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                                  Exhibit 10.1


                 Medarex, Inc. 2002 Employee Stock Purchase Plan

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                                  MEDAREX, INC.
                        2002 EMPLOYEE STOCK PURCHASE PLAN

                Adopted by the Board of Directors April 15, 2002
                      Approved by Stockholders May 22, 2002

1.       Purpose.

         (a) The purpose of the Plan is to provide a means by which Employees of
the Company and certain designated Related Corporations may be given an
opportunity to purchase shares of the Common Stock of the Company.

         (b) The Company, by means of the Plan, seeks to retain the services of
such Employees, to secure and retain the services of new Employees and to
provide incentives for such persons to exert maximum efforts for the success of
the Company and its Related Corporations.

         (c) The Company intends that the Purchase Rights be considered options
issued under an Employee Stock Purchase Plan.

2.       Definitions.

         (a) "Board" means the Board of Directors of the Company.

         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Committee" means a committee appointed by the Board in accordance
with Section 3(c) of the Plan.

         (d) "Common Stock" means the common stock of the Company.

         (e) "Company" means Medarex, Inc., a New Jersey corporation.

         (f) "Contributions" means the payroll deductions, and other additional
payments specifically provided for in the Offering, that a Participant
contributes to fund the exercise of a Purchase Right. A Participant may make
additional payments into his or her account, if specifically provided for in the
Offering, and then only if the Participant has not already had the maximum
permitted amount through payroll deductions withheld during the Offering.

         (g) "Corporate Transaction" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

             (i) a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company;

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             (ii)  a sale or other disposition of at least ninety percent (90%)
of the outstanding securities of the Company;

             (iii) a merger, consolidation or similar transaction following
which the Company is not the surviving corporation; or

             (iv)  a merger, consolidation or similar transaction following
which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.

         (h) "Director" means a member of the Board.

         (i) "Eligible Employee" means an Employee who meets the requirements
set forth in the Offering for eligibility to participate in the Offering,
provided that such Employee also meets the requirements for eligibility to
participate set forth in the Plan.

         (j) "Employee" means any person, including Officers and Directors, who
is employed for purposes of Section 423(b)(4) of the Code by the Company or a
Related Corporation. Neither service as a Director nor payment of a director's
fee shall be sufficient to make an individual an Employee of the Company or a
Related Corporation.

         (k) "Employee Stock Purchase Plan" means a plan that grants Purchase
Rights intended to be options issued under an "employee stock purchase plan," as
that term is defined in Section 423(b) of the Code.

         (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (m) "Fair Market Value" means the value of a security, as determined in
good faith by the Board. If the security is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of the security, unless otherwise determined by the Board,
shall be the closing sales price (rounded up where necessary to the nearest
whole cent) for such security (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the relevant security of the Company) on the relevant
determination date (or if the relevant determination date does not fall on a
Trading Day, the Trading Day prior to the relevant determination date), as
reported in The Wall Street Journal or such other source as the Board deems
reliable.

         (n) "Offering" means the grant of Purchase Rights to purchase shares of
Common Stock under the Plan to Eligible Employees.

         (o) "Offering Date" means a date selected by the Board for an Offering
to commence.

         (p) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

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         (q) "Participant" means an Eligible Employee who holds an outstanding
Purchase Right granted pursuant to the Plan.

         (r) "Plan" means this Medarex, Inc. 2002 Employee Stock Purchase Plan.

         (s) "Purchase Date" means one or more dates during an Offering
established by the Board on which Purchase Rights shall be exercised and as of
which purchases of shares of Common Stock shall be carried out in accordance
with such Offering.

         (t) "Purchase Period" means a period of time specified within an
Offering beginning on the Offering Date or on the next day following a Purchase
Date within an Offering and ending on a Purchase Date. An Offering may consist
of one or more Purchase Periods.

         (u) "Purchase Right" means an option to purchase shares of Common Stock
granted pursuant to the Plan.

         (v) "Related Corporation" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

         (w) "Securities Act" means the Securities Act of 1933, as amended.

         (x) "Trading Day" means any day the exchange(s) or market(s) on which
shares of Common Stock are listed, whether it be any established stock exchange,
the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise, is open for
trading.

3.       Administration.

         (a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 3(c). Whether or
not the Board has delegated administration, the Board shall have the final power
to determine all questions of policy and expediency that may arise in the
administration of the Plan.

         (b) The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

             (i)   To determine when and how Purchase Rights to purchase shares
of Common Stock shall be granted and the provisions of each Offering of such
Purchase Rights (which need not be identical).

             (ii)  To designate from time to time which Related Corporations of
the Company shall be eligible to participate in the Plan.

             (iii) To construe and interpret the Plan and Purchase Rights, and
to establish, amend and revoke rules and regulations for the administration of
the Plan. The Board, in the

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exercise of this power, may correct any defect, omission or inconsistency in the
Plan, in a manner and to the extent it shall deem necessary or expedient to make
the Plan fully effective.

             (iv) To amend the Plan as provided in Section 15.

             (v)  Generally, to exercise such powers and to perform such acts as
it deems necessary or expedient to promote the best interests of the Company and
its Related Corporations and to carry out the intent that the Plan be treated as
an Employee Stock Purchase Plan.

         (c) The Board may delegate administration of the Plan to a Committee of
the Board composed of one (1) or more members of the Board. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan. If administration is delegated to a Committee, references to the Board
in this Plan and in the Offering document shall thereafter be deemed to be to
the Board or the Committee, as the case may be.

4.       Shares of Common Stock Subject to the Plan.

         (a) Subject to the provisions of Section 14 relating to adjustments
upon changes in securities, the shares of Common Stock that may be sold pursuant
to Purchase Rights shall not exceed in the aggregate Five Hundred Thousand
(500,000) shares of Common Stock, plus an annual increase to be added on the
date of the annual stockholders meeting of the Company for a period of ten (10)
years, commencing on the date of the annual stockholders meeting in 2003 and
ending on (and including) the date of the annual stockholders meeting in 2012
(each such day, a "Calculation Date"), equal to the lesser of (i) one percent
(1%) of the shares of Common Stock outstanding on each such Calculation Date
(rounded down to the nearest whole share); or (ii) Five Hundred Thousand
(500,000) shares of Common Stock. Notwithstanding the foregoing, the Board may
act, prior to the date of the annual stockholders meeting of the Company, to (I)
increase the share reserve by such number of shares of Common Stock as the Board
shall determine, which number shall be less than each of (i) and (ii) or (II)
refrain from increasing the share reserve. If any Purchase Right granted under
the Plan shall for any reason terminate without having been exercised, the
shares of Common Stock not purchased under such Purchase Right shall again
become available for issuance under the Plan.

5. Grant of Purchase Rights; Offering.

         (a) The Board may from time to time grant or provide for the grant of
Purchase Rights to purchase shares of Common Stock under the Plan to Eligible
Employees in an Offering (consisting of one or more Purchase Periods) on an
Offering Date or Offering Dates selected by the Board. Each Offering shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate, which shall comply with the requirement of Section 423(b)(5) of the
Code that all Employees granted Purchase Rights shall have the same rights and
privileges. The terms and

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conditions of an Offering shall be incorporated by reference into the Plan and
treated as part of the Plan. The provisions of separate Offerings need not be
identical, but each Offering shall include (through incorporation of the
provisions of this Plan by reference in the document comprising the Offering or
otherwise) the period during which the Offering shall be effective, which period
shall not exceed twenty-seven (27) months beginning with the Offering Date, and
the substance of the provisions contained in Sections 6 through 9, inclusive.

         (b) If a Participant has more than one Purchase Right outstanding under
the Plan, unless he or she otherwise indicates in agreements or notices
delivered hereunder: (i) each agreement or notice delivered by that Participant
shall be deemed to apply to all of his or her Purchase Rights under the Plan,
and (ii) a Purchase Right with a lower exercise price (or an earlier-granted
Purchase Right, if different Purchase Rights have identical exercise prices)
shall be exercised to the fullest possible extent before a Purchase Right with a
higher exercise price (or a later-granted Purchase Right if different Purchase
Rights have identical exercise prices) shall be exercised.

6.       Eligibility.

         (a) Purchase Rights may be granted only to Employees of the Company or,
as the Board may designate as provided in Section 3(b), to Employees of a
Related Corporation. Except as provided in Section 6(b), an Employee shall not
be eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employee has been in the employ of the Company or the Related
Corporation, as the case may be, for such continuous period preceding such
Offering Date as the Board may require, but in no event shall the required
period of continuous employment be greater than two (2) years. In addition, the
Board may provide that no Employee shall be eligible to be granted Purchase
Rights under the Plan unless, on the Offering Date, such Employee's customary
employment with the Company or the Related Corporation is more than twenty (20)
hours per week and more than five (5) months per calendar year.

         (b) The Board may provide that each person who, during the course of an
Offering, first becomes an Eligible Employee shall, on a date or dates specified
in the Offering which coincides with the day on which such person becomes an
Eligible Employee or which occurs thereafter, receive a Purchase Right under
that Offering, which Purchase Right shall thereafter be deemed to be a part of
that Offering. Such Purchase Right shall have the same characteristics as any
Purchase Rights originally granted under that Offering, as described herein,
except that:

             (i)   the date on which such Purchase Right is granted shall be the
"Offering Date" of such Purchase Right for all purposes, including determination
of the exercise price of such Purchase Right;

             (ii)  the period of the Offering with respect to such Purchase
Right shall begin on its Offering Date and end coincident with the end of such
Offering; and

             (iii) the Board may provide that if such person first becomes an
Eligible Employee within a specified period of time before the end of the
Offering, he or she shall not receive any Purchase Right under that Offering.

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         (c) No Employee shall be eligible for the grant of any Purchase Rights
under the Plan if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any Related
Corporation. For purposes of this Section 6(c), the rules of Section 424(d) of
the Code shall apply in determining the stock ownership of any Employee, and
stock which such Employee may purchase under all outstanding Purchase Rights and
options shall be treated as stock owned by such Employee.

         (d) As specified by Section 423(b)(8) of the Code, an Eligible Employee
may be granted Purchase Rights under the Plan only if such Purchase Rights,
together with any other rights granted under all Employee Stock Purchase Plans
of the Company and any Related Corporations, do not permit such Eligible
Employee's rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair
Market Value of such stock (determined at the time such rights are granted, and
which, with respect to the Plan, shall be determined as of their respective
Offering Dates) for each calendar year in which such rights are outstanding at
any time.

         (e) Officers of the Company and any designated Related Corporation, if
they are otherwise Eligible Employees, shall be eligible to participate in
Offerings under the Plan. Notwithstanding the foregoing, the Board may provide
in an Offering that Employees who are highly compensated Employees within the
meaning of Section 423(b)(4)(D) of the Code shall not be eligible to
participate.

7.       Purchase Rights; Purchase Price.

         (a) On each Offering Date, each Eligible Employee, pursuant to an
Offering made under the Plan, shall be granted a Purchase Right to purchase up
to that number of shares of Common Stock purchasable either with a percentage or
with a maximum dollar amount, as designated by the Board, but in either case not
exceeding ten percent (10%), of such Employee's Earnings (as defined by the
Board in each Offering) during the period that begins on the Offering Date (or
such later date as the Board determines for a particular Offering) and ends on
the date stated in the Offering, which date shall be no later than the end of
the Offering.

         (b) The Board shall establish one (1) or more Purchase Dates during an
Offering as of which Purchase Rights granted pursuant to that Offering shall be
exercised and purchases of shares of Common Stock shall be carried out in
accordance with such Offering.

         (c) In connection with each Offering made under the Plan, the Board may
specify a maximum number of shares of Common Stock that may be purchased by any
Participant on any Purchase Date during such Offering. In connection with each
Offering made under the Plan, the Board may specify a maximum aggregate number
of shares of Common Stock that may be purchased by all Participants pursuant to
such Offering. In addition, in connection with each Offering that contains more
than one Purchase Date, the Board may specify a maximum aggregate number of
shares of Common Stock that may be purchased by all Participants on any given
Purchase Date under the Offering. If the aggregate purchase of shares of Common
Stock issuable upon exercise of

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Purchase Rights granted under the Offering would exceed any such maximum
aggregate number, then, in the absence of any Board action otherwise, a pro rata
allocation of the shares of Common Stock available shall be made in as nearly a
uniform manner as shall be practicable and equitable.

         (d) The purchase price of shares of Common Stock acquired pursuant to
Purchase Rights shall be not less than the lesser of:

             (i)  an amount equal to eighty-five percent (85%) of the Fair
Market Value of the shares of Common Stock on the Offering Date; or

             (ii) an amount equal to eighty-five percent (85%) of the Fair
Market Value of the shares of Common Stock on the applicable Purchase Date.

8.       Participation; Withdrawal; Termination.

         (a) A Participant may elect to authorize payroll deductions pursuant to
an Offering under the Plan by completing and delivering to the Company, within
the time specified in the Offering, an enrollment form (in such form as the
Company may provide). Each such enrollment form shall authorize an amount of
Contributions expressed as a percentage of the submitting Participant's Earnings
(as defined in each Offering) during the Offering (not to exceed the maximum
percentage specified by the Board). Each Participant's Contributions shall be
credited to a bookkeeping account for such Participant under the Plan and shall
be deposited with the general funds of the Company except where applicable law
requires that Contributions be deposited with a third party. To the extent
provided in the Offering, a Participant may begin such Contributions after the
beginning of the Offering. To the extent provided in the Offering, a Participant
may thereafter reduce (including to zero) or increase his or her Contributions.

         (b) During an Offering, a Participant may cease making Contributions
and withdraw from the Offering by delivering to the Company a notice of
withdrawal in such form as the Company may provide. Such withdrawal may be
elected at any time prior to the end of the Offering, except as provided
otherwise in the Offering. Upon such withdrawal from the Offering by a
Participant, the Company shall distribute to such Participant all of his or her
accumulated Contributions (reduced to the extent, if any, such deductions have
been used to acquire shares of Common Stock for the Participant) under the
Offering, and such Participant's Purchase Right in that Offering shall thereupon
terminate. A Participant's withdrawal from an Offering shall have no effect upon
such Participant's eligibility to participate in any other Offerings under the
Plan, but such Participant shall be required to deliver a new enrollment form in
order to participate in subsequent Offerings.

         (c) Purchase Rights granted pursuant to any Offering under the Plan
shall terminate immediately upon a Participant ceasing to be an Employee for any
reason or for no reason (subject to any post-employment participation period
required by law) or other lack of eligibility. The Company shall distribute to
such terminated or otherwise ineligible Employee all of his or her accumulated
Contributions (reduced to the extent, if any, such deductions have been used to
acquire shares of Common Stock for the terminated or otherwise ineligible
Employee) under the Offering.

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         (d) Purchase Rights shall not be transferable by a Participant
otherwise than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in Section 13 and, during a Participant's
lifetime, shall be exercisable only by such Participant.

         (e) Unless otherwise specified in an Offering, the Company shall have
no obligation to pay interest on Contributions.

9.       Exercise.

         (a) On each Purchase Date during an Offering, each Participant's
accumulated Contributions shall be applied to the purchase of shares of Common
Stock up to the maximum number of shares of Common Stock permitted pursuant to
the terms of the Plan and the applicable Offering, at the purchase price
specified in the Offering. No fractional shares shall be issued upon the
exercise of Purchase Rights unless specifically provided for in the Offering.

         (b) If any amount of accumulated Contributions remains in a
Participant's account after the purchase of shares of Common Stock and such
remaining amount is less than the amount required to purchase one share of
Common Stock on the final Purchase Date of an Offering, then such remaining
amount shall be held in such Participant's account for the purchase of shares of
Common Stock under the next Offering under the Plan, unless such Participant
withdraws from such next Offering, as provided in Section 8(b), or is not
eligible to participate in such Offering, as provided in Section 6, in which
case such amount shall be distributed to such Participant after the final
Purchase Date, without interest. If the amount of Contributions remaining in a
Participant's account after the purchase of shares of Common Stock is at least
equal to the amount required to purchase one (1) whole share of Common Stock on
the final Purchase Date of the Offering, then such remaining amount shall be
distributed in full to such Participant at the end of the Offering.

         (c) No Purchase Rights may be exercised to any extent unless the shares
of Common Stock to be issued upon such exercise under the Plan are covered by an
effective registration statement pursuant to the Securities Act and the Plan is
in material compliance with all applicable federal, state, foreign and other
securities and other laws applicable to the Plan. If on a Purchase Date during
any Offering hereunder the shares of Common Stock are not so registered or the
Plan is not in such compliance, no Purchase Rights or any Offering shall be
exercised on such Purchase Date, and the Purchase Date shall be delayed until
the shares of Common Stock are subject to such an effective registration
statement and the Plan is in such compliance, except that the Purchase Date
shall not be delayed more than twelve (12) months and the Purchase Date shall in
no event be more than twenty-seven (27) months from the Offering Date. If, on
the Purchase Date under any Offering hereunder, as delayed to the maximum extent
permissible, the shares of Common Stock are not registered and the Plan is not
in such compliance, no Purchase Rights or any Offering shall be exercised and
all Contributions accumulated during the Offering (reduced to the extent, if
any, such deductions have been used to acquire shares of Common Stock) shall be
distributed to the Participants.

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10.      Covenants of the Company.

         The Company shall seek to obtain from each federal, state, foreign or
other regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of Common Stock upon
exercise of the Purchase Rights. If, after commercially reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the
authority that counsel for the Company deems necessary for the lawful issuance
and sale of shares of Common Stock under the Plan, the Company shall be relieved
from any liability for failure to issue and sell shares of Common Stock upon
exercise of such Purchase Rights unless and until such authority is obtained.

11.      Use of Proceeds From Shares of Common Stock.

         Proceeds from the sale of shares of Common Stock pursuant to Purchase
Rights shall constitute general funds of the Company.

12.      Rights as a Stockholder.

         A Participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, shares of Common Stock subject to
Purchase Rights unless and until the Participant's shares of Common Stock
acquired upon exercise of Purchase Rights are recorded in the books of the
Company (or its transfer agent).

13.      Designation of Beneficiary.

         (a) A Participant may file a written designation of a beneficiary who
is to receive any shares of Common Stock and/or cash, if any, from the
Participant's account under the Plan in the event of such Participant's death
subsequent to the end of an Offering but prior to delivery to the Participant of
such shares of Common Stock or cash. In addition, a Participant may file a
written designation of a beneficiary who is to receive any cash from the
Participant's account under the Plan in the event of such Participant's death
during an Offering.

         (b) The Participant may change such designation of beneficiary at any
time by written notice to the Company. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company shall
deliver such shares of Common Stock and/or cash to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its sole
discretion, may deliver such shares of Common Stock and/or cash to the spouse or
to any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

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14.      Adjustments Upon Changes in Securities; Corporate Transactions.

         (a) If any change is made in the shares of Common Stock, subject to the
Plan, or subject to any Purchase Right, without the receipt of consideration by
the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan shall be appropriately adjusted in the
type(s), class(es) and maximum number of shares of Common Stock subject to the
Plan pursuant to Section 4(a), and the outstanding Purchase Rights shall be
appropriately adjusted in the type(s), class(es), number of shares and purchase
limits of such outstanding Purchase Rights. The Board shall make such
adjustments, and its determination shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company.")

         (b) In the event of a Corporate Transaction, then: (i) any surviving or
acquiring corporation may continue or assume Purchase Rights outstanding under
the Plan or may substitute similar rights (including a right to acquire the same
consideration paid to stockholders in the Corporate Transaction) for those
outstanding under the Plan, or (ii) if any surviving or acquiring corporation
does not continue or assume such Purchase Rights or does not substitute similar
rights for Purchase Rights outstanding under the Plan, then, the Participants'
accumulated Contributions shall be used to purchase shares of Common Stock
within five (5) business days prior to the Corporate Transaction under the
ongoing Offering, and the Participants' Purchase Rights under the ongoing
Offering shall terminate immediately after such purchase.

15.      Amendment of the Plan.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 14 relating to adjustments upon changes
in securities and except as to amendments solely to benefit the administration
of the Plan, to take account of a change in legislation or to obtain or maintain
favorable tax, exchange control or regulatory treatment for Participants or the
Company or any Related Corporation, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary for the Plan to satisfy the requirements of Section 423 of the Code
or other applicable laws or regulations.

         (b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Employee Stock Purchase Plans
and/or to bring the Plan and/or Purchase Rights into compliance therewith.

         (c) The rights and obligations under any Purchase Rights granted before
amendment of the Plan shall not be impaired by any amendment of the Plan except:
(i) with the consent of the person to whom such Purchase Rights were granted, or
(ii) as necessary to comply with any laws or

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governmental regulations (including, without limitation, the provisions of the
Code and the regulations promulgated thereunder relating to Employee Stock
Purchase Plans).

16.      Termination or Suspension of the Plan.

         (a) The Board in its discretion may suspend or terminate the Plan at
any time. Unless sooner terminated, the Plan shall terminate at the time that
all of the shares of Common Stock reserved for issuance under the Plan, as
increased and/or adjusted from time to time, have been issued under the terms of
the Plan. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated.

         (b) Any benefits, privileges, entitlements and obligations under any
Purchase Rights while the Plan is in effect shall not be impaired by suspension
or termination of the Plan except (i) as expressly provided in the Plan or with
the consent of the person to whom such Purchase Rights were granted, (ii) as
necessary to comply with any laws, regulations, or listing requirements, or
(iii) as necessary to ensure that the Plan and/or Purchase Rights comply with
the requirements of Section 423 of the Code.

17.      Effective Date of Plan.

         The Plan shall become effective as determined by the Board, but no
Purchase Rights shall be exercised unless and until the Plan has been approved
by the stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted by the Board.

18.      Miscellaneous Provisions.

         (a) The Plan and Offering do not constitute an employment contract.
Nothing in the Plan or in the Offering shall in any way alter the at will nature
of a Participant's employment or be deemed to create in any way whatsoever any
obligation on the part of any Participant to continue in the employ of the
Company or a Related Corporation, or on the part of the Company or a Related
Corporation to continue the employment of a Participant.

         (b) The provisions of the Plan shall be governed by the laws of the
State of New Jersey without resort to that state's conflicts of laws rules.

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