Exhibit
10.41  [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.]  AMENDED AND RESTATED LICENSE AGREEMENT   by and between   AVENTIS HOLDINGS, INC.   and   IMCLONE SYSTEMS INCORPORATED   Dated December 7, 2007


TABLE OF CONTENTS  Article No.
  
  Title
  
  PageRECITALS
  
  2DEFINITIONS
  
  21.
  
  LICENSE AND
  SUBLICENSES
  
  42.
  
  DUE
  DILIGENCE
  
  43.
  
  FEES AND
  ROYALTIES
  
  43.
  
  FEES AND
  ROYALTIES
  
  65.
  
  PATENT
  PROTECTION
  
  76.
  
  TERMINATION
  
  77.
  
  REPRESENTATIONS
  AND WARRANTIES
  
  88.
  
  INFRINGEMENT
  
  89.
  
  PRODUCT
  LIABILITY
  
  910.
  
  ASSIGNMENT
  
  911.
  
  NON-USE OF
  NAMES
  
  1012.
  
  PAYMENTS,
  NOTICES AND OTHER COMMUNICATIONS
  
  1013.
  
  CONFIDENTIALITY
  
  1014.
  
  MISCELLANEOUS
  PROVISIONS
  
  11  Confidential Treatment Requested by ImClone Systems Incorporated


AMENDED AND RESTATED LICENSE AGREEMENT  This
Amended and Restated License Agreement (this Agreement) is entered into and
effective as of December 7, 2007 (the Effective Date) by and between AVENTIS
HOLDINGS, INC., a corporation duly organized and existing under the laws of
Delaware and having its principal office at 3711 Kennett Pike, Suite 200,
Greenville, Delaware 19807 (hereinafter referred to as AVENTIS), and 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).  WITNESSETH  WHEREAS,Rhône Poulenc
Rorer Inc. (RPR)and IMCLONE have been parties to that
certain License Agreement entered into as of June 13, 1994 (the License
Agreement);  WHEREAS, RPR through a series of intercompany
agreements has assigned to AVENTIS the License Agreement since April 5,
2004;  WHEREAS,
AVENTIS and IMCLONE desire to amend the License Agreement and to restate the
same in its entirety, as provided in this Agreement;  WHEREAS,
Yeda Research and Development Co. Ltd. (YEDA) has initiated legal proceedings
in several countries seeking to change the inventorship and/or ownership of
certain of the U.S. and Non-U.S. Patents and Patent Applications assigned to
RPR (the Inventorship and Ownership Proceedings);  WHEREAS,
IMCLONE, Aventis and YEDA have reached an agreement settling the Inventorship
and Ownership Proceedings (the Three-Way Settlement)  WHEREAS,
IMCLONE desires to manufacture, use and sell products which include the use of
the Know-how and are covered by the claims of the Patent Rights, and is willing
to expend its good faith efforts and resources to do so in return for an
exclusive license by AVENTIS to whatever rights remain in AVENTIS after
implementation of the Three-Way Settlement.  NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereto, intending to be legally bound, agree as follows:  DEFINITIONS  For the
purposes of this Agreement, the following words and phrases shall have the
following meanings:  Confidential Treatment Requested by ImClone
Systems Incorporated  2


Affiliate
shall mean any corporation, company or other entity which directly or
indirectly controls or is controlled by, or is under common control with,
IMCLONE or AVENTIS.  AVENTIS
shall mean AVENTIS and any subsidiary or Affiliate of AVENTIS.  Commercial
Sale shall mean the sale for its intended use of a Licensed Product(s) to
a third party which is not an Affiliate.  Erbitux®
shall mean cetuximab (IMC-C225, and marketed as Erbitux®).  IMCLONE
shall mean IMCLONE and any subsidiary or Affiliate of IMCLONE.  Know-how
means AVENTIS owned or licensed information and materials useful for the
manufacture, use, regulatory approval of, or sale of the Licensed Product.  Licensed
Product(s) shall mean Erbitux®, IMC-11F8 and matuzumab (EMD-72000) as well as
all derivatives, analogs, fragments, improvements, conjugates and
bioequivalents of any of the foregoing.  Net
Sales, with respect to particular Licensed Product(s), shall mean the gross
amount received by IMCLONE, its Affiliates, or its sublicensees on all sales of
such Licensed Product(s) less:  [**]  Patent
Rights shall mean any and all non-U.S. patents and non-U.S. patent
applications that claim priority to (a) U.S. Patent No. 6,217,866 or (b) any
one or more of the patent applications for U.S. Patent No. 6,217,866, and
any continuations, continuations-in-part, and division applications thereof,
all foreign equivalents thereof, foreign patents and any reissues,
re-examinations or extensions based thereon or a Supplementary Protection
Certificate or the like in respect thereof.  Royalty
Payment(s) shall mean the royalties paid by IMCLONE to AVENTIS under this
Agreement.  Supplementary
Protection Certificate shall mean the supplementary protection certificate for
Medicinal products provided under Council Regulation (EEC) No. 1768/92 of June 18,
1992 and their equivalents.  Confidential Treatment Requested by ImClone
Systems Incorporated  3


ARTICLE 1 - LICENSE AND SUBLICENSES  1.1AVENTIS
hereby grants to IMCLONE a worldwide exclusive right and license under
Know-how, with the right to sublicense others, to make, have made, use, sell,
offer for sale and import Licensed Product(s).  1.2AVENTIS
hereby grants to IMCLONE an exclusive license under Patent Rights, with respect
to AVENTIS fifty percent ownership interest in such Patent Rights, with the
right to sublicense others, to make, have made, use, sell, offer for sale and
import Licensed Product(s) in all jurisdictions outside the United States.  1.3In the event
IMCLONE sublicenses the rights granted to it under Sections 1.1 or 1.2, IMCLONE
shall remain responsible for all obligations hereunder.  1.4The license
granted herein shall extend in a country until expiration in such country of
the IMCLONE royalty payment obligations as described in Sections 3.3 and 3.4.  1.5Except as
expressly set forth pursuant to the foregoing in this ARTICLE 1, neither party
shall acquire any license or other intellectual property interest under this
Agreement, by implication or otherwise, including patents, know-how, trademarks
or copyrights owned or licensed by the other party or its respective
Affiliates.  ARTICLE 2 - DUE DILIGENCE  2.1IMCLONE
shall use its good faith efforts to bring the Licensed Product(s) to
market.  This good faith efforts
requirement will be considered fulfilled if IMCLONE engages in a thorough,
vigorous, and diligent program to exploit Patent Rights in all appropriate
fields of use, which may include the sublicensing of Patent Rights to better
exploit Patent Rights, as long as such a program is justified as determined by
prudent business practice.  ARTICLE 3 - FEES AND ROYALTIES  3.1With the
exception of IMCLONE paying a single lump sum payment of $3,000,000 U.S.
dollars to AVENTIS pursuant to the December 7, 2007 letter agreement
between IMCLONE and AVENTIS (the Side Letter), no upfront license fees shall
be due under this Agreement upon the execution of this Agreement.  AVENTIS shall retain all amounts already paid
to it under the License Agreement before the Effective Date.  For the avoidance of doubt, except as
expressly set forth in this ARTICLE 3, no other payments or any milestone or
other royalty or other license payments shall be due from IMCLONE to AVENTIS in
consideration for any licenses or other rights granted to IMCLONE under this
Agreement.  Confidential Treatment Requested by ImClone Systems Incorporated  4


3.2No other
payments or any milestone or other royalty or other license payments shall be
due from IMCLONE to AVENTIS (a) in respect of any Net Sales in the United
States, or (b) subject to the provisions of Section 3.3 hereunder,
with respect to Net Sales in a jurisdiction outside of the United States where
there is no issued patent in the Patent Right(s) licensed by AVENTIS to
IMCLONE hereunder.  3.3IMCLONE
shall pay to AVENTIS a royalty rate of [**] of Net Sales of Erbitux® outside
the United States, in all oncological uses, and whether or not such sales are
for use as a single pharmaceutical agent or in combination with any
antineoplastic agent, including radiotherapy. 
Such royalty obligation shall apply to Net Sales in any and all
countries (other than the United States) in which there exists as of the
Effective Date an unexpired issued patent in the Patent Rights.  Such royalty obligation shall commence on the
Effective Date and thereafter terminate, on a country by country basis, on the
later of (i) January 17, 2017 or such later date secured by a patent
term extension for U.S. Patent No. 6,217,866, (ii) the expiration of
the applicable issued patent in the Patent Rights including any patent term
extension thereof, or (iii) ten (10) years from the grant of the
marketing approval for Erbitux® in that country (and in such case, whether or
not the marketing approval has been granted to Erbitux® by the competent
authorities in such country as of the Effective Date).  3.4IMCLONE
shall pay to AVENTIS a royalty rate of [**] on Net Sales outside the U.S. for
all IMC-11F8 and matuzumab (EMD-72000), in each case in all oncological uses,
and whether or not such sales are for use as a single pharmaceutical agent or
in combination with any antineoplastic agent, including radiotherapy.  Such royalty obligation under this Section 3.4
shall apply to Net Sales in any and all countries in the world other than the
United States in which there exists as of the Effective Date an unexpired
issued or pending patent in the Patent Rights. 
Such royalty obligation under this Section 3.4 shall commence on
the Effective Date and thereafter terminate, on a country by country basis, on
expiration of the applicable issued patent in the Patent Rights including any
patent term extension thereof.  3.5No multiple
royalties shall be payable because the Licensed Product(s), its manufacture,
lease or sale are or shall be covered by more than one patent application or
patent licensed under this Agreement.  3.6Royalty
payments shall be paid in United States dollars at such place as AVENTIS may
reasonably designate consistent with the laws and regulations controlling in
any foreign country.  Any withholding
taxes that IMCLONE or any sublicensee shall be required by law to withhold on
remittance of the royalty payments shall be deducted from royalty paid to
AVENTIS.  IMCLONE shall furnish AVENTIS
the original copies of all official receipts for such taxes.  If any currency conversion shall be required
in connection with the payment of royalties hereunder, such conversion shall be
made by using the exchange rate reported in the Wall Street Journal for the
last day of the reporting period to which such royalty payments relate.  Confidential Treatment Requested by ImClone Systems Incorporated  5


3.7The IMCLONE
obligations to pay royalties to AVENTIS under Sections 3.3 and 3.4 are absolute
and unconditional. IMCLONE shall have no right to withhold payments partially
or totally if and when there is a dispute on the application of any provision
of this Agreement.  ARTICLE 4 - REPORTS AND RECORDS  4.1(a)IMCLONE
shall keep full, true and accurate books of account containing all particulars
that may be necessary for the purpose of showing the amount payable to AVENTIS
by way of royalty as aforesaid.  Said
books of account shall be kept at IMCLONEs principal place of business or the
principal place of business of the appropriate division of IMCLONE to which
this Agreement relates.  Said books and
the supporting data shall be open at all reasonable times, but not exceeding
[**], for [**] years following the end of the calendar year to which they
pertain, to the inspection of AVENTIS and/or an independent certified public
accountant retained or employed by AVENTIS for the purpose of verifying IMCLONEs
royalty statement or compliance in other respects with this Agreement.  AVENTIS shall keep information contained in
such reports confidential.  (b)IMCLONE
shall require all sublicensees to keep reports sufficient to show the amount
payable to AVENTIS under this Agreement and to transmit such reports to IMCLONE
at periodic intervals.  Such sublicensee
reports shall be available to AVENTIS under the same conditions as the reports
described in Section 4.1(a) above.  4.2IMCLONE,
within thirty (30) days after March 31, June 30, September 30
and December 31, of each year following the first Commercial Sale of a
Licensed Product, shall deliver to AVENTIS true and accurate reports, giving
such particulars of the business conducted by IMCLONE during the preceding
three-month period under this Agreement as shall be pertinent to a royalty
accounting hereunder.  These shall
include at least the following:  (a)All Licensed
Products manufactured and sold.  Total
billings for Licensed Product sold.  (b)Accounting
for all the Licensed Products used or sold.  (c)Deductions
applicable as provided in the definition of Net Sales.  (d)Total
royalties due.  (e)Names and
addresses of all sublicensees hereunder.  4.3With each
report submitted in accordance with Section 4.2, IMCLONE shall pay to
AVENTIS the royalties due and payable under this Agreement.  If no royalties shall be due, IMCLONE shall
so report.  Confidential Treatment Requested by ImClone Systems Incorporated  6


ARTICLE 5 - PATENT PROTECTION  5.1(a)AVENTIS has
transferred to IMCLONE its complete files of Patent Rights.  IMCLONE shall retain such files until this
Agreement shall be terminated as hereinafter provided.  If this Agreement is so terminated, IMCLONE shall
return to AVENTIS its complete files of Patent Rights, and shall keep one
archive copy thereof.  (b)As between
AVENTIS AND IMCLONE, IMCLONE shall pay for the filing, prosecution and
maintenance of all Patent Rights.  5.2IMCLONE
shall promptly furnish to AVENTIS copies of:  (a)Patent
applications within the Patent Rights filed in any Patent Office; and  (b)Papers
pertaining to the Patent Rights filed in or received from a Patent Office.  5.3IMCLONE
shall promptly inform AVENTIS of all matters concerning the filing, prosecution
and maintenance of the Patent Rights, and shall send copies to AVENTIS of any
relevant documents in connection with such Patent Rights.  ARTICLE 6 - TERMINATION  6.1Upon any
material breach or default of this Agreement by IMCLONE or AVENTIS, the
non-breaching or non-defaulting party shall have the right to terminate this
Agreement and the rights, privileges and license granted hereunder, by ninety
(90) days written notice to the other party. 
Such termination shall become effective unless the breaching or
defaulting party shall have cured such breach or default prior to the
expiration of the ninety (90) day period from receipt of notice of breach or
default.  6.2Upon
termination of this Agreement for any reason, nothing herein shall be construed
to release either party from any non-cancelable obligation that matured prior
to the effective date of such termination. 
IMCLONE and/or any sublicensee thereof may, however, after the effective
date of such termination, sell all Licensed Products, and complete Licensed
Products in the process of manufacture at the time of such termination and sell
the same, provided that IMCLONE shall pay to AVENTIS the royalties thereon as
required by ARTICLE 3 of this Agreement, and shall submit the reports required
by ARTICLE 4 hereof on the sales of Licensed Products.  Confidential Treatment Requested by ImClone Systems Incorporated  7


ARTICLE 7- REPRESENTATIONS AND WARRANTIES  7.1           AVENTIS
and IMCLONE each represents and warrants that it has the power and authority to
enter into and perform this Agreement.  7.2           AVENTIS
represents and warrants that, subject to the Three-Way Agreement and the
transactions contemplated thereunder, it has not granted or transferred and
shall not grant or transfer to a third party any right or interest in any
inventions, discoveries or improvements that would prevent IMCLONE from
exercising or exploiting any rights granted under this Agreement.  ARTICLE 8- INFRINGEMENT  8.1           IMCLONE
and AVENTIS shall promptly inform the other in writing of any alleged
infringement of which it shall have notice by a third party and provide such
other with any available evidence of infringement.  8.2           To
the extent AVENTIS has the right to do so under the Three-Way Settlement,
IMCLONE shall have the right, but shall not be obligated, to bring an action at
its own expense for any infringements of the Patent Rights and, in furtherance
of such right, AVENTIS hereby agrees to join IMCLONE as a nominal party
plaintiff in any such suit where required for jurisdictional purposes, and to
render to IMCLONE its best reasonable efforts to assist with such prosecution
of IMCLONEs rights, such as, to the extent possible, having its employees
testify when requested and making available relevant records, papers,
information, samples, specimens, and the like. 
The total cost of any such infringement action commenced or defended
solely by IMCLONE with or without AVENTIS as a nominal party plaintiff shall be
borne by IMCLONE, and IMCLONE shall keep any recovery or damages for past
infringement derived therefrom, except for the payment to AVENTIS of [**], from
which costs and expenses of the infringement action have been deducted.  8.3           If
within six (6) months after having been notified by AVENTIS or after
notifying AVENTIS of any alleged infringement in accordance with Section 8.1,
IMCLONE shall have been unsuccessful in persuading the alleged infringer to
desist and shall not have brought and shall not be diligently prosecuting an
infringement action, or if IMCLONE shall notify AVENTIS at any time prior
thereto of its intention not to bring suit against any alleged infringer, then,
and in these events only, AVENTIS shall have the right, but shall not be
obligated, to prosecute at its own expense any infringement of the Patent
Rights.  No settlement, consent judgment
or other voluntary final disposition of the suit may be entered into without
the consent of IMCLONE, which consent shall not be unreasonably withheld.  The total cost of any such infringement
action commenced solely by AVENTIS shall by borne by AVENTIS and AVENTIS shall
keep any recovery or damages for past infringement derived therefrom, except
for the payment to IMCLONE of [**], from which costs and expenses of the
infringement action have been deducted. 
If IMCLONE joins  Confidential Treatment Requested by ImClone Systems Incorporated  8


AVENTIS in the enforcement of the Patent Rights
by litigation under this Section 8.3, [**].  ARTICLE 9 RELEASE AND INDEMNITY  9.1           IMCLONE
shall fully indemnify and hold harmless AVENTIS, as well as each of its
affiliates, successors, and assigns, and its present or former officers,
directors, agents, and employees (collectively, the AVENTIS Released Parties)
from and against any third party claim or expense or cost relating in any way
to any Patent Rights or to the manufacture, use or sale of Erbitux®.  9.2           IMCLONE
fully and broadly releases the Aventis Released Parties from any claim of any
kind, whether known or unknown, with respect to the License Agreement up to and
including the date of this Amended and Restated License Agreement.  AVENTIS fully and broadly releases each of
IMCLONEs affiliates, successors, and assigns, and its present or former
officers, directors, agents, and employees from any claim of any kind, whether
known or unknown, with respect to the License Agreement up to and including the
date of this Amended and Restated License Agreement.  For the avoidance of doubt, nothing in this Section 9.2
shall affect IMCLONEs royalty payment obligations set forth under this
Agreement going forward.  ARTICLE 10 - PRODUCT LIABILITY  10.1         IMCLONE
shall defend, indemnify, and hold AVENTIS harmless from and against all
liability, demands, damages, expense or losses for death, personal injury,
illness or property damage arising (a) out of use by IMCLONE or its
transferees of inventions licensed or Know-how furnished under this Agreement,
or (b) out of any use, sale or other disposition by IMCLONE or its
transferees of products made by use of such inventions or information, except
to the extent that such loss, claim, damage, or liability arises in whole or in
part from the gross negligence or willful misconduct of AVENTIS.  As used in this clause, AVENTIS includes
its Officers, Agents and Employees, and IMCLONE includes its Subsidiaries,
Contractors and Sub-contractors.  ARTICLE 11 - ASSIGNMENT  11.1         IMCLONE
may assign or otherwise transfer this Agreement and the license granted hereby
and the rights acquired by it hereunder so long as such assignment or transfer
shall be accompanied by a sale or other transfer of IMCLONEs entire business
or of that part of IMCLONEs business to which the license granted hereby
relates.  IMCLONE shall give AVENTIS
thirty (30) days prior notice of such assignment and transfer.  Confidential Treatment Requested by ImClone Systems Incorporated  9


ARTICLE 12 - NON-USE OF NAMES  12.1         IMCLONE
shall not use the name of AVENTIS nor any adaptation thereof in any
advertising, promotional or sales literature without prior written consent of
AVENTIS, in each case, except that IMCLONE may state that it is licensed by
AVENTIS under one or more of the patents and/or applications comprising the
Patent Rights.  ARTICLE 13 - PAYMENTS, NOTICES AND OTHER
COMMUNICATIONS  13.1         Any payment, notice or other
communication pursuant to this Agreement shall be sufficiently made or given on
the date of mailing if sent to such party by certified first class mail,
postage prepaid, or on the day it is received by such party if sent by any
other method, addressed to such party at its address below or as it shall
designate by written notice given to the other party:  In the
case of AVENTIS, to:  Aventis Holdings, Inc. 3711 Kennett Pike, Suite 200, Greenville, Delaware 19807 Attn: President  With a
copy to:  Sanofi-Aventis
U.S. LLC 55,
Corporate Drive 08807 Bridgewater UNITED
STATES Attention:
General Counsel  In the
case of IMCLONE, to:  ImClone Systems Incorporated 180 Varick Street New York, NY 10014 Attention: General Counsel  ARTICLE 14 - CONFIDENTIALITY  14.1         While
this Agreement is in effect, and for a period of five (5) years
thereafter, any technical or business related information or materials which
AVENTIS or IMCLONE may disclose to each other shall be treated as confidential
to  Confidential Treatment Requested by ImClone Systems Incorporated  10


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 party 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 Agreement.  This obligation shall not apply to
information which:  (a)is in the
public domain prior to the disclosure through no fault of the receiving party;  (b)becomes part
of the public domain subsequent to disclosure through no fault of the receiving
party;  (c)is lawfully
disclosed to the receiving party by a third party who is not obligated to
retain such information in confidence;  (d)is in the
receiving partys possession prior to disclosure as shown by reasonable proof;  (e)lawfully
becomes publicly known following disclosure to a government patent agency in
connection with the prosecution of any Patent Rights or a regulatory agency
responsible for the approval of therapeutic products; or  (f)must be
publicly disclosed pursuant to any government statute or regulation or any
court order.  ARTICLE 15 - MISCELLANEOUS PROVISIONS  15.1         This
Agreement shall be construed, governed, interpreted and applied in accordance
with the laws of the State of New York, 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.  15.2         The
parties hereto acknowledge that this Agreement sets forth the entire Agreement
and understanding of the parties hereto as to the subject matter hereof except
for as set out in the Three-Way Settlement and the Side Letter.  Any other express or implied agreements and
understandings, either oral or written, with regard to the subject matter
hereof (including the License Agreement), are superseded by the terms of this
Agreement. This Agreement may be amended, or any term hereof modified, only by
a written instrument duly executed by authorized representatives of both parties
hereto.  15.3         If
any one or more of the provisions contained in this Agreement is held invalid,
illegal or unenforceable in any respect, the validity, legality and  Confidential Treatment Requested by ImClone Systems Incorporated  11


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, insofar as practical, implement
the purposes of this Agreement.  15.4         All
Licensed Products shipped to or sold in countries other than the United States
shall be marked in such manner as to conform with the patent laws and practice
of the country of manufacture or sale.  15.5         The
failure of either party to assert a right hereunder or to insist upon
compliance with any term or condition of this 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.  15.6         Neither
party shall be responsible or liable to the other for failure or delay in
performance of this 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 Section 15.6,
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.  15.7         All
rights and licenses granted under or pursuant to any section of this 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.  The parties shall retain and may fully
exercise all of their respective rights and elections under the Bankruptcy
Code.  Upon the bankruptcy of any party,
the non-bankrupt party 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 the non-bankrupt
party, unless the bankrupt party elects to continue, and continues, to perform
all of its obligations under this Agreement.  15.8         The
captions to the Sections and Articles hereof are not a part of this Agreement,
but are merely for convenience to assist in locating and reading the Sections
and Articles hereof.  15.9         For
the purpose of this 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) references to Articles, Sections and other
subdivisions and to Schedules and Exhibits without reference to a document, are
to designated Articles, Sections and other subdivisions of and to Schedules and
Exhibits to this Agreement; (c) the use of the term including means including
but not limited to;  Confidential Treatment Requested by ImClone Systems Incorporated  12


and
(d) the words herein, hereof, hereunder and other words of similar
import refer to this Agreement in whole and not to any particular provision.  15.10       It
is expressly agreed that each of the parties shall be independent contractors
and that the relationship between the parties shall not constitute a
partnership, joint venture or agency. 
Neither of the parties shall have the authority to make any statements,
representations or commitments of any kind, or to take any action, which shall
be binding on the other party, without the prior written consent of the other
party.  15.11       No
remedy referred to in this Agreement is intended to be exclusive, but each
shall be cumulative and in addition to any other remedy referred to in this
Agreement or otherwise available under law.  15.12       Each
party has had the opportunity to consult with counsel in connection with the
review, drafting and negotiation of this Agreement.  Accordingly, the rule of construction
that any ambiguity in this Agreement shall be construed against the drafting
party shall not apply.  15.13       This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  *  *  *  Confidential Treatment
Requested by ImClone Systems Incorporated  13


IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals and
duly executed this License Agreement as of the Effective Date.  Aventis Holdings, Inc.
  
  ImClone Systems IncorporatedBy:
  
  
  By:Name:
  
  
  Name:Title:
  
  
  Title:  Confidential Treatment Requested by ImClone Systems Incorporated  14