Exhibit 10.2


	
  Incentive Stock Option No.  XX-XX

  	
  Option for  X,XXX Shares

  



 


MEDAREX,
INC.

INCENTIVE 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”), intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as now
or hereafter amended (the “Code”), 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 $XXXXXX 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).  Defined
terms not explicitly defined in this Option Agreement but defined in the Plan
shall have the same definitions as in the Plan.


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), except that if Optionee owns stock on the date
the Option is granted (using the attribution of stock ownership rules of Section
424 (d) of the Code) possessing more than 10% of the total combined power of
all classes of stock of the Company, then the Option shall terminate and expire
one day prior to the end of five years from 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: [vesting schedule for options granted to participants below VP level:
One-fourth (1/4th) of the Option Amount shall
vest on the first anniversary of the Date of Grant, and one forty-eighth (1/48th) of the Option Amount shall vest on
the last day of each full month thereafter for 36 months] [vesting
schedule for options granted to participants at VP level or above:
One-fourth (1/4th) of the Option Amount shall
vest on each of the first, second, third and fourth anniversaries of the Date
of Grant]; 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.



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3.             Non-Transferability.  This Option is not assignable or transferable
otherwise than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, this Option shall be exercisable only by the Optionee
or the Optionee’s guardian or legal representative.


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
11(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



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period of three years from the date of such termination or expiration
of the stated term of the Option, whichever period is the shorter.  Notwithstanding the foregoing, if the Option
is not exercised within 12 months of the date Optionee’s employment by the
Company and/or any of its subsidiaries is terminated by reason of permanent and
total disability within the meaning of Section 22(e)(3) of the Code, the option
shall be treated as a nonqualified option and not an incentive stock option
under the Code.  If the Optionee dies
during the 12-month period commencing on the date his/her service with the
Company terminates by reason of such permanent and total disability, however,
then the Option will continue to be an incentive stock option under the Code
until such time as the Option shall no longer be exercisable under the terms
hereof.


(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 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.  Notwithstanding the
foregoing, if the Option is not exercised within three months of the date
Optionee’s relationship with or employment by the Company and/or any of its
subsidiaries is terminated, the option shall be treated as a nonqualified
option and not an incentive stock option under the Code.


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.



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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 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.          Reporting
of Premature Disposition. 
If Shares acquired through the exercise of an Option are disposed of
either within two years of the Date of Grant or within one year of the date the
Option was exercised, the Optionee shall promptly provide written notice to the
Company of the date of disposition and the amount realized from the
disposition.


11.          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.



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(b)           The Option
shall be exercised in accordance with such administrative regulations as the
Committee shall from time to time adopt to the extent not inconsistent with
Section 422 of the Code and regulations issued thereunder.


(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 to the extent not
inconsistent with Section 422 of the Code and regulations issued thereunder.


(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.


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


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


	
  

  	
  MEDAREX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  



 



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The undersigned Optionee
hereby accepts the foregoing Incentive 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

  



 



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