CONFIDENTIAL

RESEARCH AND COMMERCIALIZATION AGREEMENT

This Research and Commercialization Agreement (the Agreement), effective as of April 6, 2004 (the Effective Date), is entered by and between Medarex, Inc., a New Jersey corporation, with a principal place of business at 707 State Road, Princeton, New Jersey 08540, GenPharm International, Inc., a wholly owned subsidiary of Medarex, Inc., (collectively, Medarex), and Celldex Therapeutics, Inc., a Delaware corporation, with a principal place of business at 519 Route 173 W, Bloomsbury, New Jersey 08804 (Celldex).

WHEREAS, Medarex owns or otherwise controls certain technology, including certain patents and know-how, relating to the use of antibodies in connection with the research and development of vaccines;

WHEREAS, Medarex has determined that this technology and the associated business opportunities are outside of Medarexs core business and, accordingly, can best be exploited through a separate corporate entity;

WHEREAS, Medarex has caused Celldex to be incorporated for this purpose; and

WHEREAS, Celldex wishes to acquire from Medarex an option to obtain exclusive commercial licenses under the Medarex Technology (as defined below) for the use of the Medarex Mice (as defined below) to prepare fully human antibodies, and subject to the availability of such license rights with regard to such antibodies, Medarex is willing to grant such licenses, on the terms and conditions herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

1.                                      DEFINITIONS

1.1   Additional Mice shall mean (a) the mice developed by Kirin Brewery Company, Ltd. (Kirin) using certain transchromosomal technology and licensed to Medarex pursuant to the Collaboration and License Agreement between Medarex and Kirin, dated September 4, 2002 (the Kirin Agreement), and (b) the mice developed through the crossbreeding of the Medarex Mice with the mice described in clause (a) of this Section 1.1 and licensed to Medarex pursuant to the Kirin Agreement.

1.2   Affiliate shall mean any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another Person.  For purposes of this definition only, control and, with correlative meanings, the terms controlled by and under common control with shall mean (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) the ownership,

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directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of a Person; provided that, if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.  For purposes of this Section 1.2, (i) Person shall mean an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government , and (ii) neither Medarex, Celldex nor Genmab A/S shall be deemed to be an Affiliate of the other(s).

1.3   Antibody shall mean any fully human antibody, or fragment thereof, with a unique amino acid sequence that has been raised against a Research Antigen.   By way of clarification, (i) Antibodies with different amino acid sequences shall be deemed to be different Antibodies, irrespective of whether they bind to the same Research Antigen, and (ii) any single chain antibody that is derived from an Antibody shall be deemed to be the same Antibody as the Antibody from which it is derived.

1.4   Antibody Materials shall mean any and all genes and DNA sequences, including vectors containing same, that code for an Antibody and any hybridoma that produces an Antibody.  References in the Agreement to a Antibody Materials shall include (a) cells expressing or secreting such Antibody or containing nucleotide sequences (whether coding or non-coding) with respect to the expression of such Antibody, and (b) nucleotide sequences (whether coding or non-coding) with respect to the expression of such Antibody (or a fragment of such entire Antibody containing that portion of such Antibody conferring binding specificity for a Research Antigen).

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