Medarex, Inc.



                     4.25% Convertible Senior Notes due 2010



                                    ---------



                               Purchase Agreement



                                                                   July 17, 2003



Goldman, Sachs & Co.,

UBS Securities LLC,

   J.P. Morgan Securities Inc.,

c/o Goldman, Sachs & Co.,

85 Broad Street,

New York, New York 10004.



Ladies and Gentlemen:



         Medarex, Inc., a New Jersey corporation (the "Company"), proposes,

subject to the terms and conditions stated herein, to issue and sell to the

Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of

$100,000,000 principal amount of the 4.25% Convertible Senior Notes due 2010

("Convertible Notes"), convertible into shares of Common Stock, $0.01 par value

per share ("Stock"), of the Company specified above (the "Firm Securities") and,

at the election of the Purchasers, up to an aggregate of $25,000,000 additional

aggregate principal amount of the Convertible Notes (the "Optional Securities")

(the Firm Securities and the Optional Securities which the Purchasers elect to

purchase pursuant to Section 2 hereof are herein collectively called the

"Securities").



         1. The Company represents and warrants to, and agrees with, each of the

Purchasers that:



         (a) A preliminary offering circular, dated July 17, 2003 (the

"Preliminary Offering Circular"), and an offering circular, dated July 17, 2003

(the "Offering Circular"), have been prepared, and together with the Company's

Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and

Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, which are

attached to and made a part of the Offering Circular, are being furnished in

connection with the offering of the Securities and shares of the Stock issuable

upon conversion thereof. Any reference to the Preliminary Offering Circular or

the Offering Circular shall be deemed to refer to and include the Company's most

recent Annual Report on Form 10-K and all subsequent documents filed with the

United States Securities and Exchange Commission (the "Commission") pursuant to

Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act

of 1934, as amended (the "Exchange Act"), on or prior to the date of the

Preliminary Offering Circular or the Offering Circular, as the case



{PAGE}



may be, and any reference to the Preliminary Offering Circular or the Offering

Circular, as the case may be, as amended or supplemented, as of any specified

date, shall be deemed to include (i) any documents filed with the Commission

pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date

of the Preliminary Offering Circular or the Offering Circular, as the case may

be, and prior to such specified date and (ii) any Additional Issuer Information

(as defined in Section 5(f)) furnished by the Company prior to the completion of

the distribution of the Securities; and all documents filed under the Exchange

Act and so deemed to be included in the Preliminary Offering Circular or the

Offering Circular, as the case may be, or any amendment or supplement thereto

are hereinafter called the "Exchange Act Reports". The Exchange Act Reports,

when they were or are filed with the Commission, conformed or will conform in

all material respects to the applicable requirements of the Exchange Act and the

applicable rules and regulations of the Commission thereunder in effect on such

dates. The Preliminary Offering Circular or the Offering Circular and any

amendments or supplements thereto and the Exchange Act Reports did not and will

not, as of their respective dates, contain an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that this representation and warranty shall not

apply to any statements or omissions made in reliance upon and in conformity

with information furnished in writing to the Company by a Purchaser through

Goldman, Sachs & Co. expressly for use therein;



         (b) Neither the Company nor any of its subsidiaries has sustained since

the date of the latest audited financial statements included in the Offering

Circular any material loss or interference with its business from fire,

explosion, flood or other calamity, whether or not covered by insurance, or from

any labor dispute or court or governmental action, order or decree, otherwise

than as set forth or contemplated in the Offering Circular; and, since the

respective dates as of which information is given in the Offering Circular,

there has not been any change in the capital stock or long-term debt of the

Company or any of its subsidiaries or any material adverse change, or any

development, involving a prospective material adverse change, in or affecting

the general affairs, management, financial position, shareholders' equity or

results of operations of the Company and its subsidiaries, taken as a whole,

otherwise than as set forth or contemplated in the Offering Circular;



         (c) The Company has been duly incorporated and is validly existing as a

corporation in good standing under the laws of the State of New Jersey, with

power and authority (corporate and other) to own its properties and conduct its

business as described in the Offering Circular, and has been duly qualified as a

foreign corporation for the transaction of business and is in good standing

under the laws of each other jurisdiction in which it owns or leases properties

or conducts any business so as to require such qualification, or is subject to

no material liability or disability by reason of the failure to be so qualified

in any such jurisdiction; and each subsidiary of the Company has been duly

incorporated or organized and is validly existing as a corporation in good

standing under the laws of its jurisdiction of incorporation;



         (d) The Company has an authorized capitalization as set forth in the

Offering Circular, and all of the issued shares of capital stock of the Company

have been duly and validly authorized and issued and are fully paid and

non-assessable; the shares of Stock initially issuable upon conversion of the

Securities ("Conversion Stock") have been duly and validly authorized and

reserved for issuance and, when issued and delivered in accordance with the

provisions of the Securities and the Indenture referred to below, will be duly

and validly issued, fully paid and non-assessable and will conform to the

description of the Stock contained in the Offering Circular; and all of the

issued shares of capital stock of each subsidiary of the Company have been duly

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