Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PEPIN RONALD
   2. Issuer Name and Ticker or Trading Symbol
MEDAREX INC [MEDX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Bus. Dev.
(Last)
(First)
(Middle)
MEDAREX, INC., 707 STATE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/24/2006
(Street)

PRINCETON, NJ 08540		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 per value per share               4,500 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) $ 12.9 09/19/2001   A   50,000   09/19/2002(1) 09/18/2011 Common Stock 50,000 $ 0 50,000 D  
Stock Options (Right to Buy) $ 14.61 02/19/2002   A   50,000   02/19/2003(2) 02/18/2012 Common Stock 50,000 $ 0 50,000 D  
Stock Options (Right to Buy) $ 6.37 07/11/2002   A   100,000   07/11/2003(3) 07/10/2012 Common Stock 100,000 $ 0 100,000 D  
Stock Options (Right to Buy) $ 6.33 09/08/2003   A   40,000   03/08/2004 08/01/2010 Common Stock 40,000 $ 0 40,000 D  
Stock Options (Right to Buy) $ 6.33 09/08/2003   A   20,000   03/08/2004 01/01/2011 Common Stock 20,000 $ 0 20,000 D  
Stock Options (Right to Buy) $ 7.155 10/14/2003   A   50,000   10/14/2004(4) 10/13/2013 Common Stock 50,000 $ 0 50,000 D  
Phantom Stock Units (5) $ 0 (5) 03/02/2004   A   11,262 (5)   03/02/2004(5) 03/02/2007(5) Common Stock 11,262 (5) $ 0 11,262 (5) D  
Stock Options (Right to Buy) $ 5.61 07/26/2004   A   45,000   07/26/2005(6) 07/25/2014 Common Stock 45,000 $ 0 45,000 D  
Phantom Stock Units (7) $ 0 (7) 02/08/2005   A   10,048 (7)   02/08/2005(7) 02/08/2008(7) Common Stock 10,048 (7) $ 0 10,048 (7) D  
Stock Options (Right to Buy) $ 9.9 09/06/2005   A   100,000   09/06/2006(8) 09/05/2015 Common Stock 100,000 $ 0 100,000 D  
Phantom Stock Units (9) $ 0 (9) 02/24/2006   A   5,377   02/24/2006(9) 02/24/2009(9) Common Stock 5,377 (9) $ 0 5,377 (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEPIN RONALD
MEDAREX, INC.
707 STATE ROAD
PRINCETON, NJ 08540		       SVP, Bus. Dev.  

Signatures

 RONALD A. PEPIN   02/28/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Options representing 12,500 shares became exercisable on September 19, 2002. The remaining options become exercisable in 36 equal monthly installments beginning on October 19, 2002.
(2) Options representing 12,500 shares became effective on February 19, 2003. The remaining options become exercisable in 36 equal monthly installments beginning on March 19, 2003.
(3) Options representing 25,000 shares became exercisable on July 11, 2003. The remaining options become exercisable in 36 equal monthly installments beginning on August 11, 2003.
(4) Options representing 12,500 shares became exercisable on October 14, 2004. The remaining options become exercisable in 36 equal monthly installments beginning on November 14, 2004.
(5) 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 7,039 vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on March 2, 2005.
(6) Options representing 11,250 shares became exercisable on July 26, 2005. The remaining options become exercisable in 36 equal monthly installments beginning on August 26, 2005.
(7) 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 6,280 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 8, 2006.
(8) Options representing 25000 shares become exercisable on September 6, 2006. The remaining options become exercisable in 36 equal monthtly installments beginning on October 6, 2006.
(9) 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 24, 2009. Phantom stock units representing 3,361 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 24, 2007.

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