AMENDMENT 1 TO RESEARCH LICENSE & OPTION AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED BY ABGENIX, INC.



Execution Copy



AMENDMENT NO.1

TO RESEARCH LICENSE AND OPTION AGREEMENT





This Amendment No.1 (this "Amendment"), effective as of June 18, 1998 (the "Effective Date"), to that certain Research License and Option Agreement dated as of April 6, 1998 (the "Agreement"), is made by and between Abgenix, Inc., a Delaware corporation ("ABX") and Genentech, Inc., a Delaware corporation ("GNE"). Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed to them in the Agreement.





WHEREAS, the Parties entered into the Agreement giving GNE (i) a research license to use the XenoMouse Animals for immunization with the Product Antigen and to perform other research related thereto, and (ii) an Option to enter into the [***] Product License to develop and commercialize Products resulting from research related to the Product Antigen;



WHEREAS, the Parties wish to amend the Agreement to expand the research license and Option to include a second antigen with which GNE may immunize the XenoMouse Animals and obtain an option to commercialize products resulting from the research performed relating to such second antigen.



NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties as follows:



SECTION 1. Amendments to the Agreement.



(a) The definition of "Product Antigen" in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following:



""Product Antigen" shall, for purposes of the GNE Option

Agreement, mean [***] and/or [***]; however, the parties

agree that (i) for purposes of the [***] Product License,

"Product Antigen" shall mean [***] and (ii) for purposes of

the [***] Product License, "Product Antigen" shall mean

[***]".



(b) The definition of "Product License" in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following:



""Product License" shall mean (i) an "Exclusive Worldwide

Product License" as defined in the Xenotech Agreement (and

in the form attached thereto as an exhibit) granted from XT

to ABX pursuant to the terms of



[***] Certain information on this page has been omitted and filed separately

with the Commission. Confidential treatment has been requested with

respect to the omitted portions.







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the Xenotech Agreement (and permitting ABX, among other

things, to commercialize Products throughout the world for

all human medical uses) when used in connection with [***]

in the Agreement or when used in the [***] Product License

and (ii) either an "Exclusive Worldwide Product License",

or a "Qualified Exclusive Worldwide Product License", or a

"Co-Exclusive Worldwide Product License" as such terms are

defined in the Xenotech Agreement (and in the forms

attached thereto as exhibits) granted from XT to ABX

pursuant to the terms of the Xenotech Agreement when used

in connection with [***] in the Agreement or when used in

the [***] Product License. "



(c) The definition of "[***] " in Section 1.1 of the Agreement and in the [***] Product License is hereby deleted in its entirety and replaced with the following:



""[***]" shall mean [***]."



(d) The definition of "Territory" in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following:



""Territory" shall, for purposes of the GNE Option

Agreement and the [***] Product License, be worldwide;

however, the parties acknowledge that, for purposes of the

[***] Product License, if ABX is unable to secure an

Exclusive Worldwide Product License, the "Territory" may

not include Japan, Taiwan and Korea (including North

Korea)."



(e) The Agreement is hereby amended by adding the following definitions to Section 1 of the Agreement in proper alphabetical order:



(i) ""Amendment" shall mean that certain "Amendment No.1 to

Research License and Option Agreement" between the parties

effective as of June 18, 1998."



(ii) ""[***] Product License" shall mean that certain agreement

between the parties (if entered into at all) substantially

in the form attached hereto as Exhibit B and incorporated

herein, as the same may be amended from time to time;

provided, however, that (i) references therein to [***]

shall be changed to [***] and (ii) other changes reasonably

required to reflect the change in Product Antigen from

[***] to [***], including the changes provided in Section

1(p) of the Amendment, shall apply."



[***] Certain information on this page has been omitted and filed separately

with the Commission. Confidential treatment has been requested with

respect to the omitted portions.







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(f) The Agreement is hereby amended by adding the following definition to Section 1 of the Agreement in proper alphabetical order:



""[***]" shall mean [***]."



(g) Except as provided in Sections 1(i), 1(j), 1(k) and 1(l) of this Amendment and in Section 1.6 of the Agreement, the Agreement is hereby amended by replacing "[***] Product License" with "[***] Product License or the [***] Product License".



(h) The first sentence of Section 2.1.2 of the Agreement is hereby deleted in its entirety and replaced with the following:



"ABX agrees to provide to GNE, solely for use in creating

Antibodies to [***] or [***], as the case may be, for the

creation, identification, analysis, manufacture, research,

development and commercialization of Products in accordance

with this Agreement and the [***] Product License and/or

the [***] Product License (if entered into at all by the

parties), numbers and types of sterilized male XenoMouse

Animals as follows: (a) as soon as practicable after the

Option Effective Date, ABX will ship to GNE sterilized male

XenoMouse Animals of the types, strains and quantities

specified in item number 19 of the Research Plan (regarding

[***]); and (b) as soon as practicable after the effective

date of this Amendment, ABX will ship to GNE up to [***]

sterilized male XenoMouse Animals, to be reimbursed by GNE

at [***], (regarding [***])."



(i) Section 2.2(f) of the Agreement is hereby deleted in its entirety and replaced with the following:



"GNE shall not transfer, sell, have sold, lease, offer to

sell or lease, otherwise transfer title to, or otherwise

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