8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:

October 29, 2003

(Date of earliest event reported)

ABGENIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-24207	94-3248826
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employee Identification No.)
	6701 Kaiser Drive Fremont, California 94555
	(Address of principal executive offices) (Zip Code)
	(510)-284-6500
	Registrant’s telephone, including area code:
	(Former name and former address, if changed since last report)

Item 5.                    Other Events

On October 29, 2003, Abgenix, Inc. (“Abgenix”) issued a press release announcing the consummation of the previously announced issuance to AstraZeneca UK Limited (“AstraZeneca”) of $100 million of Abgenix convertible preferred stock pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 15, 2003, and the consummation of a previously announced Collaboration and License Agreement with AstraZeneca (the “Collaboration Agreement”) also dated as of October 15, 2003.

A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

Amendment to Abgenix Rights Plan

Pursuant to the Purchase Agreement, Abgenix has amended its Amended and Restated Preferred Shares Rights Agreement (the “Rights Plan”) to prevent AstraZeneca from becoming an “Acquiring Person” for purposes of the Rights Plan as a result of (i) its acquisition of securities of Abgenix pursuant to the Purchase Agreement; (ii) the beneficial ownership by AstraZeneca and its affiliates of the common stock of Abgenix (the “Common Stock”) issuable upon conversion of the securities issued pursuant to the Purchase Agreement; or (iii) the mandatory conversion at the option of Abgenix of the securities issued pursuant to the Purchase Agreement into shares of Common Stock.  Abgenix has agreed to keep the foregoing Rights Plan amendment in place for the period designated in the Purchase Agreement (the “Standstill Period”), provided that Abgenix’s obligation to keep the Rights Plan amendment in place shall lapse if AstraZeneca breaches its standstill obligations in the Purchase Agreement.  Abgenix has agreed to continue to keep the Rights Plan amendment in place after the termination of the Standstill Period for so long as AstraZeneca does not acquire voting securities of Abgenix that would cause AstraZeneca’s level of ownership to exceed that in effect on the date of the termination of the Standstill Period.

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Item 7.                    Financial Statements and Exhibits.

(c)             Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 29, 2003

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABGENIX, INC.
Dated:  October 29, 2003	By:	/s/ Raymond M. Withy, Ph.D.
		President and Chief Executive Officer

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated October 29, 2003

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EX-99.1

Exhibit 99.1

FOR RELEASE ON WEDNESDAY,

OCTOBER 29, 1:00 PM PT

Contact:	Ami Knoefler
	Director, Corporate Communications
	510-284-6350 or 510-284-6605

ABGENIX AND ASTRAZENECA SUCCESSFULLY CLOSE EQUITY
TRANSACTION FOR NEW ONCOLOGY ALLIANCE

- Abgenix Issues $100 Million of Convertible Preferred Stock to AstraZeneca -

FREMONT, Calif., October 29, 2003 — Abgenix, Inc. (Nasdaq: ABGX) today announced that its new oncology agreement with AstraZeneca has been successfully closed following the satisfaction of all conditions, including expiration of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  Abgenix and AstraZeneca announced a broad collaboration, license and investment alliance to discover, develop and commercialize fully human monoclonal antibodies to treat cancer on October 16, 2003.  In addition, Abgenix has issued convertible preferred stock to AstraZeneca for an immediate payment of $100 million by AstraZeneca.

The oncology alliance calls for the joint discovery and development of therapeutic antibodies for up to 36 cancer targets to be commercialized exclusively worldwide by AstraZeneca.   Abgenix may receive milestone and royalty payments, as well as payments for preclinical studies, early clinical research, process development, and both clinical and commercial manufacturing. In addition, the collaboration will involve the selection and development of an additional pool of antibodies by Abgenix, which the companies may elect to further develop on an equal cost and profit sharing basis. As part of the collaboration, AstraZeneca has made a $100 million investment in Abgenix convertible preferred stock, convertible into Abgenix common stock by AstraZeneca at $30 per share.  Upon the achievement of certain milestones, Abgenix may also require AstraZeneca to invest an additional $60 million in Abgenix convertible preferred stock.

-more-

About Abgenix

Abgenix is a biopharmaceutical company focused on the discovery, development and manufacturing of human therapeutic antibodies. The company’s antibody development platform includes a leading technology and state-of-the-art manufacturing capabilities that enable the rapid generation, selection and production of high affinity, fully human antibody product candidates to a variety of disease targets. Abgenix leverages its leadership position in human antibody technology to build a diversified product portfolio through the establishment of collaborations with multiple pharmaceutical and biotechnology companies. For more information on Abgenix, visit the company’s website at www.abgenix.com.

Statements made in this press release about Abgenix’s technologies, product development activities, collaborative arrangements and process science and manufacturing capabilities, other than statements of historical fact, and about its projected financial results and the achievement of milestone or similar payments, are forward-looking statements and are subject to a number of uncertainties that could cause actual results to differ materially from the statements made, including risks associated with the success of clinical trials, the progress of research and product development programs, product manufacturing, regulatory approval processes, competitive products and services, future capital requirements and the extent and breadth of Abgenix’s patent portfolio. Please see Abgenix’s public filings with the Securities and Exchange Commission for information about risks that may affect Abgenix.

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