<PAGE>
 
   As filed with the Securities and Exchange Commission on November 15, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                                 MEDAREX, INC.
             (Exact name of registrant as specified in its charter)

           NEW JERSEY                                     22-2822175
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                               No.)
                                   
1545 ROUTE 22 EAST                                          08801
ANNANDALE, NEW JERSEY                                     (Zip Code)
(Address of Principal Executive Offices)

                      MEDAREX, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)

                               DONALD L. DRAKEMAN
                                 MEDAREX, INC.
                               1545 ROUTE 22 EAST
                          ANNANDALE, NEW JERSEY 08801
                    (Name and address of agent for service)

                                 (908) 713-6001
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                             DWIGHT A. KINSEY, ESQ.
                      SATTERLEE STEPHENS BURKE & BURKE LLP
                                230 PARK AVENUE
                           NEW YORK, NEW YORK  10169
                                 (212) 818-9200

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
                                             Proposed         Proposed maximum                   
Title of Securities to   Amount to be    maximum offering    aggregate offering     Amount of       
   be registered        registered (1)  price per share (2)       price (2)      registration fee 
-------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                   <C>                <C>
Common Stock, $ .01
 par value per share    350,000 shares        $6.8125             $2,384,375           $723
================================================================================================
</TABLE>

(1) The registration statement also includes an indeterminable number of
    additional shares that may become issuable as a result of the antidilution
    adjustment provisions of the Plan.
 
(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) and (h) and based upon the average of the high and
    low sale prices of the Company's Common Stock on November 12, 1996, as
    reported by the Nasdaq National Market ("NASDAQ-NMS").
<PAGE>
 
                                    PART II

Item 3.   Incorporation of Documents by Reference.
-------   --------------------------------------- 

   The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:

   (a)  Annual Report on Form 10-K for the fiscal year ended December 31, 1995;
(b) Quarterly Report of the Company on Form 10-Q for the three month period
ended March 31, 1996; (c) Quarterly Report of the Company on Form 10-Q for the
six month period ended June 30, 1996; (d) Quarterly Report of the Company on
Form 10-Q for the nine month period ended September 30, 1996; (e) Proxy
Statement dated April 15, 1996 for Annual Meeting of Shareholders held on May
16, 1996; and (f) the description of the Registrant's Common Stock set forth in
the Registrant's Registration Statement on Form S-1 (File No. 33-98244),
including any amendments or reports filed for the purpose of updating such
description; and

   All reports and other documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the filing hereof and prior to a filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.  Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequent filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded such statement.  Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.


Item 4.   Description of Securities.
-------   ------------------------- 

        Not applicable.

Item 5.   Interests of Named Experts and Counsel.
-------   -------------------------------------- 

        Not applicable.

Item 6.   Indemnification of Directors and Officers.
-------   ----------------------------------------- 

   Section 14A:3-5 of The New Jersey Business Corporation Act (the "NJBCA")
empowers a New Jersey corporation to indemnify any person who is or was a
director, officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent corporation,
or legal representative of any such director, officer, trustee, employee or
agent (a "corporate agent"), against his expenses and liabilities incurred in
connection with any proceeding involving the corporate agent, other than a
proceeding by or in the right of the corporation, if (a) such corporate agent
acted in good faith and in a manner he reasonably believed to 

                                     II-1
<PAGE>
 
be in or not opposed to the best interests of the corporation and (b) with
respect to any criminal proceeding, such corporate agent had no reason to
believe that his conduct was unlawful. In addition, a corporation may indemnify
such corporate agent against his expenses in connection with any proceeding by
or in the right of the corporation to procure a judgment in its favor which
involves such corporate agent by reason of his having been such corporate agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court of the State
of New Jersey or the court in which such proceeding was brought shall determine
upon application that despite the adjudication of liability, but in view of all
circumstances of the case, such corporate agent is fairly and reasonably
entitled to indemnity for such expenses as the Superior Court or such other
court shall deem proper.

   Under the NJBCA, a corporation shall indemnify a corporate agent against
expenses to the extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to above or in defense of any
claim, issue or matter therein.

   The indemnification and advancement of expenses provided by or granted
pursuant to the NJBCA shall not exclude any other rights, including the right to
be indemnified against liabilities and expenses incurred in proceedings by or in
the right of the corporation, to which a corporate agent may be entitled under a
certificate of incorporation, bylaw, agreement, vote of shareholders, or
otherwise; provided that no indemnification shall be made to or on behalf of a
corporate agent if a judgment or other final adjudication adverse to the
corporate agent establishes that his acts or omissions (a) were in breach of his
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
corporate agent of an improper personal benefit.

   The Restated Certificate of Incorporation, as amended, and Article XIII of
the Registrant's Amended and Restated By-Laws provide for the indemnification of
its Officers and Directors under certain circumstances and are incorporated
herein by reference.

Item  7.   Exemption from Registration Claimed.
--------   ----------------------------------- 
 
        Not applicable.
 
Item 8.    Exhibits.
------     ---------
                                                               Sequential
             Exhibit No.              Description              Page No.
             -----------              -----------              ----------
             4(a)        Medarex, Inc. 1996 Stock Option           7
                         Plan.                                 
                                                               
             4(b)        Restated Certificate of Incorporation,
                         as amended, of Medarex, Inc.          
                         (Incorporated by reference to Exhibit 
                         3.1 to the Registrant's Registration  
                         Statement on Form S-1 (File No. 
                         33-98244) filed on October 17, 1995).    
 

                                     II-2
<PAGE>
 
                4(c)  Medarex, Inc. Amended and Restated
                      By-Laws (Incorporated by reference to
                      Exhibit 3.2 to the Registrant's
                      Registration Statement on Form S-1
                      (File No. 33-39956) filed on April 12,
                      1991).
 
 
 
 
                5     Opinion of Satterlee Stephens Burke &            25      
                      Burke LLP as to legality of the                          
                      securities being registered                      
                                                                       
                                                                       
                15    Not Applicable                                           
                23(a) Consent of Ernst & Young LLP                     27      

                23(b) Consent of Satterlee Stephens Burke &                    
                      Burke LLP (included in opinion filed                     
                      as Exhibit 5)                                            
                                                                       
                24    Power of Attorney (accompanies                
                      signature pages to the Registration           
                      Statement)                                    
                27    Not Applicable                                
                28    Not Applicable                                
                99    Not Applicable                                

Item 9.  Undertakings.
-------  ------------ 

  The undersigned Registrant hereby undertakes as follows:

  (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (i)    To include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933 (the "Securities Act");

      (ii)   To reflect in the prospectus any facts or events arising after the
             effective date of the registration statement (or the most recent
             post-effective amendment thereof) which, individually or in
             aggregate, represent a fundamental change in the information set
             forth in this registration statement;

      (iii)  To include any material information with respect to the plan of
             distribution not previously disclosed in this registration
             statement or any material change to such information in this
             registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
--------  -------                                                            
above shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the Registrant

                                     II-3
<PAGE>
 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

  (2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

  (3)  To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

  (4)  That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  (5)  To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Exchange Act; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

  (6)  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
<PAGE>
 
                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF ANNANDALE, STATE OF NEW JERSEY, ON
THIS 22ND DAY OF OCTOBER, 1996.

                              MEDAREX, INC.


                              By:/s/Charles R. Schaller
                                 -----------------------------------
                                 Charles R. Schaller
                                 Chairman of the Board

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of Medarex, Inc., a New Jersey
corporation, do hereby constitute and appoint Donald L. Drakeman and Michael A.
Appelbaum, and either of them, the lawful attorney and agent, with power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power of authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments and supplements thereof, and
to any and all instruments or documents filed as part of or in connection with
such Registration Statement, and each of the undersigned hereby certifies and
confirms all that said attorney and  agent, shall do or cause to be done by
virtue hereof.  The Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the dates indicated below.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.


<TABLE> 
<CAPTION> 


                   Signature                                     Title                                 Date            
                   ---------                                     -----                                 ----
                                                
<S>                                               <C>                                     <C> 
/s/Charles R. Schaller                              Chairman of the Board                     October 22, 1996                
-----------------------------------------------         
 Charles R. Schaller                                                                                       
                                                             
/s/Donald L. Drakeman                               President, Chief Executive Officer and    October 22, 1996 
-----------------------------------------------     Director (Principal Executive Officer) 
Donald L. Drakeman                                
                                                       
<S>                                                    
/s/Michael A. Appelbaum                             Senior Vice President - Finance and       October 22, 1996
-----------------------------------------------     Administration, Secretary, Treasurer,          
 Michael A. Appelbaum                               Chief Financial Officer and Director                               
                                                    (Principal Financial and Accounting           
                                                    Officer)                                                     
                                                    
                                                
                                                                                                                       
                                                
/s/Michael W. Fanger                                Director                                  October 22, 1996           
----------------------------------------------- 
 Michael W. Fanger                              
                                                
/s/Julius A. Vida                                   Director                                  October 22, 1996 
-----------------------------------------------     
 Julius A. Vida                                                                                                        
                                                                                                                       
/s/Irwin Lerner                                     Director                                  October 22, 1996          
-----------------------------------------------                                                                        
 Irwin Lerner                                                                                                          
                                                    Director                                  October 22, 1996           
/s/W. Leigh Thompson, Jr.                       
----------------------------------------------- 
W. Leigh Thompson, Jr.                          
                                                
/s/Robert Iggulden                                  Director                                  October 22, 1996           
----------------------------------------------- 
 Robert Iggulden
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22276}]
{"company-data": {"conformed-name": "MEDAREX INC", "cik": "0000874255", "assigned-sic": "2836", "irs-number": "222822175", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16349", "film-number": "96668847"}, "business-address": {"street1": "1545 ROUTE 22 E", "street2": "P O BOX 953", "city": "ANNANDALE", "state": "NJ", "zip": "08801", "phone": "9087136001"}, "mail-address": {"street1": "1545 ROUTE 22 EAST", "street2": "P O BOX 953", "city": "ANNANDALE", "state": "NJ", "zip": "08801"}}
As filed with the Securities and Exchange Commission on November 15, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                                 MEDAREX, INC.
             (Exact name of registrant as specified in its charter)

           NEW JERSEY                                     22-2822175
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                               No.)
                                   
1545 ROUTE 22 EAST                                          08801
ANNANDALE, NEW JERSEY                                     (Zip Code)
(Address of Principal Executive Offices)

                      MEDAREX, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)

                               DONALD L. DRAKEMAN
                                 MEDAREX, INC.
                               1545 ROUTE 22 EAST
                          ANNANDALE, NEW JERSEY 08801
                    (Name and address of agent for service)

                                 (908) 713-6001
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                             DWIGHT A. KINSEY, ESQ.
                      SATTERLEE STEPHENS BURKE & BURKE LLP
                                230 PARK AVENUE
                           NEW YORK, NEW YORK  10169
                                 (212) 818-9200

                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                             Proposed         Proposed maximum                   
Title of Securities to   Amount to be    maximum offering    aggregate offering     Amount of       
   be registered        registered (1)  price per share (2)       price (2)      registration fee 
-------------------------------------------------------------------------------------------------
Common Stock, $ .01
 par value per share    350,000 shares        $6.8125             $2,384,375           $723
================================================================================================
(1) The registration statement also includes an indeterminable number of
    additional shares that may become issuable as a result of the antidilution
    adjustment provisions of the Plan.
 
(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) and (h) and based upon the average of the high and
    low sale prices of the Company's Common Stock on November 12, 1996, as
    reported by the Nasdaq National Market ("NASDAQ-NMS").
PART II

Item 3.   Incorporation of Documents by Reference.
-------   --------------------------------------- 

   The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:

   (a)  Annual Report on Form 10-K for the fiscal year ended December 31, 1995;
(b) Quarterly Report of the Company on Form 10-Q for the three month period
ended March 31, 1996; (c) Quarterly Report of the Company on Form 10-Q for the
six month period ended June 30, 1996; (d) Quarterly Report of the Company on
Form 10-Q for the nine month period ended September 30, 1996; (e) Proxy
Statement dated April 15, 1996 for Annual Meeting of Shareholders held on May
16, 1996; and (f) the description of the Registrant's Common Stock set forth in
the Registrant's Registration Statement on Form S-1 (File No. 33-98244),
including any amendments or reports filed for the purpose of updating such
description; and

   All reports and other documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the filing hereof and prior to a filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.  Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequent filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded such statement.  Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4.   Description of Securities.
-------   ------------------------- 

        Not applicable.

Item 5.   Interests of Named Experts and Counsel.
-------   -------------------------------------- 

        Not applicable.

Item 6.   Indemnification of Directors and Officers.
-------   ----------------------------------------- 

   Section 14A:3-5 of The New Jersey Business Corporation Act (the "NJBCA")
empowers a New Jersey corporation to indemnify any person who is or was a
director, officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent corporation,
or legal representative of any such director, officer, trustee, employee or
agent (a "corporate agent"), against his expenses and liabilities incurred in
connection with any proceeding involving the corporate agent, other than a
proceeding by or in the right of the corporation, if (a) such corporate agent
acted in good faith and in a manner he reasonably believed to 

                                     II-1
be in or not opposed to the best interests of the corporation and (b) with
respect to any criminal proceeding, such corporate agent had no reason to
believe that his conduct was unlawful. In addition, a corporation may indemnify
such corporate agent against his expenses in connection with any proceeding by
or in the right of the corporation to procure a judgment in its favor which
involves such corporate agent by reason of his having been such corporate agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court of the State
of New Jersey or the court in which such proceeding was brought shall determine
upon application that despite the adjudication of liability, but in view of all
circumstances of the case, such corporate agent is fairly and reasonably
entitled to indemnity for such expenses as the Superior Court or such other
court shall deem proper.

   Under the NJBCA, a corporation shall indemnify a corporate agent against
expenses to the extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to above or in defense of any
claim, issue or matter therein.

   The indemnification and advancement of expenses provided by or granted
pursuant to the NJBCA shall not exclude any other rights, including the right to
be indemnified against liabilities and expenses incurred in proceedings by or in
the right of the corporation, to which a corporate agent may be entitled under a
certificate of incorporation, bylaw, agreement, vote of shareholders, or
otherwise; provided that no indemnification shall be made to or on behalf of a
corporate agent if a judgment or other final adjudication adverse to the
corporate agent establishes that his acts or omissions (a) were in breach of his
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
corporate agent of an improper personal benefit.

   The Restated Certificate of Incorporation, as amended, and Article XIII of
the Registrant's Amended and Restated By-Laws provide for the indemnification of
its Officers and Directors under certain circumstances and are incorporated
herein by reference.

Item  7.   Exemption from Registration Claimed.
--------   ----------------------------------- 
 
        Not applicable.
 
Item 8.    Exhibits.
------     ---------
                                                               Sequential
             Exhibit No.              Description              Page No.
             -----------              -----------              ----------
             4(a)        Medarex, Inc. 1996 Stock Option           7
                         Plan.                                 
                                                               
             4(b)        Restated Certificate of Incorporation,
                         as amended, of Medarex, Inc.          
                         (Incorporated by reference to Exhibit 
                         3.1 to the Registrant's Registration  
                         Statement on Form S-1 (File No. 
                         33-98244) filed on October 17, 1995).    
 

                                     II-2
4(c)  Medarex, Inc. Amended and Restated
                      By-Laws (Incorporated by reference to
                      Exhibit 3.2 to the Registrant's
                      Registration Statement on Form S-1
                      (File No. 33-39956) filed on April 12,
                      1991).
 
 
 
 
                5     Opinion of Satterlee Stephens Burke &            25      
                      Burke LLP as to legality of the                          
                      securities being registered                      
                                                                       
                                                                       
                15    Not Applicable                                           
                23(a) Consent of Ernst & Young LLP                     27      

                23(b) Consent of Satterlee Stephens Burke &                    
                      Burke LLP (included in opinion filed                     
                      as Exhibit 5)                                            
                                                                       
                24    Power of Attorney (accompanies                
                      signature pages to the Registration           
                      Statement)                                    
                27    Not Applicable                                
                28    Not Applicable                                
                99    Not Applicable                                

Item 9.  Undertakings.
-------  ------------ 

  The undersigned Registrant hereby undertakes as follows:

  (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (i)    To include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933 (the "Securities Act");

      (ii)   To reflect in the prospectus any facts or events arising after the
             effective date of the registration statement (or the most recent
             post-effective amendment thereof) which, individually or in
             aggregate, represent a fundamental change in the information set
             forth in this registration statement;

      (iii)  To include any material information with respect to the plan of
             distribution not previously disclosed in this registration
             statement or any material change to such information in this
             registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
--------  -------                                                            
above shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the Registrant

                                     II-3
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

  (2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

  (3)  To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

  (4)  That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  (5)  To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Exchange Act; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

  (6)  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF ANNANDALE, STATE OF NEW JERSEY, ON
THIS 22ND DAY OF OCTOBER, 1996.

                              MEDAREX, INC.

                              By:/s/Charles R. Schaller
                                 -----------------------------------
                                 Charles R. Schaller
                                 Chairman of the Board

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of Medarex, Inc., a New Jersey
corporation, do hereby constitute and appoint Donald L. Drakeman and Michael A.
Appelbaum, and either of them, the lawful attorney and agent, with power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power of authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments and supplements thereof, and
to any and all instruments or documents filed as part of or in connection with
such Registration Statement, and each of the undersigned hereby certifies and
confirms all that said attorney and  agent, shall do or cause to be done by
virtue hereof.  The Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the dates indicated below.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
Signature                                     Title                                 Date            
                   ---------                                     -----                                 ----
/s/Charles R. Schaller                              Chairman of the Board                     October 22, 1996                
-----------------------------------------------         
 Charles R. Schaller                                                                                       
                                                             
/s/Donald L. Drakeman                               President, Chief Executive Officer and    October 22, 1996 
-----------------------------------------------     Director (Principal Executive Officer) 
Donald L. Drakeman
/s/Michael A. Appelbaum                             Senior Vice President - Finance and       October 22, 1996
-----------------------------------------------     Administration, Secretary, Treasurer,          
 Michael A. Appelbaum                               Chief Financial Officer and Director                               
                                                    (Principal Financial and Accounting           
                                                    Officer)                                                     
                                                    
                                                
                                                                                                                       
                                                
/s/Michael W. Fanger                                Director                                  October 22, 1996           
----------------------------------------------- 
 Michael W. Fanger                              
                                                
/s/Julius A. Vida                                   Director                                  October 22, 1996 
-----------------------------------------------     
 Julius A. Vida                                                                                                        
                                                                                                                       
/s/Irwin Lerner                                     Director                                  October 22, 1996          
-----------------------------------------------                                                                        
 Irwin Lerner                                                                                                          
                                                    Director                                  October 22, 1996           
/s/W. Leigh Thompson, Jr.                       
----------------------------------------------- 
W. Leigh Thompson, Jr.                          
                                                
/s/Robert Iggulden                                  Director                                  October 22, 1996           
----------------------------------------------- 
 Robert Iggulden