Exhibit
10.131  RESTRICTED STOCK
AGREEMENT  This Agreement (the Agreement)
is made as of the 31st day of October, 2007 (Date of Award),
between Medarex, Inc., a New Jersey corporation (the Company), and
Ursula Bartels (the Grantee).  In
consideration of the agreements set forth below, the Company and the Grantee
agree as follows:  1.Grant.  A restricted stock award (Award) of 15,000
shares (Award Shares) of the Companys common stock, $.01 par value per share
(Common Stock), is hereby granted by the Company to the Grantee subject to (i) the
terms and conditions hereof, (ii) the provisions of the Medarex, Inc.
2005 Equity Incentive Plan (the Plan), a copy of which is attached hereto as Exhibit A
and the terms of which are incorporated by reference herein, and (iii) the
terms and conditions of the Grantees employment agreement with the Company
dated October 16, 2007 (the Employment Agreement), and (iv) the
receipt by the Company of a stock power endorsed in blank by the Grantee, in
the form attached hereto as Exhibit B. 
All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Plan.  The
term Cause as used herein shall have the meaning set forth in Section 6.C.(1) of
the Employment Agreement and not in the Plan. 
In the event of any conflict between the provisions of this Agreement,
the Employment Agreement and those of the Plan, the provisions of the Plan
shall control.  2.Transfer
Restrictions.  None of the Award
Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily
or involuntarily, by the Grantee, except in accordance with the terms of this
Agreement and the Plan.  3.Release
of Restrictions.  (a) The
restrictions set forth in Section 2 above shall lapse on October 22,
2010 with respect to all 15,000 Award Shares,provided, however, that if, prior to October 22, 2010,
the Grantees employment with the Company is terminated by the Company either (i) without
Cause or (ii) after giving the Grantee notice of non-renewal of the
Employment Agreement, the restrictions set forth in Section 2 above shall
be deemed to have lapsed with respect to 1/36th of the Award Shares
for each month of Grantees employment with the Company beginning on October 22,
2007 and ending on Grantees termination date.  (b) In the
event the Grantees employment with the Company is terminated prior to the date
the restrictions lapse, as provided in Section 3(a), due to the Grantees
retirement, permanent disability, or death, or in cases of special circumstances,
the Committee may, in its sole discretion, when it finds that a waiver would be
in the best interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to the Grantees Award Shares.  4.Forfeiture.  Except as set forth in Section 3 above,
in the event the Grantees employment with the Company is terminated for any
reason prior to the date the restrictions lapse


as provided in Section 3
above, the Award Shares for which restrictions have not lapsed shall be
forfeited to the Company.  5.Tender
Offer/Merger; Adjustment of Shares. 
Notwithstanding anything contained herein to the contrary:  (a)Award
Shares (i) may be tendered in response to a tender offer for or a request
or invitation to tenders of greater than 50% of the outstanding Common Stock of
the Company or (ii) may be surrendered in a merger, consolidation or share
exchange involving the Company; provided, however,
that in each case, in the event such tender offer, request for tender, merger,
consolidation or share exchange does not result in a Change in Control, the
securities or other consideration received in exchange therefore shall
thereafter be subject to the restrictions and conditions set forth herein.  Notwithstanding anything in the foregoing to
the contrary, upon a Change in Control any and all restrictions on restricted
stock shall lapse regardless of the restriction period established by the
Committee and all such restricted stock shall become fully vested and
nonforfeitable.  (b)In the event of any change in the
outstanding Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share split, reverse
share split, share distribution or combination of shares or the payment of a share
dividend, the Award Shares shall be treated in the same manner in any such
transaction as other Common Stock.  Any
Common Stock or other securities received by the Grantee with respect to the
Award Shares in any such transaction shall be subject to the restrictions and
conditions set forth herein.  6.Rights
as Stockholder.  The Grantee shall be
entitled to all of the rights of a stockholder with respect to the Award Shares
held in escrow including the right to vote such shares and to receive dividends
and other distributions payable with respect to such shares since the Date of
Award, even if some or all of such Award Shares have not yet vested and been
released from the restrictions set forth in Section 2 above.  7.Escrow
of Share Certificates.  Certificates
for the Award Shares shall be issued in the Grantees name and shall be held in
escrow by the Company until all restrictions lapse or such shares are forfeited
as provided herein; provided, however, that the terms of such escrow shall make
allowance for the transactions contemplated by Section 5 above.  A certificate or certificates representing
the Award Shares as to which restrictions have lapsed shall be delivered to the
Grantee upon such lapse, provided that any withholding obligations of the Company
are satisfied pursuant to Section 9 below.  8.Government
Regulations.  Notwithstanding
anything contained herein to the contrary, the Companys obligation to issue or
deliver certificates evidencing the Award Shares shall be subject to all
applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.


9.Withholding
Taxes.  The Company shall have the
right to require the Grantee to remit to the Company, or to withhold from other
amounts payable to the Grantee, as compensation or otherwise, an amount
sufficient to satisfy all federal, state and local withholding tax requirements
which may arise in connection with this Award.  10.Tax
Consequences.   The acquisition and vesting of the
Award Shares may have adverse tax consequences to the Grantee that may be
avoided or mitigated by filing an election under Section 83(b) of the
Code.  Such election must be filed within
thirty (30) days after the date this Award is granted.  The Grantee hereby acknowledges that it is
her responsibility, and not the Companys, to file a timely election under Section 83(b) of
the Code, even if the Grantee requests the Company to make such filing on her
behalf.  11.Award
not a Service Contract.  This Award
is not an employment or service contract, and nothing in this Award shall be
deemed to create in any way whatsoever any obligation on the Grantees part to
continue in the employ of or service to the Company, or on the part of the
Company to continue the Grantees employment or service.  12.Governing
Law.  This Agreement shall be
construed under the laws of the State of New Jersey, without regard to its
conflicts of laws principles.  IN WITNESS WHEREOF, the
Company has caused this Award to be granted on the date first above written.  Medarex, Inc.By:
  /s/
  Howard H. PienHoward H. Pien,President andChief Executive OfficerAccepted:/s/
  Ursula BartelsUrsula Bartels  Grantee


EXHIBIT B  STOCK POWER  FOR
  VALUE RECEIVED  Please insert Social
  Security or otherIdentification
  number of assignee
  Hereby sell, assign and
transfer unto:   (                               )
Shares of the                         
Capital Stock
of                                               
standing in my (our) name(s) on the books of said Corporation represented
by Certificate(s) No.(s)  herewith and do hereby
irrevocably constitute and appoint  Attorney to transfer the
said stock on the books of said Corporation with full power of substitution in
the premises.   Dated:
  
  
  By:   Signature Guaranteed*    
 * An eligible guarantor
is a member of one of the Acceptable Signature Guarantee Medallion Programs
(STAMP, SEMP, NYSEMSP) with a bond limit of $500,000 or more, or has applied to
us and has been accepted by Continental Stock Transfer & Trust Company as
of current date.