**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K/A**

**(Amendment No. 1)**

| **x**      | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|------------|----------------------------------------------------------------------------------------------------------|
| ** ** | **For the  Fiscal Year Ended December 31, 2005**                                                    |
| ** ** | **or**                                                                                                   |
| **o**      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |

**Commission file number 0-19612**

**IMCLONE SYSTEMS INCORPORATED**

(Exact name of registrantas specified in its charter)

| **DELAWARE**                              |   | **04-2834797**       |
|-------------------------------------------|--------|----------------------|
| (State or other  jurisdiction of          |   | (IRS Employer        |
| incorporation or  organization)           |   | Identification  No.) |
| **180 Varick Street,**                    |   | ** **           |
| **New  York, NY**                         |   | **10014**            |
| (Address of  principal executive offices) |   | (Zip Code)           |

 

**(212) 645-1405**

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) ofthe Act: **None**

Securitiesregistered pursuant to Section 12(g) of the Act:

**Common stock, parvalue $.001 and the associated preferred stock purchase rights**

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act  Yes  x  No  o

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act  Yes  o  No  x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes  x  No  o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K.

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act.
| Large Accelerated Filer  x |   | Accelerated Filer o |   | Non-Accelerated  Filer  o |
|--------------------------------------|--------|--------------------------|--------|-------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act) Yes  o  No  x

The aggregate market valueof the voting and non-voting Common Stock held by non-affiliates of theregistrant as of June 30, 2005 was **$2,593,291,253**

Number of shares of Common Stock, par value $.001, asof April 13, 2006: **84,005,123**

 

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**EXPLANATORY NOTE**

This Amendment No. 1on Form 10-K/A amends our Annual Report on Form 10-K forthe year ended December 31, 2005, as filed with the Securities andExchange Commission on March 16, 2006, to include the information requiredby Part III of Form 10-K. The information required by Items 10-14of Part III is no longer being incorporated by reference to the ProxyStatement relating to the Company’s 2006 Annual Meeting of Shareholders. Thisamendment is not intended to update any other information presented in theAnnual Report as originally filed.

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**PART III**

**ITEM 10.   DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

Set forth below is certaininformation regarding the Company’s directors and executive officers. Unlessotherwise indicated, the age of each director and executive officer listedbelow is given as of April 13, 2006. The Company’s shareholders electmembers of the Board of Directors to serve until their respective successorsare elected and qualified or until earlier resignation or removal. Pursuant tothe Company’s Stockholder Agreement with Bristol-Myers Squibb Company (“BMS”)and Bristol-Myers Squibb Biologics Company, BMS has the right to nominate twodirectors as long as its ownership interest in the Company is 12.5% or greater.As of April 13, 2006, BMS had an ownership interest of 17.13%, andtherefore has the right to nominate two directors for election at the nextannual meeting of stockholders of the Company. The Company currently expectsthat BMS will nominate only one director, Dr. Andrew Bodnar, for electionat the Company’s next annual meeting.

***Directors***

| **Name**                                    | ** ** | ** ** | ** ** | **Age** | ** ** | **Current Position with Company** | ** ** | **Director of  Company  Since** | ** ** |
|---------------------------------------------|------------|------------|------------|---------|------------|--------------------------------------------------|------------|--------------------------------------|------------|
| Andrew G. Bodnar,  M.D., J.D.(1)            |       |       | 58         |    |       | Director                                         |       |                                 | 2001       |   |   |
| William W.  Crouse(2)(3)                    |       |       | 63         |    |       | Director                                         |       |                                 | 2004       |   |   |
| Vincent T.  DeVita, Jr., M.D.(1)(4)(5) |       |       | 71         |    |       | Director                                         |       |                                 | 1992       |   |   |
| John A.  Fazio(3)(4)                        |       |       | 62         |    |       | Director                                         |       |                                 | 2003       |   |   |
| Joseph L. Fischer                           |       |       | 55         |    |       | Director  and Interim Chief Executive Officer    |       |                                 | 2003       |   |   |
| David M.  Kies(2)(4)(5)                     |       |       | 62         |    |       | Chairman  of the Board                           |       |                                 | 1996       |   |   |
| William R.  Miller(2)(3)(5)                 |       |       | 78         |    |       | Director                                         |       |                                 | 1996       |   |   |
| David Sidransky,  M.D.(1)(2)(5)             |       |       | 45         |    |       | Vice Chairman of the  Board                      |       |                                 | 2004       |   |   |

 

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(1)          Member of Research andDevelopment Oversight Committee.

(2)          Member of CompensationCommittee.

(3)          Member of AuditCommittee.

(4)          Member of Nominating andCorporate Governance Committee.

(5)          Member of ChiefExecutive Officer Search Committee.

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***Directors***

Biographical information concerning the Company’sdirectors is set forth below.

**Andrew G. Bodnar,M.D., J.D.,** 58, has servedas a director of the Company since November 2001. Dr. Bodnar wasdesignated and is being nominated as a director pursuant to a StockholderAgreement, dated as of September 19, 2001, among the Company, Bristol-MyersSquibb Company and Bristol-Myers Squibb Biologics Company. Dr. Bodnaris Senior Vice President, Strategy and Medical & External Affairs ofBristol-Myers Squibb Company. Previously, Dr. Bodnar served asPresident, Oncology/Immunology and Worldwide Strategic Business Development forBristol-Myers Squibb’s Pharmaceutical Group. Prior to joining Bristol-MyersSquibb, Dr. Bodnar was Associate Chief of Internal Medicine, Acting Chiefof Cardiology and Director of the Internal Medicine Residency Program atMassachusetts General Hospital in Boston. Dr. Bodnar serves on the Boardof Trustees of The New York Blood Center, The Fox Chase Cancer Center and TheAmerican Boychoir School. Dr. Bodnar received his B.A. from HarvardCollege, his M.D. from Columbia University College of Physicians and Surgeonsand his J.D. from Harvard Law School.

**William W. Crouse,** 63, has served as a director of the Company since January 2004.Mr. Crouse is a Managing Director and General Partner of HealthCareVentures LLC, one of the world’s largest biotech venture capital firms. Mr. Crousewas former Worldwide President of Ortho Diagnostic Systems and Vice Presidentof Johnson & Johnson International. He also served as DivisionDirector of DuPont Pharmaceuticals and as President of Revlon Health Care Group’scompanies in Latin America, Canada and Asia/Pacific. Currently, Mr. Crouseserves as a director of The Medicines Company and several private biotechnologycompanies. Mr. Crouse formerly served as a director of BioTransplant, Inc.,Dendreon Corporation, OraSure Technologies, Inc., Human Genome Sciences,Raritan Bancorp, Inc., Allelix Biopharmaceuticals, Inc. and severalprivate biotechnology companies. Mr. Crouse currently serves as Trustee ofLehigh University and as Trustee of the New York Blood Center. Mr. Crouseis a graduate of Lehigh University (Finance and Economics) and Pace University(M.B.A.).

**Vincent T. DeVita, Jr.,M.D.,** 71, has served as adirector of the Company since February 1992. Dr. DeVita is the Amyand Joseph Perella Professor of Medicine and Professor of Epidemiology andPublic Health at the Yale Cancer Center and Yale University School of Medicine,New Haven, Connecticut. From 1993 until 2003, Dr. DeVita served as aDirector of the Yale Cancer Center. From September 1988 through June 1993,Dr. DeVita served as Attending Physician at Memorial Sloan-KetteringCancer Center, New York, and through June 1991, as its Physician-in-Chief.From 1980 to 1988, he served under Presidential appointment as Director of theNational Cancer Institute (“NCI”), where he had held various positions since1966. During his years with the NCI, Dr. DeVita was instrumental indeveloping the first successful combination cancer chemotherapy program. Thiswork ultimately led to effective regimens of curative chemotherapy for avariety of cancers. Dr. DeVita’s numerous awards include the 1990 ArmandHammer Cancer Prize and the 1982 Albert and Mary Lasker Medical Research Awardfor his contribution to the cure of Hodgkin’s disease. Dr. DeVita receivedhis M.D. from the George Washington University School of Medicine, Washington,D.C. in 1961. Dr. DeVita is a director of Curagen Corp.

**John A. Fazio,** 62, has served as a director of the Company since February 2003.Mr. Fazio is a Certified Public Accountant and Certified ManagementAccountant and was with PricewaterhouseCoopers (“PwC”) from 1966 to 2000. As aSenior General Practice Partner, he served as the lead audit partner to anumber of PwC’s key multinational and national clients. Mr. Fazio was alsoa National Business Leader in PwC’s pharmaceutical practice where he wasresponsible for developing and delivering services on business issues impactingthe industry. As the head of PwC’s Strategic Risk Services practice, he manageda group of senior specialists to assist companies in identifying key riskswithin their businesses and to establish controls to mitigate such risks. Mr. Faziois a director of Dendrite 

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**International, Inc.and Heidrick & Struggles International, Inc. Mr. Fazioearned his Bachelor of Science in Accounting from Penn State University in 1965and a Masters Degree in Accounting from Ohio State University in 1967.**

**Joseph L. Fischer,** 55, has served as a director of the Company since September 2003and, on January 24, 2006, was named Interim Chief Executive Officer of theCompany. During his 30 year career, Mr. Fischer has served in avariety of senior management positions, including international experience withthe Dial Corporation and Johnson & Johnson (“J&J”). As a SeniorVice President of Dial Corporation, he directed the international expansion ofDial’s Consumer Products. Prior to working at Dial, Mr. Fischer spent over14 years with J&J where he served in senior management positions inboth finance and Global General management, most notably as Group President ofGlobal Personal Care Products, President of J&J Canada, Managing Directorof J&J Scandinavia and Vice President and Corporate Controller. Prior toJ&J, he was a member of the research staff of the Financial AccountingStandards Board. Mr. Fischer became a CPA in New York. In 1972, hegraduated with a Bachelor of Science in Accounting at Penn State University.

**David M. Kies,** 62, has served as a director of the Company since June 1996.On February 12, 2004, Mr. Kies was named Chairman of the Board ofDirectors. Mr. Kies is a Partner of the New York-based law firm Sullivan &Cromwell, specializing in mergers and acquisitions, securities and generalcorporate matters. Mr. Kies joined Sullivan & Cromwell in 1968and has been a partner since 1976. Mr. Kies received his undergraduatedegree from Haverford College and his J.D. from New York University Law School.

**William R. Miller,** 78, has served as a director of the Company since June 1996.Mr. Miller served as Vice Chairman of the Board of Directors of theBristol-Myers Squibb Company from 1985 until 1991, at which time heretired. Mr. Miller is the current Chairman of the Board of Vion Pharmaceuticals, Inc.He is immediate past Chairman of the Cold Spring Harbor Laboratory and is apast Chairman of the Board of the Pharmaceutical Manufacturers Association. Mr. Milleris a Trustee of the Manhattan School of Music, a director of the OperaOrchestra of New York and a Managing Director of the Metropolitan OperaAssociation. He is a member of Oxford University Chancellor’s Court ofBenefactors, Honorary Fellow of St. Edmund Hall and Chairman of the English-SpeakingUnion of the United States. Mr. Miller earned his B.A. in Philosophy,Politics and Economics in 1952 at St. Edmund Hall, Oxford University, Oxford,England and his M.A. in 1956 from Oxford University.

**David Sidransky, M.D.,** 45, has served as a director of the Company since January 2004.On June 15, 2005, Dr. Sidransky was named Vice Chairman of the Boardof Directors. Dr. Sidransky is the Director of the Head and Neck CancerResearch Division at Johns Hopkins University School of Medicine. He is afounder of several private biotechnology companies and has served on scientificadvisory boards of many private and publicly traded companies, includingMedImmune Inc., Telik Inc., Roche, and Amgen Inc. Dr. Sidransky is also adirector of Alfacell Inc. He was formerly on the Board of ScientificCounselors at the National Institute of Dental and Craniofacial Research and amember of the Recombinant DNA Advisory Committee at the National Institute ofHealth. Dr. Sidransky serves on numerous editorial boards and is SeniorEditor of Clinical Cancer Research. In addition, he is a Professor of Oncology,Otolaryngology-Head and Neck Surgery, Cellular & Molecular Medicine,Urology, Genetics, and Pathology at Johns Hopkins University and Hospital. Dr. Sidranskyis certified in Internal Medicine and Medical Oncology by the American Board ofMedicine. He has over 250 peer-reviewed publications, and has contributed morethan 40 cancer reviews and chapters and also has numerous issued biotechnologypatents. He has been the recipient of many awards and honors, including the1997 Sarstedt International Prize from the German Society of ClinicalChemistry, the 1998 Alton Ochsner Award Relating Smoking and Health by theAmerican College of Chest Physicians and the 2004 Hinda and Richard RosenthalAward from the American Association of Cancer Research. Dr. Sidranskyreceived his B.A. from Brandeis University and his M.D. from the Baylor Collegeof Medicine.

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***Executive Officers***

Biographical information concerning the Company’sexecutive officers, including certain former executive officers, is set forthbelow.

**Richard Crowley,** 49, has served as Senior Vice President,Biopharmaceutical Operations, since February 2006. In this role, Mr. Crowleyoversees the Company’s biologics manufacturing operations, which include themanufacturing, process development, engineering and facilities, quality controland quality assurance departments. Mr. Crowley joined the Company in January 2000as Assistant Vice President, Manufacturing and was promoted to Vice President,Manufacturing and General Manager in June 2001. Prior to joining theCompany, Mr. Crowley served in a variety of positions at BASF, GenencorInternational, Eastman Kodak and Monsanto. Most recently, he served as Directorof Biologics Manufacturing at BASF Bioresearch Corp., where he was responsiblefor the construction and operation of a multi-product biopharmaceutical GMPclinical pilot/production facility.

**Philip Frost, M.D.,Ph.D.,** 65, joined theCompany as Executive Vice President, Chief Scientific Officer on March 1,2005. Dr. Frost served as Interim Chief Executive Officer of the Companyfrom November 10, 2005 to January 23, 2006. Prior to joining theCompany, he was Vice President, Oncology at Wyeth Pharmaceuticals from 1995 to2005. His group was responsible for expanding Wyeth’s oncology portfolio with23 compounds. From 1992 to 1994, he served as Vice President, Oncology atSandoz Pharmaceuticals (now Novartis). Before entering the industry, Dr. Frostwas an endowed professor of Cell Biology and Medicine at the MD Anderson CancerCenter. Dr. Frost earned his B.A. from Yeshiva College, his M.D. from theState University of New York at Buffalo and his Ph.D. from the Council ofNational Academic Awards, London, England.

**Michael J.Howerton,** 54, has served asSenior Vice President, Chief Financial Officer since June 2004. Beginningin May 2003, he served as Vice President, Finance and Business Developmentand Acting Chief Financial Officer and Secretary. From August 2001 until May 2003,Mr. Howerton served as the Company’s Vice President, Business Developmentand was responsible for the pursuit and development of new businessopportunities for the Company, including acquisitions, product in-licensing andout-licensing and strategic alliances. Prior to joining the Company, Mr. Howertonbuilt a 25-year career at Bristol-Myers Squibb Company. In his mostrecent position at Bristol-Myers Squibb, Mr. Howerton served as VicePresident, Financial Analysis and Assistant Controller from 1998 to 2001,directing activities relating to the financial and strategic analysis,budgeting and profit planning of the company. Prior to that position, Mr. Howertonserved as Vice President, Corporate Development for eight years, and wasresponsible for activities relating to the acquisitions, divestitures andstrategic alliances for Bristol-Myers Squibb’s Worldwide Medicines Group.Mr. Howerton earned his B.A. from Holy Cross College and his M.B.A. fromIona College in New Rochelle, New York.

**RonaldA. Martell,** 43, has served as Senior VicePresident, Commercial Operations since January 2004. In this capacity, heoversees the Company’s sales, marketing, project and alliance managementfunctions. Additionally, he leads and directs the Company’s strategic andcorporate planning processes, as well as portfolio planning and management. Healso chairs the Company’s Strategic Planning Committee. While at ImCloneSystems, Mr. Martell has been responsible for the Company’s commercialoperations, including its field force, and launched the Company’s firstcommercial product, Erbitux®. Mr. Martell joined ImClone Systems in 1998as Vice President, Marketing. Prior to joining ImClone Systems, Mr. Martellserved from 1988 to 1998 in a variety of positions at Genentech, Inc.,most recently as Group Manager Oncology Products.

**Erik D. Ramanathan, J.D.,** 35, has served as the Company’s General Counselsince September 2004 and, in April 2006, was promoted to Senior VicePresident of the Company. Mr. Ramanathan has served as Secretary of theCompany since November 2004. Mr. Ramanathan had previously served asVice President, Legal, and Associate General Counsel of the Company, beginningin January 2003. He joined 

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**theCompany in July 2000 as its Director, Legal and was promoted to SeniorDirector, Legal in January 2002 and to Assistant Vice President, Legal in August 2002.Prior to joining the Company, Mr. Ramanathan was an attorney at the lawfirm of Proskauer Rose LLP. Mr. Ramanathan holds a law degree from HarvardLaw School and an undergraduate science degree from The Johns HopkinsUniversity.**

**Eric K. Rowinsky,M.D.,** 49, has served as theCompany’s Senior Vice President, Chief Medical Officer since February 2005.He is also a Clinical Professor of Medicine (Division of Medical Oncology) atthe University of Texas Health Science Center, San Antonio, Texas. Morerecently, Dr. Rowinsky held the position of Director of the Institute ofDrug Development at the Cancer Therapy and Research Center’s Institute for DrugDevelopment (“IDD”) from 2002 to 2004 and was the Director of Clinical Researchat the IDD from 1996 to 2002. In addition, he held the SBC Endowed Chair forEarly Drug Development at the IDD. Dr. Rowinsky also served as anAssociate Professor of Oncology at Johns Hopkins University until 1996. Dr. Rowinsky’sresearch and clinical interests include preclinical, translational, and earlyclinical and pharmacological studies of novel anticancer drugs, as well asdiscerning and evaluating developmental and regulatory strategies. He is theEditor-in-Chief of *Investigational New Drugs,*and an Associate Editor of *Cancer Research, ClinicalCancer Research, Annals of Oncology,* and several other oncologyjournals. He serves on the Board of Scientific Counselors of the NationalCancer Institute. Dr. Rowinsky received a B.A. degree from New YorkUniversity and an M.D. degree from the Vanderbilt University School ofMedicine. Following his residency in internal medicine, he completed fellowshiptraining in medical oncology at the Johns Hopkins University School ofMedicine.

**Ana I. Stancic,** 48, joined the Company as Vice President,Controller and Chief Accounting Officer on February 4, 2004. Prior tojoining the Company, she was Vice President and Controller at SavientPharmaceuticals, Inc from 2003 to February 2004. Ms. Stancic was VicePresident and Chief Accounting Officer at Ogden Corporation from 1999 to 2002and Regional Chief Financial Officer at OmniCare, Inc. from 1997 to 1999.In her current and former positions, Ms. Stancic is and was responsiblefor matters in the areas of corporate finance including financial reporting,treasury function, acquisitions, budgeting, financial risk management and/orcorporate governance. Ms. Stancic began her career in 1985 atPricewaterhouseCoopers in the Assurance practice where she had responsibilityfor international and national companies in the pharmaceutical and servicesindustries. Ms. Stancic is a Certified Public Accountant and holds anM.B.A. degree from Columbia Business School.

***Information Concerning Former Executive Officers***

**Daniel S. Lynch,** 48, terminated employment with the Companyeffective as of November 10, 2005. Prior to his termination, he had servedas a director and Chief Executive Officer of the Company since February 2004.He joined the Company in April 2001 as its Vice President, Finance andChief Financial Officer, later becoming Senior Vice President, Finance andChief Financial Officer and Senior Vice President and Chief AdministrativeOfficer.

**S. Joseph Tarnowski, Ph.D.,** 52, resigned from the Company effective as of February 22,2006. Prior to his resignation, he had served as Senior Vice President,Manufacturing Operations and Product Development since April 2001. He wasVice President, Product and Process Development from January 1999 through April 2001.

***Audit Committee***

The Audit Committeemonitors the integrity of the Company’s financial statements, the independence,qualifications and performance of the independent registered public accountingfirm, the performance of the Company’s internal auditors and the effectivenessof the Company’s disclosure controls and internal control over financialreporting. The Audit Committee is also responsible for 

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retaining,evaluating, and, if appropriate, recommending the termination of, the Company’sindependent registered public accounting firm. The Audit Committee has beenestablished in accordance with Section 3(a)(58)(A) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). The Audit Committeeoperates under a written charter approved by the Board on August 14, 2003,as amended and restated. The amended and restated charter is posted on theCompany’s website at *www.imclone.com*.The Audit Committee met nine times during fiscal year 2005. The current membersof the Audit Committee are John A. Fazio (Chairman), William W. Crouse andWilliam R. Miller. Each of these members is independent under Securities andExchange Commission (“SEC”) and Nasdaq Stock Market, Inc. (“Nasdaq”) rules andlisting standards currently in effect. The Board has determined that Mr. Faziois an audit committee financial expert.

***Section 16(a) Beneficial Ownership ReportingCompliance***

Section 16(a) of the Exchange Act requiresthe Company’s executive officers and directors, and persons who own more thanten percent of a registered class of the Company’s equity securities, to filewith the SEC reports of ownership of the Company’s securities and changes inreported ownership. Executive officers, directors and greater than ten percentstockholders are required by SEC rules to furnish the Company with copiesof all Section 16(a) reports they file.

Based solely on a reviewof the copies of such forms furnished to the Company, or writtenrepresentations from the reporting persons that no Form 5 was required,the Company believes that, during the fiscal year ended December 31, 2005,all Section 16(a) filing requirements applicable to its officers,directors, and greater than ten percent beneficial owners were met, other thana Form 4 filing by Mr. Erik D. Ramanathan not being timely filed, bytwo days, owing to an administrative error.

***Code of Business Conduct and Ethics***

The Company has adopted a Code of Business Conduct andEthics that applies to all of our directors, officers, employees andconsultants, a copy of which is posted on the Company’s website at *www.imclone.com*. The Company intends todisclose any substantive amendment or waivers to such code.

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**ITEM 11.**         EXECUTIVECOMPENSATION

***Summary Compensation***

Thefollowing table sets forth the cash and non-cash compensation awarded to,earned by, or paid to each individual that served as our Chief ExecutiveOfficer (or Interim Chief Executive Officer, as the case may be) or acted in asimilar capacity during the last completed fiscal year and our four most highlycompensated executive officers, other than the foregoing individuals, who wereserving at the end of the last completed fiscal year (our “named executiveofficers”) for each of the last three fiscal years.

|                                            | ** ** | **Annual Compensation** | ** ** | **Long-Term  Compensation  Awards** | ** ** | ** **    | ** ** |
|--------------------------------------------|------------|------------------------------|------------|-------------------------------------|------------|---------------|------------|
| Name and Principal Position | ** ** | ** **                   | ** ** | **Year**                            | ** ** | **Salary(1)** | ** ** | **Bonus(2)** | ** ** | **Other Annual  Compensation(3)** | ** ** | **Securities  Underlying  Options  SARs** | ** ** | **All Other  Compensation(4)** | ** ** |
| Daniel S. Lynch(5)                    |       |                         | 2005       |                                |       |          | $          | 486,000 |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | $ | 288 |   |   |
| Former Chief Executive                     |       |                         | 2004       |                                |       |          | 503,477    |   |   |   | 400,000 | (6) |   |   | — |   |   |   | 282,500 |   |   |   | 104 |   |   |
| Officer                                    |       |                         | 2003       |                                |       |          | 414,818    |   |   |   | 425,000 | (7) |   |   | — |   |   |   | 71,500 |   |   |   | 104 |   |   |
| Philip Frost, M.D., Ph.D.(8)               |       |                         | 2005       |                                |       |          | $          | 320,077 |   |   |   | $ | 190,000 |   |   |   | $ | 116,818 | (9) |   |   | 100,000 | (10) |   |   | $ | 2,521 |   |   |
| Executive  Vice President,                 |       |                         | 2004       |                                |       |          | —     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Chief  Scientific Officer                  |       |                         | 2003       |                                |       |          | —     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |
| (Former  Interim Chief                     |       |                         |       |                                |       |          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Executive  Officer)                        |       |                         |       |                                |       |          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D.                     |       |                         | 2005       |                                |       |          | $          | 324,519 |   |   |   | $ | 150,000 |   |   |   | $ | 468,876 | (11) |   |   | 75,000 | (12) |   |   | $ | 6,300 |   |   |
| Senior Vice President,                     |       |                         | 2004       |                                |       |          | —     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Chief Medical Officer                      |       |                         | 2003       |                                |       |          | —     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Michael J. Howerton                        |       |                         | 2005       |                                |       |          | $          | 327,000 |   |   |   | $ | 141,000 |   |   |   | — |   |   |   | — |   |   |   | $ | 2,610 |   |   |
| Senior  Vice President,                    |       |                         | 2004       |                                |       |          | 299,197    |   |   |   | 120,000 |   |   |   | — |   |   |   | 57,500 |   |   |   | 960 |   |   |
| Chief  Financial Officer                   |       |                         | 2003       |                                |       |          | 266,316    |   |   |   | 125,000 |   |   |   | — |   |   |   | 38,500 |   |   |   | 1,702 |   |   |
| S. Joseph Tarnowski(13)                    |       |                         | 2005       |                                |       |          | $          | 305,200 |   |   |   | $ | 132,000 |   |   |   | — |   |   |   | — |   |   |   | $ | 6,300 |   |   |
| Former Senior Vice                         |       |                         | 2004       |                                |       |          | 292,468    |   |   |   | 112,000 |   |   |   | — |   |   |   | 7,500 |   |   |   | 2,985 |   |   |
| President, Manufacturing                   |       |                         | 2003       |                                |       |          | 255,832    |   |   |   | 125,000 |   |   |   | — |   |   |   | 16,500 |   |   |   | 1,636 |   |   |
| Operations and                             |       |                         |       |                                |       |          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Product Development                   |       |                         |       |                                |       |          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ronald A. Martell                          |       |                         | 2005       |                                |       |          | $          | 277,950 |   |   |   | $ | 120,000 |   |   |   | — |   |   |   | — |   |   |   | $ | 6,300 |   |   |
| Senior  Vice President,                    |       |                         | 2004       |                                |       |          | 268,010    |   |   |   | 102,000 |   |   |   | — |   |   |   | 7,500 |   |   |   | 3,193 |   |   |
| Commercial Operations                      |       |                         | 2003       |                                |       |          | 231,057    |   |   |   | 100,000 |   |   |   | — |   |   |   | 23,500 |   |   |   | 1,372 |   |   |
|                                            |            |                              |            |                                     |            |               |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)             Amounts shown include compensation deferred pursuant toSection 401(k) of the Internal Revenue Code (the “Code”) and/orcompensation for unused vacation time.

(2)             The Compensation Committee awards bonuses to executiveofficers under the Company’s shareholder approved annual incentive plan. The annual incentive plan, whichsatisfies the requirements of Section 162(m) of the Code, providesfor maximum permitted bonuses based on a percentage of operating income, withactual bonuses determined within such limit based on performance criteriarelated to revenues, earnings, achievement of specific product related targetsand a discretionary factor. Certainemployment agreements have also provided for the payment of minimum guaranteedbonuses. Amounts shown include awards paid relative to services rendered ineach of the last three fiscal years. All bonus awards for each of the lastthree fiscal years were paid in cash. Bonuses are recorded for the period inwhich they were earned.

(3)             Excludes perquisites and other personal benefits,securities or properties received by each named executive officer  which did not equal or exceed the lesser of$50,000 or 10% of such individual’s base salary plus bonus.

(4)             Amounts shown include amounts paid by the Company as amatching contribution to employees’ 401(k) accounts.

(5)             Mr. Lynch terminated employment with the Companyeffective November 10, 2005 after having been named Senior Vice Presidentand Chief Administrative Officer, Acting Chief Executive Officer on April 29,2003 and Chief Executive Officer on February 12, 2004.

9

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(6)             Pursuant to the terms of an employment agreement dated March 19,2004 (which amended and restated his employment agreement dated September 19,2001), Mr. Lynch’s annual bonus was not to exceed 200% of his base salaryfor any given year.

(7)             Pursuant to the terms of an employment agreement dated September 19,2001, Mr. Lynch was guaranteed a minimum annual bonus that was not lessthan his base salary for the relevant bonus year.

(8)             Dr. Frost ceased serving as Interim ChiefExecutive Officer of the Company effective January 23, 2006.

(9)             Consists of $100,000 paid as a sign-on bonus and$16,818 as payment for services as Interim Chief Executive Officer of theCompany during 2005.

(10)       Consists of options granted in connection with Dr. Frost’s appointmentas Executive Vice President, Chief Scientific Officer on March 1, 2005.

(11)       Consists of $100,000 paid as a sign-on bonus, $234,522paid as a relocation bonus and $134,354 paid as reimbursement of movingexpenses.

(12)       Consists of options granted in connection with Dr. Rowinsky’sappointment as Senior Vice President, Chief Medical Officer on February 21,2005.

(13)       Dr. Tarnowski resigned from the Company effective February 22,2006.

10

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***Option Grants For Fiscal***Year 2005

Thefollowing table sets forth certain information relating to stock option grantsto the named executive officers of the Company for the year ended December 31,2005.

| ** **                                                                                    | ** ** | ** ** | ** ** | ** **         | ** ** | **Individual Grants**   | ** ** | ** **           | ** ** | **Potential Realizable** | ** ** |
|-----------------------------------------------------------------------------------------------|------------|------------|------------|--------------------|------------|------------------------------|------------|----------------------|------------|-------------------------------|------------|
| ** **                                                                                    | ** ** | ** ** | ** ** | ** **         | ** ** | **Percent of**          | ** ** | ** **           | ** ** | ** **                    | ** ** | **Value at Assumed** | ** ** |
| ** **                                                                                    | ** ** | ** ** | ** ** | **Number of** | ** ** | **Total**                    | ** ** | ** **           | ** ** | ** **                    | ** ** | **Annual Rates of** | ** ** |
| ** **                                                                                    | ** ** | ** ** | ** ** | **Securities**     | ** ** | **Options**                  | ** ** | ** **           | ** ** | ** **                    | ** ** | **Stock Price** | ** ** |
| ** **                                                                                    | ** ** | ** ** | ** ** | **Underlying**     | ** ** | **Granted**                  | ** ** | **Exercise of** | ** ** | ** **                    | ** ** | **Appreciation for** | ** ** |
| ** **                                                                                    | ** ** | ** ** | ** ** | **Options**        | ** ** | **to Employees**        | ** ** | **Base Price**  | ** ** | **Expiration**                | ** ** | **Option Term($)(3)** | ** ** |
| Name                                                                                          | ** ** | ** ** | ** ** | **Granted(1)**     | ** ** | **in Fiscal 2005** | ** ** | **($/Share)(2)**     | ** ** | **Date**                      | ** ** | **5%** | ** ** | **10%** | ** ** |
| Daniel S. Lynch                                                                          |       |       | 0          | (4)                |       |                         | —     |                 |       |                          | —     |   |   |   | — |   |   | — |   | — |   |
| Former Chief Executive Officer                                                                |       |       |       |               |       |                         |       |                 |       |                          |       |   |   |   |   |   |   |   |   |   |   |
| Philip Frost, M.D., Ph.D.                                                                     |       |       | 100,000    | (5)                |       |                         | 13.88      | %                    |       |                          | $          | 43.93 |   |   |   | 2/28/2015 |   |   | $ | 2,761,778 |   | $ | 6,998,336 |   |
| Executive  Vice President, Chief Scientific Officer (Former Interim Chief Executive  Officer) |       |       |       |               |       |                         |       |                 |       |                          |       |   |   |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D.                                                                        |       |       | 75,000     | (6)                |       |                         | 10.42      | %                    |       |                          | $          | 42.52 |   |   |   | 2/20/2015 |   |   | $ | 2,004,851 |   | $ | 5,080,285 |   |
| Senior Vice President, Chief Medical  Officer                                                 |       |       |       |               |       |                         |       |                 |       |                          |       |   |   |   |   |   |   |   |   |   |   |
| Michael J. Howerton                                                                           |       |       | 0          | (7)                |       |                         | —     |                 |       |                          | —     |   |   |   | — |   |   | — |   | — |   |
| Senior  Vice President, Chief Financial Officer                                               |       |       |       |               |       |                         |       |                 |       |                          |       |   |   |   |   |   |   |   |   |   |   |
| S. Joseph Tarnowski                                                                           |       |       | 0          | (8)                |       |                         | —     |                 |       |                          | —     |   |   |   | — |   |   | — |   | — |   |
| Former Senior Vice President,  Manufacturing Operations and Product Development               |       |       |       |               |       |                         |       |                 |       |                          |       |   |   |   |   |   |   |   |   |   |   |
| Ronald A. Martell                                                                             |       |       | 0          | (9)                |       |                         | —     |                 |       |                          | —     |   |   |   | — |   |   | — |   | — |   |
| Senior Vice President,  Commercial Operations                                                 |       |       |       |               |       |                         |       |                 |       |                          |       |   |   |   |   |   |   |   |   |   |   |

 

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(1)             The Company granted options to purchase atotal of 720,000 shares of common stock to employees during 2005.

(2)             Options were granted to purchase commonstock at an exercise price that equaled the fair market value of the commonstock on the date of the grant.

(3)             The amounts set forth in the three columnsrepresent hypothetical gains that might be achieved by the holders if therespective options are exercised at the end of their terms. These gains arebased on assumed rates of stock price appreciation of 5% and 10% compoundedannually from the dates the respective options were granted.

(4)             Mr. Lynch terminated employment withthe Company effective November 10, 2005 after having been named SeniorVice President and Chief Administrative Officer, Acting Chief Executive Officeron April 29, 2003 and Chief Executive Officer on February 12, 2004.

(5)             Consists of options granted in connection with Dr. Frost’sappointment as Executive Vice President, Chief Scientific Officer on March 1,2005, which became fully vested and exercisable on December 16, 2005 whenthe Board of Directors and the Compensation Committee of the Board approved theacceleration of vesting of unvested Company stock options with exercise pricesequal to or greater than $33.44 per share (the closing price of the Company’scommon stock on the Nasdaq National Market on December 16, 2005)outstanding as of December 16, 2005, *provided, however*,that all of these options were subject to therestrictions on sales, transfers, pledges and other dispositions set forth inthe lock-up agreement between the individual and the Company dated December 21,2005, as discussed in greater detail in the Company’s Current Report on Form 8-Kfiled on December 21, 2005 (the “Lock-Up Restrictions”) as of December 31,2005. On January 18, 2006, Dr. Frostwas granted 25,000 options with respect to his 2005 performance at an exerciseprice of $34.14. These options will be become exercisable as to 33 1/3% of the shares on each of the first,second and third anniversaries of the date of grant.

(6)             Consists of options granted in connection with Dr. Rowinsky’sappointment as Senior Vice President, Chief Medical Officer on February 21,2005, which became fully vested and exercisable on December 16, 2005 whenthe Board of Directors and the Compensation Committee of the Board approved theacceleration of vesting of unvested Company stock options with exercise pricesequal to or greater than $33.44 per share (the closing price of the Company’scommon stock on the Nasdaq National Market on December 16, 2005)outstanding as of December 16, 2005, *provided, however*,that all of these options weresubject to 

11

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the Lock-UpRestrictions as of December 31, 2005.  On January 18,2006, Dr. Rowinsky was granted 25,000 options with respect to his 2005performance at an exercise price of $34.14. These options will be become exercisable as to 33 1/3% of the shares on each of the first,second and third anniversaries of the date of grant.

(7)             On January 18, 2006, Mr. Howertonwas granted 20,000 options with respect to his 2005 performance at an exerciseprice of $34.14. These options will be become exercisable as to 33 1/3% of theshares on each of the first, second and third anniversaries of the date ofgrant.

(8)             Dr. Tarnowski resigned from theCompany effective February 22, 2006. On January 18, 2006, Dr. Tarnowskiwas granted 10,000 options with respect to his 2005 performance at an exerciseprice of $34.14. These options were canceled as of his termination date.

(9)             On January 18, 2006, Mr. Martellwas granted 10,000 options with respect to his 2005 performance at an exerciseprice of $34.14. These options will be become exercisable as to 33 1/3% of theshares on each of the first, second and third anniversaries of the date ofgrant.

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***Aggregated OptionExercises in 2005 and Fiscal Year-End Option Values***

Thefollowing table sets forth aggregated option exercises during 2005 by the namedexecutive officers and the value of the options held by such persons on December 31,2005, whether or not exercisable on such date.

| ** **                 | ** ** | ** **           | ** ** | ** **      | ** ** | **Number of Shares**  | ** ** | ** **                            | ** ** | ** **        | ** ** |
|----------------------------|------------|----------------------|------------|-----------------|------------|---------------------------------|------------|---------------------------------------|------------|-------------------|------------|
| ** **                 | ** ** | ** **           | ** ** | ** **      | ** ** | **Underlying Unexercised** | ** ** | **Value of Unexercised**    | ** ** |
| ** **                 | ** ** | **Shares**           | ** ** | ** **      | ** ** | **Options at**             | ** ** | **In-the-Money Options at** | ** ** |
| ** **                 | ** ** | **Acquired on** | ** ** | **Value**       | ** ** | **December 31, 2005** | ** ** | **December 31, 2005(1)**    | ** ** |
| **Name**                   | ** ** | ** **           | ** ** | **Exercise(#)** | ** ** | **Realized($)**                 | ** ** | **Exercisable**                       | ** ** | **Unexercisable** | ** ** | **Exercisable($)** | ** ** | **Unexercisable($)** | ** ** |
| Daniel S. Lynch(2)         |       |                 | 0          |            |       |                            | $          | 0                                     |       |              |       | 881,500 |   |   |   | 0 |   |   |   | $ | 3,026,525 |   |   |   | $ | 0 |   |   |
| Former Chief Executive     |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Officer                    |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Philip Frost, M.D., Ph.D.  |       |                 | 0          |            |       |                            | $          | 0                                     |       |              |       | 100,000 | (3) |   |   | 0 |   |   |   | $ | 0 |   |   |   | $ | 0 |   |   |
| Executive  Vice President, |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Chief  Scientific Officer  |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (Former  Interim           |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Chief  Executive Officer)  |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D.     |       |                 | 0          |            |       |                            | $          | 0                                     |       |              |       | 75,000 | (4) |   |   | 0 |   |   |   | $ | 0 |   |   |   | $ | 0 |   |   |
| Senior Vice President,     |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Chief Medical Officer      |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael J. Howerton        |       |                 | 5,000      | (5)             |       |                            | $          | 140,300                               |       |              |       | 187,250 | (6) |   |   | 0 |   |   |   | $ | 605,463 |   |   |   | $ | 0 |   |   |
| Senior  Vice President,    |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Chief  Financial Officer   |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| S. Joseph Tarnowski(7)     |       |                 | 19,000     | (8)             |       |                            | $          | 610,932                               |       |              |       | 238,362 | (9) |   |   | 0 |   |   |   | $ | 3,164,984 |   |   |   | $ | 0 |   |   |
| Former Senior Vice         |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| President,                 |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Manufacturing              |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operations and Product     |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Development                |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ronald A. Martell          |       |                 | 0          |            |       |                            | $          | 0                                     |       |              |       | 283,459 | (10) |   |   | 0 |   |   |   | $ | 4,909,203 |   |   |   | $ | 0 |   |   |
| Senior  Vice President,    |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Commercial Operations      |       |                 |       |            |       |                            |       |                                  |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |            |                      |            |                 |            |                                 |            |                                       |            |                   |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)             The values were calculated by multiplyingthe closing market price of the Company’s common stock on December 30,2005 ($34.24 per share as reported by the Nasdaq National Market on that date)by the respective number of shares and subtracting the aggregate exerciseprice, without making any adjustments for vesting, termination, contingenciesor other variables. If the exercise price of an option is equal to or greaterthan $34.24, the option is deemed to have no value.

(2)             Mr. Lynch terminated employment withthe Company effective November 10, 2005 after having been named SeniorVice President and Chief Administrative Officer, Acting Chief Executive Officeron April 29, 2003 and Chief Executive Officer on February 12, 2004.

(3)             All of these options were subject to the Lock-Up Restrictionsas of December 31, 2005.

(4)             All of these options were subject to the Lock-Up Restrictionsas of December 31, 2005.

(5)             Mr. Howerton exercised and sold theseemployee stock options pursuant to a trading plan dated August 31, 2005qualified under Rule 10b5-1 of the Exchange Act.

(6)             Includes 41,250 options subject to theLock-Up Restrictions as of December 31, 2005.

(7)             Dr. Tarnowski resigned from theCompany effective February 22, 2006.

(8)             Dr. Tarnowski exercised and soldthese employee stock options pursuant to three trading plans dated August 20,2004, October 14, 2004 and January 28, 2005 qualified under Rule 10b5-1of Exchange Act.

(9)             Includes 3,750 options subject to the Lock-UpRestrictions as of December 31, 2005.

(10)       Includes 6,250 options subject to the Lock-UpRestrictions as of December 31, 2005.

 

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***Long-Term IncentiveCompensation for Fiscal Year 2005***

Thefollowing table sets forth certain additional disclosure relating to long-termincentive compensation awards, made in January 2006, to the namedexecutive officers of the Company with respect to performance for the yearended December 31, 2005.

|                                            | ** ** | **Number of** | ** ** | ** **                                    | ** ** | **Estimated Future Payouts Under  Non-Stock Price-Based Plans(1)** | ** ** |
|--------------------------------------------|------------|--------------------|------------|-----------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|
| Name and Principal Position | ** ** | ** **         | ** ** | **Shares, Units  or Other  Rights** | ** ** | **Performance or  Other Period Until  Maturation or Payout**       | ** ** | **Threshold  ($ or #)** | ** ** | **Target  ($ or #)** | ** ** | **Maximum  ($ or #)** | ** ** |
| Daniel S. Lynch                            |       |               | —     |                                          |       | —                                                                                      |       |   | — |   |   | — |   |   | — |   |   |
| Former Chief Executive Officer             |       |               |       |                                          |       |                                                                                        |       |   |   |   |   |   |   |   |   |   |   |
| Philip Frost, M.D., Ph.D.                  |       |               | —     |                                          |       | January 1, 2006 through                                                                     |       |   | $ | 0 |   |   | $ | 85,000 |   |   | $ | 127,500 |   |   |
| Executive  Vice President                  |       |               |       |                                          |       | December  31, 2007                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| and  Chief Scientific                      |       |               |       |                                          |       |                                                                                        |       |   |   |   |   |   |   |   |   |   |   |
| Officer  (Former Interim                   |       |               | —     |                                          |       | January  1, 2006 through                                                                    |       |   | $ | 0 |   |   | $ | 85,000 |   |   | $ | 127,500 |   |   |
| Chief  Executive Officer)                  |       |               |       |                                          |       | December  31, 2008                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| Eric K. Rowinsky, M.D.                     |       |               | —     |                                          |       | January 1, 2006 through                                                                     |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| Senior Vice President and                  |       |               |       |                                          |       | December  31, 2007                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| Chief Medical Officer                      |       |               |       |                                          |       |                                                                                        |       |   |   |   |   |   |   |   |   |   |   |
|                                            |       |               | —     |                                          |       | January  1, 2006 through  December 31, 2008                                                 |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| Michael J. Howerton                        |       |               | —     |                                          |       | January 1, 2006 through                                                                     |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| Senior Vice President and                  |       |               |       |                                          |       | December  31, 2007                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| Chief Financial Officer                    |       |               |       |                                          |       |                                                                                        |       |   |   |   |   |   |   |   |   |   |   |
|                                       |       |               | —     |                                          |       | January  1, 2006 through  December 31, 2008                                                 |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| S. Joseph Tarnowski                        |       |               | —     |                                          |       | January 1, 2006 through                                                                     |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| Former Senior Vice                         |       |               |       |                                          |       | December  31, 2007                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| President, Manufacturing                   |       |               |       |                                          |       |                                                                                        |       |   |   |   |   |   |   |   |   |   |   |
| Operations and                             |       |               | —     |                                          |       | January  1, 2006 through                                                                    |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| Product Development                        |       |               |       |                                          |       | December  31, 2008                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| Ronald A. Martell                          |       |               | —     |                                          |       | January 1, 2006 through                                                                     |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
| Senior Vice President,                     |       |               |       |                                          |       | December  31, 2007                                                                          |       |   |   |   |   |   |   |   |   |   |   |
| Commercial Operations                      |       |               |       |                                          |       |                                                                                        |       |   |   |   |   |   |   |   |   |   |   |
|                                       |       |               | —     |                                          |       | January 1, 2006 through  December 31, 2008                                                  |       |   | $ | 0 |   |   | $ | 75,000 |   |   | $ | 112,500 |   |   |
|                                            |            |                    |            |                                               |            |                                                                                             |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)           On January 18, 2006, employees of theCompany, including the named executive officers then employed by the Company,received a target cash award opportunity under the Company’s 2006-2008Retention Plan for the performance periods commencing on January 1, 2006and ending on, respectively, December 31, 2007 and December 31, 2008.The amount of the award received by a recipient will be calculated at the endof the performance period by comparing the Company’s share price at thebeginning of the performance period with the Company’s share price at the endof the performance period based on a 30-day average. The cash bonus forthe recipient will generally be calculated by adjusting the target awardopportunity between 100% and 150% based on any Company share price increase. Nobonus will be payable in respect of the performance period if the Company’sshare price at the conclusion of the performance period is less than the shareprice at the beginning of the performance period.

Cash bonuses under the planare payable following the end of the performance period, provided that therecipient remains continuously employed by the Company through that date.Special rules apply in the event of a change in control of the Company duringthe performance period, and in the event the recipient’s employment terminatesduring the performance period due to death or disability.

14

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***Employment Contract and Change-in-Control Arrangements***

*EmploymentAgreement with Daniel S. Lynch.**  *The Companyentered into an employment agreement with Daniel S. Lynch, its former ChiefExecutive Officer, on March 19, 2004, as amended December 7, 2005 forpurposes of Section 409A of the Code, including the deferral of paymentsthereunder. By mutual agreement with the Board of Directors, Mr. Lynch’sresignation from the Company, effective November 10, 2005, was treated asa termination by the Company without cause under that agreement. Accordingly,as of his termination of employment, Mr. Lynch became entitled to (1) hisunpaid base salary and expenses, (2) a cash payment of $2,769,318(equivalent to 300% of the sum of his base salary in effect on the date oftermination plus the three-year average of the actual bonuses paid with respectto the three years immediately preceding the year of termination), payable asfollows: (i) 162¤3%payable in a lump sum on May 11, 2006, (ii) 162¤3% payable inequal installments, in accordance with the Company’s regular payroll practice,over the six-month period commencing on May 11, 2006 and (iii) 662¤3%payable in a lump sum on November 10, 2006, and (3) the immediatevesting of all stock options held by Mr. Lynch, with such stock options toremain exercisable for periods of 90 days or one year, depending upon theoption grant.

The employment agreement also contains standardconfidentiality, non-competition and non-solicitation provisions.

*SeniorExecutive Severance Plan.**  *Toenhance the predictability of treatment for executives at the level of VicePresident, Senior Vice President and Executive Vice President whose employmentwith the Company is terminated by the Company without cause (as such concept isexplained in the plan), the Compensation Committee approved and adopted aSenior Executive Severance Plan effective as of October 20, 2004.

As a condition to receipt of benefits under the plan,a participating employee must sign an agreement and general release in a formacceptable to the plan administrator under which the participant agrees tocertain confidentiality and non-solicitation provisions for a period of oneyear following his or her employment termination date, agrees to certainnon-competition provisions for the duration of the employee’s receipt ofseverance pay, and releases and discharges the Company and its affiliates fromany and all claims and liabilities relating to the employee’s employment withthe Company or the termination of the employee’s employment. Receipt ofbenefits under the plan is also contingent upon the employee’s continuedemployment through the employment termination date designated by the Company.The severance amounts payable to an employee under the plan will be reduced,dollar-for-dollar, by the amount of any other termination payments paid orpayable to the employee under any other plan, program or law (excluding anyright to exercise stock options, any unemployment benefits payable inaccordance with state law and payment for accrued but unused vacation).

The Senior Vice Presidents and Executive VicePresidents who participate in the plan and sign the above-describedagreement and release upon their termination without cause are entitled toreceive an amount equal to one year’s base salary as severance and, if theemployee would otherwise be eligible to elect employee-paid continued coverageunder COBRA, Company-provided health insurance coverage for one yearfollowing a termination without “cause”, subject to cessation upon the employee’sbecoming eligible for similar coverage offered by another employer. Senior VicePresidents and Executive Vice Presidents would also be entitled continue theirnon-voluntary life insurance coverage provided by the Company with the premiumspaid by the Company for 12 months after a termination without cause,subject to cessation when the employee becomes eligible for coverage under alife insurance plan or policy of another employer. Vice Presidents who meet theabove criteria are entitled to the greater of six months’ base salary or twoweeks’ base salary for each year of service with the Company, as well as sixmonths of Company-paid health and life insurance coverage, subject to theconditions described above.

15

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*TransitionSeverance Plan.**  *TheCompensation Committee adopted the Transition Severance Plan (the “TransitionPlan”), effective March 1, 2006, to provide additional protection ontermination for certain Vice Presidents of the Company and terminationprotection for select other employees. Under this plan, each covered employeeis eligible to receive a severance payment from the Company (varying betweensix and twelve months of the employee’s base salary) upon any involuntarytermination of his or her employment by the Company without cause and,following any change in control of the Company, upon his or her voluntarytermination of employment for good reason. The Transition Plan’s duration is 18months.

As a condition to receipt of benefits under theTransition Plan, a participating employee must sign an agreement and generalrelease in a form acceptable to the plan administrator under which theparticipant releases and discharges the Company and its affiliates from any andall claims and liabilities relating to the employee’s employment with theCompany or the termination of the employee’s employment. Receipt of benefitsunder the plan is also contingent upon the employee’s continued employmentthrough the employment termination date designated by the Company. Theseverance amounts payable to an employee under the plan will be reduced,dollar-for-dollar, by the amount of any other termination payments paid orpayable to the employee under any other plan, program or law (excluding anyright to exercise stock options or other long-term incentive awards, any unemploymentbenefits payable in accordance with state law and payment for accrued butunused vacation). With respect to participating employees in a position at thelevel of Vice President, the severance pay amounts under the Transition Planare intended to be in lieu of, and not in addition to, any amounts otherwisepayable under the Senior Executive Severance Plan, if applicable to suchparticipant pursuant to the terms of that plan, and such participant may beeligible for the continued health benefits set forth in the Senior ExecutiveSeverance Plan, if applicable to such participant pursuant to the terms of thatplan.

*Change-in-ControlPlan.**  *TheBoard adopted a Change-in-Control Plan effective September 1, 2004, asamended February 16, 2006. The purpose of the plan is to maintain thefocus of certain key employees of the Company on the business, mitigate thedistractions that could be caused if the Company were to become the target ofan acquisition strategy, and provide certain benefits to the covered employeesif a change-in-control of the Company (as such term is defined in the plan, a “Change-in-Control”)occurs and/or the employee’s employment is terminated in connection with suchchange-in-control. Participants in the Change-in-Control Plan are determined bythe Compensation Committee. Currently, Drs. Frost and Rowinsky and Messrs. Howerton,Martell, Crowley and Ramanathan and Ms. Cammy and Ms. Rabney (each, atier 2 participant), and Ms. Stancic (a tier 3 participant), participatein the Change-in-Control Plan.

In the event of a Change-in-Control, all equity-basedcompensation awards held by the plan participants will vest in full (unless theCompensation Committee determines that the participants’ awards will besubstituted for equity awards in the surviving entity of equivalent economicvalue) and any deferred compensation of participants will becomenonforfeitable. In addition, if a participant in the Change-in-Control Plan isterminated in connection with a change-in-control by the Company without causeor by the participant for good reason (as such terms are defined in the plan),the Company will pay to the participant a cash payment equal to the participant’searned but unpaid base salary and bonus, unreimbursed expenses, any otheraccrued obligations, a pro rata bonus based on target bonus for the year oftermination, and a multiple of base salary and bonus (with the multiplierranging from 0.5 to three based on the tier assigned to the participant underthe plan, with tier 2 participants receiving a multiplier of 2 and tier 3participants receiving a multiplier of 1).

In connection with atermination described in the preceding sentence, if the participant signs awaiver and release of claims against the Company and its affiliates, eachparticipant will vest in full in all long-term incentive arrangements he or shehas with the Company and be entitled to continued health coverage for six to18 months (based on the participant’s plan tier) and outplacement servicesfor six months. These 

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benefitsare reduced by any other severance amounts for which the participants areeligible under any other arrangement of the Company or its subsidiaries. As acondition to receipt of these benefits, each participant agrees to be bound bynoncompetition, nonsolicitation, confidentiality, return of Company property,and cooperation covenants contained in the plan. The plan permits alternativetreatment of excise taxes imposed on participants pursuant to Section 4999of the Code. Drs. Frost and Rowinsky and Messrs. Howerton, Martelland Crowley are eligible to receive a full gross-up payment by the Company,subject to the Plan’s limitations, and Mr. Ramanathan and Mmes. Cammy,Rabney and Stancic are eligible to receive the better of a payout cutbackor no adjustment treatment, in each case as set forth in greater detail in theCompany’s Current Report on Form 8-K filed February 23, 2006.

***Compensation Committee Interlocks and InsiderParticipation***

No member of the Company’sCompensation Committee was engaged in a related party transaction with, or wasan officer or employee of, the Company or its subsidiaries during 2005. Mr. Fischerceased serving on the Compensation Committee upon his appointment as InterimChief Executive Officer. There are no interlocking relationships involving theCompany’s Compensation Committee and the board of directors or compensationcommittee of any other company that would require disclosure under theexecutive compensation rules of the SEC.

***Directors’ Cash Compensation***

In 2005, the Chairman of the Board was paid an annualfee of $60,000 while the Vice Chairman of the Board was paid an annual fee of$50,000 (pro rated to reflect service in that capacity commencing on June 15,2005). Each other director, other than Mr. Lynch, was paid an annual feeof $40,000. Each non-employee director is reimbursed for his reasonableout-of-pocket expenses incurred in connection with his Board and Boardcommittee activities.

During 2005, the chairmen of the Audit Committee andCompensation Committee received $15,000 and $12,500, respectively, ascompensation for their services as committee chairmen. The chairmen of theNominating and Corporate Governance Committee, Research and DevelopmentOversight Committee, Head and Neck Committee, Chief Executive Officer SearchCommittee and Executive Committee each received $10,000, or a pro rated portionthereof for portions of the fiscal year served, as compensation for theirservices as committee chairmen. The chairman of the Head and Neck Committeereceived an aggregate amount of $1,000 for the first two hours of work spent inconnection with committee business or functions each day, and compensation atthe rate of $250 per hour thereafter (not to exceed $60,000 annually). Eachmember of the Audit Committee (other than the chairman) was paid annualcompensation of $5,000, or a pro rated portion thereof for portions of thefiscal year served. In addition, during 2005, each non-employee directorreceived a fee of $1,500 for each in-person Board or committee meeting attendedand $1,000 for each telephonic Board or committee meeting attended thatexceeded 30 minutes in length.

The Board has approved the foregoing compensationguidelines for 2006 service, with the exception of fees payable to the Chairmanof the Audit Committee, who, effective February 28, 2006, is entitled toreceive $20,000 in annual compensation for service in that capacity. The Boarddisbanded both the Executive Committee and Head and Neck Committee in 2006.

While he serves as InterimChief Executive Officer of the Company, Mr. Fischer is not entitled toreceive Board or Board committee meeting or service fees, although Mr. Fischerdid receive a pro rated portion of the annual Board fee reflecting his serviceas a director through January 23, 2006 and committee meeting and servicefees through that date. Upon his appointment as Interim Chief Executive Officerof the Company, Mr. Fischer ceased serving on the Audit and CompensationCommittees.

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***Directors’ Stock Options***

In 2005, the Chairman of the Board was granted optionsto purchase 45,000 shares of common stock while each non-employee director ofthe Company was granted options to purchase 30,000 shares of common stock. Suchannual option grants vest quarterly, subject to the individual’s continuedservice on the Board on the scheduled date of vesting and have an exerciseprice equal to the fair market value of the common stock on the date of grant.However, in the event a non-employee director leaves the Board, his annualshare option grant vests daily for the quarterly period in which his service asa director ended. Specific details of all non-employee director stock optiongrants awarded in 2005 are set forth in the table below.

With respect to 2006 service, in September 2005the Board approved guidelines providing for option grants to the Chairman, ViceChairman and other non-employee directors of the Company to purchase 30,000,25,000 and 20,000 shares, respectively, of the Company’s common stock. Suchstock options were granted on January 18, 2006 pursuant to the terms ofthe Company’s 2002 Non-Qualified Stock Option Plan at a per share exerciseprice of $34.14, which is equal to the fair market value of the common stock onthe date of grant.

TheBoard further determined that, beginning in 2006, any non-employee directornewly joining the Board is entitled to receive a one-time grant of stockoptions to purchase 20,000 shares of the Company’s common stock upon firstbecoming a director, pro rated based on the portion of the fiscal year served. Previously,such newly joining directors were entitled to receive a 50,000 stock optiongrant. Such options vest 25% annually over the four-year period commencing withthe date of grant, subject to such individual’s continued service on the Boardon the scheduled date of vesting, and have an exercise price equal to the fairmarket value of the common stock on the date of grant. From time to time,non-employee directors of the Company may be granted additional options inconsideration for providing services on the Board.

| **Name**                           | ** ** | ** ** | ** ** | **Number of  Options Granted  in 2005(1)** | ** ** |
|------------------------------------|------------|------------|------------|-----------------------------------------------------------|------------|
| Andrew G. Bodnar,  M.D., J.D.      |       |       | 30,000     |                                                      |       |
| William W. Crouse                  |       |       | 30,000     |                                                      |       |
| Vincent T.  DeVita, Jr., M.D. |       |       | 30,000     |                                                      |       |
| John A. Fazio                      |       |       | 30,000     |                                                      |       |
| Joseph L. Fischer                  |       |       | 30,000     |                                                      |       |
| David M. Kies                      |       |       | 45,000     |                                                      |       |
| William R. Miller                  |       |       | 30,000     |                                                      |       |
| David Sidransky, M.D.              |       |       | 30,000     |                                                      |       |

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(1)          Options were granted,pursuant to the terms of the Company’s 2002 Non-Qualified Stock Option Plan, onJanuary 3, 2005 at a per share exercise price of $46.12, which is equal tothe fair market value of the common stock on the date of grant. The optionsvested quarterly, became exercisable in their entirety on December 16,2005 and will terminate on January 2, 2015.

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**ITEM 12.**         SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS

***Principal Holders***

Thefollowing table shows the amount of the Company’s common stock beneficiallyowned by each person or group who is known by the Company, in reliance onSchedules 13D and 13G filed with the SEC, to beneficially own more than 5% ofthe Company’s outstanding shares of common stock. In general, “beneficialownership” refers to shares that an individual or entity has the power to voteor dispose of and stock options that are exercisable for 60 daysthereafter. Unless otherwise indicated below or in the applicable Schedule 13Dor 13G filing, each person named below holds sole investment and voting power,other than the powers that may be shared with the person’s spouse underapplicable law.

| Name and Address of Beneficial Owner                                                       | ** ** | **Amount and Nature  of Beneficial  Ownership** | ** ** | **Percent of  Class(1)(2)** | ** ** |
|---------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|----------------------------------|------------|
| Bristol-Myers Squibb  Company(3)                                                                                    |       |                                                           | 14,392,003 |                             |       |   | 17.13 | % |   |
| 345 Park Avenue                                                                                                     |       |                                                           |       |                             |       |   |   |   |   |
| New York, NY 10154                                                                                                  |       |                                                           |       |                             |       |   |   |   |   |
| CAM North America, LLC, Smith Barney Fund Management  LLC and Salomon Brothers Asset Management Inc., as a group(4) |       |                                                           | 10,165,934 |                             |       |   | 12.10 | % |   |
| 399 Park Avenue                                                                                                     |       |                                                           |       |                             |       |   |   |   |   |
| New York, NY  10022                                                                                                 |       |                                                           |       |                             |       |   |   |   |   |
| Carl C. Icahn(5)                                                                                                    |       |                                                           | 8,228,452  |                             |       |   | 9.80 | % |   |
| c/o Icahn Associates Corp.                                                                                          |       |                                                           |       |                             |       |   |   |   |   |
| 767 Fifth Avenue, 47th Floor                                                                                   |       |                                                           |       |                             |       |   |   |   |   |
| New York, NY 10153                                                                                                  |       |                                                           |       |                             |       |   |   |   |   |
| Capital Group International, Inc.(6)                                                                           |       |                                                           | 6,137,230  |                             |       |   | 7.31 | % |   |
| 11100 Santa  Monica Boulevard                                                                                       |       |                                                           |       |                             |       |   |   |   |   |
| Los Angeles, CA  90025                                                                                              |       |                                                           |       |                             |       |   |   |   |   |
| FMR Corp.(7)                                                                                                        |       |                                                           | 5,724,864  |                             |       |   | 6.81 | % |   |
| 82 Devonshire Street                                                                                                |       |                                                           |       |                             |       |   |   |   |   |
| Boston, MA 02109                                                                                                    |       |                                                           |       |                             |       |   |   |   |   |

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(1)          The percentage of votingstock owned by each stockholder is calculated by dividing: (1) the numberof shares deemed to be beneficially held by such stockholder as of April 13,2006, as determined in accordance with Rule 13d-3 under the ExchangeAct of 1934; by (2) the sum of (A) 84,005,123, which is the number ofshares of common stock outstanding as of April 13, 2006; plus (B) thenumber of shares of common stock issuable upon the exercise of options andother derivative securities, if any, exercisable as of April 13, 2006 and60 days thereafter held by the stockholder.

(2)          The stockholder’spercentage of beneficial ownership of the class is current as of April 13,2006 and therefore may not reflect the percentage reported in the stockholder’slatest Schedule 13G or Schedule 13D filing filed prior to April 13, 2006.

(3)          This information isfurnished in reliance on Amendment No. 3 to the stockholder’sSchedule 13D filed with the SEC on February 1, 2006.

(4)          This information isfurnished in reliance on the stockholders’ Schedule 13G filed with the SEC on January 10,2006. The foregoing Schedule 13G includes beneficial ownership of Smith BarneyFund 

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Management LLC in theamount of 6,265,715 shares of common stock, or 7.46% of the Company’s commonstock as of April 13, 2006.

(5)          This information isfurnished in reliance on the stockholder’s Schedule 13D filed with the SECon February 14, 2006. The foregoing Schedule 13D reflects beneficialownership of Barberry Corp, together with its affiliates Hopper Investments LLCand High River Limited Partnership, in the amount of 5,302,849 shares of commonstock, or 6.31% of the Company’s common stock as of April 13, 2006(inclusive of amounts held by Hopper Investments LLC and High River LimitedPartnership). See the Schedule 13D filing for certain disclaimers of beneficialownership.

(6)          This information isfurnished in reliance on the stockholder’s Schedule 13G filed with the SECon February 9, 2006. The foregoing Schedule 13G reflects beneficialownership of Capital Guardian Trust Company in the amount of 5,809,230 sharesof common stock, or 6.92% of the Company’s common stock as of April 13,2006. See the Schedule 13G filing for certain disclaimers of beneficialownership.

(7)          Thisinformation is furnished in reliance on Amendment No. 9 to the stockholder’sSchedule 13G, filed with the SEC on February 14, 2006.

**Director andExecutive Officers**

Thefollowing table shows certain information regarding the amount of the Company’scommon stock beneficially owned as of April 13, 2006 by the membersof the Company’s Board of Directors, the Company’s named executive officers andthe directors and executive officers of the Company as a group.

| **Name, Address and Position(1)**                                                                         | ** ** | ** ** | ** ** | **Amount and Nature  of Beneficial  Ownership(2)** | ** ** | **Percent of  Class(3)** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|-------------------------------------------------------------------|------------|-------------------------------|------------|
| Andrew G. Bodnar,  M.D., J.D., Director                                                                                  |       |       | 175,000    | (4)                                                               |       |                          | *          |   |   |
| William W.  Crouse, Director                                                                                             |       |       | 113,434    | (5)                                                               |       |                          | *          |   |   |
| Vincent T.  DeVita, Jr., M.D., Director                                                                             |       |       | 297,555    | (6)                                                               |       |                          | *          |   |   |
| John A. Fazio,  Director                                                                                                 |       |       | 115,833    | (7)                                                               |       |                          | *          |   |   |
| Joseph L.  Fischer, Interim Chief Executive Officer and Director                                                         |       |       | 126,061    | (8)                                                               |       |                          | *          |   |   |
| David M. Kies,  Chairman of the Board                                                                                    |       |       | 583,075    | (9)                                                               |       |                          | *          |   |   |
| William R.  Miller, Director                                                                                             |       |       | 247,111    | (10)                                                              |       |                          | *          |   |   |
| David Sidransky,  M.D., Vice Chairman of the Board .                                                                     |       |       | 114,684    | (11)                                                              |       |                          | *          |   |   |
| Daniel S. Lynch,  Former Chief Executive Officer and Director                                                            |       |       | 881,500    | (12)                                                              |       |                          | *          |   |   |
| Philip Frost,  M.D., Ph.D., Executive Vice President, Chief Scientific Officer (Former  Interim Chief Executive Officer) |       |       | 100,000    | (13)                                                              |       |                          | *          |   |   |
| Eric Rowinsky,  M.D., Senior Vice President, Chief Medical Officer                                                       |       |       | 76,200     | (14)                                                              |       |                          | *          |   |   |
| Michael J.  Howerton, Senior Vice President, Chief Financial Officer                                                     |       |       | 187,786    | (15)                                                              |       |                          | *          |   |   |
| S. Joseph  Tarnowski, Ph.D., Former Senior Vice President, Manufacturing Operations and  Product Development             |       |       | 247,357    | (16)                                                              |       |                          | *          |   |   |
| Ronald A.  Martell, Senior Vice President, Commercial Operations                                                         |       |       | 290,008    | (17)                                                              |       |                          | *          |   |   |
| All Directors and  Executive Officers as a Group (14 persons)                                                            |       |       | 3,555,604  | (18)                                                              |       |                          | 4.11       | % |   |

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*                    Lessthan 1%.

(1)          Unlessotherwise noted, each person’s address is in care of ImClone SystemsIncorporated, 180 Varick Street, New York, NY 10014.

(2)          Unlessotherwise noted, consists of both the number of shares that an individual hasthe power to vote or dispose of and stock options that are exercisable as of April 13,2006 and 60 days thereafter.

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(3)          Thepercentage of voting stock owned by each stockholder or group is calculated bydividing: (1) the number of shares deemed to be beneficially held by suchstockholder or group as of April 13, 2006, as determined in accordancewith Rule 13d-3 under the Exchange Act, by (2) the sum of (A) 84,005,123,which is the number of shares of common stock outstanding as of April 13,2006 plus (B) the number of shares of common stock issuable upon theexercise of options and other derivative securities, if any, exercisable as of April 13,2006 and 60 days thereafter held by the stockholder or group. Except asindicated by footnote, the persons named in the table have sole voting andinvestment power with respect to all shares of common stock shown asbeneficially owned by them, other than the powers that may be shared with theperson’s spouse under applicable law.

(4)          Addressis in care of Bristol-Myers Squibb Company, 345 Park Avenue, New York, NewYork 10154. Consists of 175,000 shares issuable upon the exercise of optionsexercisable as of June 12, 2006.

(5)          Consistsof 113,434 shares issuable upon the exercise of options exercisable as of June 12,2006, with 25,000 of such options being subject to the Lock-Up Restrictions.

(6)          Includes240,000 shares issuable upon the exercise of options exercisable as of June 12,2006.

(7)          Consistsof 115,833 shares issuable upon the exercise of options exercisable as of June 12,2006.

(8)          Includes125,761 shares issuable upon the exercise of options exercisable as of June 12,2006, with 25,000 of such options being subject to the Lock-Up Restrictions.

(9)          Includes232,967 shares issuable upon the exercise of options exercisable as of June 12,2006; 26,700 shares held by a family foundation of which Mr. Kies is oneof the trustees; 16,400 shares held as co-trustee for a trust for Mr. Kies’eldest minor son; and 615 shares held by Mr. Kies’ spouse as to which Mr. Kiesdisclaims beneficial ownership.

(10)   Includes125,000 shares issuable upon the exercise of options exercisable as of June 12,2006.

(11)   Consistsof 114,684 shares issuable upon the exercise of options exercisable as of June 12,2006, with 25,000 of such options being subject to the Lock-Up Restrictions.

(12)   Thisnumber represents Mr. Lynch’s common stock beneficial ownership as of November 10,2005, the effective date of his termination as an executive officer anddirector of the Company. Consists of 881,500 shares that were issuable upon theexercise of options exercisable as of November 10, 2005, of which 599,000were outstanding as of April 13, 2006.

(13)   Consistsof 100,000 shares issuable upon the exercise of options exercisable as of June 12,2006, with 75,000 of such options being subject to the Lock-Up Restrictions.

(14)   Includes75,000 shares issuable upon the exercise of options exercisable as of June 12,2006, with 56,250 of such options being subject to the Lock-Up Restrictions.

(15)   Includes187,250 shares issuable upon the exercise of options exercisable as of June 12,2006, with 41,250 of such options being subject to the Lock-Up Restrictions and100 shares held by Mr. Howerton’s spouse as to which Mr. Howertondisclaims beneficial ownership.

(16)   Thisnumber represents Dr. Tarnowski’s common stock beneficial ownership as of February 22,2006, the effective date of his termination as an executive officer of theCompany. Includes 237,362 shares that were issuable upon the exercise ofoptions exercisable as of February 22, 2006, none of which was outstandingas of April 13, 2006.

(17)   Includes283,459 shares issuable upon the exercise of options exercisable as of June 12,2006, with 6,250 of such options being subject to the Lock-Up Restrictions.

(18)   Includesan aggregate of 2,487,388 shares issuable upon the exercise of optionsexercisable as of June 12, 2006, with 253,750 of such options beingsubject to the Lock-Up Restrictions.

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***Equity Compensation Plan Information***

Thefollowing table summarizes information, as of December 31, 2005, relatingto equity compensation plans of the Company pursuant to which equity securitiesof the Company are authorized for issuance.

| **Plan Category**                                     | ** ** | ** ** | ** ** | **Number of Securities  to be Issued upon Exercise  of Outstanding Options,  Warrants and Rights(a)** | ** ** | **Weighted-Average  Exercise Price of  Outstanding Options,  Warrants and Rights(b)** | ** ** | **Number of Securities  Remaining Available for  Future Issuance Under  Equity Compensation  Plans (Excluding Securities  Reflected in Column(a))(c)** | ** ** |
|------------------------------------------------------------|------------|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  Compensation Plans Approved by Stockholders        |       |       | 9,609,691  |                                                                                                                                                    |       |                                                                                                           | $          | 38.83                                                                                                                                                                                                         |       |   |   | 1,225,982 | (1) |   |
| Equity Compensation Plans Not Approved by  Stockholders(2) |       |       | 3,009,502  |                                                                                                                                                    |       |                                                                                                           | $          | 32.74                                                                                                                                                                                                         |       |   |   | 323,000 | (3) |   |
| Total                                                      |       |       | 12,619,193 |                                                                                                                                                    |       |                                                                                                           | $          | 37.38                                                                                                                                                                                                         |       |   |   | 1,548,982 |   |   |

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(1)          Consists of securitiesavailable for issuance under the Company’s 2002 Stock Option Plan only.

(2)          The Company’s 1998Non-Qualified Stock Option Plan and 2005 Inducement Stock Option Plan are theonly equity compensation plans that were adopted without shareholder approval. Thematerial features of these plans are summarized below. The Company is no longergranting options under the 1998 Non-Qualified Stock Option Plan.

(3)          Consists of securitiesavailable for issuance under the Company’s 2005 Inducement Stock Option Planonly.

As of March 31, 2006, 12,672,828 shares of commonstock were available for issuance upon the exercise of outstanding options,with a weighted average exercise price of $37.54 and a weighted average term of6.67 years. No restricted shares of common stock were outstanding at either December 31,2005 or March 31, 2006. As of March 31, 2006, 638,818 shares ofcommon stock were available for issuance under the Company’s 2002 Stock OptionPlan and 272,000 shares of common stock were available for issuance under theCompany’s 2005 Inducement Stock Option Plan. As of March 31, 2006, theCompany had 84,001,073 outstanding shares of common stock.

*1998Non-Qualified Stock Option Plan.**  *TheCompany’s 1998 Non-Qualified Stock Option Plan (the “1998 Plan”) was adopted onMay 27, 1998 and has not been approved by stockholders. The Company is nolonger granting options under the 1998 Plan.

The maximum number of shares available for issuance underthe 1998 Plan was 10 million, subject to adjustments for corporatetransactions. Under the 1998 Plan, non-qualified stock options to purchase theCompany’s common stock had been granted to persons who at the time of grantwere consultants, advisors or employees of the Company. Each option grantedunder the 1998 Plan has a term not exceeding 10 years. The number ofunderlying shares, the exercise price and other terms and conditions of thestock options granted under the 1998 Plan were determined by the CompensationCommittee, but, except as otherwise provided by such committee, unvestedoptions are forfeited immediately upon a termination of employment for anyreason except death or disability, and vested options are exercisable for30 days after such termination. In the case of a termination by reason ofdeath or disability, vested options are generally exercisable for12 months.

Options granted under the 1998 Plan are nottransferable except in the case of death or, if permitted by the CompensationCommittee, to certain members of the immediate family of the optionee. TheBoard of Directors may amend or terminate the plan at any time except foractions which are adverse to options previously granted. The 1998 Plan isadministered by the Compensation Committee.

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*2005 Inducement StockOption Plan.**  *TheCompany’s 2005 Inducement Stock Option Plan (the “Inducement Plan”) was adoptedby the Compensation Committee on October 17, 2005 and has not beenapproved by stockholders. The Inducement Plan was adopted for the sole purpose permitting the Company to make one-timegrants of stock options to newly hired key employees who have not previouslybeen employees or directors of the Company as an inducement to such personsentering into employment with the Company, in accordance with NasdaqMarketplace Rule 4350(i)(1)(A)(iv). The Plan permits the Company to issueup to a total of 600,000 inducement options to eligible participants topurchase shares of common stock of the Company on terms and conditions setforth therein and in individual award agreements under the Plan, in each caseon terms commensurate with options granted under the Company’s 2002 StockOption Plan. The material terms of each such grant are promptly announced bythe Company by press release pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv).

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**ITEM 13.**         CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

***Relationship with Bristol-Myers Squibb Company***

One of the Company’s directors, Dr. Andrew G.Bodnar, is also an officer of BMS, a Delaware corporation. The Company’srelationship with BMS is described below.

On September 19, 2001, the Company entered intoan acquisition agreement (the “Acquisition Agreement”) with BMS and Bristol-MyersSquibb Biologics Company, a Delaware corporation which is a wholly-ownedsubsidiary of BMS (“BMS Biologics”), providing for the tender offer by BMSBiologics to purchase up to 14,392,003 shares of the Company’s common stock for$70.00 per share, net to the seller in cash. The tender offer by BMS Biologics,available to all stockholders, allowed for the Company’s then-current employeesand directors who held exercisable options to purchase the Company’s shares ofcommon stock having exercise prices less than $70.00 per share to conditionallyexercise any or all of those options and tender the underlying shares in the tenderoffer. In connection with the Acquisition Agreement, the Company entered intothe Stockholder Agreement, pursuant to which the Company agreed with BMS andBMS Biologics to various arrangements regarding the respective rights andobligations of each party with respect to, among other things, the ownership ofshares of the Company’s common stock by BMS and BMS Biologics. The StockholderAgreement also sets forth BMS’s (i) limitation on additional purchases ofshares, (ii) option to purchase shares in the event of dilution and(iii) restrictions as to transfer of shares. Concurrently with theexecution of the Acquisition Agreement and the Stockholder Agreement, theCompany entered into a development, promotion, distribution and supplyagreement (the “Commercial Agreement”) with BMS and E.R. Squibb &Sons, L.L.C. (“E.R. Squibb”), a Delaware limited liability company which is awholly-owned subsidiary of BMS, relating to Erbitux®, the Company’s leadtherapeutic product, pursuant to which, among other things, the parties areco-developing and co-promoting Erbitux in the United States and Canada, andco-developing and co-promoting Erbitux in Japan (either together orco-exclusively with Merck KGaA).

On March 5, 2002, the Company amended theCommercial Agreement with E.R. Squibb and BMS. The amendment changed certaineconomics of the Commercial Agreement and expanded the clinical and strategicrole of BMS in the Erbitux development program. One of the principal economicchanges to the Commercial Agreement resulted in the Company’s receipt of$140,000,000 on March 7, 2002, and an additional payment of $60,000,000 onMarch 5, 2003, in lieu of the $300,000,000 payment the Company would havereceived on acceptance by the United States Food and Drug Administration(“FDA”) of the Erbitux biologics license application under the original termsof the Commercial Agreement. In addition, the Company agreed to resumeconstruction of the Company’s multiple product facility, BB50, as soon asreasonably practicable after the execution of the amendment.

On October 29, 2001, pursuant to the AcquisitionAgreement, BMS Biologics accepted for payment, pursuant to the tender offer,14,392,003 shares of the Company’s common stock on a pro rata basis from alltendering stockholders and those conditionally exercising stock options.

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The Stockholder Agreement gave BMS the right tonominate two directors so long as its ownership interest in the Company is12.5% or greater. Initially, BMS designated Dr. Peter S. Ringrose, BMS’sformer Chief Scientific Officer and President, Pharmaceutical ResearchInstitute, and Dr. Andrew G. Bodnar, BMS’s Senior Vice President, Strategyand Medical & External Affairs, as the BMS directors. BMS continues tohave an ownership interest greater than 12.5% and to possess the right tonominate two directors. However, BMS has not yet nominated a replacement tofill the seat on the Board vacated by Dr. Ringrose, who retired in 2002from his position at BMS, and also resigned from his director position with theCompany. Therefore, the Company currently expects that BMS will nominate onlyone director for election at the Company’s next annual meeting of shareholders.

In exchange for the rightsgranted to BMS under the amended Commercial Agreement, the Company has receivedup-front and milestone payments totaling $900,000,000 in the aggregate, ofwhich $200,000,000 was received on September 19, 2001, $140,000,000 wasreceived on March 7, 2002, $60,000,000 was received on March 5, 2003,$250,000,000 was received on March 12, 2004 and $250,000,000 was receivedon March 31, 2006. No such further payments are contemplated by theCommercial Agreement. All such payments are non-refundable and non-creditable.Except for the Company’s expenses incurred pursuant to a co-promotion optionthat the Company has exercised, E.R. Squibb is responsible for 100% of thedistribution, sales and marketing costs for Erbitux in the United States andCanada, and the Company and E.R. Squibb will each be responsible for 50% of thedistribution, sales, marketing costs and other related costs and expenses inJapan. The Commercial Agreement provides that E.R. Squibb shall pay the Companydistribution fees based on a percentage of annual sales of Erbitux by E.R.Squibb in the United States and Canada. The distribution fee is 39% of netsales in the United States and Canada. The Commercial Agreement also providesthat the distribution fees for the sale of Erbitux in Japan by E.R. Squibb orthe Company shall be equal to 50% of operating profit or loss with respect tosuch sales for any calendar month. In the event of an operating profit, E.R.Squibb shall pay the Company the amount of such distribution fee, and in theevent of an operating loss, the Company shall credit E.R. Squibb the amount ofsuch distribution fee. The Commercial Agreement provides that the Company shallbe responsible for the manufacture and supply of all requirements of Erbitux inbulk form for clinical and commercial use in the United States, Canada andJapan and that E.R. Squibb shall purchase all of its requirements of Erbitux inbulk form for commercial use from the Company. The Company shall supply Erbituxin bulk form for clinical use at the Company’s fully burdened manufacturingcost plus a mark-up of 10%. In addition to the up-front and milestone payments,distribution fees for the United States, Canada and Japan and the 10% mark-upon the commercial supply of Erbitux, E.R. Squibb is also responsible for 100%of the cost of all clinical studies, other than those studies undertakenpost-launch which are not pursuant to an investigational new drug application(e.g. phase IV studies), the cost of which shall be shared equally between E.R.Squibb and the Company, or as otherwise agreed. As between E.R. Squibb and theCompany, each will be responsible for 50% of the cost of all clinical studiesin Japan. The Company has also agreed, and may agree in the future, to sharewith E.R. Squibb, on terms other than the foregoing, costs of clinical trialsthat the Company believes are not potentially registrational but should beundertaken prior to launch in the United States, Canada or Japan.

**ITEM 14.**         PRINCIPALACCOUNTING FEES AND SERVICES

***Audit Fees***

KPMG LLP served as theCompany’s independent registered public accounting firm for the fiscal yearsended December 31, 2005 and 2004. The aggregate fees billed by KPMG LLPfor the fiscal years 2004 and 2005 for professional services rendered by KPMGLLP in connection with (a) the audits of the Company’s annual financialstatements, management’s assessment of the effectiveness of the Company’s internalcontrol over financial reporting and the effectiveness of the Company’sinternal control over financial reporting, (b) the reviews of thefinancial statements included in the Company’s Quarterly 

25

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Reportson Form 10-Q for the quarters ended March 31, June 30, andSeptember 30, (c) services provided in connection with statutory andregulatory filings or engagements and (d) services provided in connectionwith our issuance of debt securities in 2004, were $1,887,022 and $1,619,500,respectively.

***Audit-Related Fees***

In fiscal year 2005, KPMGLLP billed $25,500 in audit-related fees relating to the audit of the financialstatements of an employee benefit plan. KPMG LLP did not bill any such fees infiscal year 2004.

***Tax Fees***

The aggregate fees billedby KPMG LLP for fiscal year 2004 professional tax services rendered for taxcompliance and tax consultation were $121,650. KPMG LLP did not bill any suchfees for fiscal year 2005.

***All Other Fees***

KPMG LLP did not bill anyfees for fiscal years 2004 and 2005 for other services rendered.

***Pre-Approval Policies and Procedures***

Pursuant to its charter, the Audit Committee has thesole authority to appoint or replace the independent registered publicaccounting firm (subject, if applicable, to stockholder ratification). TheAudit Committee is directly responsible for the compensation and oversight ofthe work of the independent registered public accounting firm (includingresolution of disagreements between management and the independent registeredpublic accounting firm regarding financial reporting) for the purpose ofpreparing or issuing an audit report or related work. The independentregistered public accounting firm is engaged by, and reports directly to, theAudit Committee.

The Audit Committee has adopted a formal policywhereby it pre-approves all auditing services and permitted non-audit services(including the fees and terms thereof) to be performed for the Company by itsindependent registered public accounting firm. In the event pre-approval forsuch auditing services and permitted non-audit services cannot be obtained as aresult of inherent time constraints in the matter for which such services arerequired, the Chairman of the Audit Committee has been granted the authority topre-approve such services, and will report for ratification such pre-approvalto the Audit Committee at its next scheduled meeting. The Audit Committee hascomplied with the procedures set forth above, and has otherwise complied withthe provisions of its charter.

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**ITEM 15.**         EXHIBITSAND FINANCIAL STATEMENT SCHEDULES

 

| Exhibit No. | ** ** | **Description**                                                                                                                                                                                                                                                                                                            | ** ** | **Incorporated by Reference** |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|
| 3.1              |       | Certificate of Incorporation, as amended through  December 31, 1998                                                                                                                                                                                                                                                   |       | D(3.1)                        |
| 3.2              |       | Amendment dated June 4, 1999 to the Company’s  Certificate of Incorporation, as amended                                                                                                                                                                                                                          |       | H(3.1A)                       |
| 3.3              |       | Amendment dated June 12, 2000 to the Company’s  Certificate of Incorporation, as amended                                                                                                                                                                                                                         |       | K(3.1A)                       |
| 3.4              |       | Amendment dated August 9, 2002 to the Company’s  Certificate of Incorporation, as amended                                                                                                                                                                                                                        |       | Q(3.1C)                       |
| 3.5              |       | Amended and Restated By-Laws of the Company                                                                                                                                                                                                                                                                                |       | Z(3.1)                        |
| 4.1              |       | Rights Agreement dated as of February 15, 2002  between the Company and EquiServe Trust Company, N.A., as Rights Agent                                                                                                                                                                                                |       | M(99.2)                       |
| 4.2              |       | Stockholder Agreement, dated as of  September 19, 2001, among Bristol-Myers Squibb Company, Bristol-Myers  Squibb Biologics Company and the Company                                                                                                                                                                   |       | L(99.2D2)                     |
| 4.3              |       | Indenture dated as of May 7, 2004 by and  between the Company and The Bank of New York, as Trustee and Form of 13/8% Convertible Notes Due 2024                                                                                                                                                                  |       | V(4.5)                        |
| 4.4              |       | Registration Rights Agreement dated as of  May 7, 2004 by and between the Company, as Issuer, and Morgan  Stanley & Co., Incorporated and UBS Securities LLC, as the Initial  Purchasers                                                                                                                     |       | V(4.6)                        |
| 10.1             |       | Company’s 1986 Employee Incentive Stock Option Plan,  including form of Incentive Stock Option Agreement                                                                                                                                                                                                              |       | A(10.1)                       |
| 10.2             |       | Company’s 1986 Non-qualified Stock Option Plan,  including form of Non-qualified Stock Option Agreement                                                                                                                                                                                                               |       | A(10.2)                       |
| 10.3             |       | 1996 Incentive Stock Option Plan, as amended                                                                                                                                                                                                                                                                               |       | O(99.1)                       |
| 10.4             |       | 1996 Non-Qualified Stock Option Plan, as amended                                                                                                                                                                                                                                                                           |       | O(99.2)                       |
| 10.5             |       | ImClone Systems Incorporated 1998 Non-Qualified  Stock Option Plan, as amended                                                                                                                                                                                                                                             |       | O(99.2)                       |
| 10.6             |       | ImClone Systems Incorporated 2002 Stock Option Plan                                                                                                                                                                                                                                                                        |       | Q(99.8)                       |
| 10.7             |       | ImClone Systems Incorporated 1998 Employee Stock  Purchase Plan                                                                                                                                                                                                                                                            |       | I(99.4)                       |
| 10.8             |       | Option Agreement, dated as of September 1,  1998, between the Company and Ron Martell                                                                                                                                                                                                                                 |       | F(99.3)                       |
| 10.10            |       | License Agreement between the Company and the  Regents of the University of California dated April 9, 1993                                                                                                                                                                                                            |       | B(10.48)                      |
| 10.11            |       | Collaboration and License Agreement between the  Company and the Cancer Research Campaign Technology, Ltd., signed  April 4, 1994, with an effective date of April 1, 1994                                                                                                                                       |       | B(10.50)                      |
| 10.12            |       | License Agreement between the Company and  Rhone-Poulenc Rorer dated June 13, 1994                                                                                                                                                                                                                                    |       | C(10.56)                      |
| 10.13            |       | Development and License Agreement between the  Company and Merck KGaA dated December 14, 1998                                                                                                                                                                                                                         |       | E(10.70)                      |
| 10.14            |       | Lease dated as of December 15, 1998 for the  Company’s premises at 180 Varick Street, New York, New York                                                                                                                                                                                                    |       | G(10.69)                      |
| 10.15            |       | Amendment dated March 2, 1999 to Development  and License Agreement between the Company and Merck KGaA                                                                                                                                                                                                                |       | G(10.71)                      |
| 10.16            |       | Acquisition Agreement dated as of September 19,  2001, among the Company, Bristol-Myers Squibb Company and Bristol-Myers  Squibb Biologics Company                                                                                                                                                                    |       | L(99.D1)                      |
| 10.17            |       | Development, Promotion, Distribution and Supply  Agreement, dated as of September 19, 2001, among the Company,  Bristol-Myers Squibb Company and E.R. Squibb & Sons, L.L.C                                                                                                                                   |       | L(99.D3)                      |
| 10.20            |       | Employment Agreement, dated as of March 19,  2004, between the Company and Daniel S. Lynch                                                                                                                                                                                                                            |       | U(10.1)                       |
| 10.21            |       | Agreement of Sublease dated October 5, 2001, by  and between 325 Spring Street LLC and the Company                                                                                                                                                                                                               |       | O(10.86)                      |
| 10.22            |       | Promissory Note in the principal amount of  $10,000,000, dated October 5, 2001, executed by 325 Spring Street LLC in  favor of the Company                                                                                                                                                                            |       | O(10.86.1)                    |
| 10.23            |       | Amendment No. 1 to Development, Promotion,  Distribution and Supply Agreement, dated as of March 5, 2002, among the  Company, Bristol-Myers Squibb Company and E.R. Squibb & Sons, L.L.C                                                                                                                |       | N(99.2)                       |
| 10.24            |       | Amendment, dated as of August 16, 2001 to the  Development and License Agreement between the Company and Merck KGaA                                                                                                                                                                                                   |       | P (10.88)                     |
| 10.25            |       | Agreement of Sale and Purchase between Building  Associates, LP and ImClone Systems Incorporated pertaining to 33 Chubb Way,  Branchburg, New Jersey executed as of March 1, 2002                                                                                                                                     |       | Q(10.92)                      |
| 10.26            |       | Target Price Contract, dated as of July 15,  2002, between ImClone Systems Incorporated and Kvaerner Process, a division  of Kvaerner U.S. Inc., for the Architectural, Engineering, Procurement  Assistance, Construction Management and Validation of a Commercial  Manufacturing Project in Branchburg, New Jersey |       | R(10.930)                     |
| 10.27            |       | Modifications Agreement dated as of  December 15, 2000 by an between 180 Varick Street Corporation and the  Company                                                                                                                                                                                                   |       | S(10.94)                      |
| 10.28            |       | Amendment number 4 to the Company’s lease at 180 Varick  Street dated August 13, 2004 by and between 180 Varick Street  Corporation and the Company                                                                                                                                                              |       | V(10.28)                      |
| 10.29            |       | ImClone Systems Incorporated Annual Incentive Plan                                                                                                                                                                                                                                                                         |       | T(A.C)                        |
| 10.30            |       | Supply Agreement between the Company and Lonza  Biologics PLC dated March 17, 2005                                                                                                                                                                                                                                    |       | Y(10.30)                      |
| 10.31            |       | ImClone Systems Incorporated Senior Executive  Severance Plan                                                                                                                                                                                                                                                              |       | W(10.29)                      |
| 10.32            |       | ImClone Systems Incorporated Change in Control Plan,  as amended                                                                                                                                                                                                                                                           |       | FF (10.32)                    |
| 10.34            |       | Terms of inducement stock option grants to  Dr. Philip Frost and Dr. Eric Rowinsky on March 1, 2005 and  February 21, 2005, respectively, as approved by the Compensation  Committee of Board of Directors                                                                                             |       | AA                            |
| 10.35            |       | Collaboration and License Agreement between the  Company and UCB S.A. dated August 15, 2005. Confidential Treatment has  been requested for a portion of this Exhibit                                                                                                                                                 |       | CC (10.35)                    |
| 10.36            |       | Approval by Board of Directors of certain  compensation related matters and Company stock repurchase program                                                                                                                                                                                                               |       | BB                            |
| 10.37            |       | ImClone Systems Incorporated 2005 Inducement Stock  Option Plan                                                                                                                                                                                                                                                            |       | DD(10.1)                      |
| 10.38            |       | Terms of accelerated Company stock options and form  of lock-up agreement                                                                                                                                                                                                                                                  |       | EE(10.1)                      |
| 10.39            |       | ImClone Systems Incorporated 2006-2008  Retention Plan                                                                                                                                                                                                                                                                     |       | GG(10.1)                      |
| 10.40            |       | ImClone Systems Incorporated Transition Severance  Plan                                                                                                                                                                                                                                                                    |       | FF (10.40)                    |

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| 10.41  |   | Approval by the Compensation Committee of Board of  Directors of performance criteria for executive officer cash bonus awards  under the Company’s Annual Incentive Plan for the year ended  December 31, 2006, together with maximum permitted bonuses under the  plan |   | HH     |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| 10.42* |   | Letter Agreement dated March 21, 2006, by and  between Joseph L. Fischer and ImClone Systems Incorporated                                                                                                                                                                    |   |   |
| 31.1*  |   | Certification of the Company’s Interim Chief  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002                                                                                                                                              |   |   |
| 31.2*  |   | Certification of the Company’s Chief Financial  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                       |   |   |
| 32*    |   | Certification of the Company’s Interim Chief  Executive Officer and Chief Financial Officer pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002                                                                                                                  |   |   |

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*                    Filedherewith.

(A)                    Previouslyfiled with the Commission; incorporated by reference to Amendment No. 1 toRegistration Statement on to Form S-1, File No. 33-61234.

(B)                     Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K, File No. 0-19612, for the fiscalyear ended December 31, 1993. Confidential Treatment was granted for aportion of this Exhibit.

(C)                     Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K, File No. 0-19612, for the fiscalyear ended December 31, 1994.

(D)                    Previouslyfiled with the Commission; incorporated by reference to the Company’s QuarterlyReport on Form 10-Q, File No. 0-19612, for the quarterended June 30, 1997.

(E)                     Previouslyfiled with the Commission; incorporated by reference to the Company’sRegistration Statement on Form S-3, File No. 333-67335.Confidential treatment was granted for a portion of this Exhibit.

(F)                      Previouslyfiled with the Commission; incorporated by reference to the Company’sRegistration Statement on Form S-8, File No. 333-64827.

(G)                   Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K, File No. 0-19612, for the fiscalyear ended December 31, 1998.

(H)                   Previouslyfiled with the Commission; incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 1999.

(I)                         Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K for the year ended December 31, 1999.

(K)                    Previouslyfiled with the Commission; incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2000.

(L)                      Previouslyfiled with the Commission; incorporated by reference to the Company’sSchedule 14D-9 filed on September 28, 2001.

(M)                  Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated February 19, 2002.

(N)                    Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated March 6, 2002.

28

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(O)                   Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K, for the year ended December 31, 2001.

(P)                      Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K, for the year ended December 31, 2001, andConfidential Treatment has been requested for a portion of this exhibit.

(Q)                   Previouslyfiled with the Commission; incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2002.

(R)                    Previouslyfiled with the Commission; incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended September 30, 2002.

(S)                       Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K, for the year ended December 31, 2002.

(T)                     Previouslyfiled with the Commission; incorporated by reference to the Company’s ProxyStatement for its 2003 Annual Meeting of Shareholders, filed August 21,2003, as appendix C.

(U)                   Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated March 19, 2004.

(V)                    Previouslyfiled with the Commission; incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended September 30, 2004.

(W)                 Previouslyfiled with the Commission; incorporated by reference to the Company’s AnnualReport on Form 10-K for the year ended December 31, 2004.

(Y)                    Previouslyfiled with the Commission; incorporated by reference to the Quarterly Report onForm 10-Q for the quarter ended March 31, 2005.

(Z)                     Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated June 21, 2005.

(AA)          Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated July 15, 2005.

(BB)            Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated September 19, 2005.

(CC)            Previouslyfiled with the Commission, incorporated by reference to the Quarterly Report onForm 10-Q for the quarter ended September 30, 2005.

(DD)          Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated October 21, 2005.

(EE)            Previouslyfiled with the Commission, incorporated by reference to the Company’s CurrentReport on Form 8-K dated December 21, 2005.

(FF)              Previously filedwith the Commission; incorporated by reference to the Company’s Annual Reporton Form 10-K for the year ended December 31, 2005.

(GG)        Previouslyfiled with the Commission; incorporated by reference to the Company’s CurrentReport on Form 8-K dated January 23, 2006.

(HH)        Previouslyfiled with the Commission, incorporated by reference to the Company’s CurrentReport on Form 8-K dated March 22, 2006.

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

|                            | IMCLONE SYSTEMS INCORPORATED |
|----------------------------|------------------------------|
| Date: April 28,  2006 | By:                          | /s/ JOSEPH L. FISCHER |
|                       |                         | Joseph L. Fischer |
|                       |                         | *Interim Chief Executive Officer* |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this Report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the date indicated.

|                              | **Name** | ** **                                    | ** ** |                      | **Title** | ** ** | ** ** |  | **Date** | ** ** |
|------------------------------|----------|-----------------------------------------------|------------|----------------------|-----------|------------|------------|--|----------|------------|
| /s/ JOSEPH L. FISCHER        |     | Interim Chief  Executive Officer and Director |       | April 28, 2006  |
| Joseph  L. Fischer           |     | (Principal Executive Officer)                 |       |                 |
| /s/ MICHAEL J. HOWERTON      |     | Chief Financial  Officer (Principal           |       | April 28,  2006 |
| Michael  J. Howerton         |     | Financial Officer)                            |       |                 |
| /s/ ANA I. STANCIC           |     | Vice President,  Controller and Chief         |       | April 28,  2006 |
| Ana  I. Stancic              |     | Accounting Officer (Principal                 |       |                 |
|                         |     | Accounting Officer)                           |       |                 |
| /s/ ANDREW G. BODNAR         |     | Director                                      |       | April 28,  2006 |
| Andrew  G. Bodnar            |     |                                          |       |                 |
| /s/ WILLIAM W. CROUSE        |     | Director                                      |       | April 28,  2006 |
| William  W. Crouse           |     |                                          |       |                 |
| /s/ VINCENT T. DEVITA, JR.   |     | Director                                      |       | April 28,  2006 |
| Vincent T.  DeVita, Jr. |     |                                          |       |                 |
| /s/  JOHN A. FAZIO           |     | Director                                      |       | April 28, 2006  |
| John A. Fazio                |     |                                          |       |                 |
| /s/  DAVID M. KIES           |     | Director                                      |       | April 28, 2006  |
| David M. Kies                |     |                                          |       |                 |
| /s/  WILLIAM R. MILLER       |     | Director                                      |       | April 28, 2006  |
| William R. Miller            |     |                                          |       |                 |
| /s/  DAVID SIDRANSKY         |     | Director                                      |       | April 28, 2006  |
| David Sidransky              |     |                                          |       |                 |

 

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