SUBLEASE

THIS SUBLEASE (Sublease) is made as of July 31, 2003 by and between PROTEIN DESIGN LABS, INC., a Delaware corporation (Subtenant), and ABGENIX, INC., a Delaware corporation (Sublandlord).

R E C I T A L S

A.                                   John Arrillaga, Trustee or his successor trustee, UTA dated 7/20/77 (John Arrillaga Survivors Trust) as amended, and Richard T. Peery, Trustee, or his successor trustee, UTA dated 7/20/77 (Richard T. Peery Separate Property Trust), as amended (collectively, Master Landlord), and Sublandlord as Tenant, are parties to a certain Lease Agreement dated as of January 22, 2002 (the Master Lease), a copy of which is attached hereto as Exhibit A.

B.                                     Pursuant to the terms of the Master Lease, Master Landlord presently leases to Sublandlord that certain premises consisting of approximately 50,668 rentable square feet located at 34700 Campus Drive, Fremont, California (as more particularly described in the Master Lease, the Premises or Building).  (Initially capitalized terms not otherwise defined in this Sublease shall have the meanings attributed to such terms in the Master Lease; and unless otherwise expressly provided herein all references in this Sublease to Article and Section shall refer to the respective Article or Section of the Master Lease and all references to Paragraph in this Sublease shall refer to the respective Paragraph of this Sublease.)

C.                                     Sublandlord now desires to sublease to Subtenant, and Subtenant now desires to sublease from Sublandlord, the entire Premises (hereinafter referred to as the Sublease Premises), on the terms and conditions contained herein.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.                                       Sublease.  Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Sublease Premises, together with all appurtenances thereto as provided in the Master Lease, on the terms and conditions contained in this Sublease.

2.             Term.

(a)                                  The term of this Sublease (Sublease Term) shall commence as of the later of (i) October 1, 2003 or (ii) the date of obtaining of Master Landlords consent as described in Paragraph 19(f) hereof (as so determined, the Sublease Commencement Date), and shall expire approximately thirty-nine (39) months after the Sublease

Commencement Date on the fixed expiration date of December 31, 2006, unless (A) sooner terminated in accordance with the provisions hereof or the provisions of the Master Lease or (B) extended in accordance with the provisions of Paragraph 5 hereof. Except as provided in Paragraph 5 hereof, Subtenant shall not have any right or option to extend the term of this Sublease, notwithstanding any right of Sublandlord to extend the term of the Master Lease.

(b)                                 Upon execution of this Sublease and payment of Subtenants Base Rent for the first month of the Sublease Term pursuant to Paragraph 4(a), Subtenant may upon advance notice to and coordination of scheduling with Sublandlord, enter upon the Sublease Premises prior to the Sublease Commencement Date for the purpose of space planning, installing telephone wiring and cabling or any other improvements permitted by Sublandlord under this Sublease other than for the conduct of its business, such early entry shall be at Subtenants sole risk and subject to all the terms and provisions hereof (including satisfaction of the insurance requirements set forth herein).  Sublandlord shall have the right to impose such additional conditions on Subtenants early entry as Sublandlord may consider reasonable under the circumstances.

3.                                       Conditions of Sublease Premises.  In entering into this Sublease, Subtenant has not relied upon or been induced by any statements or representations of any persons with respect to the physical condition of the Sublease Premises or with respect to any other matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease.  Subtenant has, on the contrary, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf.  Subtenant acknowledges that it has been afforded the opportunity for full and complete investigations, examinations and inspections.  Sublandlord hereby warrants that all mechanical, plumbing, and electrical systems in the Premises shall be in good operating condition for the first seventy-five (75) days of the Sublease Term.  In the event that Subtenants construction of Subtenant Alterations (as defined in Paragraph 14 below) or Subtenants or Subtenants agents, employees, contractors, officers or directors negligence or willful misconduct causes damage to the mechanical, plumbing or electrical systems in the Premises, Sublandlord shall not be responsible for the repair of the same.  Except as set forth in this Paragraph 3, upon taking possession of the Sublease Premises, Subtenant shall be deemed to have accepted the Sublease Premises in an as-is condition.

4.                                       Rent/Security Deposit

(a)                                  Subtenant shall pay to Sublandlord, monthly on or before three (3) business days prior to the first day of each calendar month throughout the Sublease Term, rental for the Sublease Premises equal to the sum of (i) Fifty-Two Thousand Five Hundred Dollars ($52,500) per month from the Sublease Commencement Date through April 30, 2004, Seventy-Six Thousand Thirty-Two Dollars ($76,032) per month from May 1, 2004 through October 31, 2004, Seventy-Eight Thousand Five Hundred Sixty-Six

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