Exhibit 10.4


	
  NQO No. XX-XX

  	
   

  	
  Option for

  
	
   

  	
   

  	
  XXXXXX Shares

  



 


MEDAREX,
INC.

NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT

FOR 2005 EQUITY INCENTIVE PLAN


MEDAREX, INC. a New Jersey
corporation (the “Company”), in consideration of the value to it of the
continuing services of XXXXXXX
(hereinafter called “Optionee”), which continuing services the grant of this
option is designed to secure, and in consideration of the various undertakings
made herein by Optionee, and pursuant to its 2005 Equity
Incentive Plan (hereinafter called the “Plan”), hereby grants to
Optionee an option (the “Option”), evidenced by this Option Agreement,
exercisable  for the period and upon the
terms hereinafter set out, to purchase XXXXX shares
(the “Option Amount”) of $.01 par value common stock of the Company (“Common
Stock”) at a price of $XXXXX per
share (the “Option Price”), which price represents at least the Fair Market
Value (as such term is defined in the Plan) of the shares as of the Date of
Grant (as hereinafter defined).


1.  Term
of Option.  This
Option is granted and dated on the date set forth next above the signature
shown (sometimes hereinafter called the “Date of Grant”), and will terminate
and expire, to the extent not previously exercised, one day prior to the end of
ten (10) years after the Date of Grant (i.e., on the XXX day of
XXXXX, XXXX), or at such earlier time as may be specified in Section
5 hereof.


2. 
Vesting. 
Except as set forth in the immediately following sentence or as otherwise
provided in the Plan or this Option Agreement, this Option will vest and be
exercisable as follows, provided that vesting will cease upon the termination
of the Optionee’s Service: The entire Option Amount shall vest on the date that
is six (6) months and one (1) day following the Date of Grant.  Notwithstanding the foregoing, under no
circumstances shall this Option be exercisable within six (6) months (or such
greater or lesser period prescribed or permitted by any applicable rule or
regulation promulgated under the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”), including, without limitation, Rule 16(b)-3) following
the Date of Grant hereof; provided, however, that upon the occurrence of an
event constituting a Change in Control, as such term is defined in the Plan,
the Option Amount shall become immediately vested and exercisable in full.


3.  Non-Transferability.  An Optionee may not sell or otherwise
transfer an Option except by will or the laws of descent and distribution or to
an Optionee’s family members pursuant to a gift (in accordance with the Plan)
or by means of a domestic relations order.



 C-1
 









 


4.  Manner
of Exercise.  The
Optionee (or other person entitled to exercise the Option) shall purchase
shares of Common Stock subject hereto by the payment to the Company of the
Option Price in full.  This Option is to
be exercised by written notice to the Company stating the full number of shares
to be purchased and the time of delivery thereof, which shall be at least 15
days after the giving of notice unless an earlier date shall have been agreed
upon between Optionee (or other person entitled to exercise the Option) and the
Company.  At such time, the Company
shall, without transfer or issue tax to the Optionee (or other person entitled
to exercise the Option), deliver at the principal office of the Company, or at
such other place as shall be mutually agreed upon, a certificate or
certificates for such shares against payment of the Option Price therefor in
full for the number of shares to be delivered; provided, however, that the time
of delivery may be postponed by the Company for such period as may be required
for it to comply with reasonable diligence with any requirements of law.  Payment of the Option Price shall be made in
cash either by a certified or official bank check.


Notwithstanding the foregoing, provided that at the
time of exercise the Common Stock is publicly traded, payment in whole or in
part of the Option Price may be made in unrestricted shares of Common Stock
which are already owned by the Optionee free and clear of any liens, claims,
encumbrances or security interests, based upon the Fair Market Value (as
defined in the Plan) of the Common Stock on the date the Option is
exercised.  No shares of Common Stock
shall be issued until full payment therefor has been made and any tax
withholding obligations have been satisfied (in accordance with Section
10(d)).  If the Optionee (or other
persons entitled to exercise the Option) fails to accept a delivery of, or to
pay for all or any part of the number of shares specified in such notice upon
tender or delivery thereof, the right to exercise the Option with respect to
such undelivered shares shall be thereupon terminated.


Notwithstanding the
foregoing, provided that at the time of exercise the Common Stock is publicly
traded, payment in whole or in part of the Option Price may be made pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds.


5.  Termination of Service.


(a)           Death.  If any Optionee’s relationship with or
employment by the Company and/or any of its subsidiaries terminates by reason
of death, this Option may thereafter be exercised immediately in full by the
legal representative of the estate or by the legatee of the Optionee under the
will of the Optionee until the expiration of the stated term of the Option.


(b)           Disability.  If the Optionee’s relationship with or
employment by the Company and/or any of its subsidiaries terminates by reason
of “Disability” (as defined in Section 409A(a)(2)(C) of the Code), this Option
may thereafter be exercised in full by the Optionee for a period of three years
from the date of such termination or expiration of the stated term of the
Option, whichever period is the shorter.


(c)           Termination
for Cause.  If the Optionee’s relationship
with or employment by the Company is terminated by the Company for “Cause” (as
defined in the Plan), the Option shall



 C-2
 









 


thereupon terminate. 
Notwithstanding the foregoing, nothing herein shall be deemed to alter
the at-will employment status of an employee of the Company in any way.


(d)           Other
Termination.  If the Optionee’s
relationship with or employment by the 
Company terminates for any reason other than death or Disability or for
Cause, this Option may, to the extent such Option has vested, thereafter be
exercised by the Optionee for a period of three months from the date of such
termination or expiration of the stated term of the Option, whichever period is
the shorter; provided, however, that if such termination is by action of the
Company within 18 months following a Change in Control (other than discharge
for Cause), any unexercised portion of this Option may be exercised by the
Optionee until the earlier of six months and one day after such termination or
the expiration of such Option in accordance with the terms hereof.


(e)           Directors.  Notwithstanding anything in this Section 5 to
the contrary, if the Optionee is a non-employee member of the Board of
Directors of the Company, when such Optionee’s term on the Board of Directors
of the Company terminates by reason of retirement, permanent disability (as
determined by the Committee in its discretion) or resignation (in each case,
except in the event of a willful violation of the Company’s policies), this
Option, to the extent such Option has vested, shall remain exercisable until
the expiration of the stated term of the Option.


6.  Adjustments
on Recapitalization; Dissolution or Liquidation.  The number of shares of
Common Stock subject hereto and the Option Price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock resulting from the subdivision or consolidation of the shares, or
the payment of a stock dividend after the Date of Grant, or other decrease or
increase in the shares of Common Stock outstanding effected without receipt of
consideration by the Company; provided, however, that any Options to purchase
fractional shares resulting from such adjustments shall be eliminated.


Notwithstanding anything in this Option Agreement to the contrary, in
the event of the proposed dissolution, liquidation or reorganization of the
Company, other than pursuant to certain mergers or consolidations), the Option
granted hereunder shall terminate as of a date to be fixed by the Committee (as
that term is defined in the Plan); provided that not less than 30 day’s prior
written notice of the date so fixed shall be given to the Optionee, and the
Optionee shall have the right, during the period of thirty (30) days preceding
such termination, to exercise his or her Option as to all or any part of the
shares covered thereby, including shares as to which such Option would not
otherwise be exercisable.


7.  Subject
to Plan.  This
Option is subject to all the terms and conditions of the Plan (and specifically
to the power of the Committee to make interpretations of the Plan and of the
Options granted thereunder, and of the Board of Directors of the Company (“Board
of Directors”) to alter, amend, suspend or discontinue the Plan subject to the
limitations expressed in the Plan), the provisions of which are hereby made a
part of this Option.  By acceptance
hereof, Optionee acknowledges receipt of a copy of a Summary Plan Description,
which describes the basic terms and conditions of the Plan, and recognizes and
agrees that determinations, interpretations or other actions respecting the
Plan may be made by a majority of the Board of Directors or of the Committee,
and that such determinations, interpretations or other



 C-3
 









 


actions are final, conclusive and binding upon all parties, including
Optionee.  In the event of any conflict
between the provisions of this Option Agreement and those of the Plan, the
provisions of the Plan shall control.


8.  Rights
as Shareholder.  This Option shall not entitle Optionee or any
permitted transferee hereof to any rights of a shareholder of the Company or to
any notice of proceedings of the Company or to any notice of proceedings of the
Company in respect of any shares issuable upon exercise of this Option unless
and until the Optionee has given to the Company a written notice of exercise,
has paid in full the Option Price for such shares and, if applicable, has given
a representation to the Company that he or she is purchasing such shares for
investment only and not with a view towards any distribution.  The Company shall not be required to issue or
deliver any certificate for shares of its Common Stock purchased hereunder
prior to compliance with applicable federal and state laws and regulations with
respect to the issuance, registration or listing of such shares.


9.  Securities
Laws.    Optionee
acknowledges that he or she has been informed of, or is otherwise familiar
with, the nature and the limitations imposed by the Securities Act of 1933, as
amended (the “Act”), the Exchange Act, and the rules and regulations thereunder
(in particular, Rule 144, promulgated under the Act and Section 16 of the
Exchange Act, and Rule 16b-3 promulgated thereunder), concerning the shares
issuable upon exercise of this Option and agrees to be bound by the
restrictions embodied in such Act, the Exchange Act, and all the rules and
regulations promulgated thereunder.


10.  Miscellaneous; Governing Law.


(a)           In
the event the Option shall be exercised in whole, this Option Agreement shall
be surrendered to the Company for cancellation. 
In the event the Option shall be exercised in part, or a change in the
number or designation of the Common Stock shall be made, this Option Agreement
shall be delivered by Optionee to the Company for the purpose of making appropriate
notation thereon, or of otherwise reflecting, in such manner as the Company
shall determine, the partial exercise or the change in the number of
designation of the Common Stock.


(b)           The
Option shall be exercised in accordance with such administrative regulations as
the Committee shall from time to time adopt.


(c)           The
Option and this Option Agreement shall be construed, administered and governed
in all respects under and by the laws of the State of New Jersey.


(d)           Optionee
hereby agrees that he or she will make such arrangements as the Company deems
necessary to discharge any federal, state, or local income or payroll tax
withholding obligations imposed upon the Company with respect to this
Option.  Upon Optionee’s request and
subject to the Company’s approval, in its sole discretion, and in compliance
with any applicable conditions or restrictions of law, the Company may withhold
from fully vested shares of Common Stock otherwise issuable to Optionee upon
exercise of the Option a number of whole shares of Common Stock having a Fair
Market Value, determined as of the date of exercise, not in excess of the
minimum amount of tax required to be withheld by law.



 C-4
 









 


(e)           Nothing
contained in this Agreement shall confer upon Optionee the right to employment
by or service with the Company or any of its subsidiaries.


IN WITNESS WHEREOF, this Option Agreement is executed
as of the XXX day of XXXX, XXX.


	
   

  	
  MEDAREX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  



 



 C-5
 









 


The undersigned Optionee
hereby accepts the foregoing Non-Qualified Stock Option
Agreement No. XX-XX dated as of XXXXX X, XXXX (the “Date of Grant”),
and the undertakings on his or her part contained therein, and agrees to all of
the terms and conditions thereof.


DATED:


	
  

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
  Optionee — XXXXXXXXXX

  



 



 C-6