Exhibit 10.40  [NOTE: CERTAIN PORTIONS
OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED FOR SUCH PORTIONS BY IMCLONE SYSTEMS INCORPORATED. THESE
PORTIONS HAVE BEEN MARKED WITH TWO ASTERISKS ENCLOSED IN BRACKETS (i.e. [**]).
THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.]  SETTLEMENT AGREEMENT AND MUTUAL RELEASE  THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE(the Settlement
Agreement), is executed and entered on this day, December 7, 2007 (the Execution
Date), by and among AVENTIS PHARMACEUTICALS, INC., a corporation duly
organized and existing under the laws of the State of Delaware and having its
principal office at 55 Corporate Drive, Bridgewater, NJ 08807 (hereinafter
collectively referred to as API), AVENTIS, INC., a corporation duly organized
and existing under the laws of the State of Pennsylvania and having its
principal office at 3711 Kennett Pike, Suite 200, Greenville, DE 19807,
successor-in-interest to RHONE-POULENC RORER INTERNATIONAL (HOLDINGS), INC.,
(hereinafter collectively referred to as AI), and AVENTISHOLDINGSINC., a corporation duly
organized and existing under the laws of the State of Delaware and having its
principal office at 3711 Kennett Pike, Suite 200, Greenville, DE 19807 (hereinafter
collectively referred to as AHI, and together with API and AI, collectively
referred to as SANOFI), IMCLONE SYSTEMS INCORPORATED, a corporation duly
organized under the laws of the STATE OF DELAWARE and having its principal
office at 180 Varick Street, New York, NY 10014 (hereinafter referred to as IMCLONE),
and YEDA RESEARCH AND DEVELOPMENT CO. LTD. a corporation duly organized and
existing under the laws of the State of Israel and having its principal office
at Rehovot, Israel (hereinafter referred to as YEDA). (SANOFI, IMCLONE and
YEDA are referred to herein individually as a Party and collectively as the Parties).  WITNESSETH  WHEREAS, YEDA is thePlaintiff-Counter Defendant and IMCLONE and SANOFI are
the Defendants-Counter Claimants in the action entitledYeda Research and Development Company, Ltd. v. ImClone Systems, Inc.
and Aventis Pharmaceuticals, Inc.;Civil Action No. 03 cv 8484, in the United States
District Court for the Southern District of New York, with appeal 2007-1010-012
pending in the United States Court of Appeals for the Federal Circuit
(collectively, the X Action),IMCLONE is thePlaintiff-Counter Defendant and YEDA is
the Defendant-Counter Claimant in the action entitledImClone Systems Inc. v. Yeda Research and Development
Co., Ltd.,Civil
Action No. 06 cv 7190, pending in the United States District Court for the
Southern District of New York (the Y Actioncollectively
together with the X Action, the U.S. Litigation), YEDA is thePlaintiffand Aventis Holdings Inc. isthe Defendant in the actions entitledYeda
Research and Development Company, Ltd. v. Aventis Holdings, Inc.,File Nos.N 7/2005, N
18/2005 and N 19/2005, each pending in Austria (the Austrian Actions), YEDA
has asserted a patent office entitlement action in the United Kingdom against Rhone-Poulenc
Rorer International (Holdings) Inc., entitled In
the matter of European Patent No. EP (UK) 0 667 165 B 1 in the name of
Rhone Poulenc Rorer International (Holdings) Inc.


and a
reference under s 37 (1)(the
UK Action), YEDA is thePlaintiff in two actions pending in Munich District Court I (File No. 21
O 12091/06) and Federal Court of Justice (no file number to date) againstAventis Holdings Inc. and Rhone-Poulenc Rorer International (Holdings), Inc.
respectively, each withImClone
Systems Inc. as intervener (the German Actions), YEDA is the Plaintiff and
Rhone-Poulenc Rorer International (Holdings) Inc, Aventis Holdings Inc. and
IMCLONE are Defendants in an action pending in the Paris First Instance Court
under Docket No. 07/12587 (the French Action,collectively
together with the U.S. Litigation, Austrian Actions, UK Actions and German
Actions, All Litigation Matters).  WHEREAS,the Parties now wish to resolve all existing and
potential claims and outstanding obligations in connection with All Litigation
Matters and desire to settle All Litigation Matters on the terms stated herein,without any admission
of liability or wrongdoing, in order to avoid the time and expense of continuing to
litigate All Litigation Matters.  NOW, THEREFORE,in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the Parties hereby agree as follows:  1.Closing.  Upon the
completion of the payments required under Sections 5(a) and (b), this
Settlement Agreement shall become effective, such date being the Closing Date
hereunder.  2.Correction of Inventorship; Confirmation
and Transfer of Ownership.  (a)SANOFI and IMCLONE shall withdraw their
pending appeal in the X Action and will cooperate with YEDA in the
implementation of: (i) the naming of Drs. Michael Sela, Esther
Hurwitz and Esther Aboud-Pirak (the Weizmann Inventors) as inventors on United
States Patent No. 6,217,866 (the 866 Patent) and the removal of George
A. Ricca, Christopher Cheadle, Victoria J. South and Joseph Schlessinger as inventors
on the 866 Patent; (ii) the amendment of the 866 Patent to remove
Francoise Bellot, Richard Kris and David Givol as inventors thereof; (iii) the
consequential one hundred percent (100%) ownership of all right, title and
interest in and to the 866 Patent by YEDA; and (iv) unopposed
intervention by SANOFI in the Y Action for the limited purpose of enforcing
this Settlement Agreement and the request to the court in the Y Action for a
stipulatedorder of dismissal with prejudice.  (b)From and after the Closing Date, SANOFI
and YEDA shall [**] ownership interest in each of the patents, patent
applications, supplemental protection certificates and applications for
supplemental protection certificates listed on Schedule 1 and any other
non-U.S. patents and patent applications that claim priority to any one or more
of the patent applications for the 866 Patent (the Non-U.S. Patents and,
collectively with the 866 Patent, All Patents), and each shall make whatever
transfers to the other that may be required to effectuate such ownership.  (c)From and after the Closing Date, the
Parties shall execute and jointly seek entry of stipulated consent judgments or
orders from the relevant patent office (or equivalent judicial orders or
consents) that (i) name YEDA the owner of [**] interest in all rights and
title in  Confidential
Treatment has been requested with respect to certain portions.  2


all Non-U.S. Patents, (ii) name inventors
designated by YEDA as inventors on each of the Non-U.S. Patents, (iii) are
consistent with continuing to have Joseph Schlessinger as inventor on each of
the Non-U.S. Patents, (iv) remove George A. Ricca, Christopher Cheadle,
Victoria J. South, Francoise Bellot, Richard Kris and David Givol as inventors on
the Non-U.S. Patents to the extent permitted by the laws of each country
involved and (v) dismiss with prejudice all other claims and counterclaims
in All Litigation Matters.  (d)SANOFI and IMCLONE shall not contest (i) the
rights granted under All Patents by YEDA in the License Agreement between YEDA
and Amgen Inc. (Amgen) and the Patent License Agreement between YEDA and Merck
KGaA (Merck), as such agreements exist as of the Execution Date, or (ii) such
grants of such rights by YEDA. YEDA shall be entitled to retain for its own
benefit and disposition all payments made and to be made under those agreements
without any duty of accounting whatsoever.  (e)From and after the Closing Date, SANOFI
and IMCLONE consent and agree that YEDA shall have the free right to dispose of,
encumber or mortgage its interest in any or all All Patents either in whole or
in part, and shall also have the free right to grant licenses under any or all
All Patents that are either exclusive or nonexclusive (subject, however, to the
licenses granted to IMCLONE in Paragraph 4 as well as any sublicenses granted
thereunder, including the IMCLONE-BMS Agreement and the IMCLONE-Merck Agreement)
without the need to obtain further consent of SANOFI or IMCLONE. From and after
the Closing Date, all prosecution, maintenance (including defending oppositions
brought by third parties) and enforcement activities with respect to All
Patents shall be in the sole discretion of YEDA and YEDA shall be entitled to
retain all recoveries achieved in connection therewith; provided however
to the extent BMS has rights of enforcement under the IMCLONE-BMS Agreement to
the extent relating to Erbitux®, BMS shall have the right to exercise such
rights; provided further that YEDA shall use all commercially reasonable
efforts to prosecute patent applications and extensions and reissues of issued
patents within the All Patents. IMCLONE, SANOFI and YEDA shall reasonably
cooperate with one another to seek SPCs and patent term extensions with respect
to All Patents.  (f)SANOFI agrees that although it is a
co-owner of the Non-U.S. Patents, from and after the Closing Date it will not
exploit in any fashion the Non-U.S. Patents other than SANOFIs license with
IMCLONE and subject to any separate agreement entered into between YEDA and
SANOFI.  3.Concession of Validity, Enforceability
and Infringement.  (a)IMCLONE and SANOFI irrevocably consent
and agree that: (i) the 866 Patent is valid and enforceable; and (ii) [**]
 IMCLONE and SANOFI further irrevocably consent
and agree that: (A) the Non-U.S. Patents are valid and enforceable; and (B) [**]
 IMCLONE and SANOFI acknowledge that YEDA
is waiving its claims for damages in the Y Action and other All Litigation
Matters and any other claims it may have for damages of any type on any theory on
account of both past and future activities of IMCLONE and SANOFI and as such
the foregoing acknowledgment is binding and irrevocable regardless of any
determination with respect to the 866 Patent or the Non-U.S. Patents in any
other or subsequent matter. For avoidance of doubt, neither SANOFI nor IMCLONE
is making any warranty or any  Confidential Treatment
has been requested with respect to certain portions.  3


covenant with respect to the validity or
enforceability of any of the All Patents and shall have no cause of action in
case any of those patents is invalidated through no act of SANOFI or IMCLONE.  (b)           IMCLONE
and SANOFI are hereby enjoined and restrained from challenging the validity or
enforceability of any or all All Patents and from supporting or assisting
others in challenging such validity or enforceability, and consent to such
injunction and restraint.  4.Patent License.  (a)Subject to the rights previously granted
by YEDA to Merck outside the U.S. relating to Erbitux® and worldwide relating
to EMD72000, in each case pursuant to the Merck Agreement, but in any event not
with respect to IMC-11F8: YEDA hereby grants to IMCLONE from and after the Closing
Date an exclusive license for monetary consideration, with the right to
sublicense [**] (in accordance with the terms set forth in Paragraph 4(b)),
under All Patents to make, have made, use, sell, offer for sale and import cetuximab
(IMC-C225) (Erbitux®), IMC-11F8 and all product incorporating the humanized
antibody of Merck, EMD72000 (EMD72000), (collectively referred to as Licensed
Products), but in any event Licensed Products shall not include panitumumab
(Vectibix®), nimotuzumab or HuMax-EGFr, which license shall be worldwide for
Erbitux® and IMC-11F8, and only outside the United States and Canada for
EMD72000.  (b)IMCLONE shall have the right to grant
sublicenses under All Patents solely with respect to Licensed Products (Sublicenses),
provided that each Sublicense granted by IMCLONE shall contain terms set forth
on Exhibit A and shall extend to YEDA auditing rights of the sublicensee
consistent with those contained in Paragraph 5(j). Within thirty (30) days
after execution of each Sublicense, IMCLONE shall notify YEDA of the existence
of such Sublicense together with providing a redacted version of the
Sublicense, with such redactions having been made in such a manner as to permit
YEDA to ascertain payments due to it, the identity of the sublicensee, the
identity of the Licensed Product and compliance with the sublicensing terms and
conditions set forth in this Paragraph 4(b). In the event of an audit pursuant
to Paragraph 5(j), IMCLONE shall also make available to YEDA on a confidential basis
an unredacted copy of each such Sublicense. IMCLONE shall remain responsible
for the full and complete performance of all of IMCLONEs obligations and
duties under this Settlement Agreement as well as those of any sublicensees of
IMCLONE, whose actions under each Sublicense shall be deemed to be those of
IMCLONE, and whose default under the Sublicense shall not relieve IMCLONE of
any obligations under this Settlement Agreement. Notwithstanding the foregoing,
this subsection (b) shall not apply with respect to the IMCLONE-BMS
Agreement or the IMCLONE-Merck Agreement or any of the sublicences granted
thereunder.  (c)YEDA shall not contest (i) the
rights granted under All Patents for Licensed Products (A) by IMCLONE in
the Development, Promotion, Distribution & Supply Agreement (the IMCLONE-BMS
Agreement) among E.R. Squibb & Sons, LLC, Bristol-Myers Squibb
Company (collectively, BMS) and IMCLONE, and the Development and License
Agreement (the IMCLONE-Merck Agreement) between IMCLONE and Merck, (B)  Confidential Treatment has
been requested with respect to certain portions.  4


all
further sublicenses granted under such agreements, and (C) such grants of
such rights by IMCLONE, and that as a consequence, BMS and Merck have the
rights under All Patents that are provided under those agreements. In no event
shall BMS or Merck have rights as sublicensees of IMCLONE broader than the
rights granted to IMCLONE under Paragraph 4(a).  5.Settlement Payments.  (a)On or before December 10, 2007, IMCLONE
shall pay YEDA by wire transfer to the account listed below in Paragraph 5(g),
a single lump sum payment of Sixty Million United States Dollars
(US$60,000,000).  (b)On or before December 14, 2007, SANOFI
will pay YEDA by wire transfer to the account listed below in Paragraph 5(g), a
single lump sum payment of Sixty Million United States Dollars (US$60,000,000).  (c)Contingent
Payment Obligation.During the Contingent Payment Term,
IMCLONE shall pay to YEDA contingent payment amounts based on the following
rates for Net Sales (as defined below) of Licensed Products by IMCLONE or its sublicensees
and other amounts received in connection with Licensed Products, on a
country-by-country basis:  (i)for Erbitux®, a rate of [**] on Net Sales
of Erbitux® in the U.S. (including its territories and possessions) and Canada and
[**] on Net Sales of Erbitux® outside the U.S. and Canada;  (ii)for IMC-11F8, [**]; and  (iii)for
EMD72000, [**].  The
Parties acknowledge that it would be impractical to calculate contingent
payments based solely on sales of Licensed Products that are used in connection
with anti-neoplastic agents and as such for convenience have adopted a
contingent payment arrangement based on sales of all Licensed Products, whether
or not sold in connection with or instructed for use in connection with
anti-neoplastic agents. They agree and acknowledge that the above contingent
payments have been reduced with the intent to reflect the value of All Patent
Rights and are not an attempt to collect contingent payments for activities not
covered by All Patent Rights.  For
purposes of this Settlement Agreement, Net Sales with respect to particular
Licensed Product(s), shall mean [**]  (d)Contingent
Payment Term.IMCLONEs obligation to pay contingent
payments on Net Sales of Licensed Products shall commence around the world on October 1,
2007, and shall expire in the United States and its territories and possessions
and Canada on January 17, 2017 (however, in the event there is a patent
extension of the 866 Patent, such date shall expire in the United States and
its territories and possessions and Canada on February 12, 2018) and
everywhere else in the world on September 15, 2014 (the Contingent
Payment Term).  Confidential Treatment has
been requested with respect to certain portions.  5


(e)Contingent
Payments.  During the Contingent Payment Term, IMCLONE
shall prepare and deliver to YEDA:  (i)within sixty (60) days of the end of each
calendar quarter, a report broken down by country of sale, currency and
identity of seller (i.e., either IMCLONE or its sublicensee) that: (a) lists
gross and net sales of each Licensed Product; and (b) details any
deductions included in the calculation of Net Sales in accordance with the
breakdown of deductions set forth in Paragraph 5(c); and  (ii)within thirty (30) days after a request
from YEDA, complete copies of any contingent payment reports or records
submitted to IMCLONE by its sublicensees with respect to Licensed Products.  The
relevant payments shall be made at the same time as the aforedescribed report
in subsection (e)(i) above. Interest shall accrue on payments made more
than sixty (60) days after such payments were due. Such interest will be
calculated using an arithmetic average of the daily fixings for the three-month
London InterBank Offering Rate (LIBOR) as reported by the British Bankers
Association for the calendar quarters in which the payments were due plus [**].
IMCLONE shall use reasonable efforts in detailing the breakdown of deductions,
provided, however, that the mischaracterization of any deduction(s) shall
not affect IMCLONEs right to claim such deduction(s) in accordance with
the definition of Net Sales hereunder.  (f)The payments set forth in Paragraphs 5(a)-5(c) will
be net amounts and not subject to withholding or offset of any kind.  (g)YEDA bank account for payments:  Bank
  Name:[**]
  Name
  on Account:Yeda Research and Development Co. Ltd.[**]  (h)U.S. Dollars. 
All payments to be made under this Settlement Agreement shall be made in
United States Dollars by wire transfer as designated by YEDA, or by such other
method as YEDA shall reasonably notify IMCLONE from time to time.  (i)Currency Conversion. Net Sales received in currencies other
than U.S. dollars shall be converted into the U.S. dollar equivalent using an
arithmetic average rate of exchange for buying funds as reported in Bloomberg
Professional, a service of Bloomberg L.P., for the calendar quarter in which
such Net Sales were made, or in the event Bloomberg Professional is not
available then the Wall Street Journal for the currency of the country in which
the sale is made.  Confidential Treatment has
been requested with respect to certain portions.  6


(j)IMCLONE and its affiliates to which
IMCLONE grants a Sublicense under this Settlement Agreement shall keep complete
and accurate records of the underlying revenue and expense data relating to the
calculations of Net Sales and payments required by Paragraph 5(e) for no
less than [**] years after the relevant sales occurred. YEDA shall have the
right, once annually at its own expense, to review any such accounting records
of IMCLONE (including, without limitation, unredacted copies of each
Sublicense) in a single location upon reasonable notice (which shall be no less
than twenty (20) days prior written notice) and during regular business hours
and under obligations of strict confidence, for the sole purpose of verifying
the basis and accuracy of payments made under Paragraph 5(e). Should such
inspection lead to the discovery of a discrepancy to YEDAs detriment in an
annual period, IMCLONE shall pay the amount of the discrepancy, and in the
event of an overpayment, IMCLONE shall have the right to apply such overpayment
against future payments due hereunder to YEDA or, if there is no such future
payment obligation of IMCLONE, then YEDA shall promptly refund the amount of
such overpayment to IMCLONE. YEDA shall pay the full cost of the inspection
unless the validated discrepancy for any period audited is, to YEDAs
detriment, greater than [**] of the total amount due to be paid to YEDA for the
period audited, in which case IMCLONE shall pay the full cost of such
inspection and interest on the amount due in excess of the amount actually
paid. Interest will be calculated using an arithmetic average of the daily
fixings for the three-month London InterBank Offering Rate (LIBOR) as reported
by the British Bankers Association for the calendar quarters in which the
payments were due plus [**]. YEDA shall further have the right to cause IMCLONE
to exercise its right to audit royalty payments to be made by sublicensees with
respect to Licensed Products. YEDA shall pay the full cost of the audit so
caused unless the discrepancy for any period audited is greater than [**] of
the total amount due to be paid to IMCLONE for the period audited, in which
case the sublicensee or IMCLONE shall pay the full cost of such inspection and
interest on the amount due in excess of the amount actually paid. Within
fifteen (15) days after receiving such report from the entity conducting the
audit (whether or not at the request of YEDA), IMCLONE will provide YEDA a
complete copy of any final audit report obtained from auditing IMCLONEs sublicensees.
For the avoidance of doubt, the delivery of any such report to YEDA shall not
constitute a waiver of any right or privilege of IMCLONE and/or its
representatives.  6.Immediate Stay;  Dismissal of All Litigation Matters. 
As of the Execution Date, the Parties shall jointly through their
respective counsel execute and file such documents as necessary to immediately
stay All Litigation Matters.  Within five
(5) business days after the settlement payments are made in accordance
with Paragraphs 5(a) and 5(b) above, the Parties shall jointly
through their respective counsel: (a) execute and file papers to withdraw
the pending appeal in the X Action; (b) cause SANOFI to intervene in the Y
Action on consent for the limited purpose of enforcing this Settlement
Agreement; (c) execute and file stipulated orders of dismissal and final
decision that dismiss and finally resolve the Y Action with prejudice and
without costs to any Party, where such stipulated orders shall also provide
that the Southern District of New York will retain jurisdiction over the
Parties and the subject matter of All Litigation Matters in order to enforce
the terms of this Settlement Agreement if necessary and that this Settlement
Agreement is a binding obligation of each Party hereto; and (d) execute
and file appropriate documents for each jurisdiction outside of the United
States where there is ongoing litigation under any of the All Litigation
Matters, to discontinue such litigation and enter judgment by consent without
costs to any Party, except that the foregoing dismissal and the following
releases shall not prejudice YEDAs right to recover its legal costs in the UK
Action.  Confidential Treatment has
been requested with respect to certain portions.  7


7.Release by YEDA.  Effective
as of the Closing Date, under this Settlement Agreement, YEDA hereby forever
releases and fully discharges each of IMCLONE and SANOFI, as well as each of
their affiliates and with respect to IMCLONE, BMS and Merck (in their capacity
as sublicensees of IMCLONE), and each of their respective successors and
assigns, and the present or former officers, directors, agents, and employees
of any of them (in their capacities as such) (collectively, the YEDA-Released
Parties) from any and all actions, causes of action, suits, debts due, sums of
monies, covenants, contracts, controversies, agreements, promises, trespasses,
damages, judgments, claims, demands whatsoever, in law or in equity, whether in
tort or contract or otherwise, known or unknown, suspected or unsuspected,
which YEDA , as well as each of its affiliates (including, for the avoidance of
doubt, the Weizmann Institute of Science (the Institute)) and their
successors and assigns or, to the extent YEDA has the power to grant releases
hereunder, their present or former officers, directors, partners, members or
employees, in their capacities as such, ever had or now has against any of the
YEDA-Released Parties for, upon, or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the Effective Date arising under
or relating in any way to (i) All Litigation Matters (or the facts
asserted in such All Litigation Matters by the Parties therein) or (ii) any
of the All Patents.  For the avoidance of
doubt, YEDA does not release Merck in any regard with respect to the Patent
License Agreement between Merck and YEDA. 
YEDA shall fully indemnify and hold harmless the YEDA-Released Parties
against any such claim except with respect to any claim by Joseph Schlessinger,
Francoise Bellot, Richard Kris and David Givol.  8.Release by IMCLONE.  Effective
as of the Closing Date, under this Settlement Agreement, IMCLONE hereby fully
and forever releases and fully discharges each of YEDA and SANOFI, as well as,
each of their affiliates and with respect to YEDA, Merck and Amgen (in their
capacity as sublicensees of YEDA) and each of their respective successors, and
assigns, and the present or former officers, directors, agents, and employees
of any of them (in their capacities as such) (including, with respect to YEDA
and for the avoidance of doubt, the Institute and Weizmann Inventors)
(collectively, the IMCLONE Released Parties) from any and all claims, causes
of action, suits, debts due, sums of monies, covenants, contracts,
controversies, agreements, promises, trespasses, damages, judgments, claims,
demands whatsoever, in law or equity, whether in tort or contract or otherwise,
known or unknown, suspected or unsuspected, which IMCLONE, as well as each of
its affiliates, or their present or former officers, directors, partners,
members, employees, successors and assigns, in their capacities as such, ever
had or now has against any of the IMCLONE Released Parties for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the Effective Date arising under or relating in any way to (i) All
Litigation Matters (or the facts asserted in such All Litigation Matters by the
Parties therein) or (ii) any of the All Patents.  For the avoidance of doubt, IMCLONE does not
release Merck in any regard with respect to the IMCLONE-Merck Agreement.  9.Release by SANOFI.  Effective
as of the Closing Date, under this Settlement Agreement, SANOFI hereby fully
and forever releases and fully discharges each of YEDA and IMCLONE, as well as,
each of their affiliates and with respect to IMCLONE, BMS and Merck (in their
capacity as sublicensees of IMCLONE) and with respect to YEDA, Merck and Amgen
(in their capacity as sublicensees of YEDA) and each of their respective
successors, and assigns, and the present or former officers, directors, agents,
and employees of any of them (in their  Confidential Treatment
has been requested with respect to certain portions.  8


capacities as such) (including, with respect to YEDA
and for the avoidance of doubt, the Institute and Weizmann Inventors)
(collectively, the SANOFI Released Parties) from any and all claims, causes
of action, suits, debts due, sums of monies, covenants, contracts,
controversies, agreements, promises, trespasses, damages, judgments, claims,
demands whatsoever, in law or equity, whether in tort or contract or otherwise,
known or unknown, suspected or unsuspected, which SANOFI, as well as each of
its affiliates, or their present or former officers, directors, partners,
members, employees, successors and assigns, in their capacities as such, ever
had or now has against any of the SANOFI Released Parties for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the Effective Date arising under or relating in any way to (i) All
Litigation Matters (or the facts asserted in such All Litigation Matters by the
Parties therein) or (ii) any of the All Patents.  10.Release of Future Obligations.Nothing in Paragraphs 7-9 (inclusive) shall operate as a release of the Parties
obligations or covenants under this Settlement Agreement, or with respect to
any agreements signed by or among the Parties contemporaneously herewith.  11.No Admission of Wrongdoing. 
The Parties expressly acknowledge that this Settlement Agreement
represents a settlement of disputed rights and claims.  Nothing in the terms of this Settlement
Agreement or in its execution shall be construed as an admission of liability
or wrongdoing as to any matter by the Parties hereto.  IMCLONE and SANOFI affirmatively deny the
allegations of the other Parties with respect to the X Action, and YEDA
affirmatively denies the allegations of the other Parties with respect to the X
Action.  YEDA affirmatively denies the
allegations of the other Parties with respect to the Y Action, and IMCLONE
affirmatively denies the allegations of the other Parties with respect to the Y
Action.  12.Confidentiality.  Without
limiting the Parties obligations under the Protective Order endorsed by Judge
Buchwald on June 29, 2004 in the X Action, the Stipulation and Order
Regarding the Use of Confidential Information endorsed by Judge Buchwald on September 6,
2007 in the X Action or the Protective Order endorsed by Judge Buchwald on July 24,
2007 in the Y Action, any non-public technical or business related information
or materials which any Party hereto may disclose to any other shall be treated
as confidential to the extent permitted by law. 
Written confidential information shall be identified as confidential
information.  Non-written confidential
information shall be reduced to writing and identified as confidential
information by the disclosing Party within forty-five (45) days of
disclosure.  Confidential information and
materials shall be maintained in confidence by the receiving Parties and shall
not be disclosed to any third party without prior written consent of the
disclosing Party, other than as contemplated by the terms of this Settlement
Agreement.  This obligation of
confidentiality shall not apply to information which:  (a)is publicly known prior to the disclosure
through no fault of the receiving Parties;  (b)becomes publicly known subsequent to
disclosure through no fault of the receiving Parties;  (c)is lawfully disclosed to the receiving Parties
by a third party who is not obligated to retain such information in confidence;  Confidential Treatment has
been requested with respect to certain portions.  9


(d)is in the receiving Parties possession
prior to disclosure as shown by reasonable proof; or  (e)lawfully becomes publicly known following
disclosure to a government patent agency in connection with the prosecution of
any All Patent or a regulatory agency responsible for the approval of
therapeutic products.  If any
subpoena or court order shall require the disclosure of confidential
information by way of document production and/or testimony, each Party shall
give the Party whose confidential information is at issue and its attorneys
reasonable and practicable prior written notice such that the noticed Party has
an opportunity to intervene and oppose the disclosure of such confidential
information.  The Parties agree to take
all reasonable measures to ensure that any confidential information sought by
any subpoena or court order is kept confidential until the objecting Partys
opposition to the disclosure is considered and resolved by the Court or other
relevant governing authority.  This
provision shall survive expiration, termination and/or satisfaction of the
terms of this Settlement Agreement. 
Nothing herein shall preclude the Parties from disclosing such
information as required by law or to their officers, directors, accountants
and/or tax advisors, sublicensees or other agents, on a need-to-know basis,
provided such persons comply with the confidentiality requirements of this
Settlement Agreement.  Except as
permitted herein, the Parties shall not offer in evidence or in any way refer
to in any civil, criminal, administrative or other action or proceeding, any of
the confidential information other than as may be necessary to consummate or
enforce this Settlement Agreement.  13.Representations, Warranties and Covenants of the
Parties.  The Parties hereby represent, warrant and
agree, as of the Closing Date, as follows:  (a)YEDA represents and warrants that it has granted
no licenses under All Patents that would preclude or restrict the license
granted in Paragraph 4 above.  EXCEPT AS
SPECIFICALLY SET FORTH IN THIS PARAGRAPH 13(a), NOTHING IN THIS SETTLEMENT AGREEMENT
SHALL BE CONSTRUED AS:  (i)A WARRANTY OR REPRESENTATION BY YEDA AS
TO THE VALIDITY OR SCOPE OF ANY PATENT OR APPLICATION THEREFOR;  (ii)A WARRANTY OR REPRESENTATION THAT ANY
MANUFACTURE, SALE, USE OR OTHER DISPOSITION OF LICENSED PRODUCTS HEREUNDER WILL
BE FREE FROM INFRINGEMENT OF PATENTS AND APPLICATIONS THEREFOR OTHER THAN THOSE
UNDER WHICH LICENSES, RIGHTS AND PRIVILEGES HAVE BEEN GRANTED;  (iii)AN
AGREEMENT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR
INFRINGEMENT OR CONFERRING ANY RIGHT TO BRING OR PROSECUTE ACTIONS OR SUITS
AGAINST THIRD PARTIES FOR INFRINGEMENT;  Confidential Treatment has
been requested with respect to certain portions.  10


(iv)CONFERRING BY IMPLICATION, ESTOPPEL OR
OTHERWISE, UPON ANY PARTY LICENSED HEREUNDER, ANY LICENSE, RIGHT OR PRIVILEGE
UNDER ANY PATENT OR APPLICATIONS THEREFOR EXCEPT THE LICENSES, RIGHTS AND
PRIVILEGES EXPRESSLY GRANTED HEREUNDER; OR  (v)AN OBLIGATION TO FURNISH ANY TECHNICAL
INFORMATION OR KNOW-HOW.  (b)Each Party represents and warrants that
it has relied upon its own judgment and that of its own legal counsel regarding
the proper, complete, and agreed-upon consideration for, and the terms and
provisions of, this Settlement Agreement and that no Party has relied on any
representation or warranty (express or implied) made by any other Party or any
of its agents, employees or legal counsel, other than as expressly set forth in
this Settlement Agreement, in entering into this Settlement Agreement.  (c)This Settlement Agreement has been duly
executed and delivered on behalf of each Party and constitutes a legal, valid
and binding obligation of each Party and is enforceable against it in
accordance with its terms subject to the effects of bankruptcy, insolvency or
other laws of general application affecting the enforcement of creditor rights
and judicial principles affecting the availability of specific performance and
general principles of equity, whether enforceability is considered a proceeding
at law or equity.  14.Indemnification and Limitation of
Liability.  (a)Indemnification
by IMCLONE.IMCLONE hereby agrees to defend,
hold harmless and indemnify YEDA, the Institute and their affiliates,
directors, officers and employees and the YEDA inventors of the All Patents
(such inventors being referred to as the YEDA Inventors, and all the
foregoing persons being referred to collectively as the YEDA Indemnitees)
from and against any and all claims, demands, liabilities, costs, fees,
damages, expenses and/or losses, including without limitation, reasonable legal
costs, expenses and attorneys fees for outside counsel (collectively, Losses)
resulting directly or indirectly from claims, suits, actions or demands by any person
or entity arising out of IMCLONEs or its sublicensees making, using, selling,
offering for sale and/or importing Licensed Products and/or the granting of
Sublicenses.  (b)Disclaimer of Liability.In
no event shall any of the YEDA Indemnitees be liable for any Losses caused to
or suffered by any person or entity (including IMCLONE or any sublicensee) that
directly or indirectly arise out of or result from (i) claims of infringement
of the patents of any third party as a resultof IMCLONEs practice of All
Patents; (ii) making, using, selling, offering for sale and/or importing
of Licensed Products by IMCLONE or any sublicensee; (iii) the grant by
IMCLONE of any Sublicense; or (iv) the use by any customer of the Licensed
Products manufactured or sold by or on behalf of IMCLONE or any of its sublicensees;
provided, however, YEDA Indemnitees shall not be released from liability
pursuant to this Paragraph 14(b) to the extent any such Losses arise out
of or result from the gross negligence or willful misconduct of YEDA or any of
the YEDA Indemnitees.  Confidential
Treatment has been requested with respect to certain portions.  11


(c)Insurance.Within thirty (30) days after the Closing
Date, IMCLONE shall at its own expense procure and maintain during the entire
periodthat the
license under Paragraph 4 is in force in any country, plus an additional period
of seven (7) years, an insurance policy/policies (including products
liability and general liability insurance) adequate to cover its obligations
hereunder and which is/are consistent with normal business practices of prudent
companies similarly situated. Such insurance shall include a waiver of
subrogation in favor of the Yeda Indemnitees, to the extent Yeda is not liable
for any Losses under Paragraph 14(b). Upon request by YEDA, IMCLONE shall
provide certificates of insurance evidencing the insurance policies and
additional insured status as required under this Settlement Agreement.  (d)Separate Obligations.  No obligation of either IMCLONE or SANOFI is
a joint obligation and the breach by any one of them shall not be considered a
breach by the other; IMCLONE and SANOFI are each responsible only for their own
commitments.  For the avoidance of doubt,
the release of SANOFI by YEDA is not dependent or conditional on IMCLONEs
performance under this Settlement Agreement or its license with YEDA. With
respect to the license rights granted IMCLONE by YEDA and the financial and
other terms and conditions set forth in this Settlement Agreement relating
thereto, IMCLONE and YEDA shall have the right tomodify or amend (or consent to modification or
amendment of) or terminate any and all such rights, terms and conditions asIMCLONE and
YEDA may agree from time to time in writing without any notice to or obtaining
the consent of SANOFI.  15.Publicity. 
The Parties agree that no publicity release or announcement to third
parties concerning the provisions contemplated herein will be issued without
the advance written consent of the other Parties. Notwithstanding anything in
this Paragraph, and Paragraph 12 to the contrary, each Party may make filings
or disclosures that are required by applicable laws (as determined to be so
required by outside counsel for the disclosing Party), including filings or
disclosures required by or to the Securities and Exchange Commission (and any
other applicable securities exchanges) that discuss the subject matter of this
Settlement Agreement or otherwise make reference to other Parties consistent
with the terms of this Settlement Agreement; provided, however, that such
disclosing Party provides the other Parties with no less than five (5) business
days (except any filings with the Securities and Exchange Commission which
require filing within a period less than (5) business days) to review and
comment on such filings, or the relevant portions thereof, pertaining to the
provisions contemplated herein, and the other Parties do not unreasonably
reject the incorporation of such comments into such filings; provided further,
however, that the disclosing Party will agree to make a confidential treatment
request with the Securities and Exchange Commission in order to request the
redaction of any confidential information of the other Parties that, in the
opinion of such disclosing Partys outside counsel, is not required by
applicable laws from such filings or disclosures; provided further, however,
that, the disclosing Party will use commercially reasonable efforts to obtain
confidential treatment by such security exchanges with respect thereto;
provided further, however, that IMCLONE shall be authorized to release the
press release attached hereto as Exhibit B upon the execution of this
Settlement Agreement. In addition, YEDA may, in its sole discretion, disclose
this Settlement Agreement with financial terms redacted to current or
prospective licensees under All Patents under the same terms of confidentiality
as provided for hereunder.  Confidential Treatment has
been requested with respect to certain portions.  12


16.Attorneys Fees and Costs. 
Except to the extent provided in Paragraph 6 above, the Parties shall
bear their own respective attorneys fees and costs.  17.Entire Agreement.  This
Settlement Agreement and the stipulations of dismissals filed by the Parties in
connection herewith, constitutes the entire, complete and integrated agreement
and understanding made among the three Parties hereto regarding the subject
matter hereof.  Any other express or
implied agreements and understandings among the three Parties hereto, either
oral or written, with regard to the subject matter hereof, are superseded by
the terms of this Settlement Agreement, along with the stipulations of
dismissals filed by the Parties in connection herewith. The Parties shall
confirm the accuracy of Schedules 1 and 2 within ten (10) days following
the Execution Date.  18.Force Majeure. 
No Party shall be responsible or liable to the other for failure or
delay in performance of this Settlement Agreement due to any war, fire,
accident or other casualty or any changes in government laws or regulations,
labor disturbance or acts of God, or any other contingency beyond the Partys
reasonable control. In the event of the applicability of this Paragraph 18, the
Party affected by such force majeure shall use its best efforts to eliminate,
cure, and overcome any of such causes and resume performance of its
obligations.  19.Headings.  The captions
to the Paragraphs hereof are not a part of this Agreement, but are merely for
convenience to assist in locating and reading the Paragraphs hereof.  20.Interpretive Rules. 
For the purpose of this Settlement Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires: (a) defined
terms include the plural as well as the singular and the use of any gender
shall be deemed to include the other gender; (b) the use of the term including
means including but not limited to; and (c) the words herein, hereof,
hereunder and other words of similar import refer to this Settlement
Agreement in whole and not to any particular provision.  21.No Waiver.The failure of either Party to assert a right
hereunder or to insist upon compliance with any term or condition of this
Settlement Agreement shall not constitute a waiver of that right or excuse a
similar subsequent failure to perform any such term or condition by the other
Party.  22.Further Assurances. 
All Parties hereto agree, without charge, to promptly execute and
deliver such further instruments and do and cause to be done such further acts
and things, including the filing of such assignments, agreements, documents,
registrations and instruments, as may be necessary or as a Party may reasonably
request in order to perfect any assignment or other transfer or any properties
or rights contemplated hereunder and otherwise cooperate with the other Parties
as may be reasonably necessary or desirable to effect the purpose of this
Settlement Agreement and carry out its provisions.  23.Assignment and
Successors.No Party may assign or transfer
this Settlement Agreement or any rights or obligations hereunder without the
prior written consent of the other parties, except that YEDA may freely assign
its right to receive payments under this Settlement Agreement and any Party may
make such an assignment or assumption without the other parties consent to an
entity that acquires all or substantially all of the business of such Party,
whether in  Confidential Treatment has
been requested with respect to certain portions.  13


a
merger, consolidation, corporate or bankruptcy reorganization, acquisition,
sale or otherwise. Any assignment or attempted assignment by either Party in
violation of the terms of this Paragraph 23 shall be null and void and of no
legal effect. The assigning Party shall forward to the other parties a copy of
those portions of each fully executed assignment agreement which relate to the
assumption of the rights and responsibilities of the assigning Party, within
sixty (60) days of the execution of such assignment agreement.This Settlement
Agreement is binding upon, and shall inure to the benefit of, the Parties and
their respective affiliates, subsidiaries and each of their employees,
officers, directors, agents, successors and assigns.  24.Governing Law. 
This Settlement Agreement shall be construed, governed, applied and interpreted
in accordance with the laws of the State of New York, notwithstanding any
conflict of laws analysis, except that questions affecting the construction and
effect of any patent shall be determined by the patent law of the country in
which such patent was granted. All claims hereunder shall be resolved
exclusively in the United States District Court for the Southern District of
New York (which is retaining jurisdiction to enforce this Settlement
Agreement).  25.Amendments.This Settlement Agreement may be amended, or any term
hereof modified, only by a written instrument duly executed by authorized
representatives of all Parties hereto.  26.Severability.If any one or more of the provisions contained in this
Settlement Agreement is held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.  In the event that the absence of the
invalidated provision(s) adversely affects the substantive rights of the
Parties, the Parties shall use their best efforts to replace the invalid,
illegal or unenforceable provision(s) with valid, legal and enforceable
provision(s) which, as much as legally possible, implement the purposes of
this Settlement Agreement as originally written.  To the extent permitted by applicable law,
IMCLONE, SANOFI, and YEDA hereby waive any provision of law that would render
any provision hereof prohibited or unenforceable in any respect.  27.Notices.  Any notices
given hereunder shall be sent by overnight mail (confirmed receipt), facsimile
(confirmed receipt), or personally delivered as follows:  If to IMCLONE:
  
  With a copy to:ImClone Systems
  Incorporated
  33 ImClone Drive
  Branchburg, NJ 08876
  Attention: General Counsel
  Tel:(908)
  218-9588
  Fax: (908) 704-2719  Confidential Treatment
has been requested with respect to certain portions.  14


If to SANOFI:
  
  With a copy to:Aventis
  Pharmaceuticals, Inc.
  55 Corporate Drive
  Bridgewater, NJ 08807
  Attention: President
  Tel:(908)
  981-6400
  Fax: (908) 981-6405
  
  Proskauer
  Rose LLP
  1585 Broadway
  New York, New York 10036-8299
  Attention: Bruce Fader, Esq.
  Tel: (212) 969-3415
  Fax: (212) 969-2900If to YEDA:
  
  With a copy to:Yeda
  Research and Development Co. Ltd.
  Post Office Box 95
  Rehovot 76100 Israel
  Attention: CEO
  Tel: +972-8-947-0617
  Fax: +972-8-947-0739
  
  Weil
  Gotshal & Manges LLP
  767 5th Avenue
  New York, NY 10153
  Attention: Nicholas Groombridge, Esq.
  Tel:(212)
  310-8000
  Fax:(212)
  310-8007  28.Construction.Neither this Settlement Agreement nor any
provision in this Settlement Agreement shall be construed for or against any
Party because the Settlement Agreement as a whole, or any provision of this Settlement
Agreement, was requested or drafted by such Party.  Neither this Settlement Agreement nor any
provision in this Settlement Agreement nor evidence of any negotiations in
connection with it or them shall be offered or received in evidence or used in
any way in any action or proceeding between the Parties except to enforce the
terms and provisions hereof.  29.Advice of Counsel. 
The Parties hereby acknowledge that they have read this Settlement
Agreement and have had an opportunity to obtain advice of counsel in connection
with the review, drafting and negotiation of this Settlement Agreement.  30.365(n).  All rights
and licenses granted to IMCLONE by YEDA under or pursuant to any section of
this Settlement Agreement are and shall otherwise be deemed to be for purposes
of Section 365(n) of Title 11, United States Code (the Bankruptcy
Code) licenses of rights to intellectual property as defined in Section 101(56)
of the Bankruptcy Code.  IMCLONE shall
retain and may fully exercise all of their respective rights and elections
under the Bankruptcy Code.  Upon the
bankruptcy of YEDA, IMCLONE shall further be entitled to a complete duplicate
of, or complete access to all documents embodying, any such intellectual
property or relating to obtaining protection of or maintaining same, and such,
if not already in its possession, shall be promptly delivered to YEDA, unless
the bankrupt party elects to continue, and continues, to perform all of its
obligations under this Settlement Agreement.  31.Execution and Counterparts. 
This Settlement Agreement may be executed in any number of counterparts,
each of which, when executed and delivered, shall be deemed an original, but
all of which together shall constitute one and the same instrument.  Any signatory hereto may indicate acceptance
of this Settlement Agreement with a facsimile signature or PDF copy, provided
that an original signature is provided to all other Parties thereafter.  The terms set forth herein will become effective
and binding upon the Parties once this Settlement Agreement has been fully and
duly executed.  Confidential Treatment has
been requested with respect to certain portions.  15


*  *  *  Confidential
Treatment has been requested with respect to certain portions.  16


THE
SIGNATORIES HERETO DECLARE THAT THEY ARE DULY AUTHORIZED TO EXECUTE THIS
AGREEMENT ON BEHALF OF THEIR RESPECTIVE ORGANIZATIONS, THE TERMS OF THIS
AGREEMENT HAVE BEEN FULLY UNDERSTOOD, AND ARE VOLUNTARILY ACCEPTED FOR THE
PURPOSE OF MAKING A FULL AND FINAL COMPROMISE AND SETTLEMENT.  IN
WITNESS WHEREOF, the Parties have executed this Settlement
Agreement:  IMCLONE
  SYSTEMS INCORPORATEDBy:Name:Title:Date:     
  December 7, 2007AVENTIS
  PHARMACEUTICALS, INC.By:Name:Title:Date:     
  December 7, 2007AVENTIS,
  INC.By:Name:Title:Date:     
  December 7, 2007  Confidential Treatment
has been requested with respect to certain portions.  17


AVENTIS
  HOLDINGS INC.By:Name:Title:Date:     
  December 7, 2007YEDA
  RESEARCH AND DEVELOPMENT CO. LTD.By:Name:Title:Date:     
  December 7, 2007  Confidential Treatment has been requested with respect
to certain portions.  18


SCHEDULE 1  Non-US Patents  [**]


SCHEDULE 2  Non-US Countries  [**]  Confidential Treatment has been requested with respect
to certain portions.  20


EXHIBIT A  Sublicensing Terms  [**]  Confidential Treatment has been requested with respect
to certain portions.


EXHIBIT B  Press Release  Confidential Treatment has been requested with respect
to certain portions.