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 written
confirmation of a transition in your employment status from regular full-time
employee 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 Chief
Scientific Officer and a Corporate Officer, retaining the title of Senior Vice
President, Technology Assessment.  You
will undertake a part-time assignment focused on, but not limited to,
successfully integrating your replacement, completing technical/scientific
assessments on our portfolio and potential in-licensing and out-licensing
opportunities, identifying and conducting technical due diligence on potential
acquisition targets and/or new business opportunities for Abgenix, and
transitioning your role on certain joint steering committees with our
collaborators.  In your new role you will
be available to the Company up to eighty hours each month.  Notwithstanding any obligation to or
agreement with Abgenix to the contrary, you will be free to explore and engage
in consulting opportunities and participate on scientific advisory boards,
boards of directors, and the like with other companies, provided that (a) in
the course of these activities you do not disclose any confidential information
or trade secret of Abgenix, and (b) Abgenix shall not have any right, title or
interest in any trade secret, invention, idea, process, formula, compound,
data, program, know-how, improvement, discovery, design or technique that you
learn of or develop in the course of such activities without using any
confidential information or trade secret of Abgenix, and (c) your Employee
Confidential Information and Invention Assignment Agreement will remain in
effect.  In that respect, please notify
me if you intend to take an assignment that would implicate paragraph 4 of that
Agreement, which we will waive in our reasonable discretion after discussion
with you.  For ease of reference,
paragraph 4 of that Agreement provides as follows:


4.     Conflicting Employment.  I agree that, during the term of my
employment with Abgenix, I will not engage in any other employment, occupation,
consulting or other business activity directly related to the business in which
Abgenix 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 to
Abgenix.


 


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


 


 





















 


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


I appreciate your past
contributions to Abgenix and look forward to your ongoing contributions under
this new arrangement.  Please let me know
if you have any questions.


 


Best regards,


 


	
  /s/ Bill Ringo

  



 


Bill
Ringo


President
and 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.