Amendment #2 COLLABORATIVE RESEARCH AGREEMENT

AMENDMENT NO. 2
TO COLLABORATIVE RESEARCH AGREEMENT


This Amendment No. 2 to the Collaborative Research Agreement (the "Amendment No. 2"), effective as of January 28, 1999 (the "Amendment No. 2 Effective Date"), is made by and between Abgenix, Inc., a Delaware corporation having its principal place of business at 7601 Dumbarton Circle, Fremont, CA 94555 ("ABX") and Schering-Plough Research Institute, a Delaware corporation having its principal place of business at 2015 Galloping Hill Road, Kenilworth, New Jersey 07033 ("SPRI") and amends that certain Collaborative Research Agreement, effective as of January 28, 1998, and made by and between ABX and SPRI (the "Agreement"), as amended by Amendment No. 1 to the Agreement, effective as of August 25, 1998.


WHEREAS, SPRI and ABX are interested in continuing to conduct the Research under the Agreement and, accordingly, wish to amend the Agreement to extend the Research period and the Option Period;


NOW, THEREFORE, in consideration of the mutual promises contained in this Amendment, the parties agree as follows:


1. All terms with initial capitals that are used herein and that are not specifically defined herein shall have the defined meanings set forth in the Agreement.


2. The Effective Date of this Amendment No. 2 is January 28, 1999.
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