THIS COLLABORATION AGREEMENT ("AGREEMENT") is made and entered

into effective as of June 12, 2001 (the "EFFECTIVE DATE"), by and between GENMAB

A/S, having principal offices at Bredgade 23A, 3rd floor, DK 1260 Copenhagen K,

Denmark ("GENMAB"), MEDAREX, INC., having principal offices at 707 State Road,

Suite 206, Princeton, New Jersey 08540-1437, on behalf of itself and its wholly

owned subsidiary, GENPHARM INTERNATIONAL, INC., with principal offices at 521

Cottonwood Drive, Milpitas, California 95035 (collectively, "MEDAREX"), and

deCODE GENETICS EHF., having principal offices at Hlioarsmari 15, 200 Kopavogur,

Iceland ("DECODE"). Genmab, Medarex and deCODE each may be referred to herein

individually as a "PARTY," or collectively as the "PARTIES."



         WHEREAS, The Parties desire to enter into a definitive agreement to

collaborate to produce fully human antibodies to antigen targets in order to

develop and commercialize genomics-derived, antibody-based products on the terms

set forth below;



         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:







                                   ARTICLE 1 -

                SCOPE OF COLLABORATION; COLLABORATION ACTIVITIES



        SECTION 1.1     SCOPE OF COLLABORATION. The Parties have entered into

this collaboration (such collective enterprise, the "COLLABORATION") to jointly

research, develop and commercialize Collaboration Products with respect to

Collaboration Targets throughout the Territory as set forth in this Agreement.

Any capitalized term used in this Agreement not otherwise defined herein shall

have the meaning set forth on Appendix A.



        SECTION 1.2     RESEARCH ACTIVITIES.



                1.2.1   GENERAL. Under the direction and supervision of the

Steering Committee, the Collaborators shall use Commercially Reasonable Efforts

to conduct their respective research activities in accordance with this

Agreement, each Project Plan and each Project Budget.



                1.2.2   IDENTIFICATION OF COLLABORATION TARGETS. deCODE shall

use its Commercially Reasonable Efforts to identify and provide Collaboration

Targets to the Collaboration. The list of Antigens attached hereto as Appendix C

sets forth the initial list of Collaboration Targets. Such list may be amended

pursuant to Section 1.7 or 5.1.2, by the express written agreement of

Genmab/Medarex and deCODE or as follows:



                        (a) If, at any time prior to or during the Target Entry

Period (as defined in Section 1.2.2(g)), deCODE or any of its Affiliates

identify, or otherwise obtain













                                       1

{PAGE}   3



rights with respect to, Antigens (in addition to the Collaboration Targets

listed on Appendix C) which (x) deCODE reasonably believes show, or are likely

to show, scientific and commercial promise for the development of antibody-based

products; (y) are Controlled by deCODE or its Affiliates; and (z) are not

subject to a Pre-Existing Agreement entered into by deCODE or its Affiliates

prior to the earlier of the date of such identification and the date such rights

were obtained, then deCODE may provide such Antigen to the Collaboration. In the

event deCODE elects to provide an Antigen, it shall promptly develop Antigen

Evaluation Materials for such Antigen and furnish such Antigen Evaluation

Materials to Medarex and Genmab. The "ANTIGEN EVALUATION MATERIALS" shall

include:



                                (i) a written description of the applicable

Antigen, including DNA and amino acid sequences thereof, when available;



                                (ii) the human tissue and/or cell type

expression profile for such Antigen;



                                (iii) all available data reasonably necessary

for determining whether such Antigen is amenable to targeting by Antibodies;



                                (iv) all other scientific data in the

possession of deCODE or its Affiliates relating to such Antigen;



                                (v) all available information regarding the

proprietary status of such Antigen, the intellectual property rights Controlled

by deCODE and its Affiliates with respect to such Antigen, and any potential

restrictions (contractual, patent or otherwise) that would limit or otherwise

affect the Parties' right to fully Exploit any Collaboration Products with

respect thereto;



                                (vi) existing and available models for

preclinical validation of Antibody Products against such Antigen, to the extent

deCODE has taken steps to identify or determine such models;



                                (vii) a list of expected indications for

Antibody Products against such Antigen;



                                (viii) clinical trial designs applicable to

Antibody Products against such Antigen, to the extent known by deCODE;



                                (ix) any market analyses undertaken by or on

behalf of deCODE or its Affiliates with respect to the commercial potential of

Antibody Products against such Antigen;



                                (x) the commercial and scientific rationale for

why deCODE believes such Antigen is a promising target for the development of

antibody-based products; and







{PAGE}   4



                                (xi) all other relevant information in deCODE's

or its Affiliates' possession with respect to such Antigen.



                        (b) In the event Genmab/Medarex receives Antigen

Evaluation Materials for a given Antigen pursuant to Section 1.2.2(a), but does

not believe such materials are reasonably adequate to enable Genmab/Medarex to

reasonably determine whether to accept or decline such Antigen pursuant to

Section 1.2.2(d), the Collaborators shall discuss in good faith additional

analyses to be performed by deCODE as necessary for such reasonable

determination and deCODE shall use Commercially Reasonable Efforts to perform

such reasonable additional analyses in a timely manner to enable Genmab/Medarex

to make such reasonable determination, provided that deCODE shall not be

required to provide additional materials or perform additional analyses other

than those contemplated by Section 1.2.2(a). Any additional materials provided

pursuant to this Section 1.2.2(b) shall be deemed to be Antigen Evaluation

Materials.



                        (c) Within thirty (30) days following receipt by

Genmab/Medarex of all Antigen Evaluation Materials (including those Antigen

Evaluation Materials provided pursuant to Section 1.2.2(b)) with respect to an

Antigen and Genmab/Medarex's determination that it has received complete Antigen

Evaluation Materials with respect thereto, such determination not to be

unreasonably withheld or delayed, the Steering Committee shall designate a set

of preliminary assays (each, an "ASSAY") for screening Assay Candidates against

such Antigen and preliminary criteria (the "ASSAY SUCCESS CRITERIA") for

determining, subject to Section 1.2.6, whether an Assay Candidate should become

a Collaboration Antibody. The Assays and Assay Success Criteria shall be

included in the Project Plan for such Collaboration Target.



                        (d) No later than fifteen (15) days following the

designation of the Assays and Assay Success Criteria for an Antigen pursuant to

Section 1.2.2(c), Genmab/Medarex shall provide deCODE with written notice of

whether Genmab/Medarex wishes to pursue such Antigen under the Collaboration. If

Genmab/Medarex accepts such Antigen into the Collaboration, such Antigen shall

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