Exhibit 10.40

LEASE AMENDMENT NO. 1

LEASE AMENDMENT made as of this 15th day of July 1993 to that certain Lease Agreement dated as of May 6, 1993 (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”).

WHEREAS, the parties desire to amend the Agreement to add additional space to the Demised Premises;

NOW THEREFORE, the parties agree that the Agreement is hereby amended as follows:

1. Section 1.01(a) is amended to read as follows:

“Agreement. The Lease Agreement dated as of May 6, 1993 between Landlord and Tenant, as amended by Lease Amendment No. 1 dated as of July 15, 1993.”

2. Section 1.01(d) is amended to read as follows:

“Demised Premises. Those portions of the Building hereby leased to Tenant commonly known as Level 1 of the southwest quadrant (“LF/LH-l”) of the laboratory facilities, as more particularly depicted on Exhibit B-3 annexed hereto, including the LF atrium as shown on Exhibit N annexed hereto, together with that proportionate share of the mechanical rooms in the LF/LH penthouse and that portion of the cylinder storage area in the LF/LH penthouse which serve LF/LH-1, and the proportionate share of the mechanical space on Level 0 of the LF/LH wing, all of which are deemed to be 37,200 rentable square feet.

The portions of the Demised Premises within the Building shall also include the laboratory furniture, laboratory casework, incidental furniture, fixtures, hoods, equipment, shades, draperies, carpeting and office furniture and the like in place as of the commencement of this Agreement and identified in Exhibits B-2 and B-4 annexed hereto.”

3.                               Exhibit B-1 is deleted and replaced by Exhibit B-3 annexed hereto and made a part hereof.  Exhibit B-4 is added to this Agreement and made a part hereof.

4.                               Section 2.01 DEMISED PREMISES AND TERM is amended to read as follows:

“Landlord hereby leases to Tenant and Tenant hereby hires and takes from Landlord the Demised Premises for the term of sixty-three (63) months commencing at 12:01 a.m. on the fifteenth (15th) day of July, 1993 and expiring at 12:00 midnight on the fourteenth (14th) day of October, 1998, unless this Agreement is sooner terminated as hereinafter provided.”

5.                               Section 4.02(5) is amended by the deletion of “July 1, 1993” and the substitution therefor of “July 15, 1993.”

6.                               The first paragraph of Section 5.01 RENT is amended to read as follows:

“Rent for the demised term shall be Four Million Eight Hundred Thirty Six Thousand Dollars ($4,836,000) reflecting abatements set forth below in this Section, payable at the rate of Eighty Thousand Six Hundred Dollars ($80,600) per month for the period October 15, 1993 through October 14, 1998, which sum shall be the Basic Monthly Rental.”

7.                               The last paragraph of Section 5.01 RENT is amended to read as follows:

“Notwithstanding the foregoing, Tenant’s obligation to pay Basic Monthly Rental shall be abated for three (3) months until October 15, 1993, with the effect that Tenant shall not be obligated to pay any Basic Monthly Rental from July 15 through September 15, 1993. This abatement shall not apply to Tenant’s obligation to pay Additional Rent, nor shall it apply to Tenant’s obligation to pay for Optional Services.”

8.                               Sections 6.02(a) & (d) are amended by the deletion of “2.5%” and the substitution therefor of “4.8%.”

9.                               Section 6.03 OPERATING EXPENSES is amended by the deletion of “Exhibit E” and the substitution therefor of “Exhibit “M,” wherever it appears. Exhibit E is deleted and replaced by Exhibit M - Operating Expenses for Operating Base Year 1993, annexed hereto and made a part hereof.

10.                         Section 6.05 UTILITY CHARGES is amended by the deletion of “July 1, 1993” and the substitution therefor of “July 15, 1993”; by the deletion of “Sixty and No/l00 Dollars ($60)” and the substitution therefor of “One Hundred Twenty and No/l00 Dollars ($120)”; by the deletion of “Exhibit F-l” and the substitution therefor of “Exhibit F-5”; and by the deletion of “Exhibit F-3” and the substitution therefor of “Exhibit F-6,” wherever the same appear. Sections 6.05(b) and (c) are amended by the deletion of “LF-l” and the substitution therefor of “LF/LH-l,” wherever it appears. Section 6.05(c) is amended by the deletion of “2,000” and the substitution therefor of “4,000.”  Section 6.05(e) is amended by the deletion of “1,000” and the substitution

therefor of “2,000” wherever it appears.

11.                               Exhibits F-1 and F-3 are deleted and replaced by Exhibits F-5 and F-6 annexed hereto and made a part hereof.

12.                                  Section 9.01 is amended to provide that Landlord will, upon the request of Tenant, remove from the Demised Premises any fume hoods currently located therein, as designated by Tenant, provided that any such requests are made by January 31, 1994.

13.                                  Section 11.03 PROPERTY DAMAGE is amended by the deletion of “2.5%” and the substitution therefor of “4.8%.”

14.                                  Section 11.06 EXCLUSIONS, Section 18.02 CHEMICAL STOCKROOM and Section 34.01 SURRENDER OF PREMISES are amended by the deletion of “ECRA” and the substitution therefor of “ISRA.”

15.                                  Exhibit G LETTER OF CREDIT AGREEMENT is amended as follows:

a. Paragraph 2 is amended by the deletion of     (i) “$675,000” and the substitution therefor of “$1,260,000,” (ii) “$168,750” and the substitution therefor of “$315,000,” and (iii) “$57,000” and the substitution therefor of “$102,000.”

b.                          Paragraph 3 is amended by the deletion of “July 1, 1993” and the substitution therefor of “July 15, 1993.”

c.                           Schedule A FORM OF IRREVOCABLE LETTER OF CREDIT is amended by the deletion of (i) “Six Hundred Seventy-five Thousand Dollars($675,000)” and “$675,000” and  the substitution therefor of “One Million Two Hundred Sixty Thousand Dollars ($1,260,000)” and “$1,260,000,” (ii) “$168,750” and the substitution therefor of “$315,000,” and (iii) “$57,000” and the substitution therefor of “$102,000.”

16.                                      Article 17 is amended by the deletion of the terms (a) “Environmental Clean-up Responsibility Act” and “ECRA” and the substitution therefor of “Industrial Site Recovery Act” and “ISRA,” and (b) “Cleanup Plan” and the substitution therefor or of “Remedial Action Workplan.”

17.                                     Section 17.06 ADMINISTRATIVE CONSENT ORDER is amended by the deletion of “bond” and the substitution therefor of “funding source,” wherever it appears.

18.                                     Section 25.01 ACCESS AND RIGHT OF INSPECTION is amended by the deletion of “LF-l” and “July 1, 1993” and the substitution therefor of “LF/LH-l” and “July 15, 1993.”

19.                                     Section 31.01 SUBORDINATION is amended by the deletion of the second sentence.

20.                                     Exhibit L is deleted.

21.                                     Section 32.02 PERSONAL LIABILITY OF LANDLORD is amended by the addition of the following phrase on the third line after “equity,”: “but excepting the provisions to the contrary in Section 34.01 . . .”

22.                                     Section 34.01 QUIET ENJOYMENT is amended to read as follows:

“Landlord covenants that if, and so long as, Tenant pays the Basic Monthly Rental and Additional Rent as herein provided, and keeps, observes and performs each and every term of this Agreement on Tenant’s part to be kept, observed and performed, Landlord shall do nothing to affect Tenant’s right to peaceably and quietly have, hold and enjoy the Demised Premises for the term herein mentioned, subject to the provisions of this Agreement and to the provisions of any superior mortgage. Landlord specifically covenants and agrees that Tenant’s right to peaceably and quietly have, hold and enjoy the Demised Premises for the term herein mentioned shall not be affected in any adverse manner by reason of any breach by Tenant of the provisions of the Main Lease, and Landlord hereby agrees to indemnify, defend and hold harmless the Tenant from any claim or liability to the OverLandlord or any other party by reason of Tenant’s breach of the provisions of the Main Lease. The limitation of liability of Landlord, pursuant to the provisions of Section 32.02, shall not apply to this covenant and indemnification of Landlord with respect to performance of the terms of the Main Lease, or to any damages suffered by Tenant arising out of any breach of the provisions of the Main Lease by Landlord, it being understood that, if Tenant’s peaceable and quiet enjoyment of the Demised Premises is disturbed by reason of a breach by Landlord of the terms of the Main Lease, Landlord shall be fully and personally liable to Tenant for all damages resulting from such breach and recoverable by law.”

23.                                     Section 41.01 RENEWAL OPTION is amended by the de1etion of (a) “July 1, 1993” and the substitution therefor of “July 15, 1993,” (b) “October 1, 1998” and the substitution therefor of “October 15, 1998,” and (c) September 30, 2003” and the substitution therefor of “October 14, 2003.”

24.                                     Section 42.01 PARKING is amended by the deletion of “one (1)” and the substitution therefor of “two (2).”

25.                                     Section 43.01 SIGNS is amended by the deletion of “LF-l” and

the substitution therefor of “LF/LH-l.”

26.                         The index to Exhibits appearing on page vi of the Agreement is deleted.

27.                         Except and as amended hereby, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease Amendment No. 1 to be duly executed as of the date provided on Page 1 of this agreement.

LANDLORD:

EXXON RESEARCH AND ENGINEERING COMPANY

LEASE AMENDMENT NO. 2

LEASE AMENDMENT made as of this 23 day of September, 1994 to that certain Lease Agreement dated as of May 6, 1993 (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”).

WHEREAS, the parties desire to amend the Agreement to add additional space to the Demised Premises;

NOW, THEREFORE, the parties agree that the Agreement is hereby amended as follows:

1.                  The Demised Premises as defined in Section 1.01(d) of the Agreement are enlarged effective October 1, 1994 by the addition of that portion of the 3rd floor of the Central Functions Wing (CC-3) depicted on Exhibit A attached hereto and deemed to be 7,368 rentable square feet, inclusive of the offices that are commonly known by the following designations:

CC323, CC324, CC327, CC328, CC329, CC330, CC330A, CC334, CC334A, CC333, CC335, CC338, CC338A, CC339, CC341, CC342, CC342A, CC343, CC344, CC346, CC396, CC397.

The portion of CC-3 that is the subject of this Lease Amendment No. 2 shall hereinafter be referred to as “CC323-397.”

2.                  Tenant acknowledges that it has thoroughly examined CC323-397 and takes said space in its “AS IS” condition as of October 1, 1994 subject only to Landlord’s Work. In CC323-397, Landlord shall (i) shampoo all carpeting, (ii) remove all furniture except the furniture in conference room CC329, (iii) remove all stored items from hallways, (iv) patch and paint as required, (v) repair broken building equipment, if any, and (vi) enclose the atrium with banker’s partitions (together, “Landlord’s Work”).

3. Rent for CC323-397 for the demised term (October 1, 1994 to and including October 14, 1998) shall be Six hundred seventy-eight thousand, Four hundred sixty-seven and 94/100 Dollars ($678,467.94), payable in equal monthly installments of Fourteen thousand, three and 00/100 Dollars ($14,003.00), prorated for partial months, which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for CC323-397 is calculated on a unit rate of $22.00 per rentable square foot per year.)

4. Additional Rent for CC323-397 for the demised term shall be Ninety-three thousand, One hundred eighty-eight and 60/100 Dollars ($93,188.60), payable in equal monthly installments of One thousand, Nine hundred twenty-three and33/100 Dollars ($1,923.33), prorated for partial months- (For information purposes only, Additional Rent for CC323-397 is calculated on a unit rate of $1.25 per rentable square foot for the entire CC-3 floor, deemed to be 18,424 square feet).

5. If the tenant occupying the 2nd floor of the Central Functions wing advises Landlord that, notwithstanding the banker’s partitions, an unacceptable level of noise emanating on the 3rd floor is audible on the 2nd floor via the atrium, then Landlord shall have the right to enclose the atrium in glass. Tenant agrees that it shall bear one-half of the reasonable costs and expenses to so enclose the atrium, but not to exceed $20,000, which amount shall be due and payable as Additional Rent.

6. Landlord may terminate this Lease Amendment No. 2 at any time on not less than sixty (60) days’ written notice to Tenant, in which event Tenant shall quit and surrender CC323-397 to Landlord, broom clean, in good safe order and condition, ordinary wear and tear excepted, and Tenant shall remove all of its property therefrom.

7. Tenant’s entitlement to indoor parking spaces is increased by three (3) spaces, from two (2) spaces under Lease Amendment No. 1, to five (5) spaces under this Lease Amendment No. 2.

8. If Landlord receives a bona fide offer from a third party to lease more space in CC-3 than is being leased by Tenant hereunder, which offer Landlord desires to accept, Landlord shall deliver a copy of such offer to Tenant, and Tenant may, within twenty (20) business days thereafter, elect to lease the subject space on the same terms as those set forth in the offer. If Tenant does not accept such offer, Tenant’s rights under this Paragraph 8 shall be extinguished, and Landlord may notify Tenant of termination under this Lease Amendment No. 2 and lease the subject space to such third party. This right of first refusal shall be inapplicable to a lease to any party affiliated with Landlord.

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.

LEASE AMENDMENT NO. 3

LEASE AMENDMENT made as of this 27th day of October, 1994 to that certain Lease Agreement dated as of May 6, 1993 (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”).

WHEREAS the parties recently entered into Lease Amendment No. 2 whereby effective October 1, 1994 Tenant has leased additional space from Landlord designated as CC323-397, and

WHEREAS the parties omitted to address in said Lease Amendment No. 2 certain effects for Medarex if all or a portion of CC-3 is leased to a third party;

NOW, THEREFORE, the parties agree that effective immediately the Agreement is amended as follows:

1.                  If (i) Lease Amendment No. 2 is terminated in accordance with Paragraph 8 thereof and Landlord leases CC-3 to a third party, or (ii) Landlord leases to a third party substantially all of the remainder of CC-3 not leased to Tenant, and in either case (i) or (ii) Tenant has made payments to Landlord for Tenant’s share (not to exceed $20,000) of Landlord’s reasonable costs and expenses to enclose the atrium in glass pursuant to Paragraph 5 of Lease Amendment No. 2, then Landlord shall credit toward Tenant’s next succeeding rent payment an amount equivalent to such payments made by Tenant.

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.

LANDLORD:

LEASE AMENDMENT NO. 4

LEASE AMENDMENT made as of this 16th day of October 1995 to that certain Lease Agreement dated as of May 6, 1993 (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”),

WHEREAS, the parties desire to amend the Agreement to add additional indoor reserved parking spaces to the Demised Premises:

NOW THEREFORE, the parties agree that the Agreement is hereby amended as follows:

1 . The Tenant’s entitlement to indoor parking spaces as defined in Section 42.01 of the Agreement and Lease Amendment No. 1, at paragraph 1 and Lease Amendment No. 2 at paragraph 7, are increased effective November 1, 1995 by the addition of five (5) indoor parking spaces. This addition of five (5) spaces shall increase the Tenant’s entitlement to indoor parking spaces to ten (10) under this Lease Amendment No. 4.

2. Additional Rent for the five (5) additional indoor parking spaces made part of Tenant’s entitlement through this Lease Amendment No. 4 shall be Four Thousand Eight Hundred dollars ($4,800.00) annually. (For information purposes only, Additional Rent for the five (5) spaces is calculated on a. monthly rate of Eighty dollars ($80.00) per space.

3. Landlord may terminate this Lease Amendment No, 4 at any time on not less than sixty (60) days’ written notice to Tenant, in which event Tenant shall cease utilizing and surrender the five (5) spaces identified in paragraph 1 above.

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.

LEASE AMENDMENT NO. 5

LEASE AMENDMENT made as of this 31ST day of January, 1997 to that certain Lease Agreement dated as of May 6, 1993, and as amended, (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”).

WHEREAS, the parties desire to amend the Agreement to add additional space to the Demised Premises;

NOW, THEREFORE, the parties agree that the Agreement is hereby amended as follows:

1. The Demised Premises as defined in Section 1.01(d) of the Agreement are enlarged effective February 3, 1997 by the addition of those portions of the Building hereby leased to Tenant commonly known as:

·                                                   The northern interior sector of Pilot Wing PF East to include PF100B, PF101, PF103, PF107, PF110B, PF111, PF113, PF117, PF120B and PF121, being more particularly depicted on LA5-Exhibit A attached hereto, together with the proportionate share of (i) the mechanical room depicted as PF105, (ii) the corridor which separates PF East and PF West, and (iii) the mechanical space on Level M of the PF Wing, together deemed to be 4,556 rentable square feet (“PF-NE (inside)”).

·                                                   The northern exterior sector of Pilot Wing PF East contiguous to the interior sector defined above, deemed to be 1,991 rentable square feet (“PF-NE (outside)”), being more particularly described on LA5-Exhibit A attached hereto,

·                                                   The “zero” level identified as laboratory L0001 depicted on LA5-Exhibit B attached hereto and deemed to be 1,397 rentable square feet; and

·                                                   The 3rd floor office identified as CC348 depicted on LAS-Exhibit C attached hereto and deemed to be 159 rentable square feet.

2.       Tenant acknowledges that it has thoroughly examined PF-NE (inside), PF-NE (outside), L00l, and CC348 and takes said space in “AS IS” condition as of February 1, 1997.

3.       That portion of the Demised Premises referred to as CC323-397 (depicted on LA5-Exhibit C) in Lease Amendment 2 is understood to consist of 7,638 rentable square feet rather than 7,368 rentable square feet as mistakenly identified in Lease Amendment 2.

4.       Rent

A.                                Rent for PF-NE (inside) for the demised term (Rent shall be paid from February 17, 1997 to and including September 30, 1998) shall be One Hundred Eighty Thousand Seven Hundred Thirty-five and 90/100 Dollars ($180,735.90), payable in equal monthly installments of Nine Thousand Thirty-six and 80/100 Dollars ($9,036.80) which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for PF-NE (inside) is calculated on a unit rate of $24.50 per rentable square foot (hereinafter, PRSF) per year.)

B.                                    Rent for PF-NE (outside) for the demised term (Rent shall be paid from February 17, 1997 to and including September 30, 1998) shall be Seventeen Thousand Seven Hundred Thirty and 81/100 Dollars ($17,730.81), payable in equal monthly installments of Eight Hundred Eighty-six and 54/100 Dollars ($886.54) which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for PF-NTE (outside) is calculated on a unit rate of $5.50 (adjusted operating expenses) PRSF per year.)

C.                                    Rent for L00l for the demised term (Rent shall be paid from February 17, 1997 to and including September 30, 1998) shall be Twenty-Seven Thousand One Hundred Forty-three and 90/100 Dollars ($27,143.90), payable in equal monthly installments of One Thousand Three Hundred Fifty-seven and 20/100 Dollars ($1,357.20) which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for L00l is calculated on a unit rate of $12.00 PRSF per year.)

D.                                   Rent for CC348 for the demised term (Rent shall be paid from February 17, 1997 to and including September 30, 1998) shall be Five Thousand Six Hundred Sixty-three and 88/100 Dollars ($5,663.88), payable in equal monthly installments of Two Hundred Eighty-three and 19/100 Dollars ($283.19), which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for CC348 is calculated on a unit rate of $22.00 PRSF per year.)

E.                                     Rent for CC323-397 for the demised term (Rent shall be paid from February 17, 1997 to and including September 30, 1998) shall be Two Hundred Seventy-two Thousand Eighty and 21/100 Dollars ($272,080.21), payable in equal monthly installments of Thirteen Thousand Six Hundred Four and 01/100 Dollars ($13,604.01), which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for CC323-397 is calculated on a unit rate of $22.00 PRSF per year.)

5.       Additional Rent. The following shall be added to Article 6, Section 6.01 beginning as the third paragraph therein:

Tenant shall pay as Additional Rent for each calendar year or proportionate part thereof during the lease term an amount equal to Tenant’s proportionate share, to wit,

now five and fifty-nine hundredths percent (5.59%), of the amount of Operating Expenses for such calendar year (“Tenant’s Operating Payment”). Tenant’s Operating Payment shall also include charges for PFNE (outside) in six categories, which charges shall be calculated as percentages of the like effective charges per square foot (in each case, subject to exclusions from Operating Expenses as described above) for the balance of the Demised Premises, as follows: site security, 100%; grounds maintenance, facilities maintenance and repair, site operations. management, and insurance (including, as the case may be, payments in lieu thereof, or imputed premiums pursuant to Article 11 of the Lease), each 50%. Said Operating Expenses shall be more fully described in “LA5-Exhibit M”, attached, which shall replace Exhibit M from Lease Amendment No. 1.

6. Real Estate Taxes. The Tenant’s percentage share of Taxes as defined in Article 6, Section 6.02 of the Lease shall be increased from four and eighty-two hundredths percent (4.82%) to five and eighty-five hundredths percent (5.85%) under this Lease Amendment No. 5.

7. Section 6.05 Utility Charges is amended by the following:

·                                         deleting the first sentence of the second paragraph therein and replacing it with the following sentence: “Tenant’s adjusted utility charge for the year 1997 shall include the addition of the PF-NE (inside) (See LA5-Exhibit D, attached) and L00l (See LA5-Exhibit E, attached) utilities to the 1994 utility base year.”; and

·                                         deleting “January 1, 1995” and substituting it with “February 1, 1997”.

8. Lease Exhibit F-4 shall be deleted and replaced with “LA5-Exhibit-F4”, attached.

9. Tenant’s entitlement to indoor parking spaces remains at five (5) spaces. Tenant’s additional annually leased indoor parking spaces shall be increased from five (5) spaces by one (1) space making a total of six (6) additionally leased indoor spaces under this Lease Amendment No. 5. Each additionally leased indoor space shall cost Nine Hundred sixty and 00/100 Dollars ($960.00), annually.

10. Landlord may terminate this Lease Amendment No. 5 or any portion thereof at any time on not less than sixty (60) days’ written notice to Tenant, in which event Tenant shall quit and surrender PP-NE (inside), PP-NE (outside), L00l and/or CC348 to Landlord, broom clean, in good safe order and condition, ordinary wear and tear excepted, and Tenant shall remove all of its property therefrom.

11. If Landlord receives a bona tide offer from a third party to lease more space in CC-3 than is being leased by Tenant hereunder, which offer Landlord desires to accept, Landlord shall deliver a copy of such offer to Tenant, and Tenant may, within twenty (20) business days thereafter, elect to lease the subject space on the same terms as those set forth in the offer. If Tenant does not accept such offer, Tenant’s rights under this

Paragraph 11 shall be extinguished, and Landlord may notify Tenant of termination under this Lease Amendment No. 5.  As respects that portion of the Demised Premises known as CC323-397 and lease the subject space to such third party.  This right of first refusal shall be inapplicable to a lease to any party affiliated with Landlord.

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.

LANDLORD:

EXXON RESEARCH AND ENGINEERING COMPANY

LEASE AMENDMENT NO.6

LEASE AMENDMENT made as of this 22nd day of May, 1997 to that certain Lease Agreement dated as of May 6, 1993, and as amended, (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”).

WHEREAS, the parties desire to amend the Agreement to add additional space to the Demised Premises;

NOW, THEREFORE, the parties agree that the Agreement is hereby amended by enlarging the Demised Premises as defined in Section 1.01(d) of the Agreement, effective June 2, 1997, by the addition of that space identified as CC-350, deemed to be 159 rentable square feet, being more particularly depicted on LA6-Exhibit A.

Tenant acknowledges that it has thoroughly examined CC-3 50 and takes said space in “AS IS” condition as of June 2, 1997.

Rent

Rent for CC-350 for the demised term (Rent shall be paid from June 2, 1997 to and including September 30, 1998) shall be Three Thousand Four Hundred Ninety-Eight and 00/100 Dollars ($3,498.00), payable in equal monthly installments of Two Hundred Ninety-One and 10/100 Dollars ($291.10) which sum shall be the Basic Monthly Rent. (For information purposes only, Basic Rent for CC-350 is calculated on a unit rate of $22.00 per rentable square foot (hereinafter, PRSF) per year.)

Landlord may terminate this Lease Amendment No. 6 or any portion thereof, at any time on not less than sixty (60) days’ written notice to Tenant, in which event Tenant shall quit and surrender CC-350 to Landlord, broom clean, in good safe order and condition, ordinary wear and tear excepted, and Tenant shall remove all of its property therefrom.

If Landlord receives a bona fide offer from a third party to lease more space in CC-3 than is being leased by Tenant hereunder, which offer Landlord desires to accept, Landlord shall deliver a copy of such offer to Tenant, and Tenant may, within twenty (20) business days thereafter, elect to lease the subject space on the same terms as those set forth in the offer. If Tenant does not accept such offer, Tenant’s rights under this Amendment No. 6 shall be extinguished, and Landlord may notify Tenant of termination under this Lease Amendment No. 6 as respects that portion of the demised premises known as CC-350 and lease the subject space to such third party. This right of first refusal shall be inapplicable to a lease to any party affiliated with Landlord.

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.

LEASE AMENDMENT NO.7 and LEASE RENEWAL

LEASE AMENDMENT and LEASE RENEWAL made as of this 10th day of October,  1997 to that certain lease agreement dated as of May 6, 1993, and as amended, (“Agreement”) between EXXON RESEARCH AND ENGINEERING COMPANY (“Landlord”) and MEDAREX, INC. (“Tenant”).

WHEREAS, the parties desire to amend the Agreement to add additional space to the Demised Premises; and

WFIEREAS, the parties desire to renew the Agreement for one (1) five (5) year renewal period extending from October 1, 1998 through September 30, 2003;

NOW, THEREFORE, the parties agree that the Agreement is hereby amended by enlarging the Demised Premises by the addition of the space identified as CC356, deemed to be 296 rentable square feet, CC3S6A, deemed to be 222 rentable square feet, CC362, deemed to be 222 rentable square feet, CC318, deemed to be 222 rentable square feet, CC320, deemed to be 159 rentable square feet, and CC322, deemed to be 222 rentable square feet (in the aggregate being deemed to be an additional 1,343 rentable square feet), being more particularly depicted on LA7 - Exhibit A.