UNITED STATES

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 (Date of Earliest Event Reported)

July 22, 2009

MEDAREX, INC.

(Exact name of registrant as specified in its charter)

New Jersey	0-19312	22-2822175
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

707 State Road, Princeton, N.J. 08540

(Address of principal executive offices)

Registrant’s telephone number, including area code: (609) 430-2880

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2009, Medarex, Inc., a New Jersey corporation (the “Company”), ~~entered~~in ~~into~~connection with its execution of an Agreement and Plan of Merger (the “Merger Agreement”) with Bristol-Myers Squibb Company, a Delaware ~~corporation~~ corporation (“BMS”), and Puma Acquisition Corporation, a New Jersey corporation and a wholly-owned subsidiary of BMS ~~(“Acquisition Sub”). Pursuant to the Merger Agreement~~, ~~and upon~~ ~~the~~amended ~~terms~~its ~~and~~2002 ~~subject~~Employee toStock ~~the~~Purchase ~~conditions~~Plan ~~thereof, BMS has agreed to cause Acquisition Sub to commence a tender offer~~ (the “~~Offer~~ESPP,”) toand ~~purchase~~such ~~all of the outstanding shares of Common Stock~~amendment, ~~par value $0.01 per share, of~~ the ~~Company (the~~ “~~Shares”),~~ESPP ~~for $16.00 per Share in cash (the “Offer Price~~Amendment”).

The ~~Merger~~ESPP ~~Agreement~~Amendment provides that ~~the Offer will commence within seven business days after the date of the Merger Agreement~~, ~~and~~as ~~will remain open for at least 20 business days. Pursuant to the Merger Agreement, after the consummation~~ of the ~~Offer,~~effective ~~and~~date ~~subject to the satisfaction or waiver~~ of ~~certain conditions set forth in~~ the Merger Agreement, ~~Acquisition~~ ~~Sub will merge with and into the Company~~ (~~the “Merger”~~i)~~, with~~ participation in the ~~Company~~ESPP ~~surviving~~shall asbe alimited ~~wholly-owned~~to ~~subsidiary~~those ofpersons ~~BMS. Upon~~who ~~completion of the Merger, each Share~~are ~~outstanding~~participants ~~immediately~~on ~~prior to~~ the effective ~~time~~date of the Merger ~~(excluding those~~Agreement; ~~Shares that are held by BMS, Acquisition Sub~~ and ~~the Company~~(ii) ~~will be~~ participants ~~cancelled and converted into the right to receive the Offer Price~~ in ~~cash (without interest and subject to applicable withholding taxes). If Acquisition Sub holds 90% or more of~~ the ~~outstanding~~ESPP ~~Shares immediately prior to the Merger, it~~ may ~~effect~~not ~~the~~increase ~~Merger~~their aspayroll adeductions ~~short-form~~or ~~merger~~purchase ~~pursuant to Section 14A:10-5.1~~elections ofafter the ~~New~~effective ~~Jersey~~date ~~Business Corporation Act, without additional approval by the Company’s shareholders. Otherwise, the Company may hold a special shareholders’ meeting to obtain shareholder approval~~ of the Merger Agreement.

~~Subject to~~The ~~the~~foregoing ~~terms and conditions~~ description of the ~~Merger~~ESPP ~~Agreement,~~Amendment ~~the~~is ~~Company~~qualified ~~has~~in ~~granted Acquisition~~its ~~Sub~~entirety anby ~~irrevocable~~reference ~~one-time~~to ~~option (~~the ~~“Top-Up~~full ~~Option”)~~text ~~to purchase an aggregate number~~ of ~~newly-issued Shares that, when added to~~ the ~~number~~ESPP ofAmendment. A ~~Shares~~copy ~~owned by BMS and Acquisition Sub at~~of the ~~time~~ESPP ofAmendment ~~such~~is ~~exercise,~~filed ~~constitutes~~as ~~one~~Exhibit 10.1 ~~Share more than 90% of the Shares then outstanding, subject~~ to ~~applicable~~this ~~regulatory~~Current ~~and~~Report ~~stock~~on ~~exchange~~Form 8-K ~~requirements~~ and ~~there being authorized Shares available for issuance. The Top-Up Option~~ is ~~exercisable~~incorporated ~~only~~into ~~after~~this ~~Shares~~Item ~~have been purchased pursuant to the Offer~~1.01 ~~Acquisition~~by ~~Sub will pay the Offer Price for each Share acquired upon exercise of the Top-Up Option~~reference.

Completion of the Offer is subject to customary conditions, including (i) that there shall have been validly tendered and not validly withdrawn prior to the expiration of the Offer, when added to the number of Shares already owned by BMS, a majority of the Shares outstanding (determined on a fully diluted basis ), and (ii) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

The Merger Agreement contains representations, warranties and covenants of the parties customary for transactions of this type. The Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and it has agreed to certain restrictions on its ability to respond to such proposals, subject to the fulfillment of certain fiduciary requirements of the Company’s board of directors. The Merger Agreement also contains customary termination provisions for the Company and BMS and provides that, in connection with the termination of the Merger Agreement under specified circumstances involving competing transactions or a change in the Company’s Board of Directors’ recommendation, then the Company may be required to pay BMS a termination fee of $70.80 million, representing 2.95% of the aggregate Offer Price.

The 2.25% Convertible Senior Notes due May 15, 2011 that are outstanding immediately prior to the effective time of the Merger shall be treated in accordance with the terms of the Indenture dated as of May 3, 2004, as amended pursuant to the First Supplemental Indenture dated as of October 4, 2006, by and between the Company and Wilmington Trust Company, as Trustee. Upon the effective time of the Merger, each $1,000 principal amount of such notes shall be convertible into $1,166.61, based on the Offer Price.

The Merger Agreement is attached to provide the Company’s shareholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about the Company or BMS in the Company’s or BMS’s public reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement and this summary of terms are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to the Company or BMS. The representations and warranties have been negotiated with the principal purpose of (i) establishing the circumstances under which Acquisition Sub may have the right not to consummate the Offer, or BMS or the Company may have the right to terminate the Merger Agreement, and (ii) allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable under federal securities laws.

The foregoing description of the Offer, Merger, and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated in this report by reference.

Items 1.01 and 3.03. Entry into a Material Definitive Agreement; Material Modification to Rights of Security Holders

The Company entered into the Second Amendment to Rights Agreement, dated as of July 22, 2009, with Continental Stock Transfer & Trust Company (the “Amendment”). The Amendment amends the Rights Agreement, dated as of May 23, 2001, as

amended by that certain Amendment to Rights Agreement dated as of November 6, 2007 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as Rights Agent.

The Amendment, among other things, generally provides that neither BMS nor Acquisition Sub will be deemed to be an “Acquiring Person” or an “Interested Stockholder” (as such terms are defined in the Rights Agreement), and a “Distribution Date” and “Stock Acquisition Date” (as such terms are defined in the Rights Agreement) will not be deemed to have occurred, in each case, solely as a result of (i) the approval, execution and/or delivery of the Merger Agreement or any amendment thereto, (ii) the acceptance for payment or purchase by Acquisition Sub of Shares pursuant to the Offer, (iii) the exercise of the Top-Up Option, (iv) the Merger, (v) the consummation of any other transactions contemplated by the Merger Agreement, or (vi) the announcement of any of the Merger Agreement, the Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Amendment also provides that the Rights (as such term is defined in the Rights Agreement) will expire, and the Expiration Date (as such term is defined in the Rights Agreement) will occur, immediately prior to the effective time of the Merger.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 to this report and incorporated in this report by reference.

Item 8.01. Other Events.

OnPursuant ~~July~~to Section ~~22,~~6.13(a) of the ~~2009~~Merger Agreement and Section 12.6(c) of the Indenture, dated as ~~BMS~~of ~~and~~May 3, 2004, between the Company ~~issued~~and aWilmington ~~joint~~Trust ~~press~~Company, ~~release~~as trustee, aas ~~copy~~amended ofpursuant ~~which~~to isthe ~~furnished~~First Supplemental Indenture, dated as ~~Exhibit~~ of October ~~99.1~~4, 2006, the Company provided the notice below to ~~this~~holders ~~report~~of ~~and~~the ~~incorporated~~Company’s by2.25% Convertible ~~reference~~Senior inNotes ~~this~~due ~~report~~May 15, ~~announcing~~ 2011 (the ~~execution~~“Convertible Notes”) ofon ~~the~~Friday, ~~Merger~~July 23, ~~Agreement~~2009.

~~NOTICES~~Upon the terms and subject to the conditions of the Offer (as such term is defined below), and assuming that BMS does not extend or otherwise amend the Offer and that the Merger Agreement has not been terminated at such time, holders of shares of the Company’s common stock (the “Shares”) of record shall be entitled to tender their Shares during the course of the Offer, and, if BMS is required to accept for payment and pay for such shares validly tendered in the Offer, the Company expects that such acceptance and payment shall occur upon the expiration of the Offer, which is currently expected to occur at 12:00 midnight, New York City time, on Monday, August 24, 2009 (which is the end of the day on August 24, 2009). If BMS has acquired at least 90% of the outstanding Shares in the Offer (including such shares held by BMS prior to the Offer and including shares acquired as a result of any exercise by BMS of its Top-Up Option (as such term is defined in the Merger Agreement) and election by BMS to provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended), the Company expects the Merger to be effective as soon as practicable after the expiration of the Offer. If BMS has not acquired at least 90% of the outstanding Shares in the Offer, the affirmative vote of a majority of votes cast by holders of the outstanding Shares will be required for the approval to effect the Merger.

~~Important~~* ~~Information~~* ~~about~~* ~~the~~* ~~Tender~~* ~~offer~~* * * * *

~~The~~Text ~~Offer described herein has not yet commenced, and this report is neither an offer to purchase nor a solicitation~~ of anNotice ~~offer to sell securities. At the time the tender offer is commenced,~~Delivered ~~BMS will cause Acquisition Sub to file a tender offer statement~~ on ~~Schedule~~July 23, ~~TO with the SEC.~~2009 ~~Investors and Medarex shareholders are strongly advised~~ to ~~read~~Holders ~~the tender offer statement (including an offer to purchase, letter~~ of ~~transmittal and related tender offer documents)~~ ~~and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by~~ Medarex ~~with the SEC, because they will contain important information~~2. ~~These~~25% ~~documents~~Convertible ~~will~~Senior ~~be available~~Notes atdue no charge on the SEC’s website at www.sec.gov. A copy of the tender offer statement and the solicitation/recommendation statement will be made available free of charge to all shareholders of Medarex,May ~~Inc. at www.medarex.com or by contacting Medarex~~15, ~~Inc.~~ ~~at 707 State Road, Princeton, New Jersey 08540, 609-430-2880.~~2011:

~~Statement~~You onare ~~Cautionary~~receiving this ~~Factors~~Notice as a Holder of 2.25% Convertible Senior Notes due May 15, 2011 (the “Notes”), issued by Medarex, Inc. (“Medarex”) pursuant to the Indenture dated as of May 3, 2004, as amended pursuant to the First Supplemental Indenture dated as of October 4, 2006 (the “Indenture”), between the Company and Wilmington Trust Company, as trustee. This purpose of this Notice is to inform you of an anticipated corporate action described in Section 12.6(c) of the Indenture involving Medarex.

~~Except~~Any ~~for~~capitalized ~~the historical information~~terms ~~presented~~used ~~herein,~~but matters discussed herein may constitute forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not ~~historical~~otherwise ~~facts, including~~defined ~~statements~~herein ~~preceded~~shall ~~by,~~have ~~followed by, or that include~~ the ~~words~~meanings ~~“future”; “anticipate”;~~set ~~“potential”;~~forth “believe”; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the Medarex shareholders will tender their stock in the ~~offer; the risk that competing~~ offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; as well as risks detailed from time to time in Medarex’s public disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, subsequent quarterly filings on Form 10-Q and the solicitation/recommendation statement to be filed in connection with the tender offerIndenture. The information contained herein is as of July 23, 2009. The Company disclaims any intent or obligation to update any forward-looking statements as a result of developments occurring after the period covered by this report or otherwise. Copies of Medarex’s public disclosure filings are available from its investor relations department.

As previously announced on July 22, 2009, Medarex entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bristol-Myers Squibb Company (“BMS”) and Puma Acquisition Corporation (“Puma”), a wholly-owned subsidiary of BMS. Pursuant to the terms of the Merger Agreement, Puma shall commence a cash tender offer to purchase all of the issued and outstanding shares of common stock, par value $.01 per share, of Medarex (the “Common Stock”) at a price of $16.00 per share, without interest (the “Offer”). The terms and conditions of the Offer will be set forth in the Tender Offer Statement on Schedule TO, which will be filed by BMS and Puma with the Securities and Exchange Commission as promptly as practicable (but in no event later than seven business days) after the date of the Merger Agreement. The Offer is scheduled to expire at 12:00 midnight, New York City time, on the 20th business day following the commencement of the Offer, unless otherwise extended. The Merger Agreement further provides that following consummation of the Offer and subject to certain other conditions, Puma will be merged with and into Medarex (the “Merger”), with Medarex continuing as the surviving corporation, wholly-owned by BMS. At the effective time of the Merger, each outstanding share of Medarex common stock will be converted into the right to receive the amount per share paid in the

Offer.

	Please do not hesitate to contact us should you have any questions concerning the foregoing.

	MEDAREX, INC.

	By:	/s/ Christian S. Schade
	Name:	Christian S. Schade
	Title:	Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1		Agreement and Plan of Merger, dated as of July 22, 2009, among Bristol-Myers Squibb Company, Puma Acquisition Corporation and Medarex, Inc.
4.1		Second Amendment to Rights Agreement, dated as of July 22, 2009, by and among Medarex, Inc. and Continental Stock Transfer & Trust Company.
99.1		Joint Press Release issued by Bristol-Myers Squibb Company and Medarex, Inc., dated July 22, 2009, incorporated by reference to Schedule 14D-9C filed by Medarex, Inc. with the SEC on July 23, 2009.

10.1	Medarex, Inc. 2002 Employee Stock Purchase Plan Amendment

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.

	MEDAREX, INC.
	Registrant
July 23, 2009	By:	/s/ Christian S. Schade
July 27, 2009	By:	/s/ Christian S. Schade
		Christian S. Schade
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of July 22, 2009, among Bristol-Myers Squibb Company, Puma Acquisition Corporation and Medarex, Inc.
10.1		Medarex, Inc. 2002 Employee Stock Purchase Plan Amendment
4.1		Second Amendment to Rights Agreement, dated as of July 22, 2009, by and among Medarex, Inc. and Continental Stock Transfer & Trust Company.
99.1		Joint Press Release issued by Bristol-Myers Squibb Company and Medarex, Inc., dated July 22, 2009, incorporated by reference to Schedule 14D-9C filed by Medarex, Inc. with the SEC on July 23, 2009.

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