**Exhibit 10.70**

 

May 9, 2005

 

Dr. Geoffrey Davis

c/o Abgenix, Inc.

6701 Kaiser Drive

Fremont, CA 94555

 

Dear Geoff:

 

This memo serves as writtenconfirmation of a transition in your employment status from regular full-timeemployee to part-time employee effective July 1, 2005.

As we previously discussed,as of July 1, 2005 you will voluntarily resign from your position as ChiefScientific Officer and a Corporate Officer, retaining the title of Senior VicePresident, Technology Assessment.  Youwill undertake a part-time assignment focused on, but not limited to,successfully integrating your replacement, completing technical/scientificassessments on our portfolio and potential in-licensing and out-licensingopportunities, identifying and conducting technical due diligence on potentialacquisition targets and/or new business opportunities for Abgenix, andtransitioning your role on certain joint steering committees with ourcollaborators.  In your new role you willbe available to the Company up to eighty hours each month.  Notwithstanding any obligation to oragreement with Abgenix to the contrary, you will be free to explore and engagein consulting opportunities and participate on scientific advisory boards,boards of directors, and the like with other companies, provided that (a) inthe course of these activities you do not disclose any confidential informationor trade secret of Abgenix, and (b) Abgenix shall not have any right, title orinterest in any trade secret, invention, idea, process, formula, compound,data, program, know-how, improvement, discovery, design or technique that youlearn of or develop in the course of such activities without using anyconfidential information or trade secret of Abgenix, and (c) your EmployeeConfidential Information and Invention Assignment Agreement will remain ineffect.  In that respect, please notifyme if you intend to take an assignment that would implicate paragraph 4 of thatAgreement, which we will waive in our reasonable discretion after discussionwith you.  For ease of reference,paragraph 4 of that Agreement provides as follows:

**4.     Conflicting Employment**.  I agree that, during the term of myemployment with Abgenix, I will not engage in any other employment, occupation,consulting or other business activity directly related to the business in whichAbgenix is now involved or becomes involved during the term of my employment,nor will I engage in any other activities that conflict with my obligations toAbgenix.

 

Effective July 1, 2005, yournew base salary as a part-time employee will be $138,500.00 or $11,541.66monthly.  As a part-time employee, youwill continue to receive company paid benefits, the normal employeecontributions will be deducted from your paycheck, and you will be eligible toparticipate in the 401k Plan. You will continue to accrue

 

 

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vacation time, prorated toyour part-time status.  Unless bothparties (Company and Employee) make a written modification to the terminationdate, your employment with Abgenix will terminate on December 31, 2005.  Thereafter, you will have the amount of timespecified in your stock option agreements in which to exercise any outstandingstock options.  Commencing on January 1,2006, you will be eligible to obtain health insurance benefits under COBRA.

I appreciate your pastcontributions to Abgenix and look forward to your ongoing contributions underthis new arrangement.  Please let me knowif you have any questions.

 

Best regards,

 
| /s/ Bill Ringo |
|----------------|

 

BillRingo

Presidentand Chief Executive Officer

Abgenix, Inc.

 

I understand and agree to the terms listed above:

 
| /s/ C. Geoffrey Davis    |   | Date: May 9, 2005 |
|--------------------------|--------|-------------------|
| C. Geoffrey Davis, Ph.D. |   |              |

 

 

 

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