MEDAREX, INC.

                       2000 NON-DIRECTOR/OFFICER EMPLOYEE

                               STOCK OPTION PLAN





     Section 1.     Purpose of the Plan.  The purpose of the Non-

Director/Officer Employee Stock Option Plan (the "Plan") is to aid Medarex, Inc.

(the "Corporation") and its subsidiaries in securing and retaining employees and

consultants of outstanding ability and to motivate such persons to exert their

best efforts on behalf of the Corporation and its subsidiaries.  In addition,

the Corporation expects that it will benefit from the added interest which the

respective optionees and participants will have in the welfare of the

Corporation as a result of their ownership or increased ownership of the Common

Stock of the Corporation (the "Stock").



     Section 2.     Administration.  (a) the Board of Directors of the

Corporation (the "Board") shall designate a Committee of not less that two (2)

Directors (the "Committee") who shall serve at the pleasure of the Board.  Each

member of the Committee shall be a "non-employee" director within the meaning of

Rule 16b-3(b) (3)(i) under the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), as such Rule or any other comparable rule may be in effect from

time to time, while serving on the Committee.  The Board shall fill any

vacancies on the Committee and may remove any member of the Committee at any

time with or without cause.  The Committee shall select its chairman and hold

its meetings at such times and places as it may determine.  A majority of the

whole Committee present at a meeting at which a quorum is present, or an act

approved in writing by all members of the Committee, shall be an act of the

Committee.  The Committee shall have full power and authority, subject to such

resolutions not inconsistent with the provisions of the Plan as may from time to

time be issued or adopted by the Board (provided the entire Board acting on the

matter are Disinterested Persons), to grant to Eligible Persons (as defined

herein) pursuant to the provisions of the Plan (i) stock options to purchase

shares, (ii) stock appreciation rights, (iii) restricted stock, (iv) deferred

stock, or (v) other Stock-based awards permitted hereunder (each of the

foregoing being an "AWARD" and collectively, the "AWARDS").  The Committee shall

also interpret the provisions of the Plan and any AWARD issued under the Plan

(and any agreements relating thereto) and supervise the administration of the

Plan.



          (b) The Committee shall:  (i) select the employees and/or consultants

of the Corporation and its subsidiaries to whom AWARDS may from time to time be

granted hereunder; (ii) determine whether nonqualified stock options, stock

appreciation rights, restricted stock, deferred stock, or other Stock-based

awards, or a combination of the foregoing, are to be granted hereunder; (iii)

determine the number of shares to be covered by each AWARD granted hereunder;

(iv) determine the terms and conditions, not inconsistent with the provisions of

the Plan, of any AWARD granted hereunder (including but not limited to any

restriction and forfeiture condition on such AWARD and/or the shares of Stock

relating thereto); (v) determine whether, to what extent and under what

circumstances AWARDS may be settled in cash; (vi) determine whether, to what

extent, and under what circumstances Stock and other amounts payable with

respect to an AWARD under this Plan shall be deferred either automatically or at

the

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election of the participant; and (vii) determine whether, to what extent, and

under what circumstances option grants and/or other AWARDS under the Plan are to

be made, and operate, on a tandem basis.



          (c) All decisions made by the Committee pursuant to the provisions of

the Plan and related orders or resolutions of the Board (as and to the extent

permitted hereunder) shall be final, conclusive and binding on all persons,

including the Corporation, its shareholders, employees and Plan participants.



          (d) No member of the Committee shall be liable for any action or

determination made in good faith with respect to the Plan or any AWARD

thereunder.



          (e) Anything herein to the contrary notwithstanding, the Committee, by

resolution may delegate to management of the Corporation the right to grant

AWARDS with respect to up to 50,000 shares to any one participant without any

further action being required by the Committee.



     Section 3.     Stock Subject to the Plan.    Except as otherwise provided

by this Section 3, the total number of shares of Stock available for

distribution under the Plan is 150,000/1/.  The total number of shares of stock

with respect to which AWARDS may be granted to any participant in any calendar

year is 100,000/1/ shares.  Such shares may consist, in whole or in part, of

authorized and unissued shares or treasury shares, except that treasury shares

must be used in the case of restricted stock.  If any shares that have been

optioned cease to be subject to option because the option has expired or has

been deemed to have expired or has been surrendered pursuant to the Plan, or if

any shares of restricted stock are forfeited or such AWARD otherwise terminates

without the actual or deemed delivery of such shares, such shares shall again be

subject to an AWARD under the Plan.



     In the event of any merger, reorganization, consolidation,

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