SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DRAKEMAN DONALD L (Last) (First) (Middle) MEDAREX, INC. 707 STATE ROAD (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEDAREX INC [ MEDX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & Chief Executive
	3. Date of Earliest Transaction (Month/Day/Year) 05/05/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value per share	05/05/2005		S		32,589(13)	D	$7.39	185,300	D
Common Stock, $.01 par value per share								30,000	I	by Spouse
Common Stock, $.01 par value per share								43,072	I	by Children
Common Stock, $.01 par value per share								16,134	I	by GRAT(1)
Common Stock, $.01 par value per share								73,420	I	by GRAT(2)
Common Stock, $.01 par value per share								50,000	I	By GRAT(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$2.3125	06/06/1995		A		100,000		06/06/1996	06/05/2005	Common Stock	100,000	$0	100,000	D
Stock Options (Right to Buy)	$3.22	04/24/1996		A		40,000		08/24/1996	04/23/2006	Common Stock	40,000	$0	40,000	D
Stock Options (Right to Buy)	$3.43	11/01/1999		A		224,000		05/01/1999	10/31/2009	Common Stock	224,000	$0	224,000	D
Stock Options (Right to Buy)	$45.2	10/13/2000		A		43,788		04/13/2001	10/12/2010	Common Stock	43,788	$0	43,788	D
Stock Options (Right to Buy)	$45.2	10/13/2000		A		2,212		10/13/2001	10/12/2010	Common Stock	2,212	$0	2,212	D
Stock Options (Right to Buy)	$27.81	01/09/2001		A		116,405		07/09/2001	01/08/2011	Common Stock	116,405	$0	116,405	D
Stock Options (Right to Buy)	$27.81	01/09/2001		A		3,595		01/09/2002	01/08/2011	Common Stock	3,595	$0	3,595	D
Stock Options (Right to Buy)	$12.9	09/19/2001		A		400,000		09/19/2002(3)	09/18/2011	Common Stock	400,000	$0	400,000	D
Stock Options (Right to Buy)	$6.37	07/11/2002		A		300,000		07/11/2003(4)	07/10/2012	Common Stock	300,000	$0	300,000	D
Stock Options (Right to Buy)	$2.8	03/06/2003		A		107,000		03/06/2004(5)	03/05/2013	Common Stock	107,000	$0	107,000	D
Stock Options (Right to Buy)	$7.155	10/14/2003		A		500,000		10/14/2004(8)	10/13/2013	Common Stock	500,000	$0	500,000	D
Stock Options (Right to Buy)	$0							08/08/1988(9)	08/08/1988(9)	Common Stock	0		278,000	I	by Spouse(7)
Phantom Stock Units	$0(12)	03/02/2004		A		64,190(12)		03/02/2004(12)	03/02/2007(12)	Common Stock	64,190	$0	64,190(12)	D
Stock Options (Right to Buy)	$5.61	07/26/2004		A		350,000		07/26/2005(10)	07/25/2014	Common Stock	350,000	$0	350,000	D
Phantom Stock Units(6)	$0(6)	02/08/2005		A		88,608(6)		02/08/2005(6)	02/08/2008(6)	Common Stock	88,608(6)	$0	88,608(6)	D

Explanation of Responses:

1. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annunity trust on December 30, 2002.

2. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on August 28, 2003.

3. Options representing 100,000 shares vested on September 19,2002. The remainig options vest in 36 equal monthly installments beginning on October 19,2002.

4. Options representing 75,000 shares vested on July 11, 2003. The remaining options vest in 36 equal monthly installments beginning on August 11, 2003.

5. Options representing 26,750 shares vested on March 6, 2004. The remaining options vest in 36 equal monthly installments beginning on April 6, 2004.

6. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 8, 2008. Phantom stock units representing 55,380 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 8, 2006.

7. In addition to the options set forth above, Mr. Drakeman may be deemed to be the indirect beneficial owner of options covering an aggregate of 278,000 shares of Company common stock, which are owned by his wife. Mr. Drakeman disclaims beneficial ownership of all such securities.

8. Options representing 125,000 shares vest on October 14, 2004. The remaining options vest in 36 equal monthly installments beginning November 14, 2004.

9. In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated "08/08/1988" as a "dummy date" until the electronic system is modified. 08/08/1988 is not a transaction date related to these securities.

10. Options representing 87,500 shares vest on July 26, 2005. The remaining options vest in 36 equal monthly installments beginning August 26, 2005.

11. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on September 9, 2004.

12. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are settled 100% in shares of the Company's common stock on March 2, 2007. Phantom stock units representing 40,744 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on March 2, 2005.

13. Represents shares sold pursuant to a Rule 10b5-1 Trading Plan established on May 24, 2004.

	Donald L. Drakeman	05/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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