AMENDMENT NO. 1 TO RESEARCH AGREEMENT

ABGENIX LOGO]



[ABGENIX LETTERHEAD]



Via Facsimile



Ms. Polly Ross Ribatt Manager, Corporate Development MILLENNIUM BIOTHERAPEUTICS 620 Memorial Drive Cambridge, MA 02139



Re: Amendment No. 1 to Research Collaboration Agreement



Dear Polly:



The purpose of this letter is to evidence the below-referenced amendments to that certain Research Collaboration Agreement ("RCA"), dated as of September 29, 1998, between Abgenix, Inc. ("ABX") and Millennium BioTherapeutics, Inc. ("MBIO").



First, ABX and MBIO agree that the effective date of this amendment is November 29, 1998.



Second, ABX and MBIO agree ...