RESOLVED FURTHER: That, for the purpose of these resolutions

 

                                                                   EXHIBIT 10.31

                                EXCERPTS FROM THE
                             MINUTES OF A MEETING OF

                            THE BOARD OF DIRECTORS OF
                                  ABGENIX, INC.

                              7601 DUMBARTON CIRCLE
                                FREMONT, CA 94555

                                OCTOBER 22, 1997
                                   12:00 P.M.

        The following are the minutes of the meeting of the Board of Directors
of Abgenix, Inc., a Delaware corporation, held at the above time and place
pursuant to notice duly given to all members of the Board of Directors.

        Present at the meeting were directors Stephen Sherwin, R. Scott Greer,
Raju Kucherlapati, Joseph Maroun and Mark Logan, being all members of the Board
of Directors. Also present at the invitation of the Board was Mario M. Rosati.

        Dr. Sherwin, Chairman of the Board, called the meeting to order and
requested that Mr. Rosati keep the minutes of the meeting . . .

        The Board next discussed the acceleration provisions in the
corporation's outstanding options in the event of a change of control of Cell
Genesys. After further discussion and upon motion duly made and seconded, it
was,

        RESOLVED: That, so long as Cell Genesys owns or controls at least a
        majority of the Abgenix voting stock, upon a Change of Control of Cell
        Genesys (as defined below) (or if Abgenix is merged with or into Cell
        Genesys in anticipation of such Change of Control of Cell Genesys, then
        upon the closing of the merger of Abgenix with or into Cell Genesys),
        then each share of Abgenix voting stock held by a director or an
        employee of Abgenix who has served for one year or more (collectively,
        "Abgenix Employees") shall become subject to the provisions set forth

        below, and each option to acquire a share of Abgenix voting stock held
        by an Abgenix Employee shall become subject to the provisions set forth
        below.

        RESOLVED FURTHER: That upon a Change of Control of Cell Genesys (as
        defined below) (or if Abgenix is merged with or into Cell Genesys in
        anticipation of such Change of Control of Cell Genesys, then upon the
        closing of the merger of Abgenix with or into Cell Genesys), then each
        share of Abgenix voting stock held by an officer of Cell Genesys at or
        above the vice-presidential level ("CG Officer") shall become subject to
        the provisions set forth below, and each option to acquire a share of
        Abgenix voting stock held by a CG Officer shall become subject to the
        provisions set forth below.

        RESOLVED FURTHER: That, upon a Change of Control of Cell Genesys, should
        an Abgenix Employee or a CG Officer be Involuntarily Terminated other
        than for Cause (as such terms are defined below) at any time within 24
        months following such Change of Control of Cell Genesys, then 100% of
        such individual's Abgenix shares and options shall automatically be
        accelerated in full so as to become completely vested and fully
        exercisable.

        RESOLVED FURTHER: That, for the purpose of these resolutions "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) is or becomes the
        "beneficial owner" (as defined in Rule 13d-3 under said Act), directly
        or indirectly, of securities of Cell Genesys representing 50% or more of
        the total voting power represented by Cell Genesys' then outstanding
        voting securities; (ii) a change in the composition of the Board of
        Directors of Cell Genesys as a result of which fewer than a majority of
        the directors are "Incumbent Directors;" or (iii) the stockholders of
        Cell Genesys approve (x) a merger or consolidation of Cell Genesys with
        any other corporation, other than a merger or consolidation which would
        result in the voting securities of Cell Genesys outstanding immediately
        prior thereto continuing to represent (either by remaining outstanding
        or by being converted into voting securities of the surviving entity or
        the entity that controls Cell Genesys or controls such surviving entity)
        at least fifty percent (50%) of the total voting power represented by
        the voting securities of Cell Genesys, such surviving entity or the
        entity that controls Cell Genesys or controls such surviving entity
        outstanding immediately after such merger or consolidation, or (y) the
        stockholders of Cell Genesys approve a plan of complete liquidation of
        Cell Genesys or an agreement for the sale or disposition by Cell Genesys
        of all or substantially all Cell Genesys' assets.

        RESOLVED FURTHER: That "Incumbent Directors" shall mean directors who
        either (A) are directors of Cell Genesys as of the date hereof, or (B)
        are elected, or nominated for election, to the Board of Directors with
        the affirmative votes (either by a specific vote or by approval of the
        proxy statement of Cell Genesys in which such person is named as a
        nominee for election as a director without objection to such nomination)
        of at least three-quarters of the Incumbent Directors at the time of
        such election or nomination

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

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

        RESOLVED FURTHER: That it is the intent of the Board that the above
        resolutions amended and superseded the October 23, 1996 resolutions of
        this Board with respect to the acceleration of option in the event of a
        Change of Control of Cell Genesys.

        RESOLVED FURTHER: That should the corporation's accountants determine
        that pooling of interests would be unavailable as a result of the
        change, then the board may elect to nullify the above resolutions.

        The Board next discussed the acceleration provisions in the
corporation's outstanding options in the event of a change of control of the
corporation. In this connection, it was noted that the options will accelerate
to become exercisable in full in the event of a change of control of the
corporation per the board resolution of October 23, 1996. One criterion requires
an individual to be an employee of the corporation for at least one year to
receive the benefit of acceleration. After further discussion of this provision
and upon motion duly made and seconded, it was,

        RESOLVED: That in the event of a change of control of the corporation,
        an employee of the corporation holding options issued at any time under
        the Plan regardless of time served shall receive the benefit of the
        acceleration provisions set forth in the board resolutions of October
        23,

        1996, provided, however, that should the corporation's accountants
        determine pooling of interests would be unavailable as a result of this
        change, then the board may elect to nullify the change.

        . . .There being no further business, the meeting was thereupon duly
        adjourned.

                                                   /s/ Mario M. Rosati
                                                   ------------------------
                                                   Mario M. Rosati
                                                   Secretary of the Meeting 

Basic Info X:

Name: RESOLVED FURTHER: That, for the purpose of these resolutions
Type: Resolutions
Date: April 3, 1998
Company: ABGENIX INC
State: Delaware

Other info:

Date:

  • OCTOBER 22 , 1997
  • October 23 , 1996

Organization:

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

Location:

  • FREMONT
  • Delaware

Person:

  • Stephen Sherwin
  • R. Scott Greer
  • Raju Kucherlapati
  • Joseph Maroun
  • Mark Logan
  • Mario M. Rosati

Percent:

  • 100 %
  • fifty percent
  • 50 %