THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Abgenix, Incorporated (ABGX)

4/28/2005 Proxy Information

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, 2004, the outstanding principal balance of the promissory note was $100,000. This balance was paid on April 25, 2005.

On October 11, 2000, Ms. Mills and Abgenix entered into a loan agreement pursuant to which Abgenix loaned $100,000 to Ms. Mills in exchange for a promissory note from Ms. Mills secured by a deed of trust. No interest accrues on the promissory note until October 2005. As of December 31, 2004, the outstanding principal balance of the promissory note was $100,000.

Abgenix has entered into indemnity agreements with its executive officers and directors which provide, among other things, that the Company 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.

Mr. Sherwin was a co-founder of Abgenix. He retired as a director in 2002.

4/21/2004 Proxy Information

Mr. Greer has served as Chairman of Abgenix, Inc. since May 2000, served as Chief Executive Officer from June 1996 until April 2002 and was President from June 1996 to December 2000.

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 was to accrue on the promissory note until June 30, 2003. This loan was paid in full in 2003.

On December 18, 2003, Mr. Leutzinger and Abgenix entered into separation and consulting agreements in connection with Mr. Leutzinger's resignation from the Company. Pursuant to these agreements, Mr. Leutzinger resigned his employment with the Company and became a consultant effective December 31, 2003, and, in consideration for financial and strategic consulting services, will be paid his gross monthly salary, as in effect at the time of his resignation, for six months, one quarter of his gross monthly salary for the subsequent 12 months, and $1,400 a month for the cost of health insurance continuation coverage for the entire 18 month period.

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, 2003, the outstanding principal balance of the promissory note was $100,000.

On October 11, 2000, Gayle Mills, Vice President, Business Development, and Abgenix entered into a loan agreement pursuant to which Abgenix loaned $100,000 to Ms. Mills in exchange for a promissory note from Ms. Mills secured by a deed of trust. No interest accrues on the promissory note until October 2005. As of December 31, 2003, 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 the Company 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.

Mr. Withy served as Chief Executive Officer of Abgenix, Inc. from May 2002 and as President from January 2001 thru August 2004. From January 2001 to May 2002, he served as Chief Operating Officer of Abgenix, was Chief Business Officer from January to December 2000, and served as Vice President, Corporate Development, from June 1996 to January 2000.

4/30/2003 Proxy Information

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.