**Exhibit10.82**

 

[Lonza Biologics plcLetterhead]

 

 

Patrick Murphy

Senior Vice President, Production Services

Abgenix, Inc.

6701 Kaiser Drive

Fremont, CA 94555

 

27th June 2003

 

Dear Mr. Patrick Murphy,

 

1.             Thepurpose of this letter agreement (“the Variation”) is to (i) acknowledgetermination of that certain Product Supply Agreement (relating to productsupply from the South Western Fermenter Hall), made between Lonza Biologicsplc” (“LB”) and Abgenix, Inc. (“Abgenix”) on 20th November 2000(“the Agreement”) and (ii) to modify the termination payment due LB fromAbgenix under the Agreement.  Allcapitalized terms not otherwise defined in this Variation shall have themeanings set out in the Agreement.

 

2.             Under Clause 18.1of Schedule 4 to the Agreement, Abgenix has the right to terminate theAgreement by notice in writing to LB. LB agrees that Abgenix has served such notice and the parties agree thatthe Agreement shall terminate on 30th June 2003.

 

3.             Notwithstanding anyprovisions of the Agreement, the parties agree that, in consideration for LBbeing released from all of its obligations under the Agreement, the terminationfee payable by Abgenix under Clause 18 of Schedule 4 to the Agreement shall bereduced to ₤17,000,000 (pounds sterling seventeen million).  Such termination fee shall be in full andfinal settlement of Abgenix’s obligations arising under Clauses 18.1 and 18.2and LB’s obligations arising under Clause 18.3 of the Agreement.  Such termination fee shall be considered duein full on 30th June 2003 and shall be payable in 4 (four) equalinstallments of ₤4,250,000 on 1st October 2003, 1stFebruary 2004, 1st May 2004 and 1st August 2004.  In the event that a payment is late, thefull sum outstanding shall become payable immediately and interest shall accrueon any amount overdue at the rate of 4% (four percent) above the base lendingrate from time to time of HSBC Bank, interest to accrue on a day to day basisboth before and after judgment.

 

4.             LB hereby agrees,at no charge to Abgenix, to release those vials of Abgenix product currentlyunder final release review at such time in 2003, after the date of thisVariation when such final release review is complete.

 

5.             Each of the partieshereby agrees that, apart from the obligations set forth in this Variation, ithas no claim against the other arising in respect of the Agreement.

 

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6.             The partiesacknowledge that as partial inducement to entering into this Variation, LB hasagreed to make available manufacturing services to Abgenix on terms and conditionsto be reflected in a separate agreement.

 

7.             Any clauses in theAgreement expressed to survive the termination of the Agreement shall sosurvive.

 
| Yours sincerely,                   |
|------------------------------------|
|                               |
| /s/ Markus  Gemuend                |   |
|                               |
| Markus Gemuend                     |
| Chief Executive Officer            |
| For and on behalf of Lonza plc     |
|                               |
| Accepted in full the above terms:  |
|                               |
| /s/ Kurt  Leutzinger               |   |
|                               |
| Name:  Kurt  Leutzinger       |
| Title:  CFO                   |
| For and on behalf of Abgenix, Inc. |

 

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