Exhibit 10.38  AMENDMENT
NO. 1 TO 2008
DEFERRED COMPENSATION PROGRAM  This AMENDMENT
NO. 1 TO THE MEDAREX, INC. 2008 DEFERRED COMPENSATION PROGRAM (Amendment
No. 1), is effective as of December 31, 2008 (the Amendment No. 1
Date).  Capitalized terms used in
this Amendment No. 1 that are not otherwise defined herein shall have the
same meaning as such terms are defined in the 2008 Program (as defined below).  WHEREAS,
Medarex, Inc. (the Company) established the Medarex, Inc. 2008
Deferred Compensation Program effective as of December 12, 2007 (the 2008
Program).  WHEREAS,
Section 409A has been added to the Internal Revenue Code of 1986, as
amended (the Code), and the 2008 Program must be amended to comply with the
final regulations issued under Code Section 409A.  NOW THEREFORE, the 2008 Program
is hereby amended as follows as of the Amendment No. 1 Date.  1.Amendment of the 2008 Program.  1.1.Amendment of Section 4(a).  Section 4(a) of the 2008 Program is
hereby deleted and replaced with the following to read in its entirety as
follows:  (a)Voluntary
Deferral Elections.  For each Program
Year, a Participant may elect to defer up to an aggregate of one hundred
percent (100%) of the Participants Bonus (in increments of twenty-five percent
(25%)) as a Voluntary Deferral under the Program.  Such Voluntary Deferral shall be made on the
basis of a Participants written election for each Program Year stating the
following:  (i)the
percentage of the Participants Bonus (in increments of twenty-five percent
(25%)) that the Participant elects to defer in the form of cash and credited to
the Participants Cash Account;  (ii)the
percentage of the Participants Bonus (in increments of twenty-five percent
(25%)) that the Participant elects to defer in the form of Restricted Stock
Units and credited to the Participants Restricted Stock Unit Account; and


(iii)an
Original Payment Date; provided, however, that (A) such Original Payment
Date may not be any earlier than three (3) years following the date on which
the Bonus with respect to the applicable Program Year otherwise would have been
paid and (B) if the Participant does not select an Original Payment Date,
such amounts shall be distributed upon the earliest of (i) the date that
is three (3) years following the date on which the Bonus with respect to
the applicable Program Year otherwise would have been paid, (ii) the
Participants Separation from Service, (iii) the Participants death, or (iv) the
Participants Permanent Disability.  Such election
shall be made in the form required by the Committee and shall be delivered to
the Company no later than  December 31
of the calendar year prior to the calendar year in which the services with
respect to which the Bonus is payable will be performed; provided, however,
that (i) any employee who is hired by the Company and becomes a
Participant after such December 31 may elect to defer his or her Bonus for
the calendar year in which the services with respect to which the Bonus is
payable by delivering an election to the Company within thirty (30) days
following the date that the employee becomes a Participant; and further
provided, however, that such deferral election shall only apply to compensation
paid for services performed after the election (within the meaning of, and as
determined under, Section 409A of the Code), and (ii) in the Companys
discretion, with respect to any Bonus (or portion thereof) that qualifies as
performance-based compensation within the meaning of Section 409A of the
Code and Treasury Regulations promulgated thereunder, the deferral election may
be delivered to the Company no later than six months before the end of the
Program Year with respect to which such Bonus (or portion thereof) is
determined.  Such election shall be
irrevocable.  2.Miscellaneous.  2.1.No Other Changes. 
Except as expressly provided in this Amendment No. 1, all terms of
the 2008 Program shall remain in full force and effect.  2.2.Counterparts.  This
Amendment No. 1 may be executed in two or more counterparts, each of which
shall be deemed an original, but both of which together shall constitute one
and the same instrument.  2


In WITNESS WHEREOF,
Medarex, Inc. has caused this Amendment No. 1 to be duly executed as
of the Amendment No. 1 Date.   MEDAREX, INC.By:
  /s/ Thomas K. KaneyName:
  Thomas K. KaneyTitle:
  Sr. V.P. Human Resources  3