Exhibit 10.2

MEDAREX, INC.
INCENTIVE STOCK OPTION AGREEMENT
FOR 2005 EQUITY INCENTIVE PLAN

MEDAREX, INC., a New Jersey corporation (the “Company”), in consideration of the value to it of the continuing services of XXXXXXX (hereinafter called “Optionee”), which continuing services the grant of this Option is designed to secure, and in consideration of the various undertakings made herein by Optionee, and pursuant to its 2005 Equity Incentive Plan (hereinafter called the “Plan”), hereby grants to Optionee an option (the “Option”), intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as now or hereafter amended (the “Code”), evidenced by this Option Agreement, exercisable for the period and upon the terms hereinafter set out, to purchase XXXXX shares (the “Option Amount”) of $.01 par value common stock of the Company (“Common Stock”) at a price of $XXXXXX per share (the “Option Price”), which price represents at least the Fair Market Value (as such term is defined in the Plan) of the shares as of the Date of Grant (as hereinafter defined).  Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

1.             Term of Option .  This Option is granted and dated on the date set forth next above the signature shown (sometimes hereinafter called the “Date of Grant”), and will terminate and expire, to the extent not previously exercised, one day prior to the end of ten (10) years after the Date of Grant ( i.e. , on the XXX day of XXXXX, XXXX), except that if Optionee owns stock on the date the Option is granted (using the attribution of stock ownership rules of Section 424 (d) of the Code) possessing more than 10% of the total combined power of all classes of stock of the Company, then the Option shall terminate and expire one day prior to the end of five years from the Date of Grant ( i.e. , on the XXX day of XXXXX, XXXX), or at such earlier time as may be specified in Section 5 hereof.

2.             Vesting .  Except as set forth in the immediately following sentence or as otherwise provided in the Plan or this Option Agreement, this Option will vest and be exercisable as follows, provided that vesting will cease upon the termination of the Optionee’s Service: [vesting schedule for options granted to participants below VP level : One-fourth ( 1 / 4th ) of the Option Amount shall vest on the first anniversary of the Date of Grant, and one forty-eighth ( 1 / 48th ) of the Option Amount shall vest on the last day of each full month thereafter for 36 months ] [vesting schedule for options granted to participants at VP level or above : One-fourth ( 1 / 4th ) of the Option Amount shall vest on each of the first, second, third and fourth anniversaries of the Date of Grant ] ; provided, however, that upon the occurrence of an event constituting a Change in Control, as such term is defined in the Plan, the Option Amount shall become immediately vested and exercisable in full.

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3.             Non-Transferability .   This Option is not assignable or transferable otherwise than by will or by the laws of descent and distribution. During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative.

4.             Manner of Exercise .   The Optionee (or other person entitled to exercise the Option) shall purchase shares of Common Stock subject hereto by the payment to the Company of the Option Price in full.  This Option is to be exercised by written notice to the Company stating the full number of shares to be purchased and the time of delivery thereof, which shall be at least 15 days after the giving of notice unless an earlier date shall have been agreed upon between Optionee (or other person entitled to exercise the Option) and the Company.  At such time, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise the Option), deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Price therefor in full for the number of shares to be delivered; provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law.  Payment of the Option Price shall be made in cash either by a certified or official bank check.

Notwithstanding the foregoing, provided that at the time of exercise the Common Stock is publicly traded, payment in whole or in part of the Option Price may be made in unrestricted shares of Common Stock which are already owned by the Optionee free and clear of any liens, claims, encumbrances or security interests, based upon the Fair Market Value (as defined in the Plan) of the Common Stock on the date the Option is exercised.  No shares of Common Stock shall be issued until full payment therefor has been made and any tax withholding obligations have been satisfied (in accordance with Section 11(d)).  If the Optionee (or other persons entitled to exercise the Option) fails to accept a delivery of, or to pay for all or any part of the number of shares specified in such notice upon tender or delivery thereof, the right to exercise the Option with respect to such undelivered shares shall be thereupon terminated.

Notwithstanding the foregoing, provided that at the time of exercise the Common Stock is publicly traded, payment in whole or in part of the Option Price may be made pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

5.             Termination of Service .

(a)           Death .  If any Optionee’s relationship with or employment by the Company and/or any of its subsidiaries terminates by reason of death, this Option may thereafter be exercised immediately in full by the legal represent