)

|                                                             |                                                                        | Three Months Ended
September 30, |         | Nine Months Ended
September 30, |       
|------------------------------------------------------------ | ---------------------------------------------------------------------- | -------------------------------- | ------- | ------------------------------- | ------
|
|Revenues:                                                    |                                                                        |                                  |         |                                 |       
|                                                             | Contract revenue                                                       |                                  | $       | 4,073                           |       
|                                                             | Interest and other income                                              |                                  |         | 6,292                           |       
|                                                             |                                                                        |                                  |         |                                 |       
|                                                             |                                                                        | Total revenues                   |         |                                 | 10,365
|Costs and expenses:                                          |                                                                        |                                  |         |                                 |       
|                                                             | Research and development                                               |                                  |         | 26,951                          |       
|                                                             | General and administrative                                             |                                  |         | 3,934                           |       
|                                                             | Amortization of intangible assets, related to research and development |                                  |         | 2,120                           |       
|                                                             | Interest expense                                                       |                                  |         | 1                               |       
|                                                             |                                                                        |                                  |         |                                 |       
|                                                             |                                                                        | Total costs and expenses         |         |                                 | 33,006
|                                                             |                                                                        |                                  |         |                                 |       
|Net income (loss)                                            |                                                                        | $                                | (22,641 | )                               | $     
|                                                             |                                                                        |                                  |         |                                 |       
|Basic net income (loss) per share                            |                                                                        | $                                | (0.26   | )                               | $     
|                                                             |                                                                        |                                  |         |                                 |       
|Shares used in computing basic net income (loss) per share   |                                                                        |                                  | 86,166  |                                 |       
|                                                             |                                                                        |                                  |         |                                 |       
|Diluted net income (loss) per share                          |                                                                        | $                                | (0.26   | )                               | $     
|                                                             |                                                                        |                                  |         |                                 |       
|Shares used in computing diluted net income (loss) per share |                                                                        |                                  | 86,166  |                                 |       
|                                                             |                                                                        |                                  |         |                                 |       

See
accompanying notes.

4

---



ABGENIX, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)  (unaudited)

|                                                                                          |                                             | Nine Months Ended September 30,           |         
|----------------------------------------------------------------------------------------- | ------------------------------------------- | ----------------------------------------- | --------
|
|Operating activities                                                                      |                                             |                                           |         
|Net loss                                                                                  |                                             | $                                         | (45,071 
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                             |                                           |         
|                                                                                          | Depreciation and amortization               |                                           |         
|                                                                                          | Stock options issued to consultants         |                                           |         
|                                                                                          | Changes for certain assets and liabilities: |                                           |         
|                                                                                          |                                             | Interest receivable                       |         
|                                                                                          |                                             | Accounts receivable                       |         
|                                                                                          |                                             | Prepaid expenses and other current assets |         
|                                                                                          |                                             | Deposits and other assets                 |         
|                                                                                          |                                             | Accounts payable                          |         
|                                                                                          |                                             | Deferred revenue                          |         
|                                                                                          |                                             | Accrued product development costs         |         
|                                                                                          |                                             | Accrued employee benefits                 |         
|                                                                                          |                                             | Other accrued liabilities                 |         
|                                                                                          |                                             | Deferred rent                             |         
|                                                                                          |                                             |                                           |         
|Net cash provided by (used in) operating activities                                       |                                             |                                           | (26,519 
|                                                                                          |                                             |                                           |         
|Investing activities                                                                      |                                             |                                           |         
|Purchases of marketable securities                                                        |                                             |                                           | (911,886
|Maturities of marketable securities                                                       |                                             |                                           | 937,159 
|Sales of marketable securities                                                            |                                             |                                           | 1,488   
|Capital expenditures                                                                      |                                             |                                           | (44,093 
|Payments for acquisition liabilities                                                      |                                             |                                           | (72,731 
|Purchase of intangible assets                                                             |                                             |                                           | (1,300  
|Purchases of long-term investments                                                        |                                             |                                           | (15,851 
|                                                                                          |                                             |                                           |         
|Net cash used in investing activities                                                     |                                             |                                           | (107,214
|                                                                                          |                                             |                                           |         
|Financing activities                                                                      |                                             |                                           |         
|Net proceeds from issuances of common stock                                               |                                             |                                           | 3,161   
|Payments on long-term debt                                                                |                                             |                                           | (316    
|                                                                                          |                                             |                                           |         
|Net cash provided by financing activities                                                 |                                             |                                           | 2,845   
|                                                                                          |                                             |                                           |         
|Net increase (decrease) in cash and cash equivalents                                      |                                             |                                           | (130,888
|Cash and cash equivalents at the beginning of the period                                  |                                             |                                           | 167,242 
|                                                                                          |                                             |                                           |         
|Cash and cash equivalents at the end of the period                                        |                                             | $                                         | 36,354  
|                                                                                          |                                             |                                           |         

See
accompanying notes.

5

---



ABGENIX, INC.        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  September 30, 2001

1.  Basis of Presentation and Summary of Significant Accounting Policies

Basis of PresentationThe unaudited condensed consolidated financial statements of Abgenix, Inc. (the "Company" or
"Abgenix") included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information or footnote disclosure normally
included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to such rules and regulations. In the opinion of the
Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial
information included therein. These financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2000 and accompanying notes included
in the Company's Annual Report as filed on Form 10-K with the Securities and Exchange Commission. The results of operations for the three and nine months ended September 30,
2001 are not necessarily indicative of the results to be expected for the full year or for any other future period.

Revenue RecognitionThe Company receives payments from customers for licenses, options and services. These payments are
generally non-refundable but are reported as deferred revenue until they are recognizable as revenue. The Company has followed the following principles in recognizing revenue:



Earnings per ShareNet income (loss) per share is based on the weighted average common shares outstanding. Potentially
dilutive securities are excluded from the computation if their effect is antidilutive.

6

---

2.  Comprehensive Income (Loss)

Other comprehensive income/(loss) consists of unrealized gains or losses on available-for-sale securities. The components of
comprehensive income/(loss) were as follows (in thousands):

|                                                                              |  | Three Months Ended
September 30, |         | Nine Months Ended
September 30, |  
|----------------------------------------------------------------------------- |  | -------------------------------- | ------- | ------------------------------- | -
|
|Net income (loss)                                                             |  | $                                | (22,641 | )                               | $
|Increase (decrease) in net unrealized gains on available-for-sale investments |  |                                  | (42,595 | )                               |  
|                                                                              |  |                                  |         |                                 |  
|Comprehensive income (loss)                                                   |  | $                                | (65,236 | )                               | $
|                                                                              |  |                                  |         |                                 |  

3.  Acquisition of Abgenix Biopharma Inc. (formerly known as ImmGenics Pharmaceuticals, Inc.)

In November 2000, the Company acquired all of the voting stock of Abgenix Biopharma Inc. (formerly known as ImmGenics
Pharmaceuticals, Inc.), a Canadian biotechnology company. Under the terms of the agreement, Abgenix Biopharma special shares were issued to former common and preferred shareholders and
debenture holders of Abgenix Biopharma. The holders of the Abgenix Biopharma special shares have the right to put their shares to the Company for cash at $4.97 per share. In February 2001, the
Company notified the holders of the special shares that the purchase price would be settled in cash. The put rights will expire on March 31, 2002. As of September 30, 2001, approximately
13.7 million Abgenix Biopharma special shares had been exchanged for $68.1 million and approximately 60,000 special shares were still outstanding.

In
connection with the acquisition, the Company agreed to exchange Abgenix Biopharma stock options held by employees and directors of Abgenix Biopharma for stock options of the
Company, based on an exchange ratio that entitled the holder of each Abgenix Biopharma option to receive a replacement option for Company shares having a total value (less the total exercise price)
not exceeding the total value of Abgenix Biopharma shares underlying the Abgenix Biopharma options (less the total exercise price), as fixed in November 2000 when the Abgenix Biopharma options
were terminated. Replacement options covering a total of 247,155 shares of common stock of the Company were issued in exchange for the Abgenix Biopharma options. The replacement options were fully
vested at the time of the exchange. Pursuant to the Company's stock option plan, the Company also offered the employees and certain former directors of Abgenix Biopharma a cash buy-out
election. As of September 30, 2001, all options had been exercised or cashed out.

4.  Facility Lease and Letter of Credit

In February 2001, the Company signed an operating lease for an additional facility for research and development activities. The lease expires in
April 2011. As a condition to the lease, the Company provided a stand-by letter of credit for $3.0 million to the lessor as security for the Company's obligations under the
lease. The letter of credit is secured by $3.3 million of cash and marketable securities in an investment account that the Company must maintain for the term of the lease. The investment
account is classified as deposits and other assets on the balance sheet. Future minimum payments under this non-cancelable operating lease are as follows (in thousands):
2001$743; 2002$3,049; 2003$3,171; 2004$3,298; 2005$3,430; and $20,732 over the remaining term of the lease.

7

---

5.  Segment Information

The operations of the Company and its wholly owned subsidiaries constitute one business segment.

Revenue
from three customers represented 49%, 19% and 17% respectively, of contract revenues for the three months ended September 30, 2001. Revenue from four customers
represented 39%, 15%, 14% and 13% respectively, for the three months ended September 30, 2000. Revenue from three customers represented 49%, 22% and 10%, respectively, of contract revenues for
the nine months ended September 30, 2001. Revenue from one customer represented 54% for the nine months ended September 30, 2000.

6.  Recent Accounting Pronouncements

Business Combinations

On June 29, 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (Statement 142). Under Statement 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually, or more frequently if impairment indicators
arise, for impairment. Separable intangible assets that have finite lives will continue to be amortized over their useful lives, for which Statement 142 does not impose a limit. The amortization
provisions of Statement 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, the
amortization provisions of Statement 142 are effective upon adoption of Statement 142. In addition, the impairment provisions of Statement 142 are effective upon adoption of Statement 142.
Because of the different transition dates for goodwill and intangible assets acquired on or before June 30, 2001 and those acquired after that date, pre-existing goodwill and
intangibles will be amortized during this transition period until adoption, whereas new goodwill and indefinite lived intangible assets acquired after June 30, 2001 will not. Abgenix will adopt
Statement 142 as of January 1, 2002. Upon adoption of Statement 142, the Company will cease the amortization of goodwill, currently representing expense of $2.4 million per year.
Although the Company has not completed the transitional impairment test, the Company does not currently expect a material impairment charge upon adoption.

8

---



ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management's discussion and analysis of financial condition and results of operations contains forward-looking statements
based upon current expectations that involve risks and uncertainties. When used in this quarterly report on Form 10-Q, the words "intend," "anticipate," "believe," "estimate,"
"plan" and "expect" and similar expressions as they relate to Abgenix are included to identify forward-looking statements. Our actual results and the timing of certain events could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below and under the heading "Additional factors that might affect future
results".



We are a biopharmaceutical company that develops and intends to commercialize therapeutic products consisting of antibodies for the treatment of a variety of
disease conditions, including transplant-related diseases, inflammatory and autoimmune disorders, cardiovascular disease, infectious diseases and cancer. We have proprietary technologies that
facilitate rapid generation of highly specific, fully human antibody therapeutic product candidates that bind to disease targets appropriate for antibody therapy. We developed our
XenoMouse® technology, a technology utilizing genetically modified mice to generate fully human antibodies. We also own a technology that enables the rapid identification of antibodies
with desired function and characteristics, referred to as SLAM technology. In our newly developed XenoMax technology, we use SLAM technology to select and isolate antibodies
with particular function and characteristics from antibody-producing cells generated by XenoMouse animals. We believe XenoMax technology enhances our capabilities in product development and
flexibility in manufacturing. We intend to use our technologies to build a large and diversified product portfolio that we expect to develop and commercialize through licensing arrangements with
pharmaceutical companies and others, through joint development and through internal product development programs. We have entered into a variety of contractual arrangements with multiple
pharmaceutical, biotechnology and genomics companies involving our XenoMouse technology. Two of our customers, Pfizer, Inc. and Amgen, Inc., have initiated clinical trials with fully
human antibodies generated from XenoMouse animals. In addition, we have three proprietary antibody product candidates currently in clinical trials, one of which we have agreed to
co-develop and commercialize with Immunex Corporation and one of which we have agreed to co-develop and commercialize with SangStat Medical Corporation.

As
of September 30, 2001, we had entered into contracts covering numerous antigen targets with twenty-eight customers to use our XenoMouse technology to generate and/or develop
the resulting fully human antibodies. We have also entered into one agreement in which we have licensed our SLAM technology to one party on a non-exclusive basis in connection with making
and using antibodies other
than antibodies derived from XenoMouse technology or other technology that involves the use of non-human animals, and on a co-exclusive basis for the purpose of antigen
discovery. We do not currently intend to license our SLAM technology to any other parties. Pursuant to our XenoMouse contracts, we and our customers intend to generate antibody therapeutic product
candidates for the treatment of cancer, inflammation, autoimmune diseases, transplant rejection, cardiovascular disease, growth factor modulation, neurological diseases and infectious diseases. We
expect that substantially all of our revenues for the foreseeable future will result from payments under these and other contracts. The terms of the arrangements vary, but can generally be categorized
as follows:



9

---



10

---



We
have three proprietary antibody therapeutic product candidates that are currently in clinical trials, two of which are now being co-developed with our collaborators, as
follows:







We
will expend significant capital to conduct clinical trials for our proprietary product candidates, including several Phase II clinical trials we have initiated or plan to initiate
in 2001 and 2002. We believe that more extensive clinical data will enable us to enter into additional contractual arrangements related to those proprietary product candidates. We expect that this
will substantially increase our capital needs over the next few years and increase our operating losses. However, we believe that we will be able to receive more favorable terms from our contract
parties if we have completed significant development of these products.

In
addition to our proprietary antibody therapeutic product candidates in clinical trials, there are two customer-developed antibodies generated with XenoMouse technology in clinical
trials as follows:



11

---



Results of Operations

Three Months and Nine Months Ended September 30, 2001 and 2000

Contract revenue totaled $4.1 million and $16.6 million in the three and nine-month periods ended September 30, 2001 compared
to $7.6 million and $13.1 million, respectively, in the comparable 2000 periods. The primary components for both periods were as follows:





Interest
and other income consist primarily of interest from cash, cash equivalents and marketable securities. Interest and other income decreased to $6.3 million in the three
months ended September 30, 2001 compared to $9.2 million in the same period in 2000. Interest and other income increased to $24.3 million in the nine-month period
ended September 30, 2001 compared to $22.3 million in the same period in 2000. The decrease in interest and other income for the three months ended September 30, 2001 compared to
the same period in 2000 was due to lower cash, marketable securities and cash equivalent balances and lower interest rates. The increase in interest and other income for the nine months ended
September 30, 2001 compared to the same period in 2000 was the result of higher average balances of our marketable securities and cash equivalents in the first quarter of 2001 as compared to
2000.

12

---

Research and development expenses consist primarily of compensation and other expenses related to research and development personnel; costs associated with pre-clinical
testing and clinical trials of our product candidates, including the costs of manufacturing the product candidates; and facilities expenses. Research and development expenses increased to
$27.0 million in the three months ended September 30, 2001 from $12.8 million in the comparable period in 2000 and to $69.3 million in the nine months ended
September 30, 2001 from $31.9 million in the comparable period in 2000. The increase is primarily due to costs associated with the following:

13

---

Amortization of intangible assets relates to existing technology (including patents and certain royalty rights), goodwill and assembled workforce acquired through the acquisitions of
Abgenix Biopharma and IntraImmune Therapies Inc. in November 2000 and Xenotech in December 1999. As a result of the acquisitions in 2000, amortization increased to
$2.1 million in the three months ended September 30, 2001 from $0.8 million in the comparable period in 2000 and to $6.2 million in the nine months ended
September 30, 2001 from $2.3 million in the comparable period in 2000.

General
and administrative expenses include compensation and other expenses related to finance and administrative personnel, professional services and facilities. General and
administrative expenses increased to $3.9 million in the three months ended September 30, 2001 from $1.8 million in the comparable period in 2000 and to $10.1 million in
the nine months ended September 30, 2001 from $5.2 million in the comparable period in 2000. The increase reflects increased personnel costs, including recruiting costs and incentive
compensation and additional consulting costs associated with our Information Services group. The increase is also related to the acquisition of Abgenix Biopharma. We expect personnel costs to increase
further as we continue to build our organization, including consulting costs associated with new information systems.

Liquidity and Capital Resources

At September 30, 2001, we had cash, cash equivalents and marketable securities of approximately $540.5 million. We invest our cash equivalents
and marketable securities in highly liquid, interest bearing, investment grade and government securities in order to preserve principal.

Net
cash used in operating activities was $26.5 million for the nine months ended September 30, 2001, and net cash provided by operating activities was
$6.3 million for the nine months ended September 30, 2000. The increased use of cash in operations reflects primarily our increased funding of research and development and manufacturing
costs related to the development of new products. Total research and development expenses increased $37.4 million in the nine months ended September 30, 2001 from the comparable period
in 2000. Also affecting the use of cash in operations in the nine months ended September 30, 2001, was the timing of customer payments. Customers provided cash of $13.0 million in the
nine months ended September 30, 2001 in comparison to $26.7 million in the nine months ended September 30, 2000, both net of the change in accounts receivable and deferred
revenue. Additionally, cash was used in the nine months ended September 30, 2001 for security deposits related to new facility leases. Partially offsetting the increased use of cash was
interest income. Cash provided by interest income was $27.0 million in the nine months ended September 30, 2001 in comparison to $16.0 million in the nine months ended
September 30, 2000, both net of the change in interest receivable. Additionally offsetting the increased use of cash was an increase in depreciation, amortization, accounts payable and accrued
liabilities.

Net
cash used in investing activities was $107.2 million and $412.5 million for the nine months ended September 30, 2001, and September 30, 2000,
respectively. For the nine months ended September 30, 2001, we received cash from our investment activities as certain of our marketable securities matured in comparison to the nine months
ended September 30, 2000, in which we invested cash received from our follow-on public offering in February 2000 in marketable securities. Cash was also used in the nine
months ended September 30, 2001, primarily as follows: $68.1 million to the holders of Abgenix Biopharma special shares in connection with our acquisition of Abgenix Biopharma;
$4.1 million for the buy-out of certain stock options issued in connection with the Abgenix Biopharma acquisition; $44.1 million for the acquisition of property and
equipment, primarily leasehold improvements related to our new facility and computer equipment; and $15.0 million for an equity investment in MDS Proteomics Inc. In the nine months ended
September 30, 2000, we spent $3.4 million on property and equipment, primarily leasehold improvements related to our new facility and computer equipment and we invested
$15.0 million in common stock of Immunogen, Inc.

14

---

During the nine months ended September 30, 2001, net cash provided by financing activities was $2.8 million, consisting of proceeds from the exercise of stock options
and proceeds from the issuance of stock under our employee stock purchase plan. This activity compares to the nine months ended September 30, 2000, in which net cash provided by financing
activities was $500.3 million, consisting primarily of the proceeds of our follow-on public offering in February 2000, in which we raised $496.5 million. In addition
to this funding, in 2000 we received $3.8 million from the exercise of warrants and stock options and proceeds from the issuance of stock under our employee stock purchase plan.

In
March 2000 and February 2001, we obtained stand-by letters of credit for $2.0 and $3.0 million, respectively, from a commercial bank as security
for our obligations on the leases on our two new leased facilities. In September 2001, we obtained a stand-by letter of credit for $1.0 million Canadian Dollars from a
commercial bank as security for our obligations on the lease on our new leased facility in Canada. The stand-by letters of credit are secured by an investment account, in which we must
maintain a $6.3 million balance. Additionally, in 1997 we leased $2.0 million of our laboratory and office equipment from a financing company. The lease term was 48 months. The
lease bore interest at approximately 12.5%, and matured in September 2001. We also had a construction financing line with a bank in the amount of $4.3 million that was used to finance
construction of leasehold improvements at our first facility. The line was paid off in May 2000.

We
plan to continue to make significant expenditures to establish our own manufacturing capability and expand our research and development activities, including
pre-clinical product development and clinical trials. We will also continue to look for new technology suppliers as potential acquisitions or alliance collaborators. Over the next fifteen
months, we estimate that we will spend approximately $180.0 million on leasehold improvements and equipment for our new manufacturing and research and development facilities. Additionally,
during the same period we expect to spend approximately $20.0 million on new computer hardware and software, including the acquisition of a new enterprise resource planning system. We also plan
to spend significant amounts to develop, on a proprietary or co-developed basis,
investigational new drug applications (INDs) for up to three product candidates annually, beginning in 2002. We believe that the annual goals of our customers and collaborators for 2002 and beyond
include up to five INDs for additional product candidates based on our XenoMouse technology. If unforeseen difficulties arise in the course of developing product candidates, obtaining needed licenses,
manufacturing product candidates, performing pre-clinical development and clinical trials of such product candidates, obtaining necessary regulatory approvals, or in other aspects of our
business, we may be required to make further substantial expenditures. Our future liquidity and capital requirements will depend on many factors, including:



15

---



We
believe that our current cash balances, cash equivalents, marketable securities, and the cash generated from our licensing and contractual agreements will be sufficient to meet our
operating and capital requirements for at least one year. We may choose to obtain additional financing from time to time. We may choose to raise additional funds through public or private financing,
licensing and contractual agreements or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us. Furthermore, any additional equity
financing may be dilutive to our shareholders, and debt financing, if available, may involve restrictive covenants. We may also choose to obtain funding through licensing and other contractual
agreements. Such agreements require us to relinquish our rights to certain of our technologies, products or marketing territories. Our failure to raise capital when needed would harm our business,
financial condition and results of operations.

We
have incurred net losses in each of the last five years of operation, including net losses of $7.1 million in 1996, $35.9 million in 1997, $16.8 million in
1998, $20.5 million in 1999, $8.8 million in 2000 and $45.1 million in the nine months ended September 30, 2001. As of September 30, 2001, our accumulated deficit
was $143.7 million. Our losses to date have resulted principally from:



We
expect to incur additional losses for the foreseeable future as a result of increases in our research and development costs, including costs associated with conducting
pre-clinical development and clinical trials, charges related to purchases of technology or other assets, and costs associated with establishing our manufacturing facilities. We intend to
invest significantly in our products prior to entering into licensing agreements. This may increase our need for capital and will result in losses for several years.
We expect that the amount of operating losses will fluctuate significantly from quarter to quarter as a result of increases or decreases in our research and development efforts, the execution or
termination of licensing and contractual agreements, and the initiation and success or failure of clinical trials.

As
of December 31, 2000, we had federal net operating loss carryforwards of approximately $148.0 million. Our net operating loss carryforwards exclude losses incurred
prior to our formation in July 1996. Further, the amounts associated with the 1997 settlement and cross-license that have been expensed for financial statement accounting purposes have been
capitalized and are being amortized over a period of approximately 15 years for tax purposes. The net operating loss and credit carryforwards will expire in the years 2011 through 2020, if not
utilized. Utilization of the net operating losses and credits may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and
similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

16

---

ADDITIONAL FACTORS THAT MIGHT AFFECT FUTURE RESULTS

Risks Related to our Finances

We are an early stage company without commercial therapeutic products, and we cannot assure you that we will develop sufficient revenues in the future to sustain our business.

You must evaluate us in light of the uncertainties and complexities present in an early stage biopharmaceutical company. Our product candidates are in early
stages of development. We will require significant additional investment in research and development, pre-clinical testing and clinical trials, and regulatory and sales and marketing
activities to commercialize current and future product candidates. Our product candidates, if successfully developed, may not generate sufficient or sustainable revenues to enable us to be profitable.

We have a history of losses and we expect to continue to incur losses for the foreseeable future.

We have incurred net losses in each of the last five years of operation, including net losses of $7.1 million in 1996, $35.9 million in 1997,
$16.8 million in 1998, $20.5 million in 1999, $8.8 million in 2000 and $45.1 million in the nine months ended September 30, 2001. As of September 30, 2001,
our accumulated deficit was $143.7 million. Our losses to date have resulted principally from:



We
expect to incur additional losses for the foreseeable future as a result of increases in our research and development costs, including costs associated with conducting
pre-clinical development and clinical trials, charges related to purchases of technology or other assets, and costs associated with establishing our manufacturing facilities. We intend to
invest significantly in our products prior to entering into licensing agreements. This will increase our need for capital and will result in losses for several years. We expect that the amount of
operating losses will fluctuate significantly from quarter to quarter as a result of increases or decreases in our research and development efforts, the execution or termination of licensing and
contractual agreements, and the initiation, success or failure of clinical trials.

We are currently unprofitable and may never be profitable, and our future revenues could fluctuate significantly.

Prior to June 1996, Cell Genesys, Inc. owned our business and operated it as a separate business unit. Since that time, we have funded our
research and development activities primarily from private placements and public offerings of our securities and from revenues generated by our licensing and contractual agreements.

We
expect that substantially all of our revenues for the foreseeable future will result from payments under licensing and other contractual arrangements and from interest income. To
date, payments under licensing and other agreements have been in the form of option fees, reimbursement for research and development expenses, license fees and milestone payments. Payments under our
existing and any future customer agreements will be subject to significant fluctuation in both timing and

17

---

amount. Our revenues may not be indicative of our future performance or of our ability to continue to achieve such milestones. Our revenues and results of operations for any period may also not be
comparable to the revenues or results of operations for any other period. We may not be able to:



Our
failure to achieve any of the above goals would materially harm our business, financial condition and results of operations.

We may require additional financing, and an inability to raise the necessary capital or to do so on acceptable terms would threaten the continued success of our business.

We will continue to expend substantial resources for the expansion of research and development, including costs associated with conducting
pre-clinical development and clinical trials. We will be required to expend substantial funds in the course of completing required additional development, pre-clinical testing
and clinical trials of and regulatory approval for product candidates. Our future liquidity and capital requirements will depend on many factors, including:



We
believe that our current cash balances, cash equivalents, marketable securities, and the cash generated from our licensing and contractual agreements will be sufficient to meet our
operating and capital requirements for at least one year. We may choose to obtain additional financing from time to time. We may choose to raise additional funds through public or private financing,
licensing and contractual agreements or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us. Furthermore, any additional equity
financing may be dilutive to our shareholders, and debt financing, if available, may involve restrictive covenants. We may also choose to obtain funding through licensing and other contractual
agreements. Such agreements
may require us to relinquish our rights to certain of our technologies, products or marketing territories. Our failure to raise capital when needed would harm our business, financial condition and
results of operations.

18

---

Risks Related to the Development and Commercialization of our Products

Our XenoMouse and XenoMax technologies may not produce safe, efficacious or commercially viable products, which will be critical to our ability to generate revenues from our
products.

Our XenoMouse and XenoMax technologies are new approaches to developing antibodies as products for the treatment of diseases and medical disorders. We have not
commercialized any antibody therapeutic products based on our technologies. Moreover, we are not aware of any commercialized, fully human antibody therapeutic products that have been generated from
any technologies similar to ours. Our antibody therapeutic product candidates are still at an early stage of development. We have begun clinical trials with respect to two antibody therapeutic
products containing fully human protein sequences, and our collaborators have begun clinical trials with respect to two other antibody therapeutic products containing fully human protein sequences,
generated by XenoMouse technology. We cannot be certain that either XenoMouse technology or XenoMax technology will generate antibodies against every antigen to which they are exposed in an efficient
and timely manner, if at all. Furthermore, XenoMouse technology and XenoMax technology may not result in any meaningful benefits to our current or potential customers or in product candidates that are
safe and efficacious for patients. Failure of our technologies to generate antibody therapeutic product candidates that lead to the successful commercialization of products would materially harm our
business, financial condition and results of operations.

If we do not successfully develop our products, or if they do not achieve commercial success, our business will be materially harmed.

Our development of current and future product candidates, either alone or in conjunction with collaborators, is subject to the risks of failure inherent in the
development of new pharmaceutical products and products based on new technologies. These risks include:



Because
of these risks, our research and development efforts and those of our customers and collaborators may not result in any commercially viable products. If we do not successfully
complete a significant portion of these development efforts, we do not obtain required regulatory approvals or any approved products are not commercially successful, our business, financial condition
and results of operations will be materially harmed.

Before we commercialize and sell any of our product candidates, we must conduct clinical trials, which are expensive and have uncertain outcomes.

Conducting clinical trials is a lengthy, time-consuming and expensive process. Before obtaining regulatory approvals for the commercial sale of any
products, we must demonstrate through pre-clinical

19

---

testing and clinical trials that our product candidates are safe and effective for use in humans. We will incur substantial expense for, and devote a significant amount of time to,
pre-clinical testing and clinical trials.

Historically,
the results from pre-clinical testing and early clinical trials have often not been predictive of results obtained in later clinical trials. A number of new
drugs and biologics have shown promising results in clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals. Data obtained
from pre-clinical and clinical activities are susceptible to varying interpretations, which may delay, limit or prevent regulatory approval. In addition, we may encounter regulatory delays
or rejections as a result of many factors, including changes in regulatory policy during the period of product development.

As
of September 30, 2001 three of our proprietary product candidates, ABX-CBL, ABX-IL8 and ABX-EGF, were in clinical trials. Patient
follow-up for these clinical trials has been limited because these trials have been ongoing for a relatively short period of time. To date, data obtained from these clinical trials have
been insufficient to demonstrate safety and efficacy under applicable Food and Drug Administration, or FDA, guidelines. As a result, these data will not support an application for regulatory approval
without further clinical trials. Clinical trials that we conduct or that third parties conduct on our behalf may not demonstrate sufficient safety and efficacy to obtain the requisite regulatory
approvals for ABX-CBL, ABX-IL8, ABX-EGF or any other potential product candidates. We expect to commence new clinical trials from time to time in the course of our
business as our product development work continues. However, regulatory authorities may not permit us to undertake any additional clinical trials for our product candidates.

In
addition, we have ongoing research projects that may lead to product candidates, but we have not submitted investigational new drug applications nor begun clinical trials for these
projects. Our pre-clinical or clinical development efforts may not be successfully completed, we may not file further investigational new drug applications and clinical trials may not
commence as planned.

Completion
of clinical trials may take several years or more. The length of time generally varies substantially according to the type, complexity, novelty and intended use of the
product candidate. Many factors may delay our commencement and rate of completion of clinical trials including:



We
have limited experience in conducting and managing clinical trials. We rely on third parties, including our customers, to assist us in managing and monitoring clinical trials. Our
reliance on these third parties may result in delays in completing, or in failure to complete, these trials if the third parties fail to perform under our agreements with them.

Our
product candidates may fail to demonstrate safety and efficacy in clinical trials. This failure may delay development of other product candidates and hinder our ability to conduct
related pre-clinical testing and clinical trials. As a result of these failures, we may also be unable to obtain additional financing. Any delays in, or termination of, our clinical trials
could materially harm our business, financial condition and results of operations.

20

---

We currently rely on a sole source third-party manufacturer, and we may have difficulty conducting clinical trials of our product candidates if the manufacturer does not
perform in accordance with our expectations.

We currently rely, and will continue to rely for at least the next five years, on a single contract manufacturer, Lonza Biologics (Lonza), to produce
ABX-CBL, ABX-IL8 and ABX-EGF under good manufacturing practice regulations, for use in our clinical trials. While our Fremont manufacturing facility is expected to
be operational in December 2002, thus creating additional capacity, which we will own, we cannot assure you that this facility will open when expected. In December 2000, we entered into
a manufacturing supply agreement with Lonza, under which Lonza will make available exclusively to us, for a period of five years, a cell culture production suite, with associated purification
capacity, within Lonza's facility. Although we expect to gain access through this agreement to production capacity and scheduling flexibility similar to owning the production capability, Lonza retains
responsibility for, and control over, staffing and operating the facility. The agreement includes an option to extend the initial five year term. The dedicated cell culture production suite has been
refurbished and we expect it to be operational and available to us in the fourth quarter of 2001, but we cannot assure you that it will become operational during that period. In July 2001, we
entered into an agreement giving us the right to enter into exclusive negotiations with Lonza for an additional manufacturing supply agreement under which Lonza will make available to us, for a period
of up to five years, extendable for an additional two years, approximately one quarter of a cell culture production suite for large-scale manufacturing of products that is under construction. The
exclusive negotiation period will expire on December 31, 2001, subject to a limited further extension. We cannot assure you that we will actually reach agreement with Lonza for this additional
capacity. Even if we do
reach agreement with Lonza, although we currently anticipate that construction of the facility will be completed in the fourth quarter of 2004, we cannot assure you that it will be completed by that
time or at all.

Lonza
has a limited number of facilities in which it can manufacture our product candidates and has limited experience in manufacturing ABX-CBL, ABX-IL8 and
ABX-EGF in quantities sufficient for conducting clinical trials or for commercialization. We currently rely on Lonza to produce our product candidates under good manufacturing practice
regulations, which meet acceptable standards for our clinical trials.

Third-party
manufacturers may encounter difficulties in scaling up production, including problems involving production yields, quality control and assurance, shortage of qualified
personnel, compliance with FDA and other applicable regulations, production costs, and development of advanced manufacturing techniques and process controls. Our third-party manufacturer may not
perform as agreed or may not remain in the contract manufacturing business for the time required by us to successfully produce and market our product candidates. If our third-party manufacturer fails
to deliver the required quantities of our product candidates for clinical use on a timely basis and at commercially reasonable prices, and we fail to find a replacement manufacturer or develop our own
manufacturing capabilities, our business, financial condition and results of operations will be materially harmed.

Our own ability to manufacture is uncertain, which may make it more difficult for us to develop and sell our products.

We are building our own manufacturing facility for the manufacture of products for clinical trials and to support the early commercial launch of a limited
number of product candidates, in each case-in compliance with FDA and European good manufacturing practices. In May 2000, we signed a long-term lease for a building to
contain this manufacturing facility. Construction has started and we expect this facility to be operational by year-end 2002. The costs of the facility, including design, fees, permits,
validation, leasehold improvements and equipment, will approximate $140 million. Construction of this facility may take longer than expected, and the planned and actual construction

21

---

costs of building and qualifying the facility for regulatory compliance may be higher than expected. In addition, if the commercial launch of one or more of our product candidates proves successful,
we will likely need to use one or more third-party facilities to produce these products in sufficient quantities. The process of manufacturing antibody therapeutic products is complex. We have no
experience in the clinical or commercial scale manufacturing of ABX-CBL, ABX-IL8 and ABX-EGF, or any other antibody therapeutic products. Such antibody therapeutic
products will also need to be manufactured in a facility and by a process that complies with FDA, European and other regulations. It may take a substantial period of time to begin producing antibodies
in compliance with such regulations. Our manufacturing operations will be subject to ongoing, periodic unannounced inspection by the FDA and state agencies to ensure compliance with good manufacturing
practices. Our inability to establish and maintain a
manufacturing facility within our planned time and cost parameters could materially harm the development and sales of our products and our financial performance.

We
also may encounter problems with the following:



We
continually evaluate our options for commercial production of our antibody therapeutic products, which include use of third-party manufacturers, establishing our own commercial
scale manufacturing facility or entering into a manufacturing joint venture relationship with a third party. We are aware of only a limited number of companies on a worldwide basis who operate
manufacturing facilities in which our product candidates can be manufactured under good manufacturing practice regulations, a requirement for all pharmaceutical products. It would take a substantial
period of time for a contract manufacturing facility that has not been producing antibodies to begin producing antibodies under good manufacturing practice regulations. We may not be able to contract
with any of these companies on acceptable terms, if at all.

In
addition, we and any third-party manufacturer will be required to register with the FDA and other regulatory authorities any manufacturing facilities in which our antibody
therapeutic products are manufactured. The facilities will then be subject to inspections confirming compliance with FDA good manufacturing practice or other regulations. If we or any of our
third-party manufacturers fail to maintain regulatory compliance, our business, financial condition and results of operations will be materially harmed.

The successful growth of our business depends to a large extent on our ability to find third-party collaborators to develop and commercialize many of our product candidates.

Our strategy for the development and commercialization of antibody therapeutic products depends, in large part, upon the formation of collaboration agreements
with third parties. Potential third parties include pharmaceutical and biotechnology companies, technology companies, academic institutions and other entities. We must enter into these agreements to
successfully develop and commercialize product candidates. These agreements are necessary in order for us to:



22

---







We
have generated only a limited number of fully human antibody product candidates pursuant to our collaboration agreements, and only four antibody therapeutic product candidates
generated with XenoMouse technology have entered clinical testing. These product candidates may not result in commercially successful products. Current or future collaboration agreements may not be
successful. Our failure to maintain our existing collaboration agreements or to enter into additional agreements could materially harm our business, financial condition and results of operations.

Our
dependence on licensing and other agreements with third parties subjects us to a number of risks. These agreements may not be on terms that prove favorable to us, and we typically
afford our collaborators significant discretion in electing whether to pursue any of the planned activities. Licensing and other contractual agreements may require us to relinquish our rights to
certain of our technologies, products or marketing territories. We cannot control the amount or timing of resources our collaborators may devote to the product candidates, and collaborators may not
perform their obligations as expected. Additionally, business combinations or significant changes in a collaborator's business strategy may adversely affect a collaborator's willingness or ability to
complete its obligations under the arrangement. Even if we fulfill our obligations under an agreement, typically our collaborators can terminate the agreement at any time following proper written
notice. If any of our collaborators were to terminate or breach our agreement, or otherwise fail to complete its obligations in a timely manner, our business, financial condition and results of
operations may be materially harmed. If we are not able to establish further collaboration agreements or any or all of our existing agreements are terminated, we may be required to seek new
collaborators or to undertake product development and commercialization at our own expense. Such an undertaking may:



Existing
or future collaborators may pursue alternative technologies, including those of our competitors. Disputes may arise with respect to the ownership of rights to any technology
or products developed with any current or future collaborator. Lengthy negotiations with potential new collaborators or disagreements between us and our collaborators may lead to delays or termination
in the research, development or commercialization of product candidates or result in time-consuming and expensive litigation or arbitration. If any of our collaborators pursue alternative
technologies or fail to develop or commercialize successfully any product candidate to which they have obtained rights from us, our business, financial condition and results of operations may be
materially harmed.

We are subject to extensive government regulation, which will require us to spend significant amounts of money, and we may not be able to obtain regulatory approvals, which are
required for us to conduct clinical testing and commercialize our products.

Our product candidates under development are subject to extensive and rigorous domestic government regulation. The FDA regulates, among other things, the
development, testing, manufacture, safety, efficacy, record-keeping, labeling, storage, approval, advertising, promotion, sale and distribution of biopharmaceutical products. If we market our products
abroad, they will also be subject to extensive regulation by foreign governments. Neither the FDA nor any other regulatory agency has approved any of our product candidates for sale in the United
States or any foreign market. The regulatory review and approval process, which includes pre-clinical studies and clinical trials of each product candidate, is

23

---

lengthy, expensive and uncertain. Securing FDA approval requires the submission of extensive pre-clinical and clinical data and supporting information to the FDA for each indication to
establish the product candidate's safety and efficacy. The approval process takes many years, requires the expenditure of substantial resources, involves post-marketing surveillance, and
may involve ongoing requirements for post-marketing studies. Regulatory requirements are subject to frequent change. Delays in obtaining regulatory approvals may:



Certain
material changes to an approved product such as manufacturing changes or additional labeling claims are subject to further FDA review and approval. The FDA may withdraw any
required approvals after they are obtained. We may not maintain compliance with other regulatory requirements. Further, if we fail to comply with applicable FDA and other regulatory requirements at
any stage during the regulatory process, we or our third-party manufacturers may be subject to sanctions, including:



In
many instances we expect to rely on our customers and co-developers to file investigational new drug applications and generally direct the regulatory approval process
for products derived from our technologies. These customers and co-developers may not be able to conduct clinical testing or obtain necessary approvals from the FDA or other regulatory
authorities for any product candidates. If they fail to obtain required governmental approvals, we will experience delays in or be precluded from marketing or realizing the commercial benefits from
the marketing of products derived from our technologies. In addition, failure to obtain the required approvals would preclude the commercial use of our products. Any such delays and limitations may
materially harm our business, financial condition and results of operations.

We
and our third-party manufacturers also are required to comply with the applicable FDA current good manufacturing practice regulations. Good manufacturing practice regulations
include requirements relating to quality control and quality assurance as well as the corresponding maintenance of records and documentation. Manufacturing facilities are subject to inspection by the
FDA. The FDA must approve these facilities before we can use them in commercial manufacturing of our products. We or our third-party manufacturers may not be able to comply with the applicable good
manufacturing practice requirements and other FDA regulatory requirements. If we or our third-party manufacturers fail to comply, our business, financial condition and results of operations will be
materially harmed.

24

---

If our products do not gain market acceptance among the medical community, our revenues would greatly decline.

Our product candidates may not gain market acceptance among physicians, patients, healthcare payors and the medical community. We may not achieve market
acceptance even if clinical trials demonstrate safety and efficacy, and the necessary regulatory and reimbursement approvals are obtained. The degree of market acceptance of any product candidates
that we develop will depend on a number of factors, including:



Physicians
will not recommend therapies using our products until such time as clinical data or other factors demonstrate the safety and efficacy of such procedures as compared to
conventional drug and other treatments. Even if we establish the clinical safety and efficacy of therapies using our antibody product candidates, physicians may elect not to recommend the therapies
for any number of other reasons, including whether the mode of administration of our antibody products is effective for certain indications. Antibody products, including our product candidates as they
would be used for certain disease indications, are typically administered by infusion or injection, which requires substantial cost and inconvenience to patients. For example, our ABX-IL8
product candidate currently requires that patients receive that treatment by means of an intravenous injection. A patient seeking treatment for psoriasis will most often receive treatment from a
dermatologist, who is typically unable to administer intravenous injections to patients and would have to refer the patient to another doctor in order for the patient to receive treatment with
ABX-IL8. Therefore, a dermatologist might be less likely to recommend our product candidate as a treatment for psoriasis, compared to other treatments the doctor could provide. Our product
candidates, if successfully developed, will compete with a number of drugs and therapies manufactured and marketed by major pharmaceutical and other biotechnology companies. Our products may also
compete with new products currently under development by others. Physicians, patients, third-party payors and the medical community may not accept and utilize any product candidates that we or our
customers develop. The failure of our products to achieve significant market acceptance would materially harm our business, financial condition and results of operations.

We do not have marketing and sales experience, which may require us to rely on others to market and sell our products and may make it more challenging for us to commercialize
our product candidates.

Although we have been marketing our XenoMouse technology to potential customers and collaborators for several years, we do not have marketing, sales or
distribution experience or capability with respect to our therapeutic product candidates. We intend to enter into arrangements with third parties to market and sell most of our therapeutic product
candidates when we commercialize them, which may be as early as 2004. We may not be able to enter into these marketing and sales arrangements with others on acceptable terms, if at all. To the extent
that we enter into marketing and sales arrangements with other companies, our revenues, if any, will depend on the efforts of others. These efforts may not be successful. If we are unable to enter
into third-party arrangements, then we will need to develop a marketing and sales force, which may need to be substantial in size, in order to achieve commercial success for any product candidate
approved by the FDA. We may not successfully develop marketing and sales capabilities or have sufficient resources to do so. If we do develop such capabilities, we will compete with other companies
that have experienced and well-funded marketing

25

---

and sales operations. Our failure to enter into successful marketing arrangements with third parties and our inability to conduct such activities ourselves would materially harm our business,
financial condition and results of operations.

Risks Related to Our Intellectual Property

Our ability to protect our intellectual property rights will be critically important to the success of our business, and we may not be able to protect these rights in the
United States or abroad.

Our success depends in part on our ability to:



We
will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary rights are covered by valid and enforceable patents or
are effectively maintained as trade secrets. We own six issued patents in the United States, one granted patent in Europe and three granted patents in Japan, and have 18 pending patent applications in
the United States and 102 patent pending applications abroad relating to XenoMouse technology. Our wholly owned subsidiary, Xenotech, owns two issued U.S. patents and one Australian patent and has one
pending U.S. and three pending foreign patent applications related to methods of treatment of bone disease in cancer patients, and one U.S. patent relating to genetic manipulation. Our wholly owned
subsidiary, Abgenix Biopharma, owns one issued U.S. patent and has one pending patent in Canada and Europe relating to the SLAM technology. Our wholly owned subsidiary IntraImmune Therapies owns
several patents and has pending applications in the United States and in Europe related to intrabody technology, which may give antibodies access to intracellular targets. In addition, we have seven
issued U.S. patents, four pending patent applications in the United States and 15 pending patent
applications abroad that are jointly owned with Japan Tobacco relating to antibody technology or genetic manipulation. While we rely on U.S. and foreign patent laws to protect our proprietary
technology, any patents, if issued, may provide us with little protection, especially in foreign countries. We attempt to protect our proprietary position by filing U.S. and foreign patent
applications related to our proprietary technology, inventions and improvements that are important to the development of our business. However, the patent position of biopharmaceutical companies
involves complex legal and factual questions, and, therefore, we cannot predict with certainty whether our patents will be enforced. In addition, third parties may challenge, invalidate or circumvent
any of our patents, once they are issued. Thus, any patents that we own or license from third parties may not provide any protection against competitors. Our pending patent applications, those we may
file in the future, or those we may license from third parties, may not result in patents being issued. Also, patent rights may not provide us with adequate proprietary protection or competitive
advantages against competitors with similar technologies. The laws of certain foreign countries do not protect our intellectual property rights to the same extent as do the laws of the United States.

In
addition to patents, we rely on trade secrets and proprietary know-how. We seek protection, in part, through confidentiality and proprietary information agreements.
These agreements may not provide meaningful protection for our technology or adequate remedies in the event of unauthorized use or disclosure of confidential and proprietary information, and, in
addition, the parties may breach such agreements. Also, our trade secrets may otherwise become known to, or be independently developed by, our competitors. Furthermore, others may independently
develop similar technologies or duplicate any technology that we have developed.

26

---

We may face challenges from third parties regarding the validity of our patents and proprietary rights, or asserting that we are violating their patents or proprietary rights,
which could result in litigation that would be costly to defend and could deprive us of valuable rights.

Parties have conducted research for many years in the antibody and transgenic animal fields. The term "transgenic", when applied to an animal, such as a mouse,
refers to an animal that has chromosomes into which human genes have been incorporated. This research has resulted in a substantial number of issued patents and an even larger number of pending patent
applications. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made. Our commercial
success depends significantly on our ability to operate without infringing the patents and other proprietary rights of third parties. Our technologies may unintentionally infringe the patents or
violate other proprietary rights of third parties. Such infringement or violation may prevent us and our customers from pursuing product development or commercialization. Such a result could
materially harm our business, financial condition and results of operations.

In
March 1997, we entered into a cross-license and settlement agreement with GenPharm International, Inc. to avoid protracted litigation. Under the cross-license, we
licensed on a non-exclusive
basis certain patents, patent applications, third-party licenses and inventions pertaining to the development and use of certain transgenic rodents, including mice, that produce fully human antibodies
that are integral to our products and business. Our business, financial condition and results of operations could be materially harmed if any of the parties breaches the cross-license agreement.

We
have one granted European patent relating to XenoMouse technology that is currently undergoing opposition proceedings within the European Patent Office and the outcome of this
opposition is uncertain.

GlaxoSmithKline,
plc, or Glaxo, has a family of patents relating to certain methods for generating monoclonal antibodies that Glaxo is asserting against Genentech, Inc. in
litigation that was commenced in 1999. On May 4, 2001, Genentech announced that a jury had determined that Genentech had not infringed Glaxo's patents and that all of the patent claims asserted
against Genentech are invalid. We understand that Glaxo has filed a notice of appeal with the Court of Appeals for the Federal Circuit. If any of the claims of these patents are finally determined in
the litigation to be valid, and if we were to use manufacturing processes covered by the patents to make our products, we may then need to obtain a license should one be available. Should a license be
denied or unavailable on commercially reasonable terms, we may have difficulty commercializing one or more of our products in any territories in which these claims were in force.

Genentech, Inc.
owns a U.S. patent that issued in June 1998 relating to inhibiting the growth of tumor cells that involves an antibody that binds to an epidermal growth
factor receptor, or an anti-EGF receptor antibody, in combination with a cytotoxic factor, which is a substance having a toxic effect on cells. ImClone Systems, Inc. owns or is
licensed under a U.S. patent that issued in April 2001, relating to inhibiting the growth of tumor cells that involves an anti-EGF receptor antibody in combination with an
anti-neoplastic, or anti-tumor, agent. We believe there are strong arguments that all claims of both the Genentech patent and the ImClone patent are invalid. We are continuing
to analyze the scope of these patents. We believe that currently all of our activities relating to anti-EGF receptor monoclonal antibodies are within the exemption provided by the U.S.
patent laws for uses reasonably related to obtaining FDA approval of a drug. Based on our product development plans, we do not expect the scope of our activities in this regard to change in the future
prior to filing an application for a biologic license with the FDA. If a court determines that the claims of either the Genentech patent or the ImClone patent cover our activities with
ABX-EGF and are valid, such a decision may require us to obtain a license to Genentech's or ImClone's patent, as the case may be, to label and sell ABX-EGF for certain
combination therapies. Our failure to obtain a license, or to obtain a license on commercially reasonable terms, could impede our commercialization of ABX-EGF in the United States.

27

---



In
2000, the Japanese Patent Office granted a patent to Kirin Beer Kabushiki Kaisha, one of our competitors, relating to non-human transgenic mammals. Kirin has filed
corresponding patent applications in Europe and Australia. Kirin may also have filed a corresponding patent application in the United States. Our licensee, Japan Tobacco, has filed opposition
proceedings against the Kirin patent. We cannot predict the outcome of those opposition proceedings, which may take years to be resolved. In any event, based upon our analysis of the Kirin patent, we
believe that the patent will not adversely affect our business.

Extensive
litigation regarding patents and other intellectual property rights has been common in the biotechnology and pharmaceutical industries. The defense and prosecution of
intellectual property suits, United States Patent and Trademark Office interference proceedings, and related legal and administrative proceedings in the United States and internationally involve
complex legal and factual questions. As a result, such proceedings are costly and time-consuming to pursue and their outcome is uncertain. Litigation may be necessary to:



Our
involvement in any litigation, interference or other administrative proceedings, could cause us to incur substantial expense and could significantly divert the efforts of our
technical and management personnel. An adverse determination may subject us to loss of our proprietary position or to significant liabilities, or require us to seek licenses that may not be available
from third parties. An adverse determination in a judicial or administrative proceeding, or a failure to obtain necessary licenses, may restrict or prevent us from manufacturing and selling our
products, if any. Costs associated with these arrangements may be substantial and may include ongoing royalties. Furthermore, we may not be able to obtain the necessary licenses on satisfactory terms,
if at all. These outcomes could materially harm our business, financial condition and results of operations.

Risks Related to Our Industry

We face intense competition and rapid technological change, and if we fail to develop products that keep pace with new technologies and that gain market acceptance, our product
candidates or technologies could become obsolete.

The biotechnology and pharmaceutical industries are highly competitive and subject to significant and rapid technological change. We are aware of several
pharmaceutical and biotechnology companies that are actively engaged in research and development in areas related to antibody therapy. These companies have commenced clinical trials of antibody
therapeutic product candidates or have successfully commercialized antibody products. Many of these companies are addressing the same diseases and disease indications as we or our customers are. Also,
we compete with companies that offer antibody generation services to companies that have antigens. These competitors have specific expertise or technology related to antibody development and introduce
new or modified technologies from time to time. These companies include GenPharm International, Inc., a wholly owned subsidiary of Medarex, Inc.; Medarex's joint venture partner, Kirin
Brewing Co., Ltd.; Genmab; Cambridge Antibody Technology Group plc; Protein Design Labs, Inc.; and MorphoSys AG.

Some
of our competitors have received regulatory approval of or are developing or testing product candidates that may compete directly with our product candidates. For example,
SangStat Medical Corp., Novartis, Pharmacia Corporation and Roche market organ transplant rejection products that may compete with ABX-CBL, which is in clinical trials. In addition,
MedImmune, Inc. has a potential antibody product candidate in clinical trials for graft versus host disease that may compete with ABX-CBL. We are also aware that several companies,
including Genentech, Inc., Biogen, Inc. and

28

---

Immunex Corporation, have potential product candidates for the treatment of psoriasis that may compete with ABX-IL8, which is in clinical trials. Furthermore, we are aware that ImClone
Systems, Inc., AstraZeneca PLC, GlaxoSmithKline and a collaboration of OSI Pharmaceuticals, Inc., Genentech, Inc. and Roche have potential antibody and small molecule product
candidates in clinical development that may compete with ABX-EGF, which is also in clinical trials.

Many
of these companies and institutions, either alone or together with their customers, have substantially greater financial resources and larger research and development staffs than
we do. In addition, many of these competitors, either alone or together with their customers, have significantly greater experience than we do in:



Accordingly,
our competitors may succeed in obtaining patent protection, receiving FDA approval or commercializing products before we do. If we commence commercial product sales, we
will be competing against companies with greater marketing and manufacturing capabilities, areas in which we have limited or no experience.

We
also face, and will continue to face, competition from academic institutions, government agencies and research institutions. There are numerous competitors working on products to
treat each of the diseases for which we are seeking to develop therapeutic products. In addition, any product candidate that we successfully develop may compete with existing therapies that have long
histories of safe and effective use. Competition may also arise from:



Developments
by competitors may render our product candidates or technologies obsolete or non-competitive. We face and will continue to face intense competition from other
companies for agreements with pharmaceutical and biotechnology companies for establishing relationships with academic and research institutions, and for licenses to proprietary technology. These
competitors, either alone or with their customers, may succeed in developing technologies or products that are more effective than ours.

We face uncertainty over reimbursement and healthcare reform, which, if determined adversely to us, could seriously hinder the market acceptance of our products.

In both domestic and foreign markets, sales of our product candidates will depend in part upon the availability of reimbursement from third-party payors, such
as government health administration authorities, managed care providers and private health insurers. Third-party payors are increasingly challenging the price and examining the cost effectiveness of
medical products and services. In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Adequate third-party reimbursement may not be available
to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development. In addition, domestic and foreign governments continue to propose and pass
legislation designed to reduce the cost of healthcare, which could further limit reimbursement for pharmaceuticals. The failure of the government and third-party payors to provide adequate coverage
and reimbursement rates for our

29

---

product candidates could adversely affect the market acceptance of our products. The failure of our products to receive market acceptance would materially harm our business, financial condition and
results of operations.

Other Risks Related to Our Company

We acquired Abgenix Biopharma, a Vancouver-based biotechnology company, in November 2000. We may experience difficulty in the integration of this acquisition, or any
future acquisition, with the operations of our business.

In November 2000, we acquired all of the voting stock of Abgenix Biopharma, a Canadian biotechnology company that develops and intends to commercialize
antibody-based therapeutic and diagnostic products for the treatment and diagnosis of a variety of diseases, for an aggregate consideration of approximately $77.2 million.

We
have a limited history of operating the business of our company and Abgenix Biopharma on a consolidated basis, and we have no prior experience operating a business outside of the
United States. We may have difficulty integrating Abgenix Biopharma's research and development operations with our own. Difficulty managing the integration of Abgenix Biopharma could result from many
factors, some of which are beyond our control, including the following:



In
the future, we may from time to time seek to expand our business through additional corporate acquisitions. Our acquisition of companies and businesses and expansion of operations
involve risks such as the following:



In
addition, our acquisition of companies and businesses and expansion of operations, including the recent acquisition of Abgenix Biopharma, may result in dilutive issuances of equity
securities, the incurrence of additional debt, large one-time write-offs and the creation of goodwill or other intangible assets that could result in amortization expense.

The future growth and success of our business will depend on our ability to continue to attract and retain our employees and consultants.

For us to pursue product development, marketing and commercialization plans, we will need to hire additional qualified scientific personnel to perform research
and development. We will also need to hire personnel with expertise in clinical testing, government regulation, manufacturing, marketing and
finance. Attracting and retaining qualified personnel will be critical to our success. We may not be able to attract and retain personnel on acceptable terms given the competition for such personnel
among biotechnology, pharmaceutical and healthcare companies, universities and non-profit research

30

---

institutions. Our inability to attract and retain qualified personnel might materially harm our business, financial condition and results of operations.

We have implemented a stockholder rights plan and are subject to other anti-takeover provisions, which could deter a party from effecting a takeover of us at a
premium to our then-current stock price.

In June 1999, our board of directors adopted a stockholder rights plan, which we amended in November 1999. The stockholder rights plan and
certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of us. This could limit the price that certain investors might be willing to pay in the future for our common stock. Certain provisions
of our amended and restated certificate of incorporation and amended and restated bylaws allow us to:



We
are subject to certain provisions of Delaware law which could also delay or make more difficult a merger, tender offer or proxy contest involving us. In particular,
Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years unless
certain conditions are met. The stockholder rights plan, the possible issuance of preferred stock, the procedures required for director nominations and stockholder proposals and Delaware law could
have the effect of delaying, deferring or preventing a change in control of us, including, without limitation, discouraging a proxy contest or making more
difficult the acquisition of a substantial block of our common stock. The provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.

We face product liability risks and may not be able to obtain adequate insurance, and if we are held liable for an uninsured claim or a claim in excess of our insurance limits,
our business, financial condition and results of operations may be harmed.

The use of any of our product candidates in clinical trials, and the sale of any approved products, may expose us to liability claims resulting from such use
or sale of our products. Consumers, healthcare providers, pharmaceutical companies or others selling such products might make claims of this kind. We may experience financial losses in the future due
to product liability claims. We have obtained limited product liability insurance coverage for our clinical trials, under which the coverage limits are $5.0 million per occurrence and
$5.0 million in the aggregate. We intend to expand our insurance coverage to include the sale of commercial products if we obtain marketing approval for product candidates in development. We
may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses. If third parties bring a successful product liability claim or series of
claims against us for uninsured liabilities or in excess of insured liabilities, our business, financial condition and results of operations may be materially harmed.

Our operations involve hazardous materials, and we could be held responsible for any damages caused by such materials.

Our research and manufacturing activities involve the controlled use of hazardous materials. In addition, although we maintain insurance for harm to employees
and to our facilities caused by

31

---

hazardous materials, we do not insure against any other harm (including harm to the environment) caused by the use of hazardous materials on our premises. We cannot eliminate the risk of accidental
contamination or injury from these materials. In the event of an accident or environmental discharge, we may be held liable for any resulting damages, which may exceed our financial resources and may
materially harm our business, financial condition and results of operations.

We do not intend to pay cash dividends on our common stock.

We intend to retain any future earnings to finance the growth and development of our business and we do not plan to pay cash dividends on our common stock in
the foreseeable future.

Our stock price is highly volatile, and you may not be able to sell your shares of our common stock at a price greater than or equal to the price you paid for them.

The market price and trading volume of our common stock are volatile, and we expect such volatility to continue for the foreseeable future. For example, during
the period between September 30, 2000 and September 30, 2001, our common stock closed as high as $93.1875 per share and as low as $16.75 per share. This may impact your decision to buy
or sell our common stock. Factors affecting our stock price include:



The state of California is currently experiencing a shortage of electrical energy that may cause certain of our operations to be suspended temporarily, which could slow our
research efforts and increase our operating costs.

Substantially all of our operations in Fremont, California are run by electrical energy purchased from a local utility. We have not experienced energy
shortages and do not anticipate any significant difficulties in the foreseeable future. We have limited back-up generating capacity. Extended shortages of energy could slow our research
efforts and increase our operating costs.

ITEM 3Quantitative and Qualitative Disclosures about Market Risk.

Interest Rate Risk.  The objective of our investment activities is to preserve principal, while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, we invest in highly liquid and high quality debt securities. Our investments in debt securities are subject to interest rate risk. To minimize
the exposure due to an adverse shift in interest rates, we invest in short-term

32

---

securities and our goal is to maintain an average maturity of approximately one year. A hypothetical 1.0% per annum increase in interest rates would result in a decrease in the fair market value of
our debt securities of approximately $5.3 million, at September 30, 2001 and approximately $1.1 million, at December 31, 2000.

Equity
Price Risk.  We are exposed to equity price risk on strategic investments in CuraGen Corporation and Immunogen, Inc. We typically do not attempt to reduce
or eliminate our market exposure on these securities. With respect to CuraGen and Immunogen, each of whose common stock trades on public exchanges, assuming an adverse change of 30% in the market
price of their stock, the fair value of our equity investments would decrease in value by approximately $15.3 million and $23.8 million as of September 30, 2001 and
December 31, 2000, respectively. This estimate is not necessarily indicative of future performance and actual results may differ materially.

33

---



PART IIOTHER INFORMATION

ITEM 1Legal Proceedings

Not applicable.

ITEM 2Changes in Securities and Use of Proceeds

Use of Proceeds

Not applicable.

Recent Sales of Unregistered Securities

Not applicable.

ITEM 3Defaults upon Senior Securities

Not applicable.

ITEM 4Submission of Matters to Vote of Security Holders

Not applicable.

ITEM 5Other Information

Not applicable.

34

---

ITEM 6Exhibits and Reports on Form 8-K



|Exhibit No. |  | Caption                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                  
|4.1(1)      |  | Specimen Common Stock Certificate.                                                                                                                                                                                               
|10.67(3)    |  | Lease dated September 1, 2001 among Townline Ventures 17 Ltd., Abgenix Biopharma Inc. and Abgenix, Inc.                                                                                                                          
|*10.68(3)   |  | License Agreement among Medical Research Council, Agricultural and Food Research Council Institute of Animal Physiology and Genetics Research of Babraham Hall, Marianne Bruggemann and Cell Genesys, Inc., dated March 29,
1994.

---



35

---





SIGNATURES

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

|Dated: November 14, 2001 |  |                                                                                                                          
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------
|                         |  | ABGENIX, INC.(Registrant)                                                                                                
|                         |  | /s/R. SCOTT GREERR. Scott Greer Chief Executive Officer
(Principal Executive Officer)                                    
|                         |  | /s/KURT LEUTZINGERKurt Leutzinger Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

36

---

QuickLinks