DEF 14A 1 a2109551zdef14a.htm DEF 14A
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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)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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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.
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May 28, 2003

To Our Stockholders:

I cordially invite you to attend the Abgenix, Inc. Annual Meeting of Stockholders, to be held on Friday, June 27, 2003 at 1:30 p.m., at the Company's headquarters at 6701 Kaiser Drive, Fremont, California 94555. The formal Notice of Annual Meeting appears on the next page.

This year you are asked to (1) elect seven members to our Board of Directors and (2) transact such other business as may properly come before the meeting.

I urge you to vote for each of the seven nominees. It is important that your shares be represented, whether or not you plan to attend the meeting; therefore, please take a few minutes to vote now. To vote, mark, sign and date the enclosed proxy card, and return it in the enclosed prepaid envelope as promptly as possible.

After the transaction of formal business, those attending the Annual Meeting will have the opportunity to ask questions of interest to Abgenix stockholders. You can find other detailed information about Abgenix, including our audited financial statements, in the enclosed Annual Report on Form 10-K for the year ended December 31, 2002.

I appreciate your interest in Abgenix and urge you to vote your shares either in person or at the meeting by returning your proxy as soon as possible.

		Best regards,

		RAYMOND M. WITHY, PH.D. President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 2003

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 Friday, June 27, 2003, 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; and
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 30, 2003, 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

		SUSAN L. THORNER Vice President, General Counsel and Secretary
Fremont, California May 28, 2003

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 27, 2003

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 Friday, June 27, 2003, at 1:00 p.m., local time (the "Annual Meeting"), or at any adjournment or postponement thereof, for the purposes described in this proxy statement 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 28, 2003, 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, facsimile, telegram, electronic mail 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 $6,500, 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 30, 2003, will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April 17, 2003, the Company had 87,758,720 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 has not received instructions from the beneficial owner and does not have discretionary voting power with respect to that item.

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 2004 Annual Meeting of Stockholders (the "2004 Annual Meeting"), stockholder proposals must be received in writing by the Company no later than January 28, 2004. 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 2004 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 2004 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 2004 Annual Meeting of which the Company does not receive notice (i) on or before April 13, 2004, or (ii) a reasonable time before the Company mails its proxy materials for the 2004 Annual Meeting, if the date of the 2004 Annual Meeting changes by more than 30 days from the one year anniversary of the Company's 2003 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 2004 Annual Meeting pursuant to the rules promulgated under the Exchange Act.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board has nominated seven 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 Kenneth B. Lee, Jr. and Thomas G. Wiggans, who were elected by resolution of the Board to fill new directorships created pursuant to such resolutions, as authorized by the Amended and Restated Bylaws of the Company (the "Bylaws").

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 seven 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 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	44	Chairman
M. Kathleen Behrens, Ph.D. (1)(3)	50	Director
Raju S. Kucherlapati, Ph.D. (2)(3)	60	Director
Kenneth B. Lee, Jr. (1)	55	Director
Mark B. Logan (1)(2)(3)	64	Director
Thomas G. Wiggans (2)(3)	51	Director
Raymond M. Withy, Ph.D.	48	President, Chief Executive 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 one of our directors since June 1996. From June 1996 until April 2002, he served as our Chief Executive Officer and 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 was also a certified public accountant.

M. Kathleen Behrens, Ph.D., has served as one of our directors since December 1997. Dr. Behrens has been Managing Director of RS Investments since 1999. She joined Robertson Stephens & Co., in 1983, where she became a general partner 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 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.

Kenneth B. Lee, Jr., has served as one of our directors since March 2003. Mr. Lee is currently a consultant for life sciences companies. Mr. Lee served as President of A.M. Pappas & Associates, an

international life sciences venture development company, from January 2002 to June 2002. From September 1972 to December 2001, Mr. Lee was a partner and employee at Ernst & Young LLP. While at Ernst & Young LLP, Mr. Lee served as head of its Health Sciences Investment Banking group from 2000 to 2001, as co-founder of its Center for Strategic Transactions from 1997 to 2000 and as Co-Chairman of its International Life Sciences Practice from 1995 to 1997. He serves as a director of CV Therapeutics, Inc. and Pozen Inc. Mr. Lee formerly served on the Emerging Companies Section of the Board of the Biotechnology Industry Organization and on the Board of the California Healthcare Institute. Mr. Lee currently serves on the Board of the North Carolina Biotechnology Industry Organization and the Board of Visitors of the Lineberger Cancer Center of the University of North Carolina at Chapel Hill. Mr. Lee received a B.A. degree from Lenoir-Rhyne College and an M.B.A. degree from the University of North Carolina at Chapel Hill, and is a certified public accountant.

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 senior management positions at Bausch & Lomb, Inc., Becton, Dickinson and Company and Wyeth, and also served as a member of the board of directors of Bausch & Lomb. Mr. Logan currently serves as a director of Vivus, Inc. and the University of Virginia Heart Center. Mr. Logan received a B.A. degree from Hiram College and a P.M.D. degree from Harvard Business School.

Thomas Wiggans, has served as one of our directors since April 2003. He has been the President, Chief Executive Officer and a director of Connetics Corporation, a pharmaceutical company, since July 1994. From February 1992 to April 1994, Mr. Wiggans served as President and Chief Operating Officer of CytoTherapeutics, a biotechnology company. From 1980 to February 1992, Mr. Wiggans served in various positions at Ares-Serono Group, a pharmaceutical company, including President of its U.S. pharmaceutical operations and Managing Director of its U.K. pharmaceutical operations. From 1976 to 1980 he held various sales and marketing positions with Eli Lilly & Co., a pharmaceutical company. He is currently a director of the Biotechnology Industry Organization and a member of its Executive Committee and its Emerging Company Section. He is also Chairman of the Biotechnology Institute, a non-profit educational organization. Mr. Wiggans received a B.S. degree in Pharmacy from the University of Kansas and an M.B.A. degree from Southern Methodist University.

Raymond M. Withy, Ph.D., has served as one of our directors since November 2001, as Chief Executive Officer since May 2002 and as our President since January 2001. From January 2001 to May 2002 he served as our Chief Operating Officer, from January to December 2000 he served as our Chief Business Officer and from June 1996 to January 2000 he served as 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, 2002, the Board of Directors held eight 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, the quality and

integrity of its financial statements and the annual audit by the Company's independent accountants. The committee meets with the Company's independent accountants to review the results of the annual audit and to discuss the audited and interim financial statements 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 committee is directly responsible for the appointment, compensation, retention and oversight of the independent accountants. The Audit Committee met eight times during the last fiscal year. Dr. Behrens, Dr. Kucherlapati and Mr. Logan served as members of the Audit Committee during 2002. In April 2003, the Committee was reconstituted to include Dr. Behrens, Mr. Lee and Mr. Logan.

The Compensation Committee makes recommendations to the Board of Directors concerning officers' 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 three times during the last fiscal year. Dr. Behrens, Dr. Kucherlapati and Mr. Logan served as members of the Compensation Committee during 2002. In April 2003, the Committee was reconstituted to include Dr. Behrens, Dr. Kucherlapati and Mr. Wiggans.

The Governance Committee oversees the Company's governance practices, reviews and makes recommendations regarding the size and composition of the Board and reviews any related party transactions. The Governance Committee met twice during the last fiscal year. Dr. Behrens, Dr. Kucherlapati and Mr. Logan served as members of the Governance Committee during 2002. In April 2003, the Committee was reconstituted to include Dr. Behrens, Dr. Kucherlapati, Mr. Logan and Mr. Wiggans.

During the fiscal year ended December 31, 2002, 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.

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 April 17, 2003, 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)
Wellington Management Company, LLP (4) 75 State Street Boston, MA 02109	9,028,782	10.29	%
Cell Genesys, Inc. (5) 342 Lakeside Drive Foster City, CA 94404	8,694,210	9.91	%
FMR Corp. (6) 82 Devonshire Street Boston, MA 02109	8,024,995	9.14	%
R. Scott Greer (7)	1,226,834	1.39	%
M. Kathleen Behrens, Ph.D. (8)	343,717	*
Raju S. Kucherlapati, Ph.D. (9)	355,100	*
Kenneth B. Lee, Jr. (10)	2,500	*
Mark B. Logan (11)	150,300	*
Raymond M. Withy, Ph.D. (12)	519,168	*
Thomas G. Wiggans (13)	1,666	*
C. Geoffrey Davis, Ph.D. (14)	365,868	*
Kurt Leutzinger (15)	480,730	*
Gisela M. Schwab (16)	420,704	*
Susan L. Thorner (17)	95,602	*
All directors and executive officers as a group (11 persons) (18)	3,962,189	4.36	%

*: Represents beneficial ownership of less than one percent of the Company' common stock.
(1): Unless otherwise indicated, 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 87,758,720 shares outstanding on April 17, 2003.
(4): In a filing on Schedule 13G, dated February 10, 2003, Wellington Management Company, LLP ("WMC"), in its capacity as investment adviser, reported that it may be deemed to beneficially own 9,028,782 shares, which are held of record by WMC's clients. WMC has the sole power to dispose or to direct the disposition of 9,028,782 shares and has shared power to vote or direct the voting of 7,451,792 shares. According to the disclosure contained in WMC's Schedule 13G, Wellington Trust Company, NA, a wholly-owned subsidiary of WMC and a bank, may be deemed to beneficially own 9,028,782 shares.
(5): Based on a Form 4, filed November 25, 2002.

(6): In a filing on Schedule 13G, dated February 13, 2003, 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 8,024,995 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) the ownership of one investment company, Fidelity Growth Company Fund, amounted to 6,040,500 shares; (b) each of Edward C. Johnson 3d (Chairman of FMR Corp.), FMR Corp. (through its control of Fidelity) and the Funds have sole power to dispose of the 8,024,995 shares owned by the Funds; (c) 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; (d) Geode Capital Management, LLC, a registered investment advisor that is wholly owned by Fidelity Investors III Limited Partnership (of which Fidelity Investors Management, LLC, a registered investment manager, is the general partner and investment manager) is the beneficial owner of 425 shares. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson (Chairman of FMR Corp.) owns 12.0% and Abigail P. Johnson (a Director of FMR Corp.) owns 24.5% of the aggregate outstanding voting stock of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a voting agreement under which all Class B shares will be voted in accordance with the majority vote of the Class B shares; therefore, members of the Johnson family may be deemed, under the Investment Company Act, of 1940 to be a controlling group with respect to FMR Corp.
(7): Includes 819,683 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(8): Includes 31,800 shares owned by her spouse and 7,151 shares owned by each of two children. Also, includes 197,500 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(9): Includes 550 shares owned by his son. Also, includes 325,100 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(10): Includes 2,500 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(11): Includes 150,300 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(12): Includes 447,735 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(13): Includes 1,666 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(14): Includes 361,804 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(15): Includes 5,000 shares owned by each of two children and 25,000 shares owned by a family trust. Also includes 314,644 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(16): Includes 411,299 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(17): Includes 95,602 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.
(18): Includes shares 3,127,833 shares issuable upon exercise of options exercisable within 60 days of April 17, 2003.

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, 2002, the Company believes that all applicable Section 16(a) filing requirements were met.

COMPENSATION OF DIRECTORS

Each non-employee director of the Company receives a yearly retainer of $30,000, paid quarterly, as well as $1,500 for each board meeting attended in person, $750 for each board meeting attended by teleconference and $750 for each committee meeting attended, in person or by teleconference. 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 February 2003, 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 40,000 shares of common stock of the Company on the date such person becomes a non-employee director. These options vest in equal monthly installments over a four-year period from the date of grant. Also, as of February 2003, each member of the Company's Board of Directors who is not an employee of the Company 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 15,000 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. These options are fully vested upon grant. 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 on the date of grant based on the closing price reported on the Nasdaq National Market.

Pursuant to a resolution adopted by the Board in 2003, the term of options granted under the Directors Plan is seven years. The term of previously granted options 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 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, 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 10,000 shares of our common stock to each non-employee director of the Company, at an exercise price per share of $12.49.

COMPENSATION OF EXECUTIVE OFFICERS

Summary of Compensation

The following table shows for the fiscal years ended 2000, 2001 and 2002 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, 2002, 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				Long-Term Compensation
Name and Principal Position	Fiscal Year	Annual Compensation				Securities Underlying Options (#)	All Other Compensation ($)
Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Securities Underlying Options (#)	All Other Compensation ($)
R. Scott Greer Chief Executive Officer (1)	2002 2001 2000	$	218,236 395,000 366,000	$	— 158,000 250,000	— 200,000 405,000	$	10,000 — —	(2)
Raymond M. Withy, Ph.D. President and Chief Executive Officer (3)	2002 2001 2000	$	366,667 300,000 241,500	$	— 157,500 90,563	240,000 100,000 153,000		— — —
C. Geoffrey Davis, Ph.D. Chief Scientific Officer	2002 2001 2000	$	269,000 251,337 237,110	$	— 75,401 88,916	28,500 50,000 153,000	$	— — 1,011	(4)
Kurt Leutzinger Chief Financial Officer	2002 2001 2000	$	273,000 255,195 240,750	$	— 76,559 90,281	28,500 50,000 153,000	$	5,630 5,630 5,630	(5) (5) (5)
Gisela M. Schwab, M.D. Chief Medical Officer	2002 2001 2000	$	267,000 240,592 220,000	$	— 60,148 144,788	70,000 90,000 —	$	6,700 6,700 121,932	(6) (6) (7)
Susan L. Thorner Vice President, General Counsel and Secretary (8)	2002 2001	$	250,080 212,769	$	— 50,400	17,000 150,000		— —

(1): Mr. Greer served as our Chief Executive Officer until May 1, 2002. Mr. Greer remains Chairman of the Board.
(2): Consists of payment for service on the board of directors.
(3): Dr. Withy succeeded Mr. Greer as Chief Executive Officer on May 1, 2002. Prior to this date, Dr. Withy served as our President and Chief Operating Officer.
(4): Consists of imputed interest income on a loan from us to Dr. Davis.
(5): Consists of imputed interest income on a loan from us to Mr. Leutzinger.
(6): Consists of imputed interest income on a loan from us to Dr. Schwab.
(7): Consists of $117,465 for reimbursement of relocation expenses and $4,467 of imputed interest.
(8): Ms. Thorner joined Abgenix in February 2001.

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, 2002. 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 ($/Share)(3)		Expiration Date
Name					Exercise or Base Price ($/Share)(3)		Expiration Date	5%		10%
R. Scott Greer	—		—			—	—		—		—
Raymond M. Withy, Ph.D	170,000	(5)	10.18	%	$	12.6600	05/06/12	$	1,353,507	$	3,430,053
	70,000		4.19	%		23.6800	02/11/12		1,042,456		2,641,788
C. Geoffrey Davis, Ph.D.	28,500		1.71	%		23.6800	02/11/12		424,428		1,075,585
Kurt Leutzinger	28,500		1.71	%		23.6800	02/11/12		424,428		1,075,585
Gisela M. Schwab, M.D.	70,000		4.19	%		23.6800	02/11/12		1,042,456		2,641,788
Susan L. Thorner	17,000		1.02	%		23.6800	02/11/12		253,168		641,577

(1): In connection with the annual grants to officers, 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. See footnote 5 below regarding the vesting of the option granted to Mr. Withy in connection with his promotion to Chief Executive Officer.
(2): Based on an aggregate of 1,669,541 options granted by us in the year ended December 31, 2002, 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 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.
(5): Mr. Withy received a promotion grant on May 6, 2002, in connection with his promotion to Chief Executive Officer. In connection with this grant, 1/48th of the option shares become exercisable on the first date of each month following the date of grant, with full vesting occurring four years after

the date of grant. These options expire ten years from the date of grant, or earlier upon termination of employment.

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 ended December 31, 2002, and the number and value of securities underlying unexercised options held at December 31, 2002:

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)
Name	# Shares Acquired on Exercise	Value Realized(1)		Exercisable	Unexercisable	Exercisable		Unexercisable
R. Scott Greer	188,748	$	1,966,171	819,683	—	$	1,805,080	$	—
Raymond M. Withy, Ph.D.	—		—	370,541	295,877		667,643		11,541
C. Geoffrey Davis, Ph.D.	—		—	326,861	92,639		941,319		11,541
Kurt Leutzinger	25,000		183,125	279,701	92,639		521,261		11,541
Gisela M. Schwab, M.D.	—		—	337,500	192,500		—		—
Susan L. Thorner	—		—	72,646	94,354		—		—

(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 $7.37 per share, the closing price of our common stock on December 31, 2002. Amounts reflected are based on the value of $7.37 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. Davis, Leutzinger and Withy, Ms. Schwab and Ms. Thorner. 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 any successor to the Company, 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 Dr. Withy'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 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, 2002, 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, 2002, 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 has 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.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information as of December 31, 2002, concerning our equity compensation plans, pursuant to which options, restricted stock or other rights to acquire shares may be granted from time to time.

	Number of Securities to be Issued Upon Exercise of Outstanding Options(3)	Weighted- Average Exercise Price per Share of Outstanding Options(3)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(4)
Equity compensation plans approved by stockholders(1)	4,875,446	$	14.14	2,765,079
Equity compensation plans not approved by stockholders(2)	7,883,535	$	38.80	4,557,314

Total	12,758,981	$	29.38	7,322,393

(1): Includes the Amended and Restated 1996 Incentive Stock Plan, the 1998 Employee Stock Purchase Plan and the Amended and Restated 1998 Director Option Plan.
(2): Includes the Amended and Restated 1999 Nonstatutory Stock Option Plan and the Canadian Employee Stock Purchase Plan.
(3): Does not include purchase rights accruing under the 1998 Employee Stock Purchase Plan or the Canadian Employee Stock Purchase Plan for offerings beginning after October 31, 2002, the number and exercise price of which will not be determinable until the expiration of such offering periods.
(4): The maximum number of shares available for sale under the 1998 Employee Stock Purchase Plan is automatically increased on the date of each annual meeting of stockholders by the lesser of one million shares, one percent of the outstanding shares of the Company on the record date for such annual meeting of stockholders, or a lesser amount determined by the Board of Directors.

Summary of Equity Compensation Plans Not Approved by Stockholders

The Company's Canadian Employee Stock Purchase Plan, or Canadian Plan, was adopted in April 2002. The Canadian Plan enables certain eligible employees to purchase common stock at the average market price on the first or the last day of each six-month purchase period, whichever is lower. Eligible employees may authorize periodic payroll deductions of up to 15% of eligible compensation for common stock purchases, with certain limitations. As of December 31, 2002, 200,000 shares had been authorized under the Canadian Plan and no shares had been issued.

The Company's Amended and Restated Nonstatutory 1999 Stock Option Plan, or 1999 Plan, was adopted in October 1999. The number of shares of common stock authorized for issuance to employees and consultants under the 1999 Plan is 12,600,000. As of December 31, 2002, options to purchase an aggregate of 7,883,535 shares were outstanding and 4,357,314 shares were available for future grant under the 1999 Plan. Options cannot be granted under the 1999 Plan to directors and executive officers of the Company, except that options may be granted to an officer not previously employed by the Company as an inducement essential to that individual entering into an employment contract with the Company. The 1999 Plan provides for the grant of stock options at no less than the public market closing price of the underlying common stock on the date of grant. Options granted under the 1999 Plan generally have a term of seven to ten years and vest over four years. The 1999 Plan is administered by the Compensation Committee, pursuant to authority delegated by the Board and options are granted at the discretion of the administrator.

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 compensation, including 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 acts as administrator of the employee stock plans pursuant to authority delegated by the Board.

The goal of the Company's 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. The Company endeavors to achieve its 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 the 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 corporate performance, individual 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 development of new technologies. 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 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.

Chief Executive Officer Compensation

Dr. Withy became the Company's Chief Executive Officer on May 1, 2002. His salary and stock option grant for fiscal 2002, set forth in the Summary Compensation Table appearing on page 9, are consistent with the criteria described above and with the Compensation Committee's evaluation of his

overall leadership and management of Abgenix. During fiscal year 2002, the Company substantially completed construction of its manufacturing facility for the production of antibody based product candidates and began validation of this faculty. Furthermore, the Company and Amgen initiated three Phase 2 clinical trials of its leading product candidate, ABX-EGF, in various indications, and advanced ongoing Phase 2 clinical trials. Moreover, it raised approximately $200 million in a convertible subordinate note offering. Finally, the Company entered into new collaborations and enhanced existing relationships.

In light of current market conditions, Dr. Withy recommended to the Committee that he, and all officers and employees of the Company, forego any bonus compensation for fiscal year 2002. Dr. Withy also recommended that the salaries of all officers, including his own, be maintained at the same level in fiscal year 2003. The Committee reviewed and approved these recommendations.

Mr. Greer's salary for fiscal 2002, set forth in the Summary Compensation Table appearing on page 9, is consistent with the criteria described above and with the Compensation Committee's evaluation of his overall leadership and management of Abgenix during the period in which he was chief executive officer. Pursuant to his transition from the chief executive officer position, Mr. Greer was eligible to receive a prorated bonus for fiscal year 2002; however, consistent with Dr. Withy's recommendation to the Committee regarding bonus compensation, Mr. Greer did not receive a bonus for fiscal year 2002. Consistent with resolutions adopted by this Committee, Mr. Greer's salary terminated effective June 30, 2002.

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. Based on fiscal year 2002 compensation levels, no such limits on the deductibility of compensation applied to any officer of Abgenix.

Summary

The Compensation Committee believes that the Company's 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. The Company's compensation policy will evolve over time as Abgenix endeavors to achieve its short-term goals while maintaining its focus on building long-term stockholder value through technological leadership and development and expansion of the market for its products.


		Respectfully submitted,
		M. Kathleen Behrens, Ph.D. Raju S. Kucherlapati, Ph.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.

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 Company's internal controls, its accounting, auditing and financial reporting practices, the quality and integrity of its financial statements and the annual audit by the Company's independent accountants. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company's independent accountants. The Committee operates under a written charter adopted by the Board of Directors, a copy of which is attached as Exhibit A to this proxy statement. The Board of Directors and the Committee believe that each member is an "independent director" as defined by the National Association of Securities Dealers, Inc. in Nasdaq Stock Market Rule 4200(a)(14).

In carrying out its responsibilities, the Audit Committee 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 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. The Committee considered whether the provision of non-audit services by the independent accountants is compatible with maintaining the accountants' independence. In accordance with applicable law, the Committee approved certain non-audit services in advance, including accounting consultations, tax compliance and preparation services and transfer pricing services.

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, 2002, filed with the Securities and Exchange Commission.

		Respectfully submitted,
		M. Kathleen Behrens, Ph.D. Raju S. Kucherlapati, Ph.D. Mark B. Logan

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.

ACCOUNTANTS

The Audit Committee, has retained Ernst & Young LLP as the Company's independent accountants for the fiscal year ending December 31, 2003. Ernst & Young LLP has audited the Company's financial statements since the Company's inception in 1996. During fiscal year 2002, 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 years ended December 31, 2002 and 2001:

	2002		2001
Audit Fees	$	353,010	$	218,500
Audit-Related Fees		16,738		14,822
Tax Fees		145,078		187,558
All Other Fees		—		—

Total	$	514,826	$	420,880

Audit Fees: This category includes the audit of the Company's annual financial statements, review of financial statements included in the Company's quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings for those fiscal years.

Audit-Related Fees: This category consists of services by the Company's independent accountants that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported above under Audit Fees, including accounting consultations in both 2002 and 2001.

Tax Fees: This category consists of professional services rendered for tax compliance and preparation and other tax advice. The total amount of fees billed for tax services in these years includes fees of $93,619 and $93,259 for tax compliance and preparation in 2002 and 2001, respectively, and fees of $51,459 and $94,299 for other tax-related services in 2002 and 2001, respectively, including transfer pricing services in 2002 and tax consulting services related to acquisitions and Canadian tax matters in 2001.

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.

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, 2002, 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.

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, 2002, 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. In addition, the Company's Annual Report on Form 10-K, and other reports that the Company files with the Securities and Exchange Commission, are available on or through the Company's Internet address, www.abgenix.com.


		By Order of the Board of Directors


		Fremont, California May 28, 2003

Exhibit A

ABGENIX, INC.
AMENDED AUDIT COMMITTEE CHARTER
(effective as of July 18, 2002)

There shall be a Committee of the Board of Directors to be known as Audit Committee with purpose, composition, duties and responsibilities, as follows:

1.

Purpose of the Committee. The Committee shall provide assistance to the Board of Directors in overseeing the Company's accounting and financial reporting processes, its internal accounting and financial controls, the quality and integrity of the its financial statements and the annual audit by the Company's independent auditors. In so doing, the Committee shall endeavor to maintain free and open communication between the Committee, the independent auditors and management of the Company. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and to retain outside legal counsel, accountants or other consultants for this purpose or to advise the Committee on any matter within the scope of its responsibilities.

2.

Composition of the Committee. The Board of Directors shall appoint the members of the Committee. The Committee will be composed of not less than three Board members. Each member of the Committee shall be an independent director, as that term is defined by the Board of Directors. The Board of Directors shall designate the Chairperson of the Committee. All members of the Committee shall be financially literate, or shall become financially literate within a reasonable period of time after appointment to the Committee. At least one member of the Committee shall have accounting or related financial management experience.

3.

Duties and Responsibilities. The primary responsibility of the Committee is to oversee the Company's accounting and financial reporting processes on behalf of, and to report the results of its activities to, the Board of Directors. Management is responsible for preparing the Company's financial statements and the independent auditors are responsible for auditing those financial statements. The policies and procedures of the Committee in carrying out its responsibilities should remain flexible in order to best react to changing conditions and circumstances. The specific duties and responsibilities of the Committee shall include the following:

•: The Committee shall have a clear understanding with management and the independent auditors that the independent auditors are ultimately accountable to the Board of Directors and the Committee, as representatives of the Company's shareholders.
•: The Committee shall review annually the selection of the Company's independent auditors. The Committee shall have the sole authority to hire, retain and, where appropriate, replace the independent auditors.
•: The Committee shall review and discuss with the auditors their independence from the Company and actively engage the auditors in a dialogue with respect to any disclosed relationship or services that may impact their objectivity and independence. The Committee shall require the independent auditors to provide a formal written statement delineating all relationships between the independent auditors and the Company consistent with the Independence Standards Board Standard 1. The committee shall have the sole authority to determine whether, when and how the independent auditors are engaged by the Company to provide non-audit services.

A-1

•: The Committee shall discuss with the independent auditors the overall scope of and plans for the annual audit, including the adequacy of staffing and compensation. Further, the Committee shall meet with the independent auditors to discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards.
•: The Committee shall review with management and the independent auditors the audited financial statements and related footnotes, Management's Discussion and Analysis and all other financial information proposed to be included in the Company's Annual Report on Form 10-K, including their judgment about the quality of accounting principles, the application of significant accounting policies, the reasonableness of significant judgments and the clarity of the disclosures therein. Further, the Committee shall review and discuss with management the Company's annual earnings press releases prior to publication.
•: The Committee shall discuss with management and the independent auditors the adequacy and effectiveness of the Company's accounting and financial controls, including any suggested improvements or any material deficiencies reported by the independent auditors.
•: The Committee shall review the interim financial statements with management and the independent auditors prior to the filing of the Company's Quarterly Report on Form 10-Q. The Committee shall discuss with the independent auditors the results of their quarterly review and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards. Further, the Committee shall review and discuss with management the Company's quarterly earnings press releases prior to publication.
•: The Committee shall review and discuss accounting pronouncements, initiatives and proposed rule changes relevant to the Company.
•: The Committee shall prepare a report to be included in the Company's proxy statement in accordance with the requirements of the Securities and Exchange Commission.
•: The Committee shall review and reassess this charter on an annual basis in conjunction with the Governance Committee, which shall recommend any proposed changes to the Board of Directors.

4.: Meetings. The Chairman of the Board of Directors, any member of the Committee or the Secretary of the Company may call meetings of the Committee. In its sole discretion, the Committee may decide to hold separate meetings with management or the independent auditors.

A-2

ABGENIX, INC.
PROXY

PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
June 27, 2003

The undersigned, revoking all prior proxies, hereby appoints Raymond M. Withy, Ph.D. 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 30, 2003, at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Friday June 27, 2003, or at any adjournment or postponement 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: R. Scott Greer, M. Kathleen Behrens, Ph.D., Raju S. Kucherlapati, Ph.D., Kenneth B. Lee, Jr., Mark B. Logan, Thomas G. Wiggans and 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 , 2003

Please sign your name exactly as it appears below. In the case of shares owned in joint tenancy or as tenants in common, all should sign. Fiduciaries should indicate their title and authority.

—FOLD AND DETACH HERE—

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 27, 2003
ABGENIX, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held on June 27, 2003
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
COMPENSATION OF DIRECTORS
COMPENSATION OF EXECUTIVE OFFICERS
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
EQUITY COMPENSATION PLAN INFORMATION
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

Exhibit A

ABGENIX, INC. AMENDED AUDIT COMMITTEE CHARTER (effective as of July 18, 2002)