options issued under the Plan


                                                                 EXHIBIT 10.30

                                EXCERPTS FROM THE
                             MINUTES OF A MEETING OF
                            THE BOARD OF DIRECTORS OF
                                  ABGENIX, INC.

                           Wednesday October 23, 1996
                             12:00 p.m. - 5:00 p.m.

        The Board of Directors of Abgenix, Inc. (the "Company") held a meeting
at the time indicated above pursuant to notice. Directors Stephen A. Sherwin
(Chairman), R. Scott Greer, Raju Kucherlapati and Joseph Maroun were present at
the meeting.

        Also present at the invitation of the Board was Sarah O'Dowd, outside
counsel to the Company.

        Dr. Sherwin called the meeting to order. Ms. O'Dowd kept the minutes of
the meeting . . . .

Acceleration of Stock Options

        The Board next discussed treatment of options in the event of a change
in control of the Company. After discussion and upon motion duly made and
seconded, it was unanimously:

        RESOLVED, that if, in the event of the merger of the Company with or
        into another corporation, the successor corporation (or a parent or
        subsidiary of such successor corporation) does not agree to assume the
        options issued under the Plan or to substitute an equivalent option,
        such options shall automatically be accelerated in full so as to become
        completely vested and fully exercisable. In such event, the
        administrator of the Plan shall notify persons holding options that the
        options shall be fully exercisable for a period of 30 days from the date
        of such notice, and options will terminate upon the expiration of such

        FURTHER RESOLVED, that if an employee holding options issued at any time
        under the Plan has served as an employee of the Company for one year or
        more as of the date of a "Change of Control" and following such "Change
        of Control" employee's Continuous Status as an Employee (as defined in
        the Plan) terminates as a result of an "Involuntary Termination" other
        than for "Cause" (as such terms are defined below) at any time within 24
        months following such Change of Control, then 100% of such employee's
        options shall automatically be accelerated in full so as to become
        completely vested and fully exercisable.

FURTHER RESOLVED, that for purposes of the foregoing resolution the terms set
forth below shall have the following definitions:

        "Change of Control" means the occurrence of any of the following events:

                (i) Any "person" (as such term is used in Sections 13(d) and
        14(d) of the Securities Exchange Act of 1934, as amended) other than
        Cell Genesys or a successor in interest to Cell Genesys is or becomes
        the "beneficial owner" (as defined in Rule 13d-3 under said Act),
        directly or indirectly, of securities of the Company representing 50% or
        more of the total voting power represented by the Company's then
        outstanding voting securities; or

                (ii) A change in the composition of the Board occurring within a
        two-year period, as a result of which fewer than a majority of the
        directors are Incumbent Directors. "Incumbent Directors" shall mean
        directors who either (A) are directors of the Company as of the date
        hereof, or (B) are elected, or nominated for election, to the Board as
        provided in the Governance Agreement between the Company and Cell
        Genesys (but shall not include an individual whose election or
        nomination is in connection with an actual or threatened proxy contest
        relating to the election of directors to the Company); or

                (iii) The stockholders of the Company approve a merger or
        consolidation of the Company with any other corporation, other than (x)
        a merger or consolidation with Cell Genesys or (y) a merger or
        consolidation which would result in the voting securities of the Company
        outstanding immediately prior thereto continuing to represent (either by
        remaining outstanding or by being converted into voting securities of
        the surviving entity) at least 50% of the total voting power represented
        by the voting securities of such surviving entity outstanding
        immediately after such merger or consolidation, or the stockholders of
        the Company approve a plan of complete liquidation of the Company or an
        agreement for the sale or disposition by the Company of all or
        substantially all the Company's assets.

        "Involuntary Termination" means (i) the elimination of an employee's job
        position or a material reduction of the employee's job position or a
        material reduction of the employee's duties, authority or
        responsibilities, relative to the employee's job position or duties,
        authority or responsibilities as in effect immediately prior to such
        reduction; (ii) a reduction by the Company in the base salary of the
        employee as in effect immediately prior to such reduction; (iii) the
        relocation of the employee to a facility or a location more than 50
        miles from the employee's then present location; or (iv) any other
        involuntary termination of the employee's employment without cause
        except in the event of disability.


        "Cause" means (i) any act of personal dishonesty, fraud or
        misrepresentation taken by an employee in connection with his
        responsibilities as an employee and intended to result in substantial
        gain or personal enrichment of the employee at the expense of the
        Company; (ii) the employee's conviction of a felony; (iii) improper
        disclosure of the Company's confidential or proprietary information by
        the employee; or (iv) the employee's continued failure to substantially
        perform his principal duties in a reasonable period of time after
        receipt of written notice from the Company. . . .


        There being no further Board business to come before the meeting, the
meeting was adjourned at 5:00 p.m.

                                             Sarah A. O'Dowd
                                             Secretary of the Meeting


Basic Info X:

Name: options issued under the Plan
Type: under the Plan
Date: April 3, 1998
State: Delaware

Other info:


  • Wednesday October 23 , 1996


  • Board of Directors of Abgenix , Inc.
  • Change of Control


  • Stephen A. Sherwin
  • R. Scott Greer
  • Raju Kucherlapati
  • Joseph Maroun
  • Sarah O'Dowd
  • Sarah A. O'Dowd


  • 12:00 p.m.
  • 5:00 p.m.


  • 100 %
  • 50 %