**EXHIBIT10.31**

 

**EMPLOYMENTAGREEMENT**

 

This **EMPLOYMENT AGREEMENT**(the“Agreement”) is entered into this 5th day of January, 2004 (the “Effective Date”),between W. Bradford Middlekauff (the “Executive”) and **MEDAREX,INC.** (the “Company”) (collectively, the Executive and the Companyshall be referred to as the “Parties”). In consideration of the mutual promises and agreements contained herein,the Parties agree as follows:

 

**1.****             PURPOSE.**  The Company desires to avail itself of theservices of the Executive as its Senior Vice President, General Counsel andSecretary, and the Executive desires to provide such services in accordancewith the terms of this Agreement.  TheParties agree that the duties and obligations expected of the Executive and ofthe Company are as set forth in this Agreement.

 

**2.****             EFFECTIVEDATE AND TERM.**  This Agreement shallbe effective, and its term (the “Term”) shall commence as of the EffectiveDate.  The Term shall continue throughand until January 4, 2007 (the “Initial Term”), unless terminated sooner asprovided by this Agreement or extended by the Parties.  The Term shall be automatically renewed forsuccessive periods of one year each (each, a “Renewal Term”), unless eitherParty gives to the other written notice of intent not to renew at least ninety(90) days prior to the expiration of the Initial Term or any Renewal Term.  This Agreement supersedes in its entiretythat Employment Agreement between the Company and the Executive dated April 5,2000.

 

**3.****             COMPENSATION.**

 

**A.****            Salary.**  During the Term the Company shall pay orcause to be paid to the Executive, in bi-weekly installments, a salary of$340,000 per annum or such greater amount as may from time to time bedetermined by the Board of Directors (the “Board”) of the Company (the “Base Salary”).  The Base Salary shall be reviewed annually bythe Board and, if appropriate, may be increased.  The Board may also pay the Executive suchbonuses as it deems appropriate. Notwithstanding the foregoing, no increase in Base Salary or bonus shallbe paid to the Executive unless and until approved by a committee of the Board,a majority of which is comprised of Directors who are not employees of theCompany.

 

**B.****            Expenses.**  The Company shall reimburse the Executive,within thirty days of voucher, the amount of all travel, hotel, entertainmentand other expenses (properly vouched) reasonably incurred by the Executive infurtherance of his duties under this Agreement.

 

**C.****            Benefits.**

 

**(1)****           Vacation.**  The Executive shall be entitled to twenty(20) business days of vacation each year. The Executive shall be entitled to carry any unused vacation days overto the next calendar year.  However, inno event will Executive’s accrued but unused vacation exceed 40 days.

 

**(2)****           Holidays.**  The Executive shall be entitled to allholidays generally provided to other employees of the Company.

 

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**(3)****           LifeInsurance.**  During the Term, theCompany shall, upon proof of insurability, purchase, or cause to be purchased,a policy or policies insuring the life of the Executive payable to theExecutive’s designated beneficiary(s) at least equal to that life insurancegenerally provided to other executive employees of the Company.

 

**(4)****           MedicalInsurance.**  During the Term, theCompany shall acquire and pay for, or reimburse the Executive for,hospitalization, dental, major medical, or other health insurance for thebenefit of the Executive and his dependents at least equal to that generallyprovided other executive employees under the Company’s group health insuranceplan(s).

 

**(5)****           SickLeave/Disability.**  During any periodin which the Executive is absent from work as a result of personal injury,sickness or other disability, the Board may, by majority vote, appoint anActing Senior Vice President, General Counsel and Secretary to serve for theduration of the Executive’s absence.  TheCompany shall, while such period continues or for 180 days, whichever is ashorter period, pay the Executive his full Base Salary.  The Executive will also be entitled toadditional disability benefits at least equal to that which is generallyprovided to other executive employees after the Effective Date.

 

**(6)****           Directors’and Officers’ Liability Insurance.** During the Term, the Company shall acquire and pay for, or reimburse theExecutive for, directors’ and officers’ liability insurance for the benefit ofthe Executive at least equal to that generally provided to other executiveofficers of the Company.

 

**(7)****           OtherBenefits.**  The Executive shall beentitled to participate in any equity incentive, pension, retirement or otherqualified plans adopted by the Company for the benefit of its employees,including, but not limited to, the Company’s stock option plans and the Company’stax-qualified 401(k) cash or deferred compensation plan.

 

**4.****             DUTIESOF THE EXECUTIVE.**

 

**A.****            Duties.**  During the Term, the Executive shall beSenior Vice President, General Counsel and Secretary of the Company, shallperform such duties as the Company may reasonably require and shall use his bestefforts to carry into effect the directions of the Chief Executive Officer ofthe Company.

 

**B.****            Representation.**  During the Term, the Executive shall well andfaithfully serve the Company and use his best efforts to promote the interestsof the Company.  The Executive shall atall times give the Company the full benefit of his knowledge, expertise,technical skill and ingenuity in the performance of his duties and exercise ofhis powers and authority as Senior Vice President, General Counsel and Secretary.  In particular (but without limiting thegenerality thereof), the Executive shall give to the Chief Executive Officersuch information regarding the affairs of the Company as he shall require andat all times conform to the reasonable instructions or directions of the ChiefExecutive Officer.

 

**C.****            TimeDevoted by Executive.**  The Executiveagrees to devote substantially all his time and attention during business hoursand such additional time and attention as may reasonably be required to performhis duties hereunder.  It shall not be a 

 

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violation of thisAgreement for the Executive to (a) serve on corporate, civic or charitableboards or committees, (b) deliver lectures, fulfill speaking engagements or teachat educational institutions, (c) manage personal investments, or (d) engage inactivities permitted by the policies of the Company or as specificallypermitted by the Company, so long as such activities do not significantlyinterfere with the full time performance of the Executive’s responsibilities inaccordance with this Agreement.  It isexpressly understood and agreed that to the extent any such activities havebeen conducted by the Executive prior to the Term, the continued conduct of suchactivities (or the conduct of activities similar in nature and scope) duringthe Term shall not thereafter be deemed to interfere with the performance ofthe Executive’s responsibilities to the Company.

 

**5.****             RESTRICTIONSON THE EXECUTIVE.**

 

**A.****            Non-Disclosureof Confidential Information.**  Allinformation learned or developed by the Executive during the course of hisemployment by the Company will be deemed “Confidential Information” under theterms of this Agreement.  Examples ofConfidential Information include, but are not limited to, business, scientificand technical information owned or controlled by the Company, including theCompany’s business plans and strategies; business operations and systems;information concerning employees, customers, partners and/or licensees; patentapplications; trade secrets; inventions; ideas; procedures; formulations;processes; formulae; data and all other information of any nature whatsoeverwhich relate to the Company’s business, science, technology and/orproducts.  In addition, ConfidentialInformation shall include, but not be limited to, all information which theCompany may receive from third parties. The Executive will not disclose to any person at any time or use in anyway, except as directed by the Company, either during or after the employmentof the Executive by the Company, any Confidential Information.  The foregoing restrictions shall not apply toinformation which is or becomes part of the public domain though no act orfailure to act by the Executive.

 

In addition to the foregoing, in the process of theExecutive’s employment with the Company, or thereafter, under no condition isthe Executive to use or disclose to the Company, or incorporate or use in anyof his work for the Company, any confidential information imparted to theExecutive or with which he may have come into contact while in the employ ofhis former employer(s).

 

**B.****            Inventions.**  The term “Invention” means any invention,discovery, improvement, apparatus, implement, process, compound, composition orformula, whether or not patentable, conceived or reduced to practice, in wholeor in part, by the Executive (alone, or jointly with others) during any term ofhis employment by the Company and twelve (12) months thereafter which directlyor indirectly relates to the business, science, technology or products of theCompany and /or any Confidential Information. The Executive will keep, on behalf of the Company, complete, accurate,and authentic accounts, notes, data, and records (“Records”) of each and everyInvention, which Records will, at all times, be the property of theCompany.  The Executive will comply withthe directions of the Company with respect to the manner and form of keeping orsurrendering Records and will surrender to the Company all Records at the endof the Executive’s term of employment by the Company.

 

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Each Invention will be the sole and exclusive propertyof the Company. The Executive will, at the request of the Company, makeapplication in due form for United States letters patent and foreign letterspatent (each, a “Patent”) on any Invention and execute any necessary documentsin connection with the Patents.  TheExecutive will assign and transfer to the Company all right, title, and interestof the Executive in any Patents or Patent applications.  The Executive agrees to cooperate with anyactions necessary to continue, renew or retain the Patents.  The Company will bear the entire expense ofapplying for and obtaining the Patents.

 

For one year after the termination of the term of theExecutive’s employment by the Company, the Executive will not file anyapplications for Patents on any Invention other than those filed at the requestof and on behalf of the Company.

 

The Executive, as a condition of his employment,hereby represents that, to the best of his knowledge, there is not as of thedate of this Agreement any agreement or obligation outstanding with or to anyof his former employers or other party, which would restrict, limit or in anyway prohibit all or any portion of his work or employment, nor is there in hispossession any confidential information used by any of his former employers orany other party (except as may have been revealed in generally availablepublications or otherwise made publicly available).

 

**C.****            Non-Competition;Non-Solicitation.**

 

**(1)****           Non-Competition.**  During the Term, without the consent of theConflicts Committee of the Board of Directors, the Executive may not directlyor indirectly engage in, or have any interest in, any business (whether asemployee, officer, director, agent, a five percent (5%) or greater securityholder, creditor, consultant, or otherwise) that competes directly with thebusiness of the Company (as such business may exist during the Term).

 

**(2)****           Non-Solicitationof Orders.**  During the Term, andthereafter as specifically provided in Subsection 6.B.(2) or 6.D.(2), theExecutive shall not, whether for himself or on behalf of any other person orcompany, directly or indirectly, solicit orders for the creation of antibodiesin transgenic animals from any person or company, who at any time within theyear prior to the end of the Term was a licensee, collaborator or customer ofthe Company.

 

**(3)****           Non-Solicitation of Employees. **During the Term, and thereafter asspecifically provided in Subsection 6.B.(2) or 6.D.(2), the Executive shallnot, directly or indirectly induce or solicit any other employee of the Companyto terminate his or her employment with the Company for the purpose of joininganother company in which the Executive has an interest (whether as an employee,officer, director, agent, a five percent (5%) or greater security holder,creditor, consultant, or otherwise).

 

**D.****            Breach.**  The Executive acknowledges that there may becircumstances in which his breach of any covenant set forth in this Section 5.could cause harm to the Company which may not be compensable by monetarydamages alone, and which could potentially entitle the Company to injunctiverelief.  However, by acknowledging thispossibility, the Employee is not agreeing to waive his right to require theCompany to meet its evidentiary burdens as required by law in any cause ofaction brought by the Company seeking such injunctive relief.

 

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**6.****             TERMINATION.**

 

**A.****            Non-Renewal.**  The provisions of this Subsection 6.A applyif the Term is not renewed pursuant to the provisions of Section 2.

 

**(1)****          **Ifthe Company has given notice of non-renewal, the Company shall pay theExecutive his then existing Base Salary and continue Executive’s benefitsenumerated in Subsections 3.C.(3), 3.C.(4) and 3.C.(6) hereof (to the extentpermitted by the Company’s insurance carriers) for one year commencing with theday following the final day of the Term; *provided, however,*that this obligation shall be mitigated by earned income and benefits actuallyreceived by or for the account of the Executive from alternative employmentduring such one year period.  Inaddition, notwithstanding any provisions of the stock option plan or stockoption agreement pursuant to which any stock options were granted, theExecutive shall be entitled to exercise any of Executive’s stock options vestedas of the final day of the Term until eighteen months from the final day of theTerm or the expiration of the stated period of the option, whichever period isthe shorter.

 

**(2)****          **Atthe conclusion of the Term, all other Company obligations to the Executive asto salary and benefits shall cease.

 

**(3)****          **Ifthe Executive has given notice of non-renewal, all Company obligations to theExecutive as to salary and benefits shall cease at the conclusion of the Term.

 

**B.****            Terminationfor Cause by the Company.**

 

**(1)****          **ThisAgreement and the Term may be terminated “for cause” by the Company pursuant tothe provisions of this Subsection 6.B. If the Board determines that “cause” exists for termination of theExecutive’s employment, written notice thereof must be given to the Executivedescribing the state of affairs or facts deemed by the Board to constitute suchcause.  The Executive shall haveforty-five (45) days after receipt of such notice to cure the reasonconstituting cause and if he does so, the Term shall not be terminated for thecause specified in the notice.  Duringsuch forty-five (45) day period, the Term shall continue and the Executiveshall continue to receive his full Base Salary, expenses and benefits pursuantto this Agreement.  If such cause is notcured to the Board’s reasonable satisfaction within such forty-five (45) dayperiod, the Executive may then be immediately terminated by a majority vote ofthe Board excluding the Executive if the Executive is then a member of theBoard.  For purposes of this Agreement,the words “for cause” or “cause” shall be limited to actions on the part of theExecutive which constitute gross negligence or willful misconduct in theperformance or non-performance of the Executive’s duties or a material breachof this Agreement by the Executive so long as such material breach is notcaused by the Company.  The duties,powers and authority of the Executive may also, on a majority vote of the Boardexcluding the Executive if the Executive is then a member of the Board, besuspended for a reasonable period of time, but with a continuation of theExecutive’s full Base Salary, expenses and benefits pursuant to this Agreement,while a determination is made as to whether cause for termination exists.

 

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**(2)****          **Inthe event the Term is terminated by the Company for cause, the provisions ofSubsections 5.C.(2) and 5.C.(3) shall continue to apply for one year after theconclusion of the Term.

 

**(3)****          **Inthe event the Term is terminated by the Company for cause, the Executive’sentire right to salary and benefits hereunder (with the exception of salary andbenefits accrued prior to termination) shall cease upon such termination.

 

**C.****            TerminationWithout Cause by the Company or for Good Reason by the Executive.**

 

**(1)****          **TheCompany shall have the right to terminate the Term without cause on ninety (90)days written notice to the Executive.

 

**(2)****          **TheExecutive shall have the right to terminate the Term for good reason on thirty(30) days written notice to the Company. For purposes of this Agreement, the words “for good reason” or “goodreason” shall be limited to the following actions by the Company without theExecutive’s express written consent:  (a)the assignment to the Executive of any duties or responsibilities that resultsin a material diminution in the Executive’s position or function; *provided, however,* that a change in the Executive’s title orreporting relationships shall not provide the basis for a termination with goodreason; (b) a relocation of the Executive’s business office to a location morethan fifty (50) miles from the location at which the Executive performs dutiesas of the Effective Date, except for required travel by the Executive on theCompany’s business to an extent substantially consistent with the Executive’sbusiness travel obligations as of the Effective Date; or (c) a material breachby the Company of any provision of this Agreement or any other materialagreement between the Executive and the Company concerning the terms andconditions of the Executive’s employment. Such a termination by the Executive for good reason shall not beconsidered a resignation pursuant to Subsection 6.D.(1).

 

**(3)****          **Inthe event the Term is terminated pursuant to Subsection 6.C.(1) or 6.C.(2), theCompany shall pay the Executive his then existing Base Salary and continueExecutive’s benefits enumerated in Subsections 3.C.(3), 3.C.(4)and 3.C.(6) hereof (to the extent permitted by the Company’s insurancecarriers) for two years commencing with the day following the effective date ofthe termination of the Term.  Inaddition, notwithstanding any provisions of the stock option plan or stockoption agreement pursuant to which any stock options were granted, theExecutive shall be entitled to exercise any of Executive’s stock options vestedas of the final day of the Term until eighteen months from the final day of theTerm or the expiration of the stated period of the option, whichever period isthe shorter.

 

**D.****            Resignationby the Executive.**

 

**(1)****          **TheExecutive shall have the right to terminate the Term, by way of resignation,upon ninety (90) days’ written notice to the Company.  A termination by the Executive for goodreason pursuant to Subsection 6.C.(2) shall not be considered a resignationpursuant to this Subsection 6.D.(1).

 

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**(2)****          **Inthe event the Term is terminated pursuant to Subsection 6.D.(1), the provisionsof Subsections 5.C.(2) and 5.C.(3) shall continue to apply for one yearafter the conclusion of the Term.

 

**(3)****          **Inthe event the Term is terminated pursuant to Subsection 6.D.(1), the Executive’sentire right to salary and benefits hereunder shall cease at the effective dateof the termination of the Term.

 

**E.****             TerminationUpon Change in Control.**

 

**(1)****          **Forthe purposes of this Agreement, a “Change in Control” shall mean any of thefollowing events:

 

**(a)****          **Anacquisition (other than directly from the Company) of any voting securities ofthe Company (the “Voting Securities”) other than in a “Non-Control Acquisition”(as defined below) by any “Person” (as the term “person” is used for purposesof Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended,(the “1934 Act”)) which results in such Person first attaining “BeneficialOwnership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) offifty-one percent (51%) or more of the combined voting power of the Company’sthen outstanding Voting Securities.  Forpurposes of the foregoing, a “Non-Control Acquisition” shall mean anacquisition by (i) an employee benefit plan (or a trust forming a part thereof)maintained by (x) the Company or (y) any corporation or other Person of which amajority of its voting power or its equity securities or equity interest isowned directly or indirectly by the Company (a “Subsidiary”), or (ii) theCompany or any Subsidiary.

 

**(b)****          **Theindividuals who, as of the date of this Agreement, were members of the Board(the “Incumbent Board”) cease for any reason to constitute at least 66 2/3% ofthe Board; *provided, however,* that if the election,or a nomination for election by the Company’s shareholders, of any new directorwas approved by a vote of at least 66 2/3% of the Incumbent Board, such newdirector shall be considered as a member of the Incumbent Board; *provided further, however,* that no individual shall beconsidered a member of the Incumbent Board if such individual initially assumedoffice as a result of either an actual or threatened “Election Contest” (asdescribed in Rule 14a-11 promulgated under the 1934 Act) or other actual orthreatened solicitation of the proxies or consents by or on behalf of a Personother than the Board (a “Proxy Contest”) including by reason of any agreementintended to avoid or settle any Election Contest or Proxy Contest; or

 

**(c)****          **Theconsummation of a transaction approved by the Company’s shareholders and involving:  (1) a merger, consolidation or reorganizationin which the Company is a constituent corporation, unless (i) the shareholdersof the Company, immediately before such merger, consolidation orreorganization, own, directly or indirectly immediately following such merger,consolidation or reorganization, at least sixty-six and two-thirds percent(66-2/3%) of the combined voting power of the outstanding voting securities ofthe corporation resulting from such merger, consolidation or reorganization (the“Surviving Corporation”) in substantially the same proportion as theirownership of the voting securities immediately before such merger,consolidation or reorganization, (ii) the individuals who were 

 

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members of the IncumbentBoard immediately prior to the execution of the agreement providing for suchmerger, consolidation or reorganization constitute at least 66 2/3% of themembers of the board of directors of the Surviving Corporation, and (iii) no Personother than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan(or any trust forming a part thereof) maintained by the Company, the SurvivingCorporation or any Subsidiary, or (z) any Person who, immediately prior to suchmerger, consolidation or reorganization had Beneficial Ownership of fifty-onepercent (51%) or more of the then outstanding Voting Securities, has BeneficialOwnership of fifty-one percent (51%) or more of the combined voting power ofthe Surviving Corporation’s then outstanding voting securities (a transactiondescribed in clauses (i) and (ii) shall herein be referred to as a “Non-ControlTransaction”); (2) a complete liquidation or dissolution of the Company; or (3)an agreement for the sale or other disposition of all or substantially all ofthe assets of the Company to any Person (other than a transfer to aSubsidiary).

 

**(d)****          **Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur solely becausethe level of Beneficial Ownership held by any Person (the “Subject Person”)exceeds the designated percentage threshold of the outstanding VotingSecurities as a result of a repurchase or other acquisition of VotingSecurities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of thissentence) as a result of the acquisition of Voting Securities by the Company,and after such share acquisition, the Subject Person becomes the BeneficialOwner of any additional Voting Securities which, assuming the repurchase orother acquisition had not occurred, increases the percentage of the thenoutstanding Voting Securities Beneficially Owned by the Subject Person over thedesignated percentage threshold, then a Change in Control shall occur.

 

**(2)****          **TheExecutive shall have the right to terminate this Agreement, for any reason, onthirty (30) days’ written notice to the Company in the event of a Change inControl; *provided, however,* that such terminationright must be exercised by the Executive within one year following such Changein Control.  Any termination of the Termby the Company within one year following a Change in Control shall be deemed atermination by the Executive pursuant to the preceding sentence.

 

**(3)****          **Inthe event the Term is terminated by the Executive pursuant to Subsection6.E.(2) for any reason, the Company shall provide the Executive the followingbenefits:

 

**(a)****           Amount:**  In addition to all compensation for servicesrendered by Executive to the Company up to the date of termination, the Companyshall pay to Executive, no later than the date of such termination, a singlelump-sum payment in an amount equal to (i) thirty-six times Executive’s highestmonthly base compensation paid hereunder during the preceding twenty-four monthperiod, plus (ii) three times the Executive’s average annual bonus received bythe Executive during the preceding twenty-four month period.

 

**(b)****           Benefits:**  In addition to the payment described above,the Company shall continue to provide to Executive all benefits provided underSubsections 3.C.(3),

 

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3.C.(4) and 3.C.(6)hereof (to the extent permitted by the Company’s insurance carriers) for aperiod of twenty-four months after termination.

 

**(c)****           Accelerationof Options:**  All of the Executive’soutstanding options and/or equity awards shall become fully and immediatelyvested to the extent not already so provided under the terms of such optionsand equity awards.  Notwithstanding anyprovisions of the stock option plan or stock option agreement pursuant to whichany stock options subject to the preceding sentence were granted, the Executiveshall be entitled to exercise such options until three years from the date oftermination of employment or the expiration of the stated period of the option,whichever period is the shorter.

 

**(d)****           GoldenParachute Payment Provisions:**  If anypayment or benefit the Executive would receive pursuant to a Change in Controlfrom the Company or otherwise (“Payment”) would (i) constitute a “parachutepayment” within the meaning of Section 280G of the Internal Revenue Code of1986, as amended (the “Code”), and (ii) but for this sentence, be subject tothe excise tax imposed by Section 4999 of the Code (the “Excise Tax”), thensuch Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (x) thelargest portion of the Payment that would result in no portion of the Paymentbeing subject to the Excise Tax or (y) the largest portion, up to and includingthe total, of the Payment, whichever amount, after taking into account allapplicable federal, state and local employment taxes, income taxes, and theExcise Tax (all computed at the highest applicable marginal rate), results inthe Executive’s receipt, on an after-tax basis, of the greater amount of thePayment notwithstanding that all or some portion of the Payment may be subjectto the Excise Tax. If a reduction in payments or benefits constituting “parachutepayments” is necessary so that the Payment equals the Reduced Amount, reductionshall occur in the following order unless the Executive elects in writing adifferent order (*provided, however,* that suchelection shall be subject to Company approval if made on or after the effectivedate of the event that triggers the Payment): reduction of cash payments;cancellation of accelerated vesting of stock options or equity awards;reduction of employee benefits.  In theevent that acceleration of vesting of stock option or equity award compensationis to be reduced, such acceleration of vesting shall be cancelled in thereverse order of the date of grant of the Executive’s stock options or equityawards unless the Executive elects in writing a different order forcancellation.

 

The accounting firm engaged by the Company for generalaudit purposes as of the day prior to the effective date of the Change inControl shall perform the foregoing calculations.  If the accounting firm so engaged by theCompany is also serving as accountant or auditor for the individual, entity orgroup effecting the Change in Control, the Company shall appoint a nationallyrecognized accounting firm to make the determinations required hereunder.  The Company shall bear all expenses withrespect to the determinations by such accounting firm required to be madehereunder.

 

The accounting firm engaged to make the determinationshereunder shall provide its calculations, together with detailed supportingdocumentation, to the Company and the Executive within fifteen (15) calendardays after the date on which the Executive’s right to a Payment is triggered(if requested at that time by the Company or the Executive) or such other timeas requested by the Company or the Executive. If the accounting firm determines that no Excise Tax is payable withrespect to a Payment, either before or after 

 

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the application ofthe Reduced Amount, it shall furnish the Company and the Executive with anopinion reasonably acceptable to the Executive that no Excise Tax will beimposed with respect to such Payment. Any good faith determinations of the accounting firm made hereundershall be final, binding and conclusive upon the Company and the Executive.

 

**F.****             Terminationfor Disability.**

 

**(1)****          **Shouldthe Executive be absent from work as a result of personal injury, sickness orother disability as provided for in Subsection 3.C.(5) for any continuousperiod of time exceeding one hundred eighty (180) days, the Term may beterminated by the Company, upon written notice given to the Executive, becauseof the Executive’s disability.

 

**(2)****          **Inthe event the Term is terminated pursuant to Subsection 6.F.(1), then,following such Termination, the Executive shall continue to be entitled tobenefits pursuant to Subsections 3.C.(3), 3.C.(4) and 3.C.(6) hereof (to theextent permitted by the Company’s insurance carriers) for one hundred eighty(180) days after the conclusion of the Term. In addition, notwithstanding any provisions of the stock option plan orstock option agreement pursuant to which any stock options were granted, theExecutive shall be entitled to exercise any of Executive’s stock options vestedas of the final day of the Term until eighteen months from the final day of theTerm or the expiration of the stated period of the option, whichever period isthe shorter.

 

**G.****            TerminationUpon Death.**  If not earlierterminated, the Term shall terminate upon the death of the Executive and theCompany shall have no further obligation to the Executive or his estate exceptto pay the Executive’s estate any Base Salary accrued but remaining unpaidprior to his death, any expenses accrued but remaining unpaid prior to hisdeath, and any benefits accrued but remaining unpaid prior to his death.  In addition, the Company shall continue forthe benefit of Executive’s dependents Executive’s benefits enumerated inSubsections 3.C.(4) and 3.C.(6) hereof (to the extent permitted by the Company’sinsurance carriers) for two years commencing with the day following Executive’sdeath.  In addition, notwithstanding anyprovisions of the stock option plan or stock option agreement pursuant to whichany stock options were granted, the Executive shall be entitled to exercise anyof Executive’s stock options vested as of the final day of the Term untileighteen months from the final day of the Term or the expiration of the statedperiod of the option, whichever period is the shorter.

 

**H.****            COBRA.** If the Company continues benefits for Executive and his dependentspursuant toSubsection 6.A, 6.C, 6.E, 6.F or 6.G, Executive and his dependents, asapplicable, shall, upon the request of the Company, be required to elect toreceive such continued coverage under the provisions of the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and any analogousstate law, and the Company’s provision of such continued coverage for allpurposes shall be considered continuation coverage under COBRA and anyanalogous state law.  In the eventExecutive is required to make an election pursuant to the preceding sentence,the Company will reimburse the Executive for his COBRA and any analogous statelaw costs incurred during the periods set forth in Subsection 6.A, 6.C, 6.E,6.F or 6.G, as applicable, unless and until Executive becomes a full-timeemployee of another entity.

 

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**7.****             MISCELLANEOUS.**

 

**A.****            Notice.**  Any notice to be given hereunder shall eitherbe delivered personally and/or sent by first class certified mail and regularmail.  The address for service on theCompany shall be its registered office, and the address for service on theExecutive shall be his last known place of residence.  A notice shall be deemed to have been servedas follows:

 

**(1)****          **ifpersonally delivered, at the time of delivery; and/or

 

**(2)****          **ifposted, at the expiration of 48 hours (10 days if international) after theenvelope containing the same was delivered into the custody of the postalauthorities.

 

**B.****            Disability.**  The Company acknowledges its obligationsunder state and federal law to provide reasonable accommodations to theExecutive in the event of a disability, and nothing in this Agreement isintended to relieve the Company of that responsibility.

 

**C.****            BindingEffect.**  This Agreement shall bebinding upon and inure to the benefit of the Parties hereto and theirrespective heirs, personal representatives, successors and assigns, providedthat neither Party shall assign any of its rights or privileges hereunderwithout the prior written consent of the other Party except that the Company mayassign its rights hereunder to a successor in ownership of all or substantiallyall the assets of the Company.

 

**D.****            Severability.**  Should any part or provision of thisAgreement be held unenforceable by a court of competent jurisdiction, thevalidity of the remaining parts or provisions shall not be affected by suchholding, unless such enforceability substantially impairs the benefit of theremaining portions of the Agreement.

 

**E.****             Waiver.**  No failure or delay on the part of eitherParty in the exercise of any right or privilege hereunder shall operate as awaiver thereof, nor shall any single or partial exercise of any such right orprivilege preclude other or further exercise thereof or of any other right ofprivilege.

 

**F.****             Captions.**  The captions used in this Agreement are forconvenience only and are not to be used in interpreting the obligations of theParties under this Agreement.

 

**G.****            Choiceof Law.**  The validity, constructionand performance of this Agreement and the transactions to which it relates shallbe governed by the laws of the State of New Jersey, without regard to choice oflaws provisions, and the Company and the Executive irrevocably consent to theexclusive jurisdiction and venue of the federal and state courts located withinNew Jersey, and courts with appellate jurisdiction therefrom, in connectionwith any matter based upon or arising out of this Agreement.

 

**H.****            EntireAgreement.**  This Agreement embodiesthe entire understanding of the Parties as it relates to the subject mattercontained herein and as such, supersedes any prior agreement or understandingbetween the Parties relating to the terms of employment of the Executive.  No amendment or modification of thisAgreement shall be valid or binding upon the Parties unless in writing executedby the Parties.

 

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**IN WITNESS WHEREOF,** the partieshereto have caused this Agreement to be duly executed as of the day and yearfirst written above.

 
| ** ** | **MEDAREX,  INC.**           |
|------------|------------------------------|
| ** ** | ** **                   | ** ** |
|       |                         |   |
|       | By:                          | /s/ Irwin Lerner |   |
| ** ** | ** **                   | **Irwin Lerner** |
|       |                         | Chairman of the Compensation and   Organization Committee of the   Board of Directors of Medarex, Inc. |
|       |                         |   |
|       |                         |   |
|       | /s/ W. Bradford  Middlekauff |   |
|       | W. Bradford  Middlekauff     |

 

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