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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under Rule 14a-2

ABGENIX, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2002

TO THE STOCKHOLDERS OF ABGENIX, INC.:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Abgenix, Inc., a Delaware corporation (the "Company"), will be held on Tuesday, June 4, 2002, at 1:00 p.m., local time, at the Company's principal executive offices located at 6701 Kaiser Drive, Fremont, California 94555 for the following purposes:

1.

To elect directors to serve for the ensuing year and until their successors are elected.



2.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

        The Board of Directors has fixed the close of business on April 5, 2002, as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting of Stockholders and at any adjournment or postponement thereof.

	By Order of the Board of Directors
	R. SCOTT GREER Chairman and Chief Executive Officer
Fremont, California May 3, 2002

        ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

ABGENIX, INC.

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2002

        The enclosed proxy is solicited on behalf of the Board of Directors (the "Board" or "Board of Directors") of Abgenix, Inc., a Delaware corporation ("Abgenix" or the "Company"), for use at the Annual Meeting of Stockholders to be held on Tuesday, June 4, 2002, at 1:00 p.m., local time (the "Annual Meeting"), or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at the Company's principal executive offices located at 6701 Kaiser Drive, Fremont, California 94555. The Company intends to mail this proxy statement and accompanying proxy card on or about May 3, 2002, to all stockholders entitled to vote at the Annual Meeting.

INFORMATION CONCERNING SOLICITATION AND VOTING

Solicitation

        The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of the Company or, at the Company's request, Mellon Investor Services LLC. No additional compensation will be paid to directors, officers or other regular employees for such services, but Mellon Investor Services LLC will be paid its customary fee, estimated to be approximately $8,500, if it renders solicitation services.

Voting Rights and Outstanding Shares

        Only holders of record of our common stock at the close of business on April 5, 2002, will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April 5, 2002, the Company had 86,957,498 shares of common stock outstanding and entitled to vote.

        Each holder of record of our common stock on such date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. The holders of a majority of the total shares of our issued and outstanding common stock, whether present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. The affirmative vote of a plurality of the shares represented in person or by proxy at the Annual Meeting is required for the election of directors.

        All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker "non-votes." Abstentions and broker "non-votes" are included in the determination of the number of shares present at the Annual Meeting for quorum purposes. An abstention will have the same effect as a negative vote except with respect to the election of directors, in which case an abstention will have no effect since directors are elected by a plurality vote. Broker "non-votes" are not counted in the tabulation of votes cast on proposals presented to stockholders because shares held by a broker are not considered to be entitled to vote on matters as to which broker authority is withheld. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Revocability of Proxies

        Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Secretary of the Company at the Company's principal executive offices, 6701 Kaiser Drive, Fremont, California 94555, Attention: Secretary, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting and voting in person. Attendance at the meeting will not, by itself, revoke a proxy.

Stockholder Proposals

        To be considered for inclusion in the Company's proxy statement for the 2003 Annual Meeting of Stockholders (the "2003 Annual Meeting"), stockholder proposals must be received in writing by the Company no later than January 3, 2003. The proposals must be mailed to our principal executive offices, 6701 Kaiser Drive, Fremont, California 94555, Attention: Secretary. Such proposals may be included in the proxy statement for the 2003 Annual Meeting if they comply with certain rules and regulations promulgated by the Securities and Exchange Commission.

        Holders of proxies solicited by, or on behalf of, the Company for the 2003 Annual Meeting may, pursuant to Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), exercise discretionary authority to vote on any matter at the 2003 Annual Meeting of which the Company does not receive notice (i) on or before March 19, 2003, or (ii) a reasonable time before the Company mails its proxy materials for the 2003 Annual Meeting, if the date of the 2003 Annual Meeting changes by more than 30 days from the one year anniversary of the Company's 2002 Annual Meeting. Further, such proxy holders may exercise discretionary authority to vote on any shareholder proposal that was received in a timely manner as described in the preceding paragraph but that the Company has omitted from the proxy statement for the 2003 Annual Meeting pursuant to the rules under the Exchange Act.

PROPOSAL 1

ELECTION OF DIRECTORS

        The Board has nominated five directors for election at the Annual Meeting. Each director to be elected will hold office until the next Annual Meeting of Stockholders and until such director's successor is elected and has qualified, or until such director's earlier death, resignation or removal. Each nominee listed below is currently a director of the Company and was elected by the stockholders of the Company, except for Raymond M. Withy, Ph.D., who was elected by the Board pursuant to the Amended and Restated Bylaws of the Company (the "Bylaws") on November 15, 2001, to fill an existing vacancy. In March 2002, the Company announced that Joseph E. Maroun, a director, had passed away. In April 2002, the Company announced that Stephen A. Sherwin, M.D., a director and cofounder of the Company, had decided not to stand for reelection to the Board. The Bylaws grant to the Board the authority to determine the number of directors constituting the Board. In April 2002, the Board unanimously adopted a resolution setting the number of members of the Board at five persons, effective as of the date of the 2002 Annual Meeting. The Board has also undertaken a search for qualified candidates to augment the Board roster, and would exercise its authority under the Bylaws to increase the size of the Board in the future to accommodate additional Board members, if any.

        Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the five nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as management may propose. Each person nominated for election

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has agreed to serve if elected and management has no reason to believe that any nominee will be unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.

Nominees

        The names of the nominees and certain information about them are set forth below:

Name	Age	Position(s)
R. Scott Greer	43	Chairman and Chief Executive Officer
M. Kathleen Behrens, Ph.D. (1)(2)3)	49	Director
Raju S. Kucherlapati, Ph.D. (1)(2)(3)	59	Director
Mark B. Logan (1)(2)(3)	63	Director
Raymond M. Withy, Ph.D.	47	President, Chief Operating Officer and Director

(1)

Member of the Audit Committee

(2)

Member of the Compensation Committee

(3)

Member of the Governance Committee

R. Scott Greer, has served as our Chairman of the Board since May 2000, and as our Chief Executive Officer and one of our directors since June 1996. From June 1996 until December 2000, he served as our President. He also serves as a director of CV Therapeutics, Inc. and Illumina, Inc. From July 1994 to July 1996, Mr. Greer was Senior Vice President of Corporate Development at Cell Genesys, Inc. ("Cell Genesys"). From April 1991 to July 1994, Mr. Greer was Vice President of Corporate Development and from April 1991 to September 1993 was Chief Financial Officer of Cell Genesys. From 1986 to 1991, Mr. Greer held various positions at Genetics Institute, Inc., a biotechnology company, including Director, Corporate Development. Mr. Greer received a B.A. degree in Economics from Whitman College and an M.B.A. degree from Harvard University. Mr. Greer is also a certified public accountant.

M. Kathleen Behrens, Ph.D., has served as one of our directors since December 1997. Dr. Behrens is Managing Director of RS Investments, where she has been a professional since joining the parent company, Robertson Stephens & Co., in 1983. Dr. Behrens became a general partner of Robertson Stephens & Co. in 1986 and a Managing Director in 1993. In 1988, Dr. Behrens joined the venture capital group of Robertson Stephens & Co. and helped found Protein Design Laboratories, Inc. and COR Therapeutics, Inc. Dr. Behrens is the former President, Chairperson and Director of the National Venture Capital Association and she currently serves on the President's Council of Advisors on Science and Technology. Dr. Behrens received a Ph.D. degree in Microbiology from the University of California, Davis, where she performed genetic research for six years.

Raju S. Kucherlapati, Ph.D., has served as one of our directors since June 1996. Dr. Kucherlapati was a founder of Cell Genesys and served as a director of Cell Genesys from 1988 to 1999. Since September 2001, he has been a Professor of Medicine and the Paul C. Cabot Professor of Genetics at Harvard Medical School and the Scientific Director of the Harvard Partners Center for Genetics and Genomics. From July 1989 to September 2001, Dr. Kucherlapati was the Saul and Lola Kramer Professor and the Chairman of the Department of Molecular Genetics at the Albert Einstein College of Medicine of Yeshiva University. Dr. Kucherlapati also serves as a director of Valentis Corp. and Millennium Pharmaceuticals, Inc. Dr. Kucherlapati received a B.S. degree in Biology from Andhra University in India and a Ph.D. degree in Genetics from the University of Illinois, Urbana.

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Mark B. Logan, has served as one of our directors since August 1997. Mr. Logan served as Chairman of the Board of VISX, Incorporated, a medical device company, from November 1994 until his retirement in May 2001. He also served as Chief Executive Officer of VISX from November 1994 until February 2001 and as President from November 1994 until February 1999. From January 1992 to October 1994, he was Chairman of the Board and Chief Executive Officer of INSMED Pharmaceuticals, Inc., a pharmaceutical company. Previously, Mr. Logan held several senior management positions at Bausch & Lomb, Inc., a medical products company, including Senior Vice President, Healthcare and Consumer Group and also served as a member of its board of directors. Mr. Logan currently serves as a director of Vivus, Inc. Mr. Logan received a B.A. degree from Hiram College and a P.M.D. degree from Harvard Business School.

Raymond M. Withy, Ph.D., has served as one of our directors since November 2001, and as our President and Chief Operating Officer since January 2001. In November of 2001, the Board appointed Dr. Withy to succeed Mr. Greer as Chief Executive Officer at such time as Mr. Greer resigns, which we expect to be in mid-2002. From January to December 2000 he served as our Chief Business Officer and from June 1996 to January 2000 as our Vice President, Corporate Development. From May 1993 to June 1996, Dr. Withy served in various positions at Cell Genesys, most recently as Director of Business Development. From 1991 to May 1993, Dr. Withy was a private consultant to the biotechnology industry in areas of strategic planning, business development and licensing. From 1984 to 1991, Dr. Withy was an Associate Scientific Director of Genzyme Corporation, a biotechnology company. Dr. Withy received a B.S. degree in Chemistry and Biochemistry and a Ph.D. degree in Biochemistry, both from the University of Nottingham.

BOARD OF DIRECTORS AND COMMITTEES

        During the fiscal year ended December 31, 2001, the Board of Directors held nine meetings. The Board has an Audit Committee, a Compensation Committee and a Governance Committee.

        The Audit Committee assists the Board of Directors in fulfilling its responsibility for oversight of the Company's internal controls and its accounting and financial reporting practices, as well as the independent audit of the Company's consolidated financial statements by the Company's independent accountants. The committee meets with the Company's independent auditors at least annually to review the results of the annual audit and to discuss the financial statements, recommends to the Board the independent auditors to be retained, and receives and considers the accountants' comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls. The Audit Committee met twice during the last fiscal year and was composed of three non-employee directors, Dr. Sherwin, Mr. Logan and Dr. Behrens.

        The Compensation Committee makes recommendations concerning salaries and incentive compensation, awards stock options to employees and consultants under the Company's stock option plans and otherwise determines compensation levels and performs such other functions regarding compensation as the Board may delegate. The Compensation Committee met twice during the last fiscal year and was composed of two non-employee directors, Dr. Sherwin and Mr. Logan.

        The Governance Committee was formed in mid-2001 to make recommendations concerning the Board's governance practices. The Governance Committee, which was composed of two non-employee directors, Dr. Kucherlapati and Mr. Maroun, did not meet during the last fiscal year.

        During the fiscal year ended December 31, 2001, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings of committees on which he or she served, that were held during the period for which he or she was a director or committee member, respectively.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of the Company's common stock as of March 31, 2002, by: (i) each director and nominee; (ii) each of the executive officers named in the Summary Compensation Table (provided below); (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership (2)	Percent of Class (3)
FMR Corp. (4)     82 Devonshire Street Boston, MA 02109	11,977,382	13.78	%
Cell Genesys, Inc. (5)     342 Lakeside Drive Foster City, CA 94404	8,954,136	10.30
The TCW Group, Inc. (6)     865 South Figueroa Street Los Angeles, CA 90017	4,686,548	5.39
R. Scott Greer (7)	1,057,768	1.20
M. Kathleen Behrens, Ph.D. (8)	333,717	*
Raju S. Kucherlapati, Ph.D. (9)	345,100	*
Mark B. Logan (10)	140,300	*
Stephen A. Sherwin, M.D. (11)	340,266	*
Raymond M. Withy, Ph.D. (12)	344,982	*
C. Geoffrey Davis, Ph.D. (13)	282,437	*
Kurt W. Leutzinger (14)	389,363	*
Gisela M. Schwab (15)	262,748	*
All directors and executive officers as a group (18 persons) (16)	4,272,272	4.72

*

Represents beneficial ownership of less than one percent of the Company' common stock.

(1)

Unless otherwise indicated in these footnotes, the mailing address for each individual is c/o Abgenix, Inc., 6701 Kaiser Drive, Fremont, California 94555.

(2)

This table is based upon information supplied by officers, directors and principal stockholders and Schedule 13Gs filed with the Securities and Exchange Commission. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

(3)

Applicable percentages are based on 86,943,198 shares outstanding on March 31, 2002.

(4)

In a filing on Schedule 13G, dated February 13, 2002, Fidelity Management & Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp. and a registered investment adviser, reported that it is the beneficial owner of 11,776,982 shares as a result of acting as investment adviser to various registered investment companies (each a "Fund" or the "Funds"). According to the disclosure contained in Fidelity's Schedule 13G, (a) each of Edward C. Johnson 3d (Chairman of FMR Corp.), FMR Corp. (through its control of Fidelity) and each of the Funds, has sole power to dispose of the 11,776,982 shares owned by the Funds, (b) neither FMR Corp. nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly by the Funds, which power resides with the Funds' Boards of Trustees, (c) Fidelity Management

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Trust Company, a wholly-owned subsidiary of FMR Corp. and a bank, is the beneficial owner of 190,400 shares as a result of its service as investment manager to certain institutional accounts, (d) Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 190,400 shares and sole power to vote or to direct the voting of 162,930 shares owned by such institutional accounts, and (e) Fidelity International Limited is the beneficial owner of 10,000 shares.

(5)

Based on a Schedule 13G, dated February 14, 2002.

(6)

Based on a Schedule 13G, dated February 13, 2002, and filed by the TCW Group, Inc. ("TCW") on behalf of itself and its direct and indirect subsidiaries, which collectively constitute the TCW business unit (the "TCW Business Unit"). The TCW Business Unit is primarily engaged in the provision of investment management services. According to the disclosure contained in TCW's Schedule 13G, the relevant subsidiaries of TCW are the Trust Company of the West, a bank, TCW Asset Management Company, a registered Investment Advisor, and TCW Investment Management Company, a registered Investment Advisor. Also according to the disclosure contained in the this Schedule 13G, the ultimate parent of TCW is Societe Generale, S.A. ("SG"), a corporation formed under the laws of France. SG, its executive officers and directors, and its direct and indirect subsidiaries, may be deemed to beneficially own the shares to which TWC's Schedule 13G relate; however, SG disclaims beneficial ownership of these shares.

(7)

Includes 841,450 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(8)

Includes 31,800 shares owned by her spouse and 4,168 shares owned by each of two children. Also, includes 187,500 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(9)

Includes 315,100 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(10)

Includes 140,300 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(11)

Includes 340,266 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002. Does not includes 8,954,136 shares beneficially owned by Cell Genesys (the "CG Shares"). Dr. Sherwin is an officer, director and beneficial stockholder of Cell Genesys. As such, he may be deemed to have voting and dispositive power over the CG Shares. However, Dr. Sherwin disclaims beneficial ownership of the CG Shares for purposes of Section 13 of the Exchange Act and this proxy statement.

(12)

Includes 275,634 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(13)

Includes 270,437 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(14)

Includes 2,000 shares owned by each of two children. Also includes 248,277 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(15)

Includes 255,208 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

(16)

Includes 3,644,617 shares issuable upon exercise of options exercisable within 60 days of March 31, 2002.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock and other equity securities of the Company with the Securities and Exchange Commission. Officers, directors and greater than ten percent beneficial owners are required by Securities and Exchange Commission regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 2001, the Company believes that all applicable Section 16(a) filing requirements were met, except that the conversion of preferred stock into common stock resulting from our initial public offering in 1998, a 1998 bona fide gift of shares of common stock and an August 2001 open market purchase of common stock by her spouse were disclosed late on behalf of Dr. M. Kathleen Behrens. In addition, conversions of preferred stock to common stock resulting from our initial public offering and one sale by Cell Genesys in 1998 were disclosed late on behalf of Cell Genesys and Cell Genesys directors serving on the Abgenix Board (Dr. Raju S. Kucherlapati, Mr. Joseph E. Maroun and Dr. Stephen A. Sherwin) and an additional sale by Cell Genesys in 2000 was disclosed late on behalf of a Cell Genesys director serving on the Abgenix Board (Dr. Sherwin).

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

        Each non-employee director of the Company receives a yearly retainer of $20,000 (plus $500 for each committee meeting attended by committee members or for special assignments of the Board of Directors). The members of the Board of Directors are also eligible for reimbursement for their expenses incurred in connection with attendance at Board meetings in accordance with Company policy.

        Each non-employee director of the Company also receives stock option grants under the 1998 Director Option Plan, as amended (the "Directors' Plan"). Only non-employee directors of the Company are eligible to receive options under the Directors' Plan. Options granted under the Directors' Plan do not qualify as incentive stock options under the Internal Revenue Code.

        Option grants under the Directors' Plan are non-discretionary. As of January 2002, each new non-employee director is automatically granted under the Directors' Plan, without further action by the Company, the Board of Directors or the stockholders of the Company, an option to purchase 25,000 shares of common stock of the Company on the date such person first becomes a non-employee director. Also, as of January 2002, each member of the Company's Board of Directors who is not an employee of the Company and has served as a non-employee director is automatically granted under the Directors' Plan, without further action by the Company, the Board of Directors or the stockholders of the Company, an option to purchase 10,000 shares of common stock of the Company on the date of the Company's Annual Meeting of Stockholders, if on such date, he or she has served on the Board for at least six months. No other options may be granted at any time under the Directors' Plan. The exercise price of options granted under the Directors' Plan is 100% of the fair market value of our common stock subject to the option on the date of grant.

        All options granted under the Directors' Plan from June 1999 to December 2001 were fully vested upon grant. Beginning in January 2002, all options granted to new non-employee directors will vest monthly over four years and options granted to existing non-employee directors will vest monthly over one year. The term of options granted under the Directors' Plan is ten years. In the event of a merger of the Company with or into another corporation or a consolidation, acquisition of assets or other change-in-control transaction involving the Company, each option either will continue in effect, if the

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Company is the surviving entity, or will be assumed or an equivalent option will be substituted by the successor corporation, if the Company is not the surviving entity. If the successor corporation does not assume an outstanding option or substitute it for an equivalent option, then the option shall become fully vested and exercisable. In addition, following such assumption or substitution, if the optionee's status as a director is terminated other than upon a voluntary resignation by the optionee, the option shall become fully vested and exercisable.

        During the last fiscal year, the Company granted options covering 7,500 shares of our common stock to each non-employee director of the Company, at an exercise price per share of $40.09, which was the fair market value of our common stock on the date of the grant based on the closing sales price reported on the Nasdaq National Market.

COMPENSATION OF EXECUTIVE OFFICERS

Summary of Compensation

        The following table shows for the fiscal years ended 1999, 2000 and 2001 compensation awarded or paid to, or earned by, the Company's Chief Executive Officer and its four other most highly compensated executive officers at December 31, 2001, each of whose aggregate compensation during the last fiscal year exceeded $100,000 (the "Named Executive Officers"):

Summary Compensation Table

								Long-Term Compensation
		Annual Compensation
Name and Principal Position	Fiscal Year							Securities Underlying Options (#)	All Other Compensation ($)
		Salary ($)				Bonus ($)
R. Scott Greer     Chief Executive Officer	2001 2000 1999	$	395,000 366,000 283,147			$	158,000 250,000 200,000	200,000 405,000 540,000		— — —
Raymond M. Withy, Ph.D.     President and Chief     Operating Officer	2001 2000 1999	$	300,000 241,500 184,547			$	157,500 90,563 100,000	100,000 153,000 153,000		— — —
C. Geoffrey Davis, Ph.D.     Chief Scientific Officer	2001 2000 1999	$	251,337 237,110 184,546			$	75,401 88,916 100,000	50,000 153,000 153,000	$	1,011 1,482	(1) (1)
Kurt W. Leutzinger     Chief Financial Officer	2001 2000 1999	$	255,195 240,750 187,922			$	76,559 90,281 100,000	50,000 153,000 153,000	$	5,630 5,630 4,940	(2) (2) (2)
Gisela M. Schwab, M.D.     Chief Medical Officer	2001 2000 1999	$	240,592 220,000 36,667	(5	)	$	60,148 144,788 100,000	90,000 — 400,000	$	6,700 121,932 —	(3) (4)

(1)

Consists of imputed interest income on a loan from us to Dr. Davis.

(2)

Consists of imputed interest income on a loan from us to Mr. Leutzinger.

(3)

Consists of imputed interest income on a loan from us to Dr. Schwab.

(4)

Consists of $117,465 for reimbursement of relocation expenses and $4,467 of imputed interest.

(5)

Dr. Schwab served as our Vice President, Clinical Development from November 1999 until February 2002. She currently serves as our Chief Medical Officer. Her 1999 annualized salary was $220,000.

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Option Grants in Last Fiscal Year

        The following table provides information relating to stock options awarded to each of the Named Executive Officers during the year ended December 31, 2001. All these options were awarded under our 1996 Incentive Stock Plan.

Option Grants in Last Fiscal Year

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term(4)
	Number of Securities Underlying Options Granted(1)	Percent of Total Options Granted to Employees in Fiscal Year(2)
Name				Exercise or Base Price ($/Share)(3)		Expiration Date
							5%		10%
R. Scott Greer	200,000	5.5	%	$	34.9375	01/08/11	$	4,394,401	$	11,136,275
Raymond M. Withy, Ph.D	100,000	2.8	%		34.9375	01/08/11		2,197,201		5,568,138
C. Geoffrey Davis, Ph.D.	50,000	1.4	%		34.9375	01/08/11		1,098,600		2,784,069
Kurt W. Leutzinger	50,000	1.4	%		34.9375	01/08/11		1,098,600		2,784,069
Gisela M. Schwab, M.D.	90,000	2.5	%		34.9375	01/08/11		1,977,481		5,011,324

(1)

In connection with these grants, 1/48th of the option shares became exercisable on the date of grant and an additional 1/48th of the option shares become exercisable on the first day of each calendar month thereafter, with full vesting occurring four years after the date of grant. In each case, vesting is subject to the optionee's continued relationship with us. These options expire ten years from the date of grant, or earlier upon termination of employment.

(2)

Based on an aggregate of 3,616,917 options granted by us in the year ended December 31, 2001, to our employees, non-employee directors of and consultants, including the Named Executive Officers.

(3)

Options were granted at an exercise price equal to the fair market value of our common stock, as determined by our board of directors on the date of grant.

(4)

The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission. We cannot provide any assurance to any executive officer or any other holder of our securities that the actual stock price appreciation over the option term will be at the assumed 5% and 10% levels or at any other defined level. Unless the market price of our common stock appreciates over the option term, no value will be realized from the option grants made to the executive officers. The potential realizable value is calculated by assuming that the fair value of our common stock on the date of grant appreciates at the indicated rate for the entire term of the option and that the option is exercised at the exercise price and sold on the last day of its term at the appreciated price. The potential realizable value computation is net of the applicable exercise price, but does not take into account applicable federal or state income tax consequences and other expenses of option exercises or sales of appreciated stock.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

        The following table sets forth for each of the Named Executive Officers the number of shares of our common stock acquired and the dollar value realized upon exercise of options during the year

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ended December 31, 2001, and the number and value of securities underlying unexercised options held at December 31, 2001:

Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

				Number of Securities Underlying Unexercised Options at Fiscal Year-End		Value of Unexercised In-the-Money Options at Fiscal Year-End(2)
Name	# Shares Acquired on Exercise	Value Realized(1)
				Exercisable	Unexercisable	Exercisable		Unexercisable
R. Scott Greer	250,000	$	8,890,925	722,179	511,361	$	15,798,852	$	4,807,333
Raymond M. Withy, Ph.D.	15,000		367,875	228,202	198,216		4,159,148		1,401,358
C. Geoffrey Davis, Ph.D.	—		—	231,326	159,674		4,817,950		1,401,358
Kurt W. Leutzinger	108,160		3,006,623	209,166	159,674		3,981,249		1,401,358
Gisela M. Schwab, M.D.	15,000		513,750	198,958	261,042		4,285,520		4,605,950

(1)

Value realized reflects the aggregate fair market value of our common stock underlying the option on the date of exercise minus the aggregate exercise price of the option.

(2)

Value of unexercised in-the-money options are based on a value of $33.781 per share, the closing price of our common stock on December 31, 2001. Amounts reflected are based on the value of $33.781 per share, minus the per share exercise price, multiplied by the number of shares underlying the option.

CHANGE OF CONTROL AGREEMENTS

        We have entered into change of control severance agreements with Messrs. Greer, Davis, Leutzinger and Withy, and Ms. Schwab. These agreements provide in pertinent part that if any of the following events occur within 24 months following a change of control, then the Company, or the company with which we merge, must pay the affected officer such officer's salary and bonus, at the rate in effect just prior to the change of control, for one year or, in Mr. Greer's case, two years: (i) a termination of the officer's employment without good cause; (ii) a reduction in the officer's salary, a material reduction in the officer's benefits or a substantial reduction of the officer's perquisites, such as office space, without such officer's consent or good business reason; (iii) a significant reduction in the officer's duties, position or responsibilities without such officer's consent; or (iv) a relocation of the officer's employment by more than 35 miles without such officer's consent.

        These agreements further provide for "gross up" payments to the officers in the event that they are subject to the tax code's excise tax on so-called "excess parachute payments." For purposes of these agreements, a change in control includes (1) a person becoming the beneficial owner of more than 50% of the total voting power represented by the Company's securities; (2) a merger or consolidation in which Abgenix stockholders immediately before the transaction own less than 50% of the total voting power represented by the Company's securities after the transaction; (3) liquidation or sale of all or substantially all of the Company's assets; or (4) certain changes in the composition of the Board such that the incumbent directors before the change are less than a majority of the Board after the change.

        The Company's Board of Directors has approved a plan which provides that in the event of a change in control of Abgenix, the options of each Abgenix employee whose employment is terminated without cause within 24 months of the change in control will become exercisable in full. For these purposes, a change in control includes: (1) a person becoming the beneficial owner of 50% or more of our outstanding voting securities; (2) certain changes in the composition of our Board of Directors occurring within a two-year period; or (3) a merger or consolidation in which Abgenix stockholders

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immediately before the transaction own less than a majority of the outstanding voting securities of the surviving entity, or its parent, immediately after the transaction.

CERTAIN TRANSACTIONS

        On February 27, 1998, Mr. Leutzinger and Abgenix entered into a relocation loan agreement pursuant to which Abgenix loaned $100,000 to Mr. Leutzinger in exchange for a promissory note from Mr. Leutzinger secured by a deed of trust. No interest accrues on the promissory note until June 30, 2003. As of December 31, 2001, the outstanding principal balance of the promissory note was $100,000.

        On May 5, 2000, Dr. Schwab and Abgenix entered into a relocation loan agreement pursuant to which Abgenix loaned $100,000 to Dr. Schwab in exchange for a promissory note from Dr. Schwab secured by a deed of trust. No interest accrues on the promissory note until May 2005. As of December 31, 2001, the outstanding principal balance of the promissory note was $100,000.

        We have entered into indemnity agreements with certain officers and directors which provide, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of Abgenix, and otherwise to the full extent permitted under Delaware law and the Bylaws.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        None of the members of our Compensation Committee have been, at any time since our formation, an officer or employee of Abgenix. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

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REPORT OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

        The Compensation Committee is responsible for making recommendations to the Board of Directors concerning salaries and incentive compensation programs for employees of and consultants to Abgenix, for reviewing the performance and setting the compensation of the Chief Executive Officer, and for reviewing the performance and approving the compensation recommended by the Chief Executive Officer for other officers of the Company. The Compensation Committee also has the authority and power to grant stock options to our employees and consultants.

        The goal of our compensation policies is to align executive compensation with business objectives and corporate performance and to attract and retain executives who contribute to the long-term success and value of Abgenix. We endeavor to achieve our compensation goals through the implementation of policies that are based on the following principles:

•

THE COMPANY PAYS COMPETITIVELY FOR EXPERIENCED, HIGHLY SKILLED EXECUTIVES:

    The Company operates in a competitive and rapidly changing biopharmaceutical industry. Executive base compensation is targeted to the median salary paid to comparable executives in companies of similar size and location, and with comparable responsibilities. The Committee surveys other pharmaceutical and biotechnology companies, including companies in the Nasdaq Pharmaceutical Index, for purposes of comparison. The individual executive's salary is adjusted annually based on individual performance, corporate performance and the relative compensation of the individual compared to the comparable medians. The Committee's assessment is that the salaries of Abgenix's executives are comparable to the medians for the Company's industry.

•

THE COMPANY REWARDS EXECUTIVES FOR SUPERIOR PERFORMANCE:

    The Compensation Committee believes that a substantial portion of each executive's compensation should be in the form of bonuses. Executive bonuses are based on a combination of individual performance and the attainment of corporate goals. These corporate goals may include such items as (1) the financial performance of Abgenix; (2) the pace of product development activities; and (3) the number of new product candidates for which clinical trials have commenced. Individual performance goals are based on specific objectives that must be met in order for the Company to achieve its corporate goals. In order to attract and retain executives who are qualified to excel in the biopharmaceutical industry, the Company awards higher bonuses based on performance in excess of the corporate goals.

•

THE COMPANY STRIVES TO ALIGN LONG-TERM STOCKHOLDER AND EXECUTIVE INTERESTS:

    In order to align the long-term interests of executives with those of stockholders, the Company grants all employees, and particularly executives, options to purchase stock. Options are granted at the closing price of one share of the Company's common stock on the date of grant and will provide value only when the price of the common stock increases above the exercise price. Options are subject to vesting provisions designed to encourage executives to remain employed by the Company. Additional options are granted from time to time and the size of these grants is based on individual performance, prior grants and levels determined to be competitive in the market.

Compensation of R. Scott Greer, Chief Executive Officer and Chairman of the Board

        Mr. Greer's salary and stock option grant for fiscal 2001 are consistent with the criteria described above and with the Compensation Committee's evaluation of his overall leadership and management of

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Abgenix. 2001 was a year of significant accomplishments for the Company. We made significant progress in advancing our product pipeline, expanding our list of collaborators, enhancing existing relationships and acquiring new, complementary technology. We initiated two Phase II clinical trials and filed an investigational new drug application, or IND, for ABX-IL8. We and Immunex initiated three Phase II studies for ABX-EGF. We also filed an IND for our newest product candidate, ABX-MA1. At the end of the year, we had four product candidates for indications that include psoriasis, graft versus host disease, cancer and chronic obstructive pulmonary disease. In addition, during 2001 we nearly doubled the number of employees of Abgenix and strengthened our executive management team. Mr. Greer has continued to provide strategic direction to us as we have worked to build our organization. Mr. Greer's compensation for the year is set forth in the Summary Compensation Table appearing on page 8.

Compliance with Internal Revenue Code Section 162(m)

        Section 162(m) of the Internal Revenue Code provides that compensation paid to a public company's chief executive officer and its four other highest paid executive officers in tax years 1994 and thereafter in excess of $1 million is not deductible unless such compensation is paid only upon the achievement of objective performance goals where certain procedural requirements have been satisfied. Alternatively, such compensation may be deferred until the executive officer is no longer a covered person under Section 162(m). Based on fiscal year 2001 compensation levels, no such limits on the deductibility of compensation applied to any officer of Abgenix.

Summary

        The Compensation Committee believes that our compensation policy as practiced to date by the Compensation Committee and the Board has been successful in attracting and retaining qualified employees and in tying compensation directly to corporate performance relative to corporate goals. Our compensation policy will evolve over time as we attempt to achieve the many short-term goals we face while maintaining our focus on building long-term stockholder value through technological leadership and development and expansion of the market for our products.

Respectfully submitted,

Stephen A. Sherwin, M.D.
Mark B. Logan

        THE FOREGOING COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE COMMISSION, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.

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ANNUAL REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

        The Company's Audit Committee is responsible for assisting the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Audit Committee also recommends the selection of the Company's independent accountants. The Committee operates under a written charter adopted by the Board of Directors, a copy of which was attached as Exhibit A to the proxy statement for the Annual Meeting of Stockholders held in June 2001. During the fiscal year ended December 31, 2001, Dr. Behrens, Mr. Logan and Dr. Sherwin served on the Audit Committee. The Board of Directors and the Committee believe that each member of the committee is an "independent director" as defined by the National Association of Securities Dealers, Inc. in Nasdaq Stock Market Rule 4200(a)(14).

        In this context, the Audit Committee has met and held discussions with management and the independent accountants. Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants. The Audit Committee also discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

        The Company's independent accountants provided to the Audit Committee the written disclosures and letter required by Independent Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent accountants that firm's independence. Further, the Committee considered whether the provision of non-audit services by the independent accountants is compatible with maintaining the accountants' independence.

        Based upon the Audit Committee's discussions with management and the independent accountants and the Audit Committee's review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

Respectfully submitted,

M. Kathleen Behrens, Ph.D.
Mark B. Logan
Stephen A. Sherwin, M.D.

        THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE COMMISSION, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.

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ACCOUNTANTS

        The Board of Directors, upon recommendation of the Audit Committee, has selected Ernst & Young LLP as the Company's independent accountants for the fiscal year ending December 31, 2002. Ernst & Young LLP has audited the Company's financial statements since the Company's inception in 1996. During fiscal year 2001, Ernst & Young LLP served as the Company's independent accountants and provided certain tax and consulting services. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.

        Fees billed to the Company by Ernst & Young LLP during the fiscal year ending December 31, 2001:

        Audit Fees: Audit fees billed to the Company by Ernst & Young LLP during the Company's fiscal year ended December 31, 2001 for review of the Company's annual financial statements and those financial statements included in the Company's quarterly reports on Form 10-Q totaled $154,400.

        Financial Information Systems Design and Implementation Fees: The Company did not engage Ernst & Young LLP to provide advice to the Company regarding financial information systems design and implementation during the fiscal year ended December 31, 2001.

        All Other Fees: Fees billed to the Company by Ernst & Young LLP during the fiscal year ended December 31, 2001 for all other non-audit services rendered to the Company, including services related to income taxes, acquisitions and amendments to our resale registration statement, totaled $266,480.

        The Audit Committee has considered whether the nature of the services provided by Ernst & Young LLP in exchange for the foregoing fees is compatible with maintaining their independence as the Company's principal accountants.

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COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT*

The stock price performance depicted in the following graph is not necessarily indicative of future price performance. The information contained in the stock performance graph shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent the company specifically incorporates it by reference into such filing.

        The following graph shows a comparison of total stockholder return for holders of our common stock from July 2, 1998, the date our common stock first traded on the Nasdaq National Market, through December 31, 2001, compared with the Nasdaq Composite Index and the Nasdaq Pharmaceutical Index. This graph is presented pursuant to the Securities and Exchange Commission rules. We believe that while total stockholder return can be an important indicator of corporate performance, the stock prices of biopharmaceutical companies such as Abgenix are subject to a number of market-related factors other than company performance, such as competitive announcements, drug discovery and commercialization, mergers and acquisitions in the industry, the general state of the economy, and the stock price performance of other biopharmaceutical companies.

*

$100 invested on 7/2/98 in Abgenix common stock or on 6/30/98 in the indices—including reinvestment of dividends. Fiscal year ending December 31.

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OTHER MATTERS

        The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

Any person who was a beneficial owner of our common stock on the record date for the Annual Meeting may obtain a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission without charge (except for exhibits to such annual report, which will be furnished upon payment of the Company's reasonable expenses in furnishing such exhibits). The request for such materials should identify the person making the request as a stockholder of the Company as of the record date and should be directed to Investor Relations, 6701 Kaiser Drive, Fremont, California 94555.

By Order of the Board of Directors

Fremont, California
May 3, 2002

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ABGENIX, INC.
PROXY

PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 4, 2002

        The undersigned, revoking all prior proxies, hereby appoints R. Scott Greer and Susan L. Thorner, and either of them, as proxy or proxies, with full power of substitution and revocation, to vote all shares of common stock of Abgenix, Inc. (the "Company") of record in the name of the undersigned at the close of business on April 5, 2002, at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Tuesday June 4, 2002, or at any adjournment thereof, upon the following matters:

—FOLD AND DETACH HERE—

	Please mark your votes as        ý indicated in this example
NOMINEES		FOR ALL NOMINEES		WITHHOLD FOR ALL
1.	Election of the following directors: 01 R. Scott Greer, 02 M. Kathleen Behrens, Ph.D., 03 Raju S. Kucherlapati, Ph.D., 04 Mark B. Logan, 05 Raymond M. Withy, Ph.D.	o		o
FOR ALL NOMINEES EXCEPT THE FOLLOWING: (Mark no box and write the name(s) of the nominee(s) withheld in the space provided below.)
		FOR	AGAINST	ABSTAIN
2.	In their discretion, the proxies are authorized to vote upon such matters as may properly come before the Annual Meeting, or any adjournments thereof.	o	o	o

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

Signature(s)                                                                                                                 Dated                                            , 2002

Sign exactly as your name(s) appears on your stock certificate. If shares of stock stand of record in the names of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such persons should sign the above Proxy. If shares of stock are held of record by a corporation, the Proxy should be executed by the President or Vice President and the Secretary or Assistant Secretary, and the corporate seal should be affixed thereto. Executors or administrators or other fiduciaries who execute the above Proxy for a deceased stockholder should give their full title. Please date the Proxy.

—FOLD AND DETACH HERE—

QuickLinks

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2002
ABGENIX, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held on June 4, 2002
INFORMATION CONCERNING SOLICITATION AND VOTING
PROPOSAL 1 ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND COMMITTEES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
EXECUTIVE COMPENSATION
Summary Compensation Table
Option Grants in Last Fiscal Year
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
ANNUAL REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
ACCOUNTANTS
COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT
OTHER MATTERS